Indenture – Cablevision Systems Corp.

INDENTURE dated as of November 15, 2011 between CSC Holdings, LLC, a Delaware
limited liability company (hereinafter called the “Company”), and U.S. Bank
National Association, a national banking association, trustee (hereinafter
called the “Trustee”).

RECITALS OF THE COMPANY

The Company has duly authorized the creation of an issue of its 6.75% Senior
Notes due 2021 (hereinafter called the “Initial Securities”) and its 6.75%
Series B Senior Notes due 2021 (the “Exchange Securities”, and together with the
Initial Securities and any Additional Securities, the “Securities”), of
substantially the tenor and amount hereinafter set forth, and to provide
therefor the Company has duly authorized the execution and delivery of this
Indenture;

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

NOW, THEREFORE, THIS INDENTURE WITNESSETH:

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

ARTICLE ONE

DEFINITIONS AND OTHER PROVISIONS OF GENERAL
APPLICATION

Section 101. Definitions.

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

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

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

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

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

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

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

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

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

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

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

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

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

entirety as of May 27, 2009 and further amended and restated in its entirety
as of April 13, 2010, 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
Person153s capital stock whether now outstanding or issued after the date of this
Indenture, including, without limitation, all Common Stock, Preferred Stock and
Disqualified Stock.

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

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

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

“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 Person153s common equity, whether now Outstanding or issued
after the date of this Indenture, and includes, without limitation, all series
and classes of such common stock.

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

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

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

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

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

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

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

“Cumulative Cash Flow Credit” means the sum of:

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

“Initial Interest Payment Date” has the meaning specified in Section 301.

“Initial Purchasers”means J.P. Morgan Securities LLC, Barclays Capital Inc.,
Merrill Lynch, Pierce, Fenner & Smith Incorporated, Citigroup Global Markets
Inc., Deutsche Bank Securities Inc., Goldman, Sachs & Co., Morgan Stanley
& Co. LLC, Natixis Securities Americas LLC, RBC Capital Markets, LLC, RBS
Securities Inc., Scotia Capital (USA) Inc., SunTrust Robinson Humphrey, Inc.,
UBS Securities LLC and U.S. Bancorp Investments, Inc.

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

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

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

and such banks or financial institutions, either generally or under specific
contingencies, as said agreement or arrangement shall be modified and
supplemented and in effect from time to time.

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

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

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

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

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

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

“Officers153 Certificate” means a certificate signed by (a) the Chairman, Chief
Executive Officer, a Vice Chairman, the President, a Vice President or the
Treasurer of the Company and (b) the Secretary or an Assistant Secretary of the
Company and delivered to the Trustee; provided, however, that such
certificate may be signed by two of the officers or directors listed in clause
(a) above in lieu of being signed by one of such officers or directors listed in
such clause (a) and one of the officers listed in clause (b) above.

“Operating Cash Flow” means, for any period, the sum of the following for the
Company and the Restricted Subsidiaries for such period, determined on a
consolidated basis in accordance with generally accepted accounting principles
(except for the amortization of deferred installation income which shall be
excluded from the calculation of Operating Cash Flow for all purposes of this
Indenture): (a) aggregate operating revenues minus (b) aggregate
operating expenses (including technical, programming, sales, selling, general
and administrative expenses and salaries and other compensation, net of amounts
allocated to Affiliates, paid to any general partner, director, officer or
employee of the Company or any Restricted Subsidiary, but excluding interest,
depreciation and amortization and the amount of non-cash compensation in respect
of the Company153s employee incentive stock programs for such period (not to
exceed in the aggregate for any calendar year 7% of the Operating Cash Flow for
the previous calendar year) and, to the extent otherwise included in operating
expenses, any losses resulting from a write-off or write-down of Investments by
the Company or any Restricted Subsidiary in Affiliates). For purposes of
determining Operating Cash Flow, there shall be excluded all management fees
until actually paid to the Company or any Restricted Subsidiary in cash.

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

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

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

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

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

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

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 pledgee153s right so to act with respect to such Securities and that
the pledgee is not the Company or any other obligor upon the Securities or any
Affiliate of the Company or such other obligor.

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

“Permitted Liens” means the following types of Liens:

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

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

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

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

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

(f) Liens securing the Securities;

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

(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 workers153 compensation, unemployment insurance and other types of
social security or similar legislation;

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

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

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

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

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

(s) Liens to secure other Indebtedness; provided, however, that
the principal amount of any Indebtedness secured by such Liens, together with
the principal amount of any Indebtedness refinancing any Indebtedness incurred
under this clause (s) as permitted by clause (t) below (and successive
refinancings thereof), may not exceed 15% of the Company153s Consolidated Net
Tangible Assets as of the last day of the Company153s most recently completed
fiscal year for which financial information is available; and

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

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

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

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

“Preferred Stock” means, with respect to any Person, any and all shares,
interests, participations or other equivalents (however designated) of such
Person153s 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) J.P. Morgan Securities LLC and its
successors; provided, however, that if the foregoing shall cease
to be a primary U.S. Government securities dealer in New York City (a “Primary
Treasury Dealer”), the Company shall substitute therefor another Primary
Treasury Dealer; and (2) any other Primary Treasury Dealers selected by the
Trustee after consultation with the Company.

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

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

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

“Registration Rights Agreement” means, with respect to the Initial
Securities, the Registration Rights Agreement, dated November 15, 2011, 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 May 1 or November 1 (whether or not a Business Day), as the case may
be, next preceding such Interest Payment Date.

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

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

“Restricted Payment” means:

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

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

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

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

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

“Restricted Subsidiary” means any Subsidiary, whether existing on the date
hereof or created subsequent thereto, designated from time to time by the
Company as a “Restricted Subsidiary” (the initial Restricted Subsidiaries
designated by the Company being set forth on Exhibit A); provided,
however, that no Subsidiary that is not a Securitization Subsidiary can
be or remain so designated unless (a) at least 67% of each of the total equity
interest and the voting control of such Subsidiary is owned, directly or
indirectly, by the Company or another Restricted Subsidiary and (b) such
Subsidiary is not restricted, pursuant to the terms of any loan agreement, note,
indenture or other evidence of indebtedness, from (i) paying dividends or making
any distribution on such Subsidiary153s Capital Stock or other equity securities
or paying any Indebtedness owed to the Company or to any Restricted Subsidiary,
(ii) making any loans or advances to the Company or any Restricted Subsidiary or
(iii) transferring any of its properties or assets to the Company or any
Restricted Subsidiary (it being understood that a financial covenant any of the
components of which are directly impacted by the taking of the action
(e.g., the payment of a dividend) itself (such as a minimum net worth
test) would be deemed to be a restriction on the foregoing actions, while a
financial covenant none of the components of which is directly impacted by the
taking of the action (e.g., the payment of a dividend) itself (such as a
debt to cash flow test) would not be deemed to be a restriction on the foregoing
actions); and provided further that the Company may, from time to
time, redesignate any Restricted Subsidiary as an Unrestricted Subsidiary in
accordance with Section 1010.

