CSC PARENT CORP, S-4, 1998-01-20

CSC PARENT CORP
S-4, 1998-01-20

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<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JANUARY 20, 1998
REGISTRATION NO. 333-
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------
FORM S-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
------------------------
CSC PARENT CORPORATION
(Exact name of Registrant as specified in its charter)

<TABLE>
<S> <C> <C>
DELAWARE 4841 11-2776686
(State or other jurisdiction of (Primary Standard Industrial (IRS employer
incorporation or organization) Classification Code number) identification number)
</TABLE>

ONE MEDIA CROSSWAYS
WOODBURY, NEW YORK 11797
(516) 364-8450
(Address, including zip code, and telephone number, including area code, of
registrant's principal executive offices)
------------------------------
ROBERT S. LEMLE
EXECUTIVE VICE PRESIDENT, GENERAL COUNSEL AND SECRETARY
ONE MEDIA CROSSWAYS
WOODBURY, NEW YORK 11797
(516) 364-8450
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
WITH COPIES TO:

<TABLE>
<S> <C> <C>
JOSEPH B. FRUMKIN STEPHEN M. BRETT CHARLES Y. TANABE
Sullivan & Cromwell Tele-Communications, Inc. Sherman & Howard L.L.C.
125 Broad Street 5619 DTC Parkway Suite 3000
New York, New York 10004 Englewood, Colorado 80111 633 Seventeenth Street
Denver, Colorado 80202
</TABLE>

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

APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as
practicable after the effective date of this Registration Statement and after
all other conditions to the transactions contemplated by the Amended and
Restated Contribution and Merger Agreement described in the enclosed Proxy
Statement/Prospectus have been satisfied or waived.

If the securities being registered on this form are being offered in
connection with the formation of a holding company and there is compliance with
General Instruction G, check the following box. / /

If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, check the following box and
list the Securities Act registration statement number of the earlier effective
registration statement for the same offering. / / __________

If this Form is a post-effective amendment filed pursuant to Rule 462(d)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. / / __________
------------------------------
CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
PROPOSED MAXIMUM PROPOSED MAXIMUM
TITLE OF EACH CLASS OF AMOUNT TO BE OFFERING PRICE PER AGGREGATE OFFERING AMOUNT OF
SECURITIES TO BE REGISTERED REGISTERED SHARE PRICE REGISTRATION FEE
<S> <C> <C> <C> <C>
Class A Common Stock, par value $0.01 per
share.................................. 32,773,115(1) (2) (2) (4)
Class B Common Stock, par value $0.01 per
share.................................. 11,096,709(1) (2) (2) (4)
Class A Common Stock, par value $0.01 per
share, issuable upon exchange of the
Cablevision 8 1/2% Series I Cumulative
Convertible Exchangeable Preferred
Stock or upon conversion of outstanding
Class B Common Stock, par value $0.01
per share.............................. (3) (2)(3) (2)(3) (3)(4)
</TABLE>

(1) Based upon the assumed number of shares that may be issued in the merger,
the issuance and the partnership contribution pursuant to the Contribution
and Merger Agreement described herein. Such assumed number is based upon (i)
in the merger, each outstanding share of Class A Common Stock, par value
$0.01 per share, of Cablevision Systems Corporation, a Delaware Corporation
("Cablevision"), and share of Class B Common Stock, par value $0.01 per
share, of Cablevision will be converted into the right to receive one share
of Class A Common Stock and one share of Class B Common Stock of the
Registrant, respectively, (ii) in the issuance, the Registrant will issue in
consideration of receiving the contributed businesses from
Tele-Communications, Inc. or its designated transferors an aggregate amount
of 12,235,543 shares of Class A Common Stock of the Registrant and (iii) in
the partnership contribution, the Registrant will issue in consideration for
certain equity interests in a subsidiary of Cablevision an aggregate amount
of up to 54,000 shares of Class A Common Stock of the Registrant. In the
event of any conversions of Class B Common Stock of Cablevision into Class A
Common Stock of Cablevision on a one-for-one basis prior to the effective
time of the merger, the number of shares of Class A Common Stock and Class B
Common Stock of the Registrant that are issuable hereunder shall be
correspondingly adjusted to give effect to such conversions.

