INDENTURE

Indenture Agreement

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BANK OF NEW YORK | CABLEVISION SYSTEMS CORPORATION

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Title: INDENTURE
Governing Law: New York Date: 4/14/2005
Industry: BRDCST Sector: SERVIC

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Exhibit 4.2

EXECUTION COPY

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CABLEVISION SYSTEMS CORPORATION

Issuer,

THE BANK OF NEW YORK,

Trustee

INDENTURE

Dated as of April 6, 2004

$1,000,000,000

8% Senior Notes due 2012

8% Series B Senior Notes due 2012

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RECONCILIATION AND TIE BETWEEN TRUST INDENTURE ACT

OF 1939 AND INDENTURE, DATED AS OF APRIL 6, 2004

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TRUST INDENTURE ACT SECTION INDENTURE SECTION

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Section 310(a)(1)......................................... 608

(a)(2)......................................... 608

(b)............................................ 607, 609

Section 311(a)............................................ 612

(b)............................................ 612

Section 312(a)............................................ 607

(b)............................................ 607

(c)............................................ 701

Section 313............................................... 702

Section 314(a)............................................ 703

(a)(4)......................................... 1013

(c)(1)......................................... 103

(c)(2)......................................... 103

(e)............................................ 103

Section 315(b)............................................ 601

Section 316(a)(last sentence)............................. 101 ("Outstanding")

(a)(1)(A)...................................... 502, 512

(a)(1)(B)...................................... 513

(b)............................................ 508

(c)............................................ 105(d)

Section 317(a)(1)......................................... 503

(a)(2)......................................... 504

(b)............................................ 1003

Section 318(a)............................................ 108

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Note: This reconciliation and tie shall not, for any purpose, be deemed to be a

part of this Indenture.

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TABLE OF CONTENTS

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RECITALS................................................................. 1

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

"CSC Holdings"..................................................... 5

"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

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"Global Security".................................................. 7

"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"........................................ 7

"Investment"....................................................... 8

"Lease"............................................................ 8

"Lien"............................................................. 8

"Liquidated Damages"............................................... 8

"Mandatorily Redeemable Preferred Stock"........................... 8

"Maturity"......................................................... 8

"Officers' Certificate"............................................ 9

"Operating Cash Flow".............................................. 9

"Opinion of Counsel"............................................... 9

"Outstanding"...................................................... 9

"Paying Agent"..................................................... 10

"Permitted Liens".................................................. 10

"Person"........................................................... 12

"Physical Security"................................................ 12

"Predecessor Security"............................................. 12

"Preferred Stock".................................................. 12

"Qualified Institutional Buyer" or "QIB"........................... 12

"Quotation Agent".................................................. 12

"Receivables and Related Assets"................................... 12

"Redemption Date".................................................. 12

"Redemption Price"................................................. 12

"Reference Treasury Dealer"........................................ 13

"Reference Treasury Dealer Quotations"............................. 13

"Refinancing Indebtedness"......................................... 13

"Registered Securities"............................................ 13

"Registration Rights Agreement".................................... 13

"Regular Record Date".............................................. 13

"Regulation S Global Security"..................................... 13

"Responsible Officer".............................................. 13

"Restricted Payment"............................................... 14

"Restricted Security".............................................. 14

"Restricted Subsidiary"............................................ 15

"Rule 144A Global Security"........................................ 15

"Securities Act"................................................... 15

"Securities Issue Date"............................................ 15

"Securitization Subsidiary"........................................ 15

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"Security" and "Securities"........................................ 15

"Security Register" and "Security Registrar"....................... 15

"Senior Indebtedness".............................................. 16

"Shelf Registration Statement"..................................... 16

"Special Record Date".............................................. 16

"Stated Maturity".................................................. 16

"Stock Payment".................................................... 16

"subsidiary"....................................................... 16

"Subsidiary"....................................................... 16

"Trust Indenture Act".............................................. 16

"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.......................................... 18

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......................................... 20

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............................................ 21

Section 114. Legal Holidays........................................... 21

Section 115. No Recourse Against Others............................... 21

ARTICLE TWO SECURITY FORMS............................................... 22

Section 201. Forms Generally; Incorporation of Form in Indenture...... 22

Section 202. Form of Face of Security................................. 22

Section 203. Form of Reverse of Security.............................. 25

Section 204. Form of Trustee's Certificate of Authentication.......... 29

Section 205. Form of Legend on Restricted Securities.................. 29

Section 206. Form of Legend for Book-Entry Securities................. 30

ARTICLE THREE THE SECURITIES............................................. 30

Section 301. Title and Terms.......................................... 30

Section 302. Denominations............................................ 31

Section 303. Execution, Authentication, Delivery and Dating........... 31

Section 304. Temporary Securities..................................... 33

Section 305. Registration, Registration of Transfer and Exchange...... 33

Section 306. Mutilated, Destroyed, Lost and Stolen Securities......... 35

Section 307. Payment of Interest; Interest Rights Preserved........... 35

Section 308. Persons Deemed Owners.................................... 36

Section 309. Cancellation............................................. 37

Section 310. Computation of Interest.................................. 37

Section 311. Registration Rights of Holders of Initial Securities..... 37

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Section 312. CUSIP Numbers............................................ 37

Section 313. Book-Entry Provisions for Global Securities.............. 37

Section 314. Special Transfer Provisions.............................. 39

ARTICLE FOUR SATISFACTION AND DISCHARGE.................................. 41

Section 401. Satisfaction and Discharge of Indenture.................. 41

Section 402. Application of Trust Money............................... 42

ARTICLE FIVE REMEDIES.................................................... 42

Section 501. Events of Default........................................ 42

Section 502. Acceleration of Maturity; Rescission..................... 44

Section 503. Collection of Indebtedness and Suits for Enforcement by

Trustee............................................... 45

Section 504. Trustee May File Proofs of Claim......................... 46

Section 505. Trustee May Enforce Claims Without Possession of

Securities............................................ 46

Section 506. Application of Money Collected........................... 47

Section 507. Limitation on Suits...................................... 47

Section 508. Unconditional Right of Holders to Receive Principal and

Interest.............................................. 48

Section 509. Restoration of Rights and Remedies....................... 48

Section 510. Rights and Remedies Cumulative........................... 48

Section 511. Delay or Omission Not Waiver............................. 48

Section 512. Control by Holders....................................... 48

Section 513. Waiver of Past Defaults.................................. 49

Section 514. Undertaking for Costs.................................... 49

Section 515. Waiver of Stay, Extension or Usury Laws.................. 50

ARTICLE SIX THE TRUSTEE.................................................. 50

Section 601. Certain Duties and Responsibilities...................... 50

Section 602. Certain Rights of Trustee................................ 51

Section 603. Not Responsible for Recitals or Issuance of Securities... 52

Section 604. May Hold Securities...................................... 53

Section 605. Money Held in Trust...................................... 53

Section 606. Compensation and Reimbursement........................... 53

Section 607. Conflicting Interests.................................... 54

Section 608. Corporate Trustee Required; Eligibility.................. 54

Section 609. Resignation and Removal; Appointment of Successor........ 54

Section 610. Acceptance of Appointment by Successor................... 55

Section 611. Merger, Conversion, Consolidation or Succession to

Business.............................................. 56

Section 612. Preferential Collection of Claims Against Company........ 56

Section 613. Trustee's Application for Instructions from the Company.. 56

Section 614. Notice of Defaults....................................... 56

ARTICLE SEVEN HOLDERS' LISTS AND REPORTS BY TRUSTEE AND COMPANY.......... 57

Section 701. Disclosure of Names and Addresses of Holders............. 57

Section 702. Reports by Trustee....................................... 57

Section 703. Reports by Company....................................... 57

ARTICLE EIGHT CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE....... 58

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

Terms................................................. 58

Section 802. Successor Substituted.................................... 59

ARTICLE NINE SUPPLEMENTAL INDENTURES..................................... 59

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Section 901. Supplemental Indentures Without Consent of Holders....... 59