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

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

“Securities Issue Date” means November 15, 2011 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 collectability 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 Subsidiary153s 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.

“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).

Section 102. Other Definitions.


	Defined
Term	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 Officers153 Certificate stating that all conditions precedent, if any,
provided for in this Indenture (including any covenant compliance with which
constitutes a condition precedent) relating to the proposed action have been
complied with and an Opinion of Counsel stating that in the opinion of such
counsel all such conditions precedent, if any, have been complied with, except
that, in the case of any such application or request as to which the furnishing
of such documents is specifically required by any provision of this Indenture
relating to such particular application or request, no additional certificate or
opinion need be furnished.

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

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

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

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

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

Section 104. Form of Documents Delivered to Trustee.

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

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

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.

(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 Services; or

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

Section 107. Notice to Holders; Waiver.

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

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

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

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

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

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

Section 109. Effect of Headings and Table of Contents.

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

Section 110. Successors and Assigns.

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

Section 111. Separability Clause.

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

Section 112. Benefits of Indenture.

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

Section 113. Governing Law; Waiver of Jury Trial

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

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

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

Section 114. Legal Holidays.

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

Section 115. No Recourse Against Others.

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

Section 116. Force Majeure.

In no event shall the Trustee be responsible or liable for any failure or
delay in the performance of its obligations hereunder arising out of or caused
by, directly or indirectly, forces beyond its control, including, without
limitation, accidents, acts of war or terrorism, civil or military disturbances,
nuclear or natural catastrophes or acts of God, and interruptions, loss or
malfunctions of utilities or communications services; it being understood that
the Trustee shall use reasonable efforts which are consistent with accepted
practices in the banking industry to resume performance as soon as practicable
under the circumstances.

Section 117. U.S.A. Patriot Act.

The parties hereto acknowledge that in accordance with Section 326 of the
U.S.A. Patriot Act, the Trustee, like all financial institutions and in order to
help fight the funding of terrorism and money laundering, is required to obtain,
verify, and record information that identifies each person or legal entity that
establishes a relationship or opens an account with the Trustee. The parties to
this Indenture agree that they will provide the Trustee with such information as
it may request in order for the Trustee to satisfy the requirements of the
U.S.A. Patriot Act.

ARTICLE TWO

SECURITY FORMS

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

The Securities and the Trustee153s certificate of authentication with respect
thereto shall be in substantially the forms set forth in this Article, with such
appropriate legends, insertions, omissions, substitutions and other variations
as are required or permitted by this Indenture and may have such letters,
numbers or other marks of identification and such legends or endorsements placed
thereon as may be required to comply with the rules of any securities exchange
or as may, consistently herewith, be determined by the officers executing such
Securities, as evidenced by their execution of the Securities. Any portion of
the text of any Security may be set forth on the reverse thereof, with an
appropriate reference thereto on the face of the Security. Each Security shall
be dated the date of its authentication.

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

Section 202. Form of Face of Security.

CSC HOLDINGS, LLC

[THIS NOTE IS ISSUED WITH ORIGINAL ISSUE DISCOUNT FOR PURPOSES OF SECTION
1271 ET SEQ. OF THE INTERNAL REVENUE CODE. A HOLDER MAY OBTAIN THE ISSUE PRICE,
AMOUNT OF ORIGINAL ISSUE DISCOUNT, ACCRUAL PERIODS, ISSUE DATE AND YIELD TO
MATURITY FOR SUCH NOTE BY SUBMITTING A REQUEST FOR SUCH INFORMATION TO THE
FOLLOWING ADDRESS: CSC HOLDINGS, LLC, 1111 STEWART AVENUE, BETHPAGE, NEW YORK
11714, ATTENTION: SECRETARY.]*

6.75% [Series B]** Senior Notes due 2021


No.		$
		CUSIP No.
		ISIN No.

CSC Holdings, LLC, a Delaware limited liability company (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
November 15, 2021, at the office or agency of the Company referred to below, and
to pay interest thereon on [ ]***, and semiannually thereafter, on May 15 and
November 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 6.75% per annum until the principal hereof is paid or duly provided
for, and (to the extent lawful) to pay on demand interest on any overdue
interest at the rate borne by the Securities from the date of the Interest
Payment Date on which such overdue interest becomes payable to the date payment
of such interest has been made or duly provided for.

[The Holder of this Security is entitled to the benefits of the Registration
Rights Agreement, dated November 15, 2011 (the “Registration Rights Agreement”),
between the Company and the Initial Purchasers named therein. Subject to the
terms of the Registration Rights Agreement, in the event this Security is not
freely transferable and an exchange offer (the “Exchange Offer”) for this
Initial Security is not consummated or a registration statement under the
Securities Act with respect to resales of this Security (the “Shelf Registration
Statement”) is not declared effective by the Commission on or prior to December
19, 2012, 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 December
19, 2012. 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. Subject to the terms of the Registration Rights
Agreement, upon this Security becoming freely transferable, consummation of the
Exchange Offer or the effectiveness of a Shelf Registration Statement, as the
case may be, the interest rate borne by this Security shall be reduced to 6.75%
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


*		Include only for Securities issued with original issue discount.

**		Include only for Exchange Securities.

***		In the case of an Initial Security, insert May 15, 2012. In the case of any Security other than an Initial Security, insert the relevant Initial Interest Payment Date.

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

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

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

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

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

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


	CSC HOLDINGS, LLC
	By


Attest:
By

Section 203. Form of Reverse of Security.

This Security is one of a duly authorized issue of securities of the Company
designated as its 6.75% [Series B]* Senior Notes due 2021 (herein called the
“Securities”), which may be issued under an indenture (herein called the
“Indenture”) dated as of November 15, 2011, between the Company and U.S. Bank
National Association, trustee (herein called the “Trustee”, which term includes
any successor trustee under the Indenture), to which Indenture and all
indentures supplemental thereto reference is hereby made for a statement of the
respective rights, limitations of rights, duties, obligations and immunities
thereunder of the Company, the Trustee, the holders of the Senior Indebtedness
and the Holders of the Securities, and of the terms upon which the Securities
are, and are to be, authenticated and delivered. This Security is one of the
series designated on the face hereof, initially limited in aggregate principal
amount to $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 Officers153
Certificate pursuant to the Indenture. No Additional Securities may be issued if
an Event of Default has occurred and is continuing with respect to the
Securities of this series.