(2) Estimated solely for the purpose of computing the registration fee. Computed
in accordance with Rule 457(f) under the Securities Act of 1933, as amended,
to be $3,538,657,295 based on (x)(i) the sum of the number of shares of
Cablevision's Common Stock outstanding as of January 6, 1998 and issuable
upon exercise of outstanding Cablevision options and upon conversion of
outstanding Cablevision Series I Preferred Stock as of January 6, 1998, the
number of shares of Class A Common Stock of the Registrant to be issued in
the issuance and the approximate number of shares of Class A Common Stock of
the Registrant that may be issued in the partnership contribution multiplied
by (ii) the average of the high and low reported prices of the Class A
Common Stock of Cablevision on January 12, 1998 minus (y) the sum of (i)
$15,757,041, which is the number of shares of Cablevision Common Stock
issuable upon exercise of outstanding vested Cablevision options multiplied
by the respective exercise prices for such options, and (ii) $345,000,000,
which is the number of shares of Cablevision Common Stock issuable upon
conversion of outstanding Cablevision Series I Preferred Stock multiplied by
the conversion price per share.

(3) There are being registered hereunder such presently indeterminable number of
shares of Class A Common Stock of the Registrant into which shares of the
Cablevision Series I Preferred Stock may be exchanged and up to 11,096,709
shares of Class A Common Stock into which shares of Class B Common Stock of
the Registrant may be converted and for which no separate consideration will
be received.

(4) Computed in accordance with Rule 457(f) under the Securities Act of 1933, as
amended, to be $1,043,904, which is .000295 multiplied by the proposed
maximum aggregate offering price $3,538,657,295. In accordance with Rule 457
under the Securities Act of 1933, as amended, the fee of $805,011.27 paid by
Cablevision pursuant to Section 14(g)(1)(A) of the Securities Exchange Act
of 1934, as amended, upon the filing of their preliminary proxy materials
relating to the merger and the issuance has been credited against the
registration fee payable in connection with this filing. The remaining
amount of the fee has been paid by Cablevision under the reference "CSC
Parent Corporation S-4."
------------------------------

THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933, AS AMENDED, OR UNTIL THE REGISTRATION STATEMENT
SHALL BECOME EFFECTIVE ON SUCH DATE AS THE SECURITIES AND EXCHANGE COMMISSION,
ACTING PURSUANT TO SAID SECTION 8(A), MAY DETERMINE.

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<PAGE>
[LOGO]

CABLEVISION SYSTEMS CORPORATION
One Media Crossways
Woodbury, New York 11797

January 20, 1998

Dear Stockholder:

You are cordially invited to attend a Special Meeting of the Stockholders of
Cablevision Systems Corporation, a Delaware corporation, ("Cablevision") to be
held at 10:00 a.m. local time, on February 18, 1998 at the principal executive
offices of Cablevision, One Media Crossways, Woodbury, New York 11797. I hope
that you will be present or represented by proxy at this important meeting.

Cablevision has entered into a Contribution and Merger Agreement dated as of
June 6, 1997 (the "Original Contribution and Merger Agreement"), as amended and
restated by the Amended and Restated Contribution and Merger Agreement, dated as
of June 6, 1997 (the "Contribution and Merger Agreement"), with TCI
Communications, Inc. ("TCI"), a Delaware corporation and a subsidiary of Tele-
Communications, Inc., CSC Parent Corporation, a Delaware corporation and a
wholly owned subsidiary of Cablevision ("Parent"), and CSC Merger Corporation, a
Delaware corporation and a wholly owned subsidiary of Parent ("Merger Sub"),
pursuant to which Merger Sub will be merged with and into Cablevision, resulting
in Cablevision becoming a wholly owned subsidiary of Parent (the "Merger").
Thereafter, Parent will change its name to Cablevision Systems Corporation and
will be a new publicly traded holding company. In addition, pursuant to the
Contribution and Merger Agreement, TCI will transfer or cause to be transferred
(the "Contribution") to Parent all of the partnership interests and capital
stock in certain entities owned by TCI (the "Contributed Subsidiaries") and all
of the assets (the "Asset Contributed Systems") related to the business of
certain cable television systems owned and operated by TCI. The cable television
systems of TCI contained within the Contributed Subsidiaries and included within
the Asset Contributed Systems are located in New Jersey, on Long Island and in
New York's Rockland and Westchester counties and served approximately 822,000
subscribers as of September 30, 1997. (In connection with securing certain
regulatory approvals to the Merger and the Contribution, Cablevision has agreed
to divest certain cable television system assets of the Contributed Businesses
that are located in Paramus and Hillsdale, New Jersey. The assets to be divested
served approximately 5,200 subscribers as of September 30, 1997 and are not
believed by Cablevision to be material to Cablevision or the Contributed
Businesses.) In the Contribution, Parent will issue (the "Issuance") to TCI or
its designees an aggregate of 12,235,543 shares of Class A Common Stock, par
value $0.01 per share, of Parent ("Parent Class A Common Stock"), subject to
certain adjustments specified in the Contribution and Merger Agreement, and will
assume certain liabilities (including an aggregate amount of indebtedness not to
exceed $669 million) relating to the cable television systems being contributed
by TCI.