Section 902. Supplemental Indentures with Consent of Holders.......... 60

Section 903. Execution of Supplemental Indentures..................... 60

Section 904. Effect of Supplemental Indentures........................ 61

Section 905. Conformity with Trust Indenture Act...................... 61

Section 906. Reference in Securities to Supplemental Indentures....... 61

ARTICLE TEN COVENANTS.................................................... 61

Section 1001. Payment of Principal and Interest....................... 61

Section 1002. Maintenance of Office or Agency......................... 61

Section 1003. Money for Security Payments to Be Held in Trust......... 62

Section 1004. Corporate Existence..................................... 63

Section 1005. Payment of Taxes and Other Claims....................... 63

Section 1006. Maintenance of Properties............................... 63

Section 1007. Limitation on Indebtedness.............................. 64

Section 1008. Limitation on Liens..................................... 64

Section 1009. Limitation on Restricted Payments....................... 64

Section 1010. Limitation on Investments in Unrestricted

Subsidiaries and Affiliates.......................... 65

Section 1011. Transactions with Affiliates............................ 66

Section 1012. Provision of Financial Statements....................... 66

Section 1013. Statement as to Compliance.............................. 66

Section 1014. Waiver of Certain Covenants............................. 67

Section 1015. Statement by Officers as to Default..................... 67

ARTICLE ELEVEN REDEMPTION OF SECURITIES.................................. 67

Section 1101. Notices to Trustee...................................... 67

Section 1102. Selection of Securities to Be Redeemed.................. 67

Section 1103. Notice of Redemption.................................... 68

Section 1104. Effect of Notice of Redemption.......................... 69

Section 1105. Deposit of Redemption Price............................. 69

Section 1106. Securities Redeemed in Part............................. 69

Section 1107. Optional Redemption..................................... 69

ARTICLE TWELVE DEFEASANCE AND COVENANT DEFEASANCE........................ 70

Section 1201. Option to Effect Defeasance or Covenant Defeasance...... 70

Section 1202. Defeasance and Discharge................................ 70

Section 1203. Covenant Defeasance..................................... 70

Section 1204. Conditions to Defeasance or Covenant Defeasance......... 71

Section 1205. Deposited Money and U.S. Government Obligations to

Be Held in Trust; Other Miscellaneous Provisions..... 72

Section 1206. Reinstatement........................................... 73

TESTIMONIUM.............................................................. 81

SIGNATURES AND SEALS..................................................... 81

ACKNOWLEDGMENTS.......................................................... 81

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EXHIBIT A List of Restricted Subsidiaries

EXHIBIT B Form of Registration Rights Agreement

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INDENTURE dated as of April 6, 2004 between Cablevision Systems

Corporation, a Delaware corporation (hereinafter called the "Company"), and The

Bank of New York, a New York banking corporation, trustee (hereinafter called

the "Trustee").

RECITALS OF THE COMPANY

The Company has duly authorized the creation of an issue of its 8%

Senior Notes due 2012 (hereinafter called the "Initial Securities") and its 8%

Series B Senior Notes due 2012 (the "Exchange Securities," and together with the

Initial Securities and any Additional Securities, the "Securities"), of

substantially the tenor and amount hereinafter set forth, and to provide

therefor the Company has duly authorized the execution and delivery of this

Indenture;

Upon the issuance of the Exchange Securities, if any, or the

effectiveness of the Exchange Offer Registration Statement (as defined herein)

or, under certain circumstances, the effectiveness of the Shelf Registration

Statement (as defined herein), this Indenture shall be subject to, and shall be

governed by, the provisions of the Trust Indenture Act that are required to be

part of this Indenture and shall to the extent applicable be governed by such

provisions.

NOW, THEREFORE, THIS INDENTURE WITNESSETH:

For and in consideration of the premises and the purchase of the

Securities by the Holders thereof, it is mutually covenanted and agreed, for the

equal and proportionate benefit of all Holders of the Securities, as follows:

ARTICLE ONE

DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION

SECTION 101. DEFINITIONS.

For all purposes of this Indenture, except as otherwise expressly

provided or unless the context otherwise requires:

(a) the terms defined in this Article have the meanings assigned to

them in this Article and include the plural as well as the singular;

(b) all other terms used herein which are defined in the Trust

Indenture Act, either directly or by reference therein, have the meanings

assigned to them therein;

meanings assigned to them in accordance with generally accepted accounting

principles and, except as otherwise herein expressly provided, the term

"generally accepted accounting principles" with respect to any computation

required or permitted hereunder shall mean such

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accounting principles as were generally accepted in the United States as of

August 15, 1997; and

(d) the words "herein", "hereof" and "hereunder" and other words of

similar import refer to this Indenture as a whole and not to any particular

Article, Section or other subdivision.

"Acquired Indebtedness" means Indebtedness of a Person (a) existing at

the time such Person is merged with or into the Company or a Subsidiary or

becomes a Subsidiary or (b) assumed in connection with the acquisition of assets

from such Person.

"Additional Securities" means an unlimited maximum aggregate principal

amount of Securities (other than the Initial Securities and Exchange Securities)

issued under this Indenture in accordance with Section 201 and subject to

Section 1007 hereof.

"Adjusted Treasury Rate" means, with respect to any redemption date,

the rate per annum equal to the semiannual equivalent yield to maturity of the

Comparable Treasury Issue, assuming a price for the Comparable Treasury Issue

(expressed as a percentage of its principal amount) equal to the Comparable

Treasury Price for such redemption date.

"Affiliate" means, with respect to any specified Person, any other

Person directly or indirectly controlling or controlled by or under direct or

indirect common control with such specified Person. For the purposes of this

definition, "control", when used with respect to any specified Person, means the

power to direct the management and policies of such Person, directly or

indirectly, whether through the ownership of voting securities, by contract or

otherwise; and the terms "controlling" and "controlled" have meanings

correlative to the foregoing.

"Agent Members" has the meaning specified in Section 313.

"Annualized Operating Cash Flow" means, for any period of three

complete consecutive calendar months, an amount equal to Operating Cash Flow for

such period multiplied by four.