[This Security is exchangeable under certain circumstances as provided in the
Indenture for the Company153s 6.75% Series B Senior Notes due 2021 (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.

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
minimum denominations of $2,000 and any integral multiple of $1,000 in excess
thereof. As provided in the Indenture and subject to certain limitations therein
set forth, the Securities are exchangeable for a like aggregate principal amount
of Securities of a different authorized denomination, as requested by the Holder
surrendering the same.

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

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

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

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

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”);

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

			or

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

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

Dated:
Signature

NOTE: The signature to this assignment must correspond with the name as
written upon the face 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 undersigned153s
foregoing representations in order to claim the exemption from registration
provided by Rule 144A.



		Dated:

								To be signed by an executive officer

SCHEDULE OF EXCHANGES FOR DEFINITIVE
SECURITIES

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


			Principal
	Amount of	Amount of	Amount of	Signature of
	decrease in	increase in	this Security	authorized
	Principal	Principal	in global form	signatory of
	Amount of	Amount of	following such	Trustee or
Date of	this Security	this Security	decrease (or	Securities
Exchange	in global form	in global form	increase)	Custodian

Section 204. Form of Trustee153s Certificate of
Authentication.

TRUSTEE153S CERTIFICATE OF AUTHENTICATION

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


	U.S. BANK NATIONAL ASSOCIATION, as Trustee
	By
		Authorized Signatory

Dated:

Section 205. Form of Legend on Restricted Securities.

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

THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED (THE “SECURITIES ACT”), OR ANY STATE SECURITIES LAWS. NEITHER THIS
SECURITY NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD,
ASSIGNED,

TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF
SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO,
REGISTRATION AS SET FORTH BELOW. BY ITS ACQUISITION HEREOF, THE HOLDER (1)
REPRESENTS THAT (A) IT IS A “QUALIFIED INSTITUTIONAL BUYER” (AS DEFINED IN RULE
144A UNDER THE SECURITIES ACT (“RULE 144A”)), OR (B) IT IS NOT A U.S. PERSON AND
IS ACQUIRING THIS NOTE IN AN OFFSHORE TRANSACTION WITHIN THE MEANING OF
REGULATION S UNDER THE SECURITIES ACT (“REGULATION S”), (2) AGREES TO OFFER,
SELL, PLEDGE OR OTHERWISE TRANSFER SUCH SECURITY PRIOR TO THE DATE WHICH IS ONE
YEAR AFTER THE DATE OF ORIGINAL ISSUE HEREOF ONLY (A) TO THE COMPANY, (B)
PURSUANT TO A REGISTRATION STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE
SECURITIES ACT, (C) FOR SO LONG AS THE SECURITIES ARE ELIGIBLE FOR RESALE
PURSUANT TO RULE 144A 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 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 COMPANY153S AND THE TRUSTEE153S RIGHT PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER
PURSUANT TO CLAUSE (E) TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL,
CERTIFICATION AND/OR OTHER INFORMATION SATISFACTORY TO EACH OF THEM.

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

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

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

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

ARTICLE THREE

THE SECURITIES

Section 301. Title and Terms.

The aggregate principal amount of Initial Securities that may be
authenticated and delivered under this Indenture is limited to $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 “6.75% Senior Notes due 2021” and the Exchange Securities
shall be known and designated as the “6.75% Series B Senior Notes due 2021” of
the Company. Their Stated Maturity shall be November 15, 2021, and they shall
bear interest at the rate of 6.75% 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 May 15 and November 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 May 15 or November 15
occurring after the Securities Issue Date for such Security and (b) with respect
to each Initial Security, May 15, 2012. The Initial Securities, the Exchange
Securities and any Additional Securities issued hereunder shall rank pari passu.

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

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

At the election of the Company, the entire indebtedness represented by the
Securities or certain of the Company153s obligations and covenants and certain
Events of Default thereunder may be defeased as provided in Article Twelve.

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

Section 302. Denominations.

The Securities shall be issuable only in registered form without coupons and
only in minimum denominations of $2,000 and any integral multiple of $1,000 in
excess 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 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 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 Officers153 Certificate confirming that the
Exchange Offer Registration Statement has been declared effective by the
Commission and the Initial Securities or Additional Securities to be exchanged
for the Exchange Securities shall be canceled by the Trustee.

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

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

Every Restricted Security shall be subject to, and no transfer shall be made
other than in accordance with, the restrictions on transfer provided in the
legend set forth on the form of the face of each Restricted Security and the
restrictions set forth in this Article Three, and the Holder of each Restricted
Security, by such Holder153s acceptance thereof, agrees to be bound by such
restrictions on transfer.

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

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

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

The Trustee shall have no obligation or duty to monitor, determine or inquire
as to compliance with any restrictions on transfer imposed under this Indenture
or under applicable law with respect to any transfer of any interest in any
Security (including any transfers between or among Agent Members or beneficial
owners of interests in any Global Security) other than to require delivery of
such certificates and other documentation or evidence as are expressly required

by, and to do so if and when expressly required by the terms of, this
Indenture, and to examine the same to determine substantial compliance as to
form with the express requirements hereof.

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

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

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

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

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

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

Section 308. Persons Deemed Owners.

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

Section 309. Cancellation.

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

Section 310. Computation of Interest.

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

Section 311. Registration Rights of Holders of Initial
Securities.

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

Section 312. ISIN and CUSIP Numbers.

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

Section 313. Book-Entry Provisions for Global Securities.

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

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

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

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

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

(c) In connection with any transfer or exchange of a portion of the
beneficial interest in any Global Security to beneficial owners pursuant to
paragraph (b), the Security

Registrar shall (if one or more Physical Securities are to be issued) reflect
on its books and records the date and a decrease in the principal amount of the
Global Security in an amount equal to the principal amount of the beneficial
interest in the Global Security to be transferred, and the Company shall
execute, and the Trustee shall authenticate and deliver, one or more Physical
Securities of like tenor and principal amount of authorized denominations.

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

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

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

Section 314. Special Transfer Provisions.

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

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

(ii) the Security Registrar shall register the transfer of any Restricted
Security if the proposed transferor is an Agent Member holding a beneficial
interest in a Rule 144A Global Security, upon receipt by the Security Registrar
of (x) the certificate, if any,

required by paragraph (i) above and (y) instructions given in accordance with
the Depository153s and the Security Registrar153s procedures;

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

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

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

(ii) the Security Registrar shall register the transfer of any Restricted
Security if the proposed transferee is an Agent Member, and the Securities to be
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 Depository153s and
the Security Registrar153s 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)(i)(x) of this Section 314 exist. By its
acceptance of any Security bearing the legend set forth in Section 205, each
Holder of such a Security acknowledges the restrictions on transfer of such
Security set forth in this Indenture and in such legend and agrees that it shall
transfer such Security only as provided in this Indenture.