The purpose of the Special Meeting is to approve and adopt the Contribution
and Merger Agreement and to approve the Merger and the Issuance. Your Board of
Directors has determined that the Contribution and Merger Agreement, the Merger
and the Issuance are fair and in the best interests of Cablevision and its
stockholders. YOUR BOARD OF DIRECTORS HAS UNANIMOUSLY APPROVED THE CONTRIBUTION
AND MERGER AGREEMENT, THE MERGER AND THE ISSUANCE AND RECOMMENDS THAT YOU VOTE
FOR THE APPROVAL AND ADOPTION OF THE CONTRIBUTION AND MERGER AGREEMENT AND THE
APPROVAL OF THE MERGER AND THE ISSUANCE.

At the Special Meeting you will also be asked to consider and approve the
adoption of the Parent Employee Stock Plan and the Parent Long-Term Incentive
Plan (together, the "Plans"). These Plans being

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<PAGE>
adopted by Parent are substantially identical to Cablevision's First Amended and
Restated 1996 Employee Stock Plan (which was approved by Cablevision's
stockholders at their 1996 Annual Meeting and Cablevision's 1997 Long-Term
Incentive Plan (which was approved by Cablevision's stockholders at their 1997
Annual Meeting), respectively). Consummation of the transactions contemplated by
the Contribution and Merger Agreement is not conditioned on approval of the
adoption of the Plans, but the adoption of the Plans is contingent on the
consummation of the Merger. YOUR BOARD OF DIRECTORS HAS UNANIMOUSLY APPROVED THE
ADOPTION OF THE PLANS AND RECOMMENDS THAT YOU VOTE FOR APPROVAL OF THE ADOPTION
OF THE PLANS.

The Contribution and Merger Agreement, the Merger, the Contribution, the
Issuance and the Plans and related matters are described in greater detail in
the accompanying Proxy Statement/Prospectus, which you are urged to read
carefully and in its entirety.

Approval and adoption of the Contribution and Merger Agreement and approval
of the Merger to be voted on at the Special Meeting, which will be deemed to
constitute approval of the issuance of shares of Parent Class A Common Stock in
the Issuance and approval of the stock options, conjunctive rights, bonus award
shares and incentive awards to be issued by Parent in replacement of outstanding
Cablevision stock options, conjunctive rights, bonus award shares and incentive
awards pursuant to the Contribution and Merger Agreement, requires the
affirmative vote of the holders of a majority of the total voting power
represented by the outstanding shares of Class A Common Stock, par value $0.01
per share, of Cablevision ("Cablevision Class A Common Stock") and Class B
Common Stock, par value $0.01 per share, of Cablevision ("Cablevision Class B
Common Stock"), voting together as a single class. Stockholders are entitled to
vote all shares of Cablevision Class A Common Stock and Cablevision Class B
Common Stock held of record by them on January 6, 1998, which is the record date
for the Special Meeting. Approval of the adoption of the Parent Employee Stock
Plan and the Parent Long-Term Incentive Plan requires the affirmative vote of a
majority of the shares of Cablevision Class A Common Stock and Cablevision Class
B Common Stock present at the Special Meeting in person or by proxy and entitled
to vote, voting together as a single class. CABLEVISION STOCKHOLDERS HAVING A
MAJORITY OF CABLEVISION'S VOTING POWER HAVE AGREED THAT THEY WILL VOTE FOR
ADOPTION AND APPROVAL OF THE CONTRIBUTION AND MERGER AGREEMENT AND APPROVAL OF
THE MERGER AND THE ISSUANCE. ACCORDINGLY, APPROVAL OF THOSE MATTERS IS ASSURED.