"Average Life" means, at any date of determination with respect to any

debt security, the quotient obtained by dividing (a) the sum of the products of

(i) the number of years from such date of determination to the dates of each

successive scheduled principal payment of such debt security and (ii) the amount

of such principal payment by (b) the sum of all such principal payments.

"Bank Credit Agreement" means the Seventh Amended and Restated Credit

Agreement, dated as of June 26, 2001, among CSC Holdings; the Restricted

Subsidiaries (other than CSC Holdings) party thereto; the banks party thereto;

Toronto Dominion (Texas), Inc., as Administrative Agent; TD Securities (USA)

Inc. and Banc of America Securities LLC, as Co-Lead Arrangers and Co-Book

Managers; Bank of America, N.A. as Syndication Agent; The Bank of New York and

The Bank of Nova Scotia, as Co-Documentation Agents and Arrangers; The Chase

Manhattan Bank, as Co-Documentation Agent; Fleet National Bank, J.P. Morgan

Securities Inc., Mizuho Financial Group and Salomon Smith Barney Inc., as

Arrangers; Bank of

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Montreal, Barclays Bank plc, BNP Paribas, Credit Lyonnais New York Branch,

Dresdner Bank AG, New York and Grand Cayman branches, First Union National Bank,

and Royal Bank of Canada as Managing Agents; and Societe Generale and Suntrust

Bank, as Co-Agents, as amended by Amendment No. 1 thereto, dated July 20, 2001,

Amendment No. 2 thereto, dated November 19, 2001, and Amendment No. 3 and

Waiver, dated August 14, 2002, as in effect on the date hereof and as such

agreement may be amended or replaced from time to time.

"Banks" means the lenders from time to time who are parties to the

Bank Credit Agreement.

"Board of Directors" means the board of directors of the Company or

any duly authorized committee of such board.

"Board Resolution" means a copy of a resolution certified by the

Secretary or an Assistant Secretary of the Company to have been duly adopted by

the Board of Directors and to be in full force and effect on the date of such

certification and delivered to the Trustee.

"Book-Entry Security" means a Security represented by a Global

Security and registered in the name of the nominee of the Depository.

"Business Day" means each Monday, Tuesday, Wednesday, Thursday and

Friday that is not a day on which banking institutions in The City of New York

are authorized or obligated by law, regulation or executive order to close.

"Capital Stock" means, with respect to any Person, any and all shares,

interests, participations or other equivalents (however designated) of such

Person's capital stock whether now outstanding or issued after the date of this

Indenture, including, without limitation, all Common Stock, Preferred Stock and

Disqualified Stock.

"Capitalized Lease Obligation" means any obligation of a Person to pay

rent or other amounts under a lease with respect to any property, whether real,

personal or mixed, acquired or leased by such Person and used in its business

that is required to be accounted for as a liability on the balance sheet of such

Person in accordance with generally accepted accounting principles, and the

amount of such Capitalized Lease Obligation shall be the amount so required to

be accounted for as a liability.

"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

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Indenture such Commission is not existing and performing the duties now assigned

to it under the Trust Indenture Act, then the body performing such duties at

such time.

"Common Stock" means, with respect to any Person, any and all shares,

interests and participations (however designated and whether voting or

non-voting) in such Person's common equity, whether now Outstanding or issued

after the date of this Indenture, and includes, without limitation, all series

and classes of such common stock.

"Company" means the Person named as the "Company" in the first

paragraph of this instrument, until a successor Person shall have become such

pursuant to the applicable provisions of this Indenture, and thereafter

"Company" shall mean such successor Person. To the extent necessary to comply

with the requirements of the provisions of Trust Indenture Act Sections 310

through 317 as they are applicable to the Company, the term "Company" shall

include any other obligor with respect to the Securities for the purposes of

complying with such provisions.

"Company Request" or "Company Order" means a written request or order

signed in the name of the Company (a) by its Chairman, Chief Executive Officer,

a Vice Chairman, its President or a Vice President and (b) by its Treasurer, an

Assistant Treasurer, its Secretary or an Assistant Secretary and delivered to

the Trustee; provided, however, that such written request or order may be signed

by any two of the officers or directors listed in clause (a) above in lieu of

being signed by one of such officers or directors listed in such clause (a) and

one of the officers listed in clause (b) above.

"Comparable Treasury Issue" means the United States Treasury security

selected by a Quotation Agent as having a maturity comparable to the remaining

term of the Securities to be redeemed that would be utilized, at the time of

selection and in accordance with customary financial practice, in pricing new

issues of corporate debt securities of comparable maturity to the remaining term

of such Securities.

"Comparable Treasury Price" means, with respect to any redemption

date, (1) the average of the Reference Treasury Dealer Quotations for such

redemption date, after excluding the highest and lowest such Reference Treasury

Dealer Quotations, or (2) if the trustee obtains fewer than three such Reference

Treasury Dealer Quotations, the average of all such quotations.

"Consolidated Net Tangible Assets" of any Person means, as of any

date, (a) all amounts that would be shown as assets on a consolidated balance

sheet of such Person and its Restricted Subsidiaries prepared in accordance with

generally accepted accounting principles, less (b) the amount thereof

constituting goodwill and other intangible assets as calculated in accordance

with generally accepted accounting principles.

"Corporate Trust Office" means the office of the Trustee at which at

any particular time its corporate trust business shall be principally

administered, which office on the date hereof is located at 101 Barclay Street,

8th Floor West, New York, New York 10286.

"corporation" includes corporations, associations, partnerships,

limited liability companies, companies and business trusts.

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"CSC Holdings" means CSC Holdings, Inc., a Delaware corporation, and

its successors and assigns.

"Cumulative Cash Flow Credit" means the sum of:

(a) cumulative Operating Cash Flow during the period commencing on

July 1, 1988 and ending on the last day of the most recent month preceding

the date of the proposed Restricted Payment for which financial information

is available or, if cumulative Operating Cash Flow for such period is

negative, minus the amount by which cumulative Operating Cash Flow is less

than zero, plus

(b) the aggregate net proceeds received by the Company or CSC Holdings

from the issuance or sale (other than to the Company or a Restricted

Subsidiary) of its Capital Stock (other than Disqualified Stock) on or

after January 1, 1992, plus

from the issuance or sale (other than to the Company or a Restricted

Subsidiary) of its Capital Stock (other than Disqualified Stock) on or

after January 1, 1992, upon the conversion of, or exchange for,

Indebtedness of the Company or any Restricted Subsidiary or from the

exercise of any options, warrants or other rights to acquire Capital Stock

of the Company or CSC Holdings.

For purposes of this definition, the net proceeds in property other than cash

received by the Company or CSC Holdings as contemplated by clauses (b) and (c)

above shall be valued at the fair market value of such property (as determined

by the Board of Directors, whose good faith determination shall be conclusive)

at the date of receipt by the Company or CSC Holdings.

"Cumulative Interest Expense" means, for the period commencing on July

1, 1988 and ending on the last day of the most recent month preceding the

proposed Restricted Payment for which financial information is available, the

aggregate of the interest expense of the Company and its Restricted Subsidiaries

(or the Restricted Subsidiaries for periods prior to the incorporation of the

Company) for such period, determined on a consolidated basis in accordance with

generally accepted accounting principles, including interest expense

attributable to Capitalized Lease Obligations.