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

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

ARTICLE FOUR

SATISFACTION AND DISCHARGE

Section 401. Satisfaction and Discharge of Indenture.

This Indenture shall, upon Company Request, cease to be of further effect
(except as to surviving rights of registration of transfer or exchange of
Securities herein expressly provided

for) and the Trustee, on demand of and at the expense of the Company, shall
execute proper instruments acknowledging satisfaction and discharge of this
Indenture, when

(a) either

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

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

(A) have become due and payable, or

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

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 Officers153 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;

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

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

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

(i) commences a voluntary case or proceeding,

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

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

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

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

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

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

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

(iii) orders the liquidation of the Company;

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

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

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

Section 502. Acceleration of Maturity; Rescission.

If an Event of Default (other than an Event of Default specified in Section
501(f) or 501(g)) occurs and is continuing, the Trustee or the Holders of at
least 25% of the principal amount of the Initial Securities, Exchange Securities
and any Additional Securities then Outstanding, voting together as a single
class, by written notice to the Company and the agents, if any, under the Bank
Credit Agreement (and to the Trustee if such notice is given by the Holders),
may, and the Trustee at the request of such Holders shall, declare all unpaid
principal of and accrued interest on all the Securities to be due and payable,
as specified below. Upon a declaration of acceleration, such principal and
accrued interest shall be due and payable 10 days after receipt by the Company
of such written notice given hereunder. If an Event of Default specified in
Section 501(f) or 501(g) with respect to the Company occurs, the amounts
described above shall ipso facto become and be immediately due and
payable without any declaration or other act on the part of the Trustee or any
Holder. Upon payment of such principal and interest, all of the Company153s
obligations under the Securities and this Indenture, other than obligations
under Section 606, shall terminate.

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

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

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

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

The Company covenants that if

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

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

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

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

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

Section 504. Trustee May File Proofs of Claim.

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

(a) to file and prove a claim for the whole amount of principal and interest
owing and unpaid in respect of the Securities and to file such other papers or
documents as

may be necessary or advisable in order to have the claims of the Trustee
(including any claim for the reasonable compensation, expenses, disbursements
and advances of the Trustee, its agents and counsel) and of the Holders allowed
in such judicial proceeding, and

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

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

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

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

Section 506. Application of Money Collected.

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

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

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

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

Section 507. Limitation on Suits.

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

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

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

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

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

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

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

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

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

Section 509. Restoration of Rights and Remedies.

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

Section 510. Rights and Remedies Cumulative.

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

Section 511. Delay or Omission Not Waiver.

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

Section 512. Control by Holders.

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

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

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

Section 513. Waiver of Past Defaults.

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

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

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

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

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 attorneys153 fees and
expenses, against any party litigant in such suit, having due regard to the
merits and good faith of the claims or defenses made by such party litigant; but
the provisions of this Section 514 shall not apply to any suit instituted by the
Trustee, to any suit instituted by any Holder, or group of Holders, holding in
the aggregate more than 10% in principal amount of the Securities then
Outstanding, voting together as a single class, or to any suit instituted by any
Holder for the enforcement of the payment of the principal of or interest on any
Security on or after the respective Stated Maturities expressed in such
Security; provided that neither this Section 514 nor the Trust Indenture
Act shall be deemed to authorize any court to require such an undertaking or to
make such an assessment in any suit instituted by the Company.

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

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

ARTICLE SIX

THE TRUSTEE

Section 601. Certain Duties and Responsibilities.

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

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

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

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

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

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

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

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

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

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

Section 602. Certain Rights of Trustee.

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

(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 Officers153 Certificate;

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

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

(f) the Trustee shall not be bound to make any investigation into the facts
or matters stated in any resolution, certificate, statement, instrument,
opinion, report, notice, request, direction, consent, order, bond, debenture,
note, other evidence of indebtedness or

other paper or document, but the Trustee, in its discretion, may make such
further inquiry or investigation into such facts or matters as it may see fit,
and, if the Trustee shall determine to make such further inquiry or
investigation, it shall be entitled to examine the books, records and premises
of the Company, personally or by agent or attorney at the expense of the Company
and shall incur no liability or additional liability of any kind by reason of
such inquiry or investigation;

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

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

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

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

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

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

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

The recitals contained herein and in the Securities, except the Trustee153s
certificates of authentication, shall be taken as the statements of the Company,
and the Trustee assumes no responsibility for their correctness. The Trustee
makes no representations as to the validity or sufficiency of this Indenture or
of the Securities. The Trustee shall not be accountable for the use or
application by the Company of Securities or the proceeds thereof, except that
the Trustee

represents that it is duly authorized to execute and deliver this Indenture,
authenticate the Securities and perform its obligations hereunder and that the
statements to be made by it in a Statement of Eligibility on Form T-1 supplied
to the Company are true and accurate, subject to the qualifications set forth
therein.

Section 604. May Hold Securities.

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

Section 605. Money Held in Trust.

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

Section 606. Compensation and Reimbursement.

The Company agrees:

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

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

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

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

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

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

Section 607. Conflicting Interests.

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

Section 608. Corporate Trustee Required; Eligibility.

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

Section 609. Resignation and Removal; Appointment of
Successor.

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

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

(c) The Trustee may be removed at any time by an Act of the Holders of a
majority in principal amount of the Outstanding Securities, delivered to the
Trustee and the

Company. If an instrument of acceptance by a successor Trustee shall not have
been delivered to the Trustee within 30 days after the giving of such notice of
removal, the removed Trustee may petition at the expense of the Company any
court of competent jurisdiction for the appointment of a successor Trustee.

(d) If at any time:

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

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

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

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

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

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

Section 610. Acceptance of Appointment by Successor.

Every successor Trustee appointed hereunder shall execute, acknowledge and
deliver to the Company and to the retiring Trustee an instrument accepting such
appointment, and thereupon the resignation or removal of the retiring Trustee
shall become effective and such successor Trustee, without any further act, deed
or conveyance, shall become vested with all the rights, powers, trusts and
duties of the retiring Trustee, provided, however, that the
retiring Trustee shall continue to be entitled to the benefit of Section 606(c);
but, on request of the Company or the successor Trustee, such retiring Trustee
shall, upon payment of its charges, execute and deliver an instrument
transferring to such successor Trustee all the rights, powers and trusts of the
retiring Trustee, and shall duly assign, transfer and deliver to such successor
Trustee all property and 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. Trustee153s Application for Instructions from the
Company.