I URGE YOU TO CONSIDER THESE IMPORTANT MATTERS, WHICH ARE DESCRIBED IN THE
ENCLOSED PROXY STATEMENT/ PROSPECTUS. In order to ensure that your vote is
represented at the Special Meeting, whether or not you plan to attend the
Special Meeting, PLEASE INDICATE YOUR CHOICE ON THE ENCLOSED PROXY CARD, DATE
AND SIGN IT, AND RETURN IT IN THE ENCLOSED ENVELOPE. Your prompt response will
be greatly appreciated. If you are able to attend the Special Meeting, you may
revoke your proxy at any time before its exercise and may, of course, vote your
shares in person.

Sincerely,

[LOGO]

<TABLE>
<S> <C> <C>
By: Charles F. Dolan
CHAIRMAN OF THE BOARD OF DIRECTORS
</TABLE>

ii
<PAGE>
------------------------

THE BOARD OF DIRECTORS OF CABLEVISION RECOMMENDS THAT STOCKHOLDERS VOTE FOR
EACH OF THE PROPOSALS TO BE PRESENTED AT THE SPECIAL MEETING.

PLEASE MARK, SIGN, DATE AND RETURN YOUR PROXY CARD PROMPTLY, WHETHER OR NOT
YOU PLAN TO ATTEND THE SPECIAL MEETING. YOUR PROXY WILL BE REVOCABLE, EITHER IN
WRITING OR BY VOTING IN PERSON AT THE SPECIAL MEETING, AT ANY TIME PRIOR TO ITS
EXERCISE.

YOUR VOTE IS IMPORTANT
PLEASE MARK, SIGN, DATE AND RETURN YOUR PROXY

iii
<PAGE>
[LOGO]

CABLEVISION SYSTEMS CORPORATION
One Media Crossways
Woodbury, New York 11797

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

NOTICE OF SPECIAL MEETING OF STOCKHOLDERS
TO BE HELD ON FEBRUARY 18, 1998

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

NOTICE HEREBY IS GIVEN that a special meeting of the Stockholders (the
"Special Meeting") of Cablevision Systems Corporation, a Delaware corporation
("Cablevision"), has been called by the Board of Directors of Cablevision and
will be held at the principal executive offices of Cablevision, One Media
Crossways, Woodbury, New York 11797 at 10:00 a.m. local time on February 18,
1998 to consider and vote upon the following matters (collectively, the
"Proposals") described in the accompanying Proxy Statement/ Prospectus:

1. To consider and vote upon a proposal to adopt and approve a
Contribution and Merger Agreement, dated as of June 6, 1997 (the "Original
Contribution and Merger Agreement"), as amended by an Amended and Restated
Contribution and Merger Agreement, dated as of June 6, 1997 (the
"Contribution and Merger Agreement"), by and among TCI Communications, Inc.
("TCI"), a Delaware corporation and a subsidiary of Tele-Communications,
Inc., Cablevision, CSC Parent Corporation, a Delaware corporation and a
wholly owned subsidiary of Cablevision ("Parent"), and CSC Merger
Corporation, a Delaware corporation and a wholly owned subsidiary of Parent
("Merger Sub"), pursuant to which (i) Merger Sub will be merged with and
into Cablevision, with Cablevision being the surviving corporation (the
"Merger"), and each share of Class A Common Stock, par value $0.01 per
share, of Cablevision ("Cablevision Class A Common Stock") and Class B
Common Stock, par value $0.01 per share, of Cablevision ("Cablevision Class
B Common Stock") (other than shares, beneficially owned by Cablevision or
any direct or indirect subsidiary of Cablevision) will be converted into one
share of Class A Common Stock, par value $0.01 per share, of Parent ("Parent
Class A Common Stock") and one share of Class B Common Stock, par value
$0.01 per share, of Parent ("Parent Class B Common Stock"), respectively;
(ii) TCI will transfer or cause to be transferred (the "Contribution") to
Parent all of the partnership interests and capital stock of certain
entities owned by TCI (the "Contributed Subsidiaries") and all of the assets
(the "Asset Contributed Systems") related to the business of certain cable
television systems owned and operated by TCI (the cable television systems
of TCI contained within the Contributed Subsidiaries and included within the
Asset Contributed Systems are located in New Jersey, on Long Island and in
New York's Rockland and Westchester counties and served approximately
822,000 subscribers as of September 30, 1997) .(In connection with securing
certain regulatory approvals to the Merger and the Contribution, Cablevision
has agreed to divest certain cable television system assets of the
Contributed Businesses that are located in Paramus and Hillsdale, New
Jersey. The assets to be divested served approximately 5,200 subscribers as
of September 30, 1997 and are not believed by Cablevision to be material to
Cablevision or the Contributed Businesses.) ; and (iii) in connection with
the Contribution, Parent will issue (the "Issuance") to TCI or its designees
an aggregate of 12,235,543 shares of Parent Class A Common Stock, subject to
certain adjustments specified in the Contribution and Merger Agreement, and
will assume certain liabilities (including an aggregate amount of
indebtedness not to exceed $669 million) relating to the cable television
systems being contributed by TCI;