"Debt" with respect to any Person means, without duplication, any

liability, whether or not contingent, (a) in respect of borrowed money or

evidenced by bonds, notes, debentures or similar instruments or letters of

credit (or reimbursement agreements with respect thereto), but excluding

reimbursement obligations under any surety bond, (b) representing the balance

deferred and unpaid of the purchase price of any property (including pursuant to

Capitalized Lease Obligations), except any such balance that constitutes a trade

payable, (c) under Interest Swap Agreements (as defined in the Bank Credit

Agreement) entered into pursuant to the Bank Credit Agreement, (d) under any

other agreement related to the fixing of interest rates on any Indebtedness,

such as an interest swap, cap or collar agreement (if and to the extent any of

the foregoing liabilities would appear as a liability upon a balance sheet of

such Person prepared on a consolidated basis in accordance with generally

accepted accounting principles) or (e) guarantees of items of other Persons

which would be included within this

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definition for such other Persons, whether or not the guarantee would appear on

such balance sheet. "Debt" shall not include (a) Disqualified Stock, (b) any

liability for federal, state or other taxes owed or owing by such person or (c)

any accounts payable or other liability to trade creditors arising in the

ordinary course of business (including guarantees thereof or instruments

evidencing such liabilities).

"Default" means any event that is, or after notice or passage of time

or both would be, an Event of Default.

"Depository" means, with respect to the Securities issued in the form

of one or more Book-Entry Securities, The Depository Trust Company or another

Person designated as Depository by the Company, which must be a clearing agency

registered under the Exchange Act.

"Disqualified Stock" means any Capital Stock of the Company or any

Restricted Subsidiary which, by its terms (or by the terms of any security into

which it is convertible or for which it is exchangeable), or upon the happening

of any event, matures or is mandatorily redeemable, pursuant to a sinking fund

obligation or otherwise, or is redeemable at the option of the holder thereof,

in whole or in part, on or prior to the maturity date of the Securities.

"Event of Default" has the meaning specified in Article Five.

"Exchange Act" means the Securities Exchange Act of 1934, as amended.

"Exchange Offer" means the offer by the Company to the Holders of the

Initial Securities or any Additional Securities to exchange all of the Initial

Securities or such Additional Securities, as the case may be, for Exchange

Securities, as provided for in the Registration Rights Agreement.

"Exchange Offer Registration Statement" means the Exchange Offer

Registration Statement as defined in the Registration Rights Agreement.

"Exchange Securities" has the meaning specified in the first recital

of this Indenture and refers to any Exchange Securities containing terms

substantially identical to the Initial Securities and Additional Securities

(except that (a) such Exchange Securities shall not contain terms with respect

to transfer restrictions and shall be registered under the Securities Act, and

(b) certain provisions relating to an increase in the stated rate of interest

thereon shall be eliminated) that are issued and exchanged for the Initial

Securities and Additional Securities in accordance with the Exchange Offer, as

provided for in the Registration Rights Agreement and this Indenture.

"generally accepted accounting principles" or "GAAP" means generally

accepted accounting principles in the United States, consistently applied, which

were in effect as of August 15, 1997.

<PAGE>

"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

3.01.

"Initial Purchasers" means Citigroup Global Markets Inc., Banc of

America Securities LLC, Bear, Stearns & Co. Inc., Morgan Stanley & Co.

Incorporated, Deutsche Bank Securities Inc., BNY Capital Markets, Inc., Barclays

Capital Inc., Dresdner Kleinwort Wasserstein Securities LLC, Mizuho

International plc, SG Cowen Securities Corporation and Sun Trust Capital

Markets, Inc.

"Initial Securities" has the meaning specified in the recitals to this

Indenture.

"Interest Payment Date" means the Stated Maturity of an installment of

interest on the Securities.

"Interest Swap Obligations" means, with respect to any Person, the

obligations of such Person pursuant to any arrangement with any other Person

whereby, directly or indirectly, such Person is entitled to receive from time to

time periodic payments calculated by applying

<PAGE>

either a floating or a fixed rate of interest on a stated notional amount in

exchange for periodic payments made by such Person calculated by applying a

fixed or a floating rate of interest on the same notional amount.

"Investment" means any advance, loan, account receivable (other than

an account receivable arising in the ordinary course of business), or other

extension of credit (excluding, however, accrued and unpaid interest in respect

of any advance, loan or other extension of credit) or any capital contribution

to (by means of transfers of property to others, payments for property or

services for the account or use of others, or otherwise), any purchase or

ownership of any stocks, bonds, notes, debentures or other securities

(including, without limitation, any interests in any partnership, joint venture

or joint adventure) of, or any bank accounts with or guarantee of any

Indebtedness or other obligations of, any Unrestricted Subsidiary or Affiliate

that is not a Subsidiary; provided that (a) the term "Investment" shall not

include any transaction that would otherwise constitute an Investment of the

Company or a Subsidiary to the extent that the consideration provided by the

Company or such Subsidiary in connection therewith shall consist of Capital

Stock of the Company (other than Disqualified Stock) and (b) the term

"guarantee" shall not be interpreted to extend to a guarantee under which

recourse is limited to the Capital Stock of an entity that is not a Restricted

Subsidiary.

"Lease" means any capital lease, operating lease, equipment lease,

real property lease or other lease.

"Lien" means any lien, security interest, charge or encumbrance of any

kind (including any conditional sale or other title retention agreement, any

lease in the nature of a security interest and any agreement to give any

security interest). A Person shall be deemed to own subject to a Lien any

property which such Person has acquired or holds subject to the interest of a

vendor or lessor under a conditional sale agreement, capital lease or other

title retention agreement.

"Liquidated Damages" means all liquidated damages then owing pursuant

to Section 4 of the Registration Rights Agreement, or, in the case of Additional

Securities, the applicable section of the registration rights agreement entered

into with respect to those Additional Securities.

"Mandatorily Redeemable Preferred Stock" means the CSC Holdings'

Series A Exchangeable Participating Preferred Stock, Series H Redeemable

Exchangeable Preferred Stock, Series M Redeemable Exchangeable Preferred Stock

and any series of preferred stock of CSC Holdings issued in exchange for, or the

proceeds of which are used to repurchase, redeem, defease or otherwise acquire,

all or any portion of the Series A Exchangeable Participating Preferred Stock,

the Series H Redeemable Exchangeable Preferred Stock, Series M Redeemable

Exchangeable Preferred Stock or any other Mandatorily Redeemable Preferred

Stock.

"Maturity" when used with respect to any Security means the date on

which the principal of such Security becomes due and payable as therein or

herein provided whether at the Stated Maturity, by declaration of acceleration

or otherwise.