Any application by the Trustee for written instructions from the Company may,
at the option of the Trustee, set forth in writing any action proposed to be
taken or omitted by the Trustee under this Indenture and the date on and/or
after which such action shall be taken or such omission shall be effective. The
Trustee shall not be liable for any action taken by, or omission of, the Trustee
in accordance with a proposal included in such application on or after the date

specified in such application (which date shall not be less than three
Business Days after the date any officer of the Company actually received such
application) unless, with respect to any such action (or the effective date in
the case of an omission), the Trustee shall have received written instructions
in response to such application specifying the action to be taken or omitted.

Section 614. Notice of Defaults.

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

ARTICLE SEVEN

HOLDERS153 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, 2012, the
Trustee shall transmit by mail to all Holders, as their names and addresses
appear in the Security Register, as provided in Trust Indenture Act Section
313(c), a brief report dated as of such May 15 if required by Trust Indenture
Act Section 313(a).

Section 703. Reports by Company.

The Company shall:

(a) file with the Trustee, within 30 days after the Company is required to
file the same with the Commission, copies of the annual reports and of the
information, documents and other reports (or copies of such portions of any of
the foregoing as the Commission may from time to time by rules and regulations
prescribe) which the Company may be required to file with the Commission
pursuant to Section 13 or Section 15(d) of the Exchange Act; or, if the Company
is not required to file information, documents or reports pursuant to either of
such Sections, then it shall file with the Trustee and the Commission, in
accordance with rules and regulations prescribed from time to time by the
Commission, such of the supplementary and periodic information, documents and
reports which may be required pursuant to Section 13 of the Exchange Act in
respect of a security listed and registered on a national securities exchange as
may be prescribed from time to time in such rules and regulations; delivery of
such reports, information and documents to the Trustee is for informational
purposes only and the Trustee153s receipt of such shall not constitute
constructive notice of any information contained therein or determinable from
information contained therein, including the Company153s compliance with any of
its covenants hereunder (as to which the Trustee is entitled to rely exclusively
on Officers153 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 Trustee153s
receipt of such shall not constitute constructive notice of any information
contained therein or determinable from information contained therein, including
the Company153s compliance with any of its covenants hereunder (as to which the
Trustee is entitled to rely exclusively on Officers153 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.

Section 704. Selection of Accrual Periods

Every Holder of Securities, by receiving and holding the same, agrees with
the Company and the Trustee that it shall select the same accrual periods, for
U.S. federal income tax purposes, as selected by the Company. It is expected
that generally the longest permissible interval of time between each interest
payment and ending at the close of an Interest Payment Date shall be the
relevant accrual period and that accordingly, the accrual period shall generally
be six

months in length, corresponding to the interval between Interest Payment
Dates, with the final accrual period ending at the close of the Stated Maturity
of the Securities.

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 Officers153 Certificate and an
Opinion of Counsel, each stating that such consolidation, merger or transfer and
such supplemental indenture, if one is required by this Section 801, comply with
this Section 801 and that all conditions precedent herein provided for relating
to such transaction have been complied with.

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

Section 802. Successor Substituted.

Upon any consolidation or merger, or any sale, assignment, transfer, Lease or
conveyance or other disposition of all or substantially all of the assets, of
the Company in accordance with Section 801, the successor Person formed by such
consolidation or into which the Company is merged or to which such sale,
assignment, transfer, Lease, conveyance or other disposition is made shall
succeed to, and be substituted for, and may exercise every right and power of,
the Company under this Indenture with the same effect as if such successor
Person had

been named as the Company herein. When a successor assumes all the
obligations of its predecessor under this Indenture and the Securities, the
predecessor shall be released from those obligations, provided that in
the case of a transfer by Lease, the predecessor corporation shall not be
released from the payment of principal and interest on the Securities.

ARTICLE NINE

SUPPLEMENTAL INDENTURES

Section 901. Supplemental Indentures Without Consent of
Holders.

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

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

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

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

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

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

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

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

Section 902. Supplemental Indentures with Consent of
Holders.

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

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

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

(c) modify any of the provisions of this Section 902 or Section 513, except
to increase 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 Trustee153s own rights, duties or
immunities under this Indenture or otherwise.

Section 904. Effect of Supplemental Indentures.

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

Section 905. Conformity with Trust Indenture Act.

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

Section 906. Reference in Securities to Supplemental
Indentures.

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

ARTICLE TEN

COVENANTS

Section 1001. Payment of Principal and Interest.

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

Section 1002. Maintenance of Office or Agency.

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

hereby appoints the Trustee as its agent to receive all such presentations,
surrenders, notices and demands.

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

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

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

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

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

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

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

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

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

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

Section 1004. Corporate Existence.

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

Section 1005. Payment of Taxes and Other Claims.

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

Section 1006. Maintenance of Properties.

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

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

Section 1007. Limitation on Indebtedness.

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

Section 1008. Limitation on Liens.

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

Section 1009. Limitation on Restricted Payments.

Except as otherwise provided in this Section 1009, the Company shall not, and
shall not permit any Restricted Subsidiary to, make any Restricted Payment if
(a) at the time of such

proposed Restricted Payment, a Default or Event of Default shall have
occurred and be continuing or shall occur as a consequence of such Restricted
Payment or (b) immediately after giving effect to such Restricted Payment, the
aggregate of all Restricted Payments that shall have been made on or after April
1, 2008 would exceed the sum of:

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

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

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

The foregoing provisions of this Section 1009 shall not prevent (i) the
payment of any dividend within 60 days after the date of declaration thereof, if
at such date of declaration such payment complied with the foregoing provisions
or this Section 1009; and (ii) the retirement, redemption, purchase, defeasance
or other acquisition of any shares of the Company153s 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 Company153s Capital Stock or warrants, rights or options to acquire
Capital Stock of the Company. For purposes of determining the aggregate
permissible amount of Restricted Payments in accordance with clause (b) of the
first paragraph of this Section 1009, all amounts expended pursuant to clause
(i) of this paragraph shall be included and all amounts expended or received
pursuant to clause (ii) of this paragraph shall be excluded; provided,
however, that amounts paid pursuant to clause (i) of this paragraph shall
be included only to the extent that such amounts were not previously included in
calculating Restricted Payments.

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 Company153s financial statements
affecting Cumulative Cash Flow Credit or Cumulative Interest Expense for any
period.

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

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

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

Section 1011. Transactions with Affiliates.

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

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 November 15, 2011, a brief certificate of its
principal executive officer, principal financial officer or principal accounting
officer stating whether, to such officer153s 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 Officers153 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
Officers153 Certificate setting forth (i) the Section of this Indenture pursuant
to which the redemption shall occur, (ii) the Redemption Date, (iii) the
principal amount of Securities to be redeemed and (iv) the Redemption Price.