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2. To consider and vote upon a proposal to adopt and approve the Parent
Employee Stock Plan and the Parent Long-Term Incentive Plan (together, the
"Plans") described herein; and

3. Such other business as may properly come before the meeting or any
adjournments or postponements thereof.

Notwithstanding stockholder approval of the Proposals, Cablevision reserves
the right to abandon the Merger and the Contribution at any time prior to their
consummation, subject to the terms and conditions of the Contribution and Merger
Agreement and applicable law.

Only holders of Cablevision Class A Common Stock and Cablevision Class B
Common Stock of record at the close of business on January 6, 1998 are
entitled to notice of and to vote at such meeting or any adjournments or
postponements thereof.

Approval and adoption of the Contribution and Merger Agreement and approval
of the Merger, which will be deemed to constitute approval of the issuance of
shares of Parent Class A Common Stock in the Issuance and approval of the stock
options, conjunctive rights, bonus award shares and incentive awards to be
issued by Parent in replacement of outstanding Cablevision options, conjunctive
rights, bonus award shares and incentive awards pursuant to the Contribution and
Merger Agreement, requires the affirmative vote of the holders of a majority of
the total voting power represented by the outstanding shares of Cablevision
Class A Common Stock and Cablevision Class B Common Stock, voting together as a
single class.

Approval of the adoption of the Parent Employee Stock Plan and the Parent
Long-Term Incentive Plan requires the affirmative vote of a majority of the
shares of Cablevision Class A Common Stock and Cablevision Class B Common Stock
present at the Special Meeting in person or by proxy and entitled to vote,
voting together as a single class.

CABLEVISION STOCKHOLDERS HAVING A MAJORITY OF CABLEVISION'S VOTING POWER
HAVE AGREED THAT THEY WILL VOTE FOR ADOPTION AND APPROVAL OF THE CONTRIBUTION
AND MERGER AGREEMENT AND APPROVAL OF THE MERGER AND THE ISSUANCE. ACCORDINGLY,
APPROVAL OF THOSE MATTERS IS ASSURED.

In accordance with Section 262 of the General Corporation Law of the State
of Delaware, holders of Cablevision Common Stock will not be entitled to
appraisal rights in connection with the Merger.

A proxy card and a Proxy Statement/Prospectus containing more detailed
information with respect to the matters to be considered at the Special Meeting
(including the Contribution and Merger Agreement attached as Appendix A thereto,
the Parent Employee Stock Plan attached as Appendix E thereto and the Parent
Long-Term Incentive Plan attached as Appendix F thereto) accompany and form a
part of this notice.

By Order of the Board of Directors,

[LOGO]

ROBERT S. LEMLE
SECRETARY

Woodbury, New York
January 20, 1998

ii
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------------------------

THE BOARD OF DIRECTORS OF CABLEVISION RECOMMENDS THAT STOCKHOLDERS VOTE FOR
EACH OF THE PROPOSALS TO BE PRESENTED AT THE SPECIAL MEETING.

YOUR VOTE IS IMPORTANT
PLEASE MARK, SIGN, DATE AND RETURN YOUR PROXY

iii
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PROSPECTUS FOR UP TO 32,773,115 SHARES OF CLASS A COMMON
STOCK OF CSC PARENT CORPORATION, PAR VALUE $0.01 PER SHARE,
AND UP TO 11,096,709 SHARES OF CLASS B COMMON STOCK
OF CSC PARENT CORPORATION,
PAR VALUE $0.01 PER SHARE,