<PAGE>

"Officers' Certificate" means a certificate signed by (a) the

Chairman, Chief Executive Officer, a Vice Chairman, the President, a Vice

President or the Treasurer of the Company and (b) the Secretary or an Assistant

Secretary of the Company and delivered to the Trustee; provided, however, that

such certificate may be signed by two of the officers or directors listed in

clause (a) above in lieu of being signed by one of such officers or directors

listed in such clause (a) and one of the officers listed in clause (b) above.

"Operating Cash Flow" means, for any period, the sum of the following

for the Company and the Restricted Subsidiaries (or the Restricted Subsidiaries

for periods prior to the incorporation of the Company) for such period,

determined on a consolidated basis in accordance with generally accepted

accounting principles (except for the amortization of deferred installation

income which shall be excluded from the calculation of Operating Cash Flow for

all purposes of this Indenture): (a) aggregate operating revenues minus (b)

aggregate operating expenses (including technical, programming, sales, selling,

general and administrative expenses and salaries and other compensation, net of

amounts allocated to Affiliates, paid to any general partner, director, officer

or employee of the Company or any Restricted Subsidiary, but excluding interest,

depreciation and amortization and the amount of non-cash compensation in respect

of the Company's employee incentive stock programs for such period (not to

exceed in the aggregate for any calendar year 7% of the Operating Cash Flow for

the previous calendar year) and, to the extent otherwise included in operating

expenses, any losses resulting from a write-off or write-down of Investments by

the Company or any Restricted Subsidiary in Affiliates). For purposes of

determining Operating Cash Flow, there shall be excluded all management fees

until actually paid to the Company or any Restricted Subsidiary in cash.

"Opinion of Counsel" means a written opinion of counsel, who may be

counsel for the Company. Each such opinion shall include the statements provided

for in Trust Indenture Act section 314 to the extent applicable.

"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;

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

<PAGE>

presented to the Trustee proof satisfactory to it that such Securities are

held by a bona fide purchaser in whose hands the Securities are valid

obligations of the Company;

provided, however, that, in determining whether the Holders of the requisite

principal amount of Outstanding Securities have given any request, demand,

direction, consent or waiver hereunder, Securities owned by the Company or any

other obligor upon the Securities, or any Affiliate of the Company, or such

other obligor, shall be disregarded and deemed not to be Outstanding, except

that, in determining whether the Trustee shall be protected in relying upon any

such request, demand, direction, consent or waiver, only Securities which a

Responsible Officer of the Trustee actually knows to be so owned shall be so

disregarded. Securities so owned which have been pledged in good faith may be

regarded as Outstanding if the pledgee establishes to the satisfaction of the

Trustee the pledgee's right so to act with respect to such Securities and that

the pledgee is not the Company or any other obligor upon the Securities or any

Affiliate of the Company or such other obligor.

"Paying Agent" means any Person authorized by the Company to pay the

principal of or interest on any Securities on behalf of the Company.

"Permitted Liens" means the following types of Liens:

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

(b) Liens on shares of the Capital Stock of an entity that is not a

Restricted Subsidiary, which Liens solely secure a guarantee by the Company

or a Restricted Subsidiary, or both, of Indebtedness of such entity;

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

<PAGE>

business of the Company or any Restricted Subsidiary and with respect to

amounts not yet delinquent or being contested in good faith by appropriate

proceedings;

(j) Liens for taxes, assessments, government charges or claims not yet

due or that are being contested in good faith by appropriate proceedings;

(k) zoning restrictions, easements, rights-of-way, restrictions and

other similar charges or encumbrances or minor defects in title not

interfering in any material respect with the business of the Company or any

of its Restricted Subsidiaries;

(l) Liens arising by reason of any judgment, decree or order of any

court, arbitral tribunal or similar entity so long as any appropriate legal

proceedings that may have been initiated for the review of such judgment,

decree or order shall not have been finally terminated or the period within

which such proceedings may be initiated shall not have expired;

(m) Liens incurred or deposits made in the ordinary course of business

in connection with workers' compensation, unemployment insurance and other

types of social security or similar legislation;

(n) Liens securing the performance of bids, tenders, Leases,

contracts, franchises, public or statutory obligations, surety, stay or

appeal bonds, or other similar obligations arising in the ordinary course

of business;

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

lessee or the lessor;

(p) purchase money mortgages or other purchase money liens (including

without limitation any Capitalized Lease Obligations) upon any fixed or

capital assets acquired after the date of this Indenture, or purchase money

mortgages (including without limitation Capitalized Lease Obligations) on

any such assets hereafter acquired or existing at the time of acquisition

of such assets, whether or not assumed, so long as (i) such mortgage or

lien does not extend to or cover any other asset of the Company or any

Restricted Subsidiary and (ii) such mortgage or lien secures the obligation

to pay the purchase price of such asset, interest thereon and other charges

incurred in connection therewith (or the obligation under such Capitalized

Lease Obligation) only;

(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;

<PAGE>

(s) Liens to secure other Indebtedness; provided, however, that the

principal amount of any Indebtedness secured by such Liens, together with

the principal amount of any Indebtedness refinancing any Indebtedness

incurred under this clause (s) as permitted by clause (t) below (and

successive refinancings thereof), may not exceed 15% of the Company's

Consolidated Net Tangible Assets as of the last day of the Company's most

recently completed fiscal year for which financial information is

available; and

(t) any extension, renewal or replacement, in whole or in part, of any

Lien described in the foregoing clauses (a) through (s); provided that any

such extension, renewal or replacement shall be no more restrictive in any

material respect than the Lien so extended, renewed or replaced and shall

not extend to any additional property or assets.

"Person" means any individual, corporation, partnership, limited

liability company, joint venture, association, joint-stock company, trust,

unincorporated organization or government or any agency or political subdivision

thereof.

"Physical Security" has the meaning specified in Section 303.

"Predecessor Security" of any particular Security means every previous

Security evidencing all or a portion of the same debt as that evidenced by such

particular Security; and, for the purposes of this definition, any Security

authenticated and delivered under Section 306 in exchange for a mutilated

security or in lieu of a lost, destroyed or stolen Security shall be deemed to

evidence the same debt as the mutilated, lost, destroyed or stolen Security.

"Preferred Stock" means, with respect to any Person, any and all

shares, interests, participations or other equivalents (however designated) of

such Person's preferred or preference stock, whether now Outstanding or issued

after the date of this Indenture, and includes, without limitation, all classes

and series of preferred or preference stock.

"Qualified Institutional Buyer" or "QIB" shall have the meaning

specified in Rule 144A under the Securities Act.

"Quotation Agent" means the Reference Treasury Dealer appointed by the

trustee after consultation with the Company.

"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.

<PAGE>

"Reference Treasury Dealer" means (1) Citigroup Global Markets Inc.

and its successors; provided, however, that if the foregoing shall cease to be a

primary U.S. Government securities dealer in New York City (a "Primary Treasury

Dealer"), the Company shall substitute therefor another Primary Treasury Dealer;

and (2) any other Primary Treasury Dealers selected by the Trustee after

consultation with the Company.

"Reference Treasury Dealer Quotations" means, with respect to each

Reference Treasury Dealer and any Redemption Date, the average, as determined by

the Trustee, of the bid and ask prices for the Comparable Treasury Issue

(expressed in each case as a percentage of its principal amount) quoted in

writing to the Trustee by such Reference Treasury Dealer at 5:00 p.m. on the

third business day preceding such Redemption Date.