Section 1102. Selection of Securities to Be Redeemed.

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

(b) The Trustee shall promptly notify the Company in writing of the
Securities selected for redemption and, in the case of any Security selected for
partial redemption, the principal amount at maturity thereof to be redeemed. No
Securities in amounts of $2,000 or less shall be redeemed in part. Securities
and portions of Securities selected for redemption shall be in amounts of $1,000
or integral multiples thereof; provided that the unredeemed portion of
Securities held by a Holder after giving effect to the redemption shall not be
in an amount of less than $2,000; and provided further 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 $2,000 or a multiple of $1,000 in
excess thereof, 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 (including the CUSIP or ISIN
numbers) to be redeemed and shall state:

(i) the Redemption Date;

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

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

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

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

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

(b) At the Company153s request, the Trustee shall give the notice of redemption
in the Company153s 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 Officers153 Certificate requesting that the Trustee give such
notice and setting forth the information to be stated in such notice as provided
in the preceding paragraph. The notice, if mailed in the manner provided herein
shall be presumed to have been given, whether or not the Holder receives such
notice.

Section 1104. Effect of Notice of Redemption.

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

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 $2,000 or less shall
be redeemed in part.

Section 1107. Optional Redemption.

At its option, the Company may redeem the Securities, in whole or in part, at
any time and from time to time at a redemption price equal to the greater of (a)
100% of the principal amount of the Securities to be redeemed, and (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.

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

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

ARTICLE TWELVE

DEFEASANCE AND COVENANT DEFEASANCE

Section 1201. Option to Effect Defeasance or Covenant
Defeasance.

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

Section 1202. Defeasance and Discharge.

Upon the Company153s 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 Company153s 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
Company153s 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 Company153s exercise under Section 1201 of the option applicable to
this Section 1203, the Company shall be released from its obligations under any
covenant contained in Article Eight and in Sections 1004 through 1012 with
respect to the Outstanding Securities on and after the date the conditions set
forth below are satisfied (hereinafter, “covenant defeasance”), and the
Securities shall thereafter be deemed to be not “Outstanding” for the purposes
of any direction, waiver, consent or declaration or Act of Holders (and the
consequences of any thereof) in connection with such covenants, but shall
continue to be deemed “Outstanding” for all other purposes hereunder (it being
understood that such Securities shall not be deemed Outstanding for financial
accounting purposes). For this purpose, such covenant defeasance means that,
with respect to the Outstanding Securities, the Company may omit to comply with
and shall have no

liability in respect of any term, condition or limitation set forth in any
such covenant, whether directly or indirectly, by reason of any reference
elsewhere herein to any such covenant or by reason of any reference in any such
covenant to any other provision herein or in any other document and such
omission to comply shall not constitute a default or an Event of Default under
Section 501(c), but, except as specified above, the remainder of this Indenture
and such Securities shall be unaffected thereby. In addition, upon the Company153s
exercise under Section 1201 of the option applicable to Section 1203, Sections
501(c) through 501(e) shall not constitute Events of Default.

Section 1204. Conditions to Defeasance or Covenant
Defeasance.

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

(1) The Company shall irrevocably have deposited or caused to be deposited
with the Trustee (or another trustee satisfying the requirements of Section 608
who shall agree to comply with the provisions of this Article Twelve applicable
to it) as trust funds in trust for the purpose of making the following payments,
specifically pledged as security for, and dedicated solely to, the benefit of
the Holders of such Securities, (A) cash in U.S. Dollars in an amount, or (B)
U.S. Government Obligations (as defined below) which through the scheduled
payment of principal and interest in respect thereof in accordance with their
terms shall provide, not later than one day before the due date of any payment,
cash in U.S. Dollars in an amount, or (C) a combination thereof, sufficient, in
the opinion of a nationally recognized firm of independent public accountants
expressed in a written certification thereof delivered to the Trustee, to pay
and discharge and which shall be applied by the Trustee (or other qualifying
trustee) to pay and discharge, (i) the principal of and interest on the
Outstanding Securities due on the Stated Maturity of such principal or
installment of principal or interest and (ii) any mandatory sinking fund
payments or analogous payments applicable to the Outstanding Securities on the
day on which such payments are due and payable in accordance with the terms of
this Indenture and of such Securities; provided that the Trustee shall
have been irrevocably instructed to apply such money or the proceeds of such
U.S. Government Obligations to said payments with respect to the Securities. For
this purpose, “U.S. Government Obligations” means securities that are (x) direct
obligations of the United States of America for the timely payment of which its
full faith and credit is pledged or (y) obligations of a Person controlled or
supervised by and acting as an agency or instrumentality of the United States of
America the timely payment of which is unconditionally guaranteed as a full
faith and credit obligation by the United States of America, which, in either
case, are not callable or redeemable at the option of the issuer thereof, and
shall also include a depository receipt issued by a bank (as defined in Section
3(a)(2) of the Securities Act of 1933, as amended), as custodian with respect to
any such U.S. Government Obligation or a specific payment of principal of or
interest on any such U.S. Government Obligation held by such custodian for the
account of the holder of such depository receipt; provided that (except
as required by law) such

custodian is not authorized to make any deduction from the amount payable to
the holder of such depository receipt from any amount received by the custodian
in respect of the U.S. Government Obligation or the specific payment of
principal of or interest on the U.S. Government Obligation evidenced by such
depository receipt;

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

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

(4) In the case of an election under Section 1202, the Company shall have
delivered to the Trustee an Opinion of Counsel in the United States stating that
(x) the Company has received from, or there has been published by, the Internal
Revenue Service a ruling or (y) since November 15, 2011, 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; and

(7) The Company shall have delivered to the Trustee an Officers153 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 Company153s 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.

* * * * *

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. The exchange of copies of this Indenture and of signature pages by
facsimile or PDF transmission shall constitute effective execution and delivery
of this Indenture as to the parties hereto and may be used in lieu of the
original Indenture for all purposes. Signatures of the parties hereto
transmitted by facsimile or PDF shall be deemed to be their original signatures
for all purposes.

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


CSC HOLDINGS, LLC
By:	/s/ Kevin Watson
	Name:	Kevin Watson
	Title:	Senior Vice President and Treasurer


Attest:
	/s/ Gregg G. Seibert
	Name:	Gregg G. Seibert
	Title:	Executive Vice President and Chief Financial Officer


U.S. BANK NATIONAL ASSOCIATION, as Trustee
By:	/s/ John J. Doherty
	Name:	John J. Doherty
	Title:	Vice President

EXHIBIT A

RESTRICTED SUBSIDIARIES
(* : material subsidiary)

1047 E 46TH STREET CORPORATION

151 S. FULTON STREET CORPORATION
2234 FULTON STREET CORPORATION

A-R CABLE SERVICES : NY, INC.
CABLEVISION LIGHTPATH : CT, INC.
CABLEVISION LIGHTPATH : NJ, INC.
CABLEVISION LIGHTPATH, INC.
CABLEVISION OF BROOKHAVEN, INC.
CABLEVISION OF HUDSON COUNTY, LLC
CABLEVISION OF LITCHFIELD, INC.
CABLEVISION OF MONMOUTH, LLC
CABLEVISION OF NEW JERSEY, LLC
CABLEVISION OF OAKLAND, LLC
CABLEVISION OF PATERSON, LLC
CABLEVISION OF ROCKLAND/RAMAPO, LLC
CABLEVISION OF WARWICK, LLC
CABLEVISION OF SOUTHERN WESTCHESTER, INC.
CABLEVISION OF WAPPINGERS FALLS, INC.
CABLEVISION SYSTEMS BROOKLINE CORPORATION
CABLEVISION SYSTEMS DUTCHESS CORPORATION
CABLEVISION SYSTEMS EAST HAMPTON CORPORATION
CABLEVISION SYSTEMS GREAT NECK CORPORATION
CABLEVISION SYSTEMS HUNTINGTON CORPORATION
CABLEVISION SYSTEMS ISLIP CORPORATION
CABLEVISION SYSTEMS LONG ISLAND CORPORATION
* CABLEVISION SYSTEMS NEW YORK CITY CORPORATION
CABLEVISION SYSTEMS SUFFOLK CORPORATION
CABLEVISION SYSTEMS WESTCHESTER CORPORATION
CSC ACQUISITION : MA, INC.
CSC ACQUISITION : NY, INC.
CSC ACQUISITION CORPORATION
CSC GATEWAY, LLC
* CSC OPTIMUM HOLDINGS, LLC
* CSC TKR, LLC
LIGHTPATH VOIP, LLC
NY OV LLC
OV LLC
PETRA CABLEVISION CORP.

SAMSON CABLEVISION CORP.
SUFFOLK CABLE CORPORATION
SUFFOLK CABLE OF SHELTER ISLAND, INC.
SUFFOLK CABLE OF SMITHTOWN, INC.
TELERAMA, INC.

PARTNERSHIPS:

CABLEVISION OF OSSINING LIMITED PARTNERSHIP
CABLEVISION OF NEWARK

EXHIBIT B

Form of Registration Rights Agreement

CSC HOLDINGS, LLC,

Issuer,

U.S. BANK NATIONAL ASSOCIATION,

Trustee

Indenture

Dated as of November 15, 2011

$1,000,000,000

6.75% Senior Notes due 2021

6.75% Series B Senior Notes due 2021

Reconciliation and Tie Between Trust Indenture Act

of 1939 and Indenture, dated as of November 15, 2011


Trust Indenture
Act Section		Indenture Section
§10(a)(1)		608
(a)(2)		608
(b)		607, 609
§311(a)		612
(b)		612
§312(a)		607
(b)		607
(c)		701
§313		702
§314(a)		703
(a)(4)		1013
(c)(1)		103
(c)(2)		103
(e)		103
§315(b)		601
§316(a)(last sentence)		101 (“Outstanding”)
(a)(1)(A)		502, 512
(a)(1)(B)		513
(b)		508
(c)		105(d)
§317(a)(1)		503
(a)(2)		504
(b)		1003
§318(a)		108

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

TABLE OF CONTENTS


	PAGE
RECITALS OF THE COMPANY		1
ARTICLE ONE DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION		1
Section 101. Definitions		1
“Acquired Indebtedness”		2
“Additional Securities”		2
“Adjusted Treasury Rate”		2
“Affiliate”		2
“Agent Members”		2
“Annualized Operating Cash Flow”		2
“Average Life”		2
“Bank Credit Agreement”		2
“Banks”		3
“Board of Directors”		3
“Board Resolution”		3
“Book-Entry Security”		3
“Business Day”		3
“Capital Stock”		3
“Capitalized Lease Obligation”		3
“Cash Flow Ratio”		3
“Commission”		3
“Common Stock”		4
“Company”		4
“Company Request” or “Company Order”		4
“Comparable Treasury Issue”		4
“Comparable Treasury Price”		4
“Consolidated Net Tangible Assets”		4
“Corporate Trust Office”		4
“corporation”		4
“Cumulative Cash Flow Credit”		5
“Cumulative Interest Expense”		5
“Debt”		5
“Default”		6
“Depository”		6
“Disqualified Stock”		6
“Event of Default”		6
“Exchange Act”		6
“Exchange Offer”		6
“Exchange Offer Registration Statement”		6
“Exchange Securities”		6
“generally accepted accounting principles”		6
“Global Security”		6


	PAGE
“guarantee”		7
“Holder”		7
“Indebtedness”		7
“Indenture”		7
“Initial Interest Payment Date”		7
“Initial Purchasers”		7
“Initial Securities”		7
“Interest Payment Date”		7
“Interest Swap Obligations”		8
“Investment”		8
“Lease”		8
“Lien”		8
“Liquidated Damages”		8
“Maturity”		8
“Officers153 Certificate”		9
“Operating Cash Flow”		9
“Opinion of Counsel”		9
“Outstanding”		9
“Paying Agent”		10
“Permitted Liens”		10
“Person”		12
“Physical Security”		12
“Predecessor Security”		12
“Preferred Stock”		12
“Qualified Institutional Buyer” or “QIB”		12
“Quotation Agent”		12
“Receivables and Related Assets”		13
“Redemption Date”		13
“Redemption Price”		13
“Reference Treasury Dealer”		13
“Reference Treasury Dealer Quotations”		13
“Refinancing Indebtedness”		13
“Registered Securities”		13
“Registration Rights Agreement”		13
“Regular Record Date”		14
“Regulation S Global Security”		14
“Responsible Officer”		14
“Restricted Payment”		14
“Restricted Security”		15
“Restricted Subsidiary”		15
“Rule 144A Global Security”		15
“Securities Act”		15
“Securities Issue Date”		15