"Refinancing Indebtedness" means Indebtedness of the Company incurred

to redeem, repurchase, defease or otherwise acquire or retire for value other

Indebtedness that is subordinate in right of payment to the Securities, so long

as any such new Indebtedness (a) is made subordinate to the Securities at least

to the same extent as the Indebtedness being refinanced and (b) does not have

(i) an Average Life less than the Average Life of the Indebtedness being

refinanced, (ii) a final scheduled maturity earlier than the final scheduled

maturity of the Indebtedness being refinanced, or (iii) permit redemption at the

option of the holder earlier than the earlier of (A) the final scheduled

maturity of the Indebtedness being refinanced or (B) any date of redemption at

the option of the holder of the Indebtedness being refinanced.

"Registered Securities" means Securities issued or sold in a

transaction pursuant to an effective registration statement under the Securities

Act of 1933, as amended, as contemplated in the Registration Rights Agreement,

and any Exchange Security subsequently issued in exchange for or upon transfer

of any such Security.

"Registration Rights Agreement" means, with respect to the Initial

Securities, the Registration Rights Agreement, dated April 6, 2004, among the

Company and the Initial Purchasers, a form of which Registration Rights

Agreement is attached hereto as Exhibit B, and, with respect to any Additional

Securities, one or more registration rights agreements between the Company and

the other parties thereto, as such agreement(s) may be amended, modified or

supplemented from time to time, relating to rights given by the Company to the

purchasers of Additional Securities to register such Additional Securities under

the Securities Act.

"Regular Record Date" for the interest payable on any Interest Payment

Date means the April 1 or October 1 (whether or not a Business Day), as the case

may be, next preceding such Interest Payment Date.

"Regulation S Global Security" has the meaning specified in Section

303.

"Responsible Officer", when used with respect to the Trustee, means

any vice president, any assistant secretary, any assistant treasurer, any trust

officer or assistant trust officer or any other officer of the Trustee

customarily performing functions similar to those performed by any of the above

designated officers or assigned by the Trustee to administer corporate trust

matters at its Corporate Trust Office and also means, with respect to a

particular

<PAGE>

corporate trust matter, any other officer to whom such matter is referred

because of his knowledge of and familiarity with the particular subject.

"Restricted Payment" means:

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

(b) any direct or indirect payment by the Company or a Restricted

Subsidiary to redeem, purchase, defease or otherwise acquire or retire for

value, prior to any scheduled maturity, scheduled repayment or scheduled

sinking fund payment, any Indebtedness of the Company that is subordinate

in right of payment to the Securities; provided, however, that any direct

or indirect payment by the Company or a Restricted Subsidiary to redeem,

purchase, defease or otherwise acquire or retire for value, prior to any

scheduled maturity, scheduled repayment or scheduled sinking fund payment,

any Indebtedness that is subordinate in right of payment to the Securities

shall not be a Restricted Payment if either (i) after giving effect

thereto, the ratio of the Senior Indebtedness of the Company and the

Restricted Subsidiaries to Annualized Operating Cash Flow determined as of

the last day of the most recent month for which financial information is

available is less than or equal to 5 to 1 or (ii) such subordinate

Indebtedness is redeemed, purchased, defeased or otherwise acquired or

retired in exchange for, or out of (x) the proceeds of a sale (within one

year before or 180 days after such redemption, purchase, defeasance,

acquisition or retirement) of Refinancing Indebtedness or Capital Stock of

the Company or warrants, rights or options to acquire Capital Stock of the

Company or (y) any source of funds other than the incurrence of

Indebtedness (it being understood that the use of such funds to repay

Indebtedness that is later reborrowed to redeem, purchase, defease or

otherwise acquire or retire the subordinate Indebtedness shall be

considered a source of funds other than the incurrence of Indebtedness); or

Subsidiary to redeem, purchase, defease or otherwise acquire or retire for

value any Disqualified Stock at its mandatory redemption date or other

maturity date if and to the extent that Indebtedness that is not

subordinate in right of payment to the Securities is incurred to finance

such redemption, purchase, defeasance or other acquisition or retirement;

provided, however, that the redemption, purchase, defeasance or other

acquisition or retirement of mandatorily redeemable preferred stock at its

mandatory redemption or other maturity date shall not be a Restricted

Payment if and to the extent any Indebtedness incurred to finance all or a

portion of the purchase or redemption price does not have a final scheduled

maturity date, or permit redemption at the option of the holder thereof,

earlier than the final scheduled maturity of the Securities.

Notwithstanding the foregoing, Restricted Payments shall not include (a)

payments by any Restricted Subsidiary to the Company or any other Restricted

Subsidiary, (b) any Investment or designation of a Restricted Subsidiary as an

Unrestricted Subsidiary permitted under Section 1010 or (c) any redemption,

purchase, defeasance or other acquisition or retirement of the Mandatorily

Redeemable Preferred Stock.

"Restricted Security" has the meaning specified in Section 205.

<PAGE>

"Restricted Subsidiary" means CSC Holdings and any other Subsidiary,

whether existing on the date hereof or created subsequent thereto, designated

from time to time by the Company as a "Restricted Subsidiary" (the initial

Restricted Subsidiaries designated by the Company being set forth on Exhibit A);

provided, however, that no Subsidiary (other than CSC Holdings) that is not a

Securitization Subsidiary can be or remain so designated unless (a) at least 67%

of each of the total equity interest and the voting control of such Subsidiary

is owned, directly or indirectly, by the Company or another Restricted

Subsidiary and (b) such Subsidiary is not restricted, pursuant to the terms of

any loan agreement, note, indenture or other evidence of indebtedness, from (i)

paying dividends or making any distribution on such Subsidiary's Capital Stock

or other equity securities or paying any Indebtedness owed to the Company or to

any Restricted Subsidiary, (ii) making any loans or advances to the Company or

any Restricted Subsidiary or (iii) transferring any of its properties or assets

to the Company or any Restricted Subsidiary (it being understood that a

financial covenant any of the components of which are directly impacted by the

taking of the action (e.g., the payment of a dividend) itself (such as a minimum

net worth test) would be deemed to be a restriction on the foregoing actions,

while a financial covenant none of the components of which is directly impacted

by the taking of the action (e.g., the payment of a dividend) itself (such as a

debt to cash flow test) would not be deemed to be a restriction on the foregoing

actions); and provided further that the Company may, from time to time,

redesignate any Restricted Subsidiary (other than CSC Holdings) as an

Unrestricted Subsidiary in accordance with Section 1010.

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

"Securities Act" means the Securities Act of 1933, as amended.

"Securities Issue Date" means April 6, 2004 with respect to the

Initial Securities, the date of original issuance of the Exchange Securities

with respect to the Exchange Securities, and the date of original issuance of

the Additional Securities with respect to any Additional Securities.