	PAGE
“Securitization Subsidiary”		15
“Security” and “Securities”		16
“Security Register” and “Security Registrar”		16
“Senior Indebtedness”		16
“Shelf Registration Statement”		16
“Special Record Date”		16
“Stated Maturity”		16
“Stock Payment”		16
“subsidiary”		16
“Subsidiary”		17
“Trust Indenture Act”		17
“Trustee”		17
“Unrestricted Subsidiary”		17
“Voting Stock”		17
Section 102. Other Definitions		17
Section 103. Compliance Certificates and Opinions		17
Section 104. Form of Documents Delivered to Trustee		18
Section 105. Acts of Holders		19
Section 106. Notices, Etc. to Trustee and Company		20
Section 107. Notice to Holders; Waiver		20
Section 108. Conflict of Any Provision of Indenture with Trust Indenture Act		21
Section 109. Effect of Headings and Table of Contents		21
Section 110. Successors and Assigns		21
Section 111. Separability Clause		21
Section 112. Benefits of Indenture		21
Section 113. Governing Law; Waiver of Jury Trial		21
Section 114. Legal Holidays		22
Section 115. No Recourse Against Others		22
Section 116. Force Majeure		22
Section 117. U.S.A. Patriot Act		22
ARTICLE TWO SECURITY FORMS		23
Section 201. Forms Generally; Incorporation of Form in Indenture		23
Section 202. Form of Face of Security		23
Section 203. Form of Reverse of Security		27
Section 204. Form of Trustee153s Certificate of Authentication		31
Section 205. Form of Legend on Restricted Securities		31
Section 206. Form of Legend for Book-Entry Securities		32
ARTICLE THREE THE SECURITIES		33
Section 301. Title and Terms		33
Section 302. Denominations		34
Section 303. Execution, Authentication, Delivery and Dating		34
Section 304. Temporary Securities		36
Section 305. Registration, Registration of Transfer and Exchange		36


	PAGE
Section 306. Mutilated, Destroyed, Lost and Stolen Securities		38
Section 307. Payment of Interest; Interest Rights Preserved		38
Section 308. Persons Deemed Owners		39
Section 309. Cancellation		40
Section 310. Computation of Interest		40
Section 311. Registration Rights of Holders of Initial Securities		40
Section 312. ISIN and CUSIP Numbers		40
Section 313. Book-Entry Provisions for Global Securities		41
Section 314. Special Transfer Provisions		42
ARTICLE FOUR SATISFACTION AND DISCHARGE		44
Section 401. Satisfaction and Discharge of Indenture		44
Section 402. Application of Trust Money		45
ARTICLE FIVE REMEDIES		46
Section 501. Events of Default		46
Section 502. Acceleration of Maturity; Rescission		48
Section 503. Collection of Indebtedness and Suits for Enforcement by Trustee		49
Section 504. Trustee May File Proofs of Claim		49
Section 505. Trustee May Enforce Claims Without Possession of Securities		50
Section 506. Application of Money Collected		50
Section 507. Limitation on Suits		51
Section 508. Unconditional Right of Holders to Receive Principal and Interest		51
Section 509. Restoration of Rights and Remedies		52
Section 510. Rights and Remedies Cumulative		52
Section 511. Delay or Omission Not Waiver		52
Section 512. Control by Holders		52
Section 513. Waiver of Past Defaults		53
Section 514. Undertaking for Costs		53
Section 515. Waiver of Stay, Extension or Usury Laws		53
ARTICLE SIX THE TRUSTEE		54
Section 601. Certain Duties and Responsibilities		54
Section 602. Certain Rights of Trustee		55
Section 603. Not Responsible for Recitals or Issuance of Securities		56
Section 604. May Hold Securities		57
Section 605. Money Held in Trust		57
Section 606. Compensation and Reimbursement		57
Section 607. Conflicting Interests		58
Section 608. Corporate Trustee Required; Eligibility		58
Section 609. Resignation and Removal; Appointment of Successor		58
Section 610. Acceptance of Appointment by Successor		60
Section 611. Merger, Conversion, Consolidation or Succession to Business		60
Section 612. Preferential Collection of Claims Against Company		60
Section 613. Trustee153s Application for Instructions from the Company		60
Section 614. Notice of Defaults		61


	PAGE
ARTICLE SEVEN HOLDERS153 LISTS AND REPORTS BY TRUSTEE AND COMPANY		61
Section 701. Disclosure of Names and Addresses of Holders		61
Section 702. Reports by Trustee		61
Section 703. Reports by Company		61
Section 704. Selection of Accrual Periods		62
ARTICLE EIGHT CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE		63
Section 801. Company May Consolidate, Etc., Only on Certain Terms		63
Section 802. Successor Substituted		63
ARTICLE NINE SUPPLEMENTAL INDENTURES		64
Section 901. Supplemental Indentures Without Consent of Holders		64
Section 902. Supplemental Indentures with Consent of Holders		65
Section 903. Execution of Supplemental Indentures		65
Section 904. Effect of Supplemental Indentures		66
Section 905. Conformity with Trust Indenture Act		66
Section 906. Reference in Securities to Supplemental Indentures		66
ARTICLE TEN COVENANTS		66
Section 1001. Payment of Principal and Interest		66
Section 1002. Maintenance of Office or Agency		66
Section 1003. Money for Security Payments to Be Held in Trust		67
Section 1004. Corporate Existence		68
Section 1005. Payment of Taxes and Other Claims		68
Section 1006. Maintenance of Properties		69
Section 1007. Limitation on Indebtedness		69
Section 1008. Limitation on Liens		69
Section 1009. Limitation on Restricted Payments		69
Section 1010. Limitation on Investments in Unrestricted Subsidiaries and Affiliates		71
Section 1011. Transactions with Affiliates		71
Section 1012. Provision of Financial Statements		71
Section 1013. Statement as to Compliance		72
Section 1014. Waiver of Certain Covenants		72
Section 1015. Statement by Officers as to Default		72
ARTICLE ELEVEN REDEMPTION OF SECURITIES		73
Section 1101. Notices to Trustee		73
Section 1102. Selection of Securities to Be Redeemed		73
Section 1103. Notice of Redemption		73
Section 1104. Effect of Notice of Redemption		74
Section 1105. Deposit of Redemption Price		74
Section 1106. Securities Redeemed in Part		75
Section 1107. Optional Redemption		75
ARTICLE TWELVE DEFEASANCE AND COVENANT DEFEASANCE		76
Section 1201. Option to Effect Defeasance or Covenant Defeasance		76
Section 1202. Defeasance and Discharge		76


	PAGE
Section 1203. Covenant Defeasance		76
Section 1204. Conditions to Defeasance or Covenant Defeasance		77
Section 1205. Deposited Money and U.S. Government Obligations to Be Held in Trust; Other Miscellaneous Provisions		79
Section 1206. Reinstatement		79
RESTRICTED SUBSIDIARIES (* : MATERIAL SUBSIDIARY)		1

TESTIMONIUM		81

SIGNATURES AND SEALS		81

ACKNOWLEDGMENTS		81

EXHIBIT A List of Restricted Subsidiaries

EXHIBIT B Form of Registration Rights Agreement

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