"Securitization Subsidiary" means a Restricted Subsidiary that is

established for the limited purpose of acquiring and financing Receivables and

Related Assets and engaging in activities ancillary thereto; provided that (a)

no portion of the Indebtedness of a Securitization Subsidiary is guaranteed by

or is recourse to the Company or any other Restricted Subsidiary (other than

recourse for customary representations, warranties, covenants and indemnities,

none of which shall relate to the collectibility of the Receivables and Related

Assets) and (b) none of the Company or any other Restricted Subsidiary has any

obligation to maintain or preserve such Securitization Subsidiary's financial

condition.

"Security" and "Securities" have the meaning specified in the second

paragraph of this Indenture, such terms to include the Initial Securities, the

Exchange Securities and any Additional Securities. The Initial Securities, the

Exchange Securities and any Additional Securities shall be treated as a single

class for all purposes under this Indenture.

"Security Register" and "Security Registrar" have the respective

meanings specified in Section 305.

<PAGE>

"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

<PAGE>

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.

<TABLE>

DEFINED

TERM IN SECTION

---- ----------

<S> <C>

"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

</TABLE>

SECTION 103. COMPLIANCE CERTIFICATES AND OPINIONS.

Upon any application or request by the Company to the Trustee to take

any action under any provision of this Indenture, the Company shall furnish to

the Trustee an Officers' Certificate stating that all conditions precedent, if

any, provided for in this Indenture (including any covenant compliance with

which constitutes a condition precedent) relating to the proposed action have

been complied with and an Opinion of Counsel stating that in the opinion of such

counsel all such conditions precedent, if any, have been complied with, except

that, in the case of any such application or request as to which the furnishing

of such documents is specifically required by any provision of this Indenture

relating to such particular application or request, no additional certificate or

opinion need be furnished.

<PAGE>

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;

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

<PAGE>

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.

<PAGE>

SECTION 106. NOTICES, ETC. TO TRUSTEE AND COMPANY.

Any request, demand, authorization, direction, notice, consent, waiver

or Act of Holders or other document provided or permitted by this Indenture to

be made upon, given or furnished to, or filed with,

(a) the Trustee by any Holder, the agents of the Banks or the Company

shall be sufficient for every purpose hereunder if made, given, furnished

or delivered, in writing (which may be via facsimile), to or with the

Trustee at its Corporate Trust Office, Attention: Corporate Trust

Administration; or

(b) the Company by the Trustee or by any Holder shall be sufficient

for every purpose hereunder (unless otherwise herein expressly provided) if

made, given, furnished or delivered in writing to the Company addressed to

it c/o Cablevision Systems Corporation, 1111 Stewart Avenue, Bethpage, New

York 11714, Attention: Secretary, or at any other address previously

furnished in writing to the Trustee by the Company.

SECTION 107. NOTICE TO HOLDERS; WAIVER.

Where this Indenture provides for notice to Holders of any event, such

notice shall be sufficiently given (unless otherwise herein expressly provided)

if in writing and mailed, first-class postage prepaid, to each Holder affected

by such event, at his address as it appears in the Security Register, not later

than the latest date, and not earlier than the earliest date, prescribed for the

giving of such notice. In any case where notice to Holders is given by mail,

neither the failure to mail such notice, nor any defect in any notice so mailed,

to any particular Holder shall affect the sufficiency of such notice with

respect to other Holders. Any notice when mailed to a Holder in the aforesaid

manner shall be conclusively deemed to have been received by such Holder whether

or not actually received by such Holder.

Where this Indenture provides for notice in any manner, such notice

may be waived in writing by the Person entitled to receive such notice, either

before or after the event, and such waiver shall be the equivalent of such

notice. Waivers of notice by Holders shall be filed with the Trustee, but such

filing shall not be a condition precedent to the validity of any action taken in

reliance upon such waiver.

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

reason of any 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

<PAGE>

provision of the Trust Indenture Act that may be so modified or excluded, the

latter provision shall be deemed to apply to this Indenture as so modified or

excluded, as the case may be.

SECTION 109. EFFECT OF HEADINGS AND TABLE OF CONTENTS.

The Article and Section headings herein and the Table of Contents are

for convenience only and shall not affect the construction hereof.

SECTION 110. SUCCESSORS AND ASSIGNS.

All covenants and agreements in this Indenture by the Company shall

bind its respective successors and assigns, whether so expressed or not.

SECTION 111. SEPARABILITY CLAUSE.

In case any provision in this Indenture or in the Securities shall be

invalid, illegal or unenforceable, the validity, legality and enforceability of

the remaining provisions shall not in any way be affected or impaired thereby.

SECTION 112. BENEFITS OF INDENTURE.

Nothing in this Indenture or in the Securities, express or implied,

shall give to any Person (other than the parties hereto and their successors

hereunder, any Paying Agent and the Holders) any benefit or any legal or

equitable right, remedy or claim under this Indenture.

SECTION 113. GOVERNING LAW.

This Indenture and the Securities shall be governed by and construed

in accordance with the laws of the State of New York, without regard to

conflicts of laws principles.

This Indenture is subject to the provisions of the Trust Indenture Act

that are required to be part of this Indenture and shall, to the extent

applicable, be governed by such provisions.

SECTION 114. LEGAL HOLIDAYS.

In any case where any Interest Payment Date, any date established for

payment of Defaulted Interest pursuant to Section 307, or any Maturity with

respect to any Security shall not be a Business Day, then (notwithstanding any

other provision of this Indenture or of the Securities) payment of interest or

principal need not be made on such date, but may be made on the next succeeding

Business Day with the same force and effect as if made on the Interest Payment

Date, or date established for payment of Defaulted Interest pursuant to Section

307, or Maturity, and no interest shall accrue with respect to such payment for

the period from and after such Interest Payment Date, or date established for

payment of Defaulted Interest pursuant to Section 307, or Maturity, as the case

may be, to the next succeeding Business Day.

SECTION 115. NO RECOURSE AGAINST OTHERS.

<PAGE>

A director, officer, employee or stockholder, as such, of the Company

shall not have any liability for any obligations of the Company under the

Securities or this Indenture or for any claim based on, in respect of or by

reason of such obligations or their creation. Each Holder by accepting any of

the Securities waives and releases all such liability.

ARTICLE TWO

SECURITY FORMS

SECTION 201. FORMS GENERALLY; INCORPORATION OF FORM IN INDENTURE.

The Securities and the Trustee's certificate of authentication with

respect thereto shall be in substantially the forms set forth in this Article,

with such appropriate legends, insertions, omissions, substitutions and other

variations as are required or permitted by this Indenture and may have such

letters, numbers or other marks of identification and such legends or

endorsements placed thereon as may be required to comply with the rules of any

securities exchange or as may, consistently herewith, be determined by the

officers executing such Securities, as evidenced by their execution of the

Securities. Any portion of the text of any Security may be set forth on the

reverse thereof, with an appropriate reference thereto on the face of the

Security. Each Security shall be dated the date of its authentication.

The definitive Securities shall be typewritten, printed, lithographed,

engraved or otherwise produced or produced by any combination of these methods

or may be produced in any other manner permitted by the rules of any securities

exchange on which the Securities may be listed, all as determined by the

officers executing such Securities, as evidenced by their execution of such

Securities.

SECTION 202. FORM OF FACE OF SECURITY.

CABLEVISION SYSTEMS CORPORATION

8% [Series B]* Senior Notes due 2012

No. ______ $___________

CUSIP No. ___________

Cablevision Systems Corporation, a Delaware corporation (herein called

the "Company", which term includes any successor entity under the Indenture

hereinafter referred to), for value received, hereby promises to pay to

_________________ or registered assigns the principal sum of ______ Dollars on

April 15, 2012, at the office or agency of the Company referred to below, and to

pay interest thereon on [ ]**, and semiannually thereafter, on April 15 and

October 15 in each year from the Securities Issue Date or from the most recent

Interest Payment Date to which interest has been paid or duly provided for at

the rate of 8% per annum

----------

* Include only for Exchange Securities.

** In the case of an Initial Security, insert October 15, 2004. In the case of

any Security other than an Initial Security, insert the relevant Initial

Interest Payment Date.

<PAGE>

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 April 6, 2004 (the "Registration Rights

Agreement"), between the Company and the Initial Purchasers named therein. In

the event that an exchange offer (the "Exchange Offer") for this Initial

Security is not consummated or a registration statement under the Securities Act

with respect to resales of this Security (the "Shelf Registration Statement") is

not declared effective by the Commission on or prior to May 11, 2005, in either

case, in accordance with the Registration Rights Agreement, the aforesaid

interest rate borne by this Security shall be increased by one-quarter of one

percent per annum for the first 90 days following May 11, 2005. Such interest

rate shall increase by an additional one-quarter of one percent per annum

thereafter, up to a maximum aggregate increase of one half of one percent per

annum. Upon the consummation of the Exchange Offer or the effectiveness of a

Shelf Registration Statement, as the case may be, the interest rate borne by

this Security shall be reduced to 8% per annum.]***

If any interest has accrued on this Security in respect of any period

prior to the issuance of this Security, such interest shall be payable in

respect of such period at the rate or rates borne by the Predecessor Security

surrendered in exchange for this Security from time to time during such period.

The interest so payable, and punctually paid or duly provided for, on any

Interest Payment Date shall, as provided in such Indenture, be paid to the

Person in whose name this Security (or one or more Predecessor Securities) is

registered at the close of business on the Regular Record Date for such

interest, which shall be the April 1 or October 1 (whether or not a Business

Day), as the case may be, next preceding such Interest Payment Date. Any such

interest not so punctually paid or duly provided for, and interest on such

defaulted interest at the interest rate borne by this Security, to the extent

lawful, shall forthwith cease to be payable to the Holder on such Regular Record

Date, and may be paid to the Person in whose name this Security (or one or more

Predecessor Securities) is registered at the close of business on a Special

Record Date for the payment of such Defaulted Interest to be fixed by the

Trustee, notice whereof shall be given to Holders of Securities not less than 10

days prior to such Special Record Date, or may be paid at any time in any other

lawful manner not inconsistent with the requirements of any securities exchange

on which the Securities may be listed, and upon such notice as may be required

by such exchange, all as more fully provided in the Indenture. Payment of the

principal of and interest on this Security shall be made at the office or agency

of the Company maintained for that purpose in The City of New York, or at such

other office or agency of the Company as may be maintained for such purpose, in

such coin or currency of the United States of America as at the time of payment

is legal tender for payment of public and private debts; provided, however, that

payment of interest may be made at the option of the Company by check mailed to

the address of the Person entitled thereto as such address shall appear on the

Security Register.

Reference is hereby made to the further provisions of this Security

set forth on the reverse hereof, which further provisions shall for all purposes

have the same effect as if set forth

----------

*** Include only for Initial Securities. In the case of any Additional

Securities, briefly describe terms of the applicable registration rights

agreement.

<PAGE>

at this place.

Unless the certificate of authentication hereon has been duly executed

by the Trustee referred to on the reverse hereof by manual signature, this

Security shall not be entitled to any benefit under the Indenture, or be valid

or obligatory for any purpose.

IN WITNESS WHEREOF, the Company has caused this instrument to be duly

executed under its corporate seal.

CABLEVISION SYSTEMS CORPORATION

-------------------------------------

Attest:

----------------------------------

<PAGE>

SECTION 203. FORM OF REVERSE OF SECURITY.

This Security is one of a duly authorized issue of securities of the

Company designated as its 8% [Series B]* Senior Notes due 2012 (herein called

the "Securities"), which may be issued under an indenture (herein called the

"Indenture") dated as of April 6, 2004, between the Company and The Bank of New

York, trustee (herein called the "Trustee", which term includes any successor

trustee under the Indenture), to which Indenture and all indentures supplemental

thereto reference is hereby made for a statement of the respective rights,

limitations of rights, duties, obligations and immunities thereunder of the

Company, the Trustee, the holders of the Senior Indebtedness and the Holders of

the Securities, and of the terms upon which the Securities are, and are to be,

authenticated and delivered. This Security is one of the series designated on

the face hereof, initially limited in aggregate principal amount to

$1,000,000,000; provided, however, that the Company may from time to time,

without notice to or the consent of the Holders of Securities, create and issue

further Securities of this series (the "Additional Securities") having the same

terms and ranking equally and ratably with the Securities of this series in all

respects and with the same CUSIP number as the Securities of this series, or in

all respects except for payment of interest accruing prior to the issue date of

such Additional Securities or except for the first payment of interest following

the issue date of such Additional Securities. Any Additional Securities shall be

consolidated and form a single series with the Securities and shall have the

same terms as to status, redemption and otherwise as the Securities. Any

Additional Securities may be issued pursuant to authorization provided by a

resolution of the Board of Directors of the Company, a supplement to the

Indenture, or under an Officers' Certificate pursuant to the Indenture. No

Additional Securities may be issued if an Event of Default has occurred with

respect to the Securities of this series.

[This Security is exchangeable under certain circumstances as provided

in the Indenture for the Company's 8% Series B Senior Notes due 2012 (herein

called the "Exchange Securities"), issued under the Indenture. Unless the

context otherwise requires, the Securities and Exchange Securities shall

constitute one series for all purposes under the Indenture, including without

limitation amendments and waivers.]**

At its option, the Company may redeem this Security, in whole or in

part, at any time and from time to time at a redemption price equal to the

greater of (a) 100% of the principal amount of this Security to be redeemed, or

(b) as determined by a Quotation Agent, the sum of the present values of the

remaining scheduled payments of principal and interest thereon (not including

any Liquidated Damages or any portion of such payments of interest accrued to

the Redemption Date) discounted to the Redemption Date on a semiannual basis

(assuming a 360-day year consisting of twelve 30-day months) at the Adjusted

Treasury Rate plus 50 basis points, plus, in each case, accrued and unpaid

interest to the Redemption Date. Any redemption of this Security shall be made

pursuant to the provisions of Sections 1101 through 1106 of the Indenture.

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

----------

* Include only for Exchange Securities.

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

<PAGE>

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