AND

PROXY STATEMENT FOR STOCKHOLDERS MEETING
OF CABLEVISION SYSTEMS CORPORATION
TO BE HELD ON FEBRUARY 18, 1998

This Proxy Statement/Prospectus is being furnished to holders of Class A
Common Stock, par value $0.01 per share ("Cablevision Class A Common Stock"),
and holders of Class B Common Stock, par value $0.01 per share ("Cablevision
Class B Common Stock" and, together with Cablevision Class A Common Stock,
"Cablevision Common Stock"), of Cablevision Systems Corporation, a Delaware
corporation ("Cablevision"), in connection with the solicitation of proxies by
its Board of Directors for use at Cablevision's special meeting of stockholders,
and any adjournments or postponements thereof (the "Special Meeting"). The
Special Meeting is being called to consider and vote upon, among other things,
the following proposals: (i) proposals to approve and adopt the Contribution and
Merger Agreement, dated as of June 6, 1997 (the "Original Contribution and
Merger Agreement"), as amended and restated by the Amended and Restated
Contribution and Merger Agreement, dated as of June 6, 1997 (the "Contribution
and Merger Agreement"), among TCI Communications, Inc. ("TCI"), a Delaware
corporation and a subsidiary of Tele-Communications, Inc.
("Tele-Communications"), Cablevision, CSC Parent Corporation, a Delaware
corporation and a wholly owned subsidiary of Cablevision ("Parent"), and CSC
Merger Corporation, a Delaware corporation and a wholly owned subsidiary of
Parent (the "Merger Sub"), in the form attached hereto as Appendix A, and the
transactions contemplated thereby and (ii) proposal to approve and adopt the
Parent Employee Stock Plan in the form attached hereto as Appendix E and the
Parent Long-Term Incentive Plan in the form attached hereto as Appendix F.

The Contribution and Merger Agreement provides for, among other things, the
merger of Merger Sub with and into Cablevision, with Cablevision as the
surviving corporation (the "Merger"). Upon consummation of the Merger, the
separate existence of Merger Sub will automatically cease and each issued and
outstanding share of common stock, par value $0.01 per share, of Merger Sub will
be converted into one share of Cablevision Common Stock. Each outstanding share
of Cablevision Class A Common Stock will be exchanged for one share of Class A
Common Stock, par value $0.01 per share, of Parent ("Parent Class A Common
Stock") and each outstanding share of Cablevision Class B Common Stock will be
exchanged for one share of Class B Common Stock, par value $0.01 per share of
Parent ("Parent Class B Common Stock" and, together with Parent Class A Common
Stock, "Parent Common Stock"). Subsequent to the Merger, Parent will change its
name to Cablevision Systems Corporation and Cablevision will change its name to
CSC Holdings, Inc. As a result, Cablevision will become a wholly owned
subsidiary of Parent. Substantially simultaneously with and immediately after
the consummation of the Merger, TCI will transfer or cause to be transferred
(the "Contribution") to Parent all of the partnership interests and capital
stock of certain entities owned by TCI (the "Contributed Subsidiaries") and all
of the assets (the "Asset Contributed Systems") related to the business of
certain cable television systems owned and operated by TCI. The cable television
systems of TCI contained within the Contributed Subsidiaries and included within
the Asset Contributed Systems (all such systems being collectively referred to
herein as the "Contributed Businesses") are located in New Jersey, on Long
Island and in New York's Rockland and Westchester counties and served
approximately 822,000 subscribers as of September 30, 1997. (In connection with
securing certain regulatory approvals to the Merger and the Contribution,
Cablevision has agreed to divest certain cable television system assets of the
Contributed Businesses that are located in Paramus and Hillsdale, New Jersey.
The assets to be divested served approximately 5,200 subscribers as of September
30, 1997 and are not believed by Cablevision to be material to Cablevision or
the Contributed

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Businesses.) In connection with the Contribution, Parent will issue (the
"Issuance") an aggregate of 12,235,543 shares of Parent Class A Common Stock to
TCI or its designees and will directly or indirectly assume certain liabilities
(including an aggregate amount of indebtedness not to exceed $669 million)
relating to the business of the cable television systems of TCI to be
contributed in the Contribution.

In accordance with the Contribution and Merger Agreement, the certificate of
incorporation of Cablevision will be amended, effective as of the consummation
of the Merger, to reflect the change in name to CSC Holdings, Inc. and to
provide that CSC Holdings, Inc. shall be authorized to issue the following
shares of stock: (a) 1,000 shares of Common Stock, par value $1.00 per share;
(b) 10,000,000 shares of Preferred Stock, par value $0.01 per share, 200,000
shares of which shall be designated as Series A Cumulative Convertible Preferred
Stock and 200,000 shares of which shall be designated as Series B Cumulative
Convertible Preferred Stock.

Cablevision has issued options to acquire Cablevision Class A Common Stock,
conjunctive rights and bonus award shares with respect to Cablevision Class A
Common Stock and incentive awards with respect to Cablevision to certain
employees and non-employee directors under its existing plans. After the
consummation of the Merger, (i) persons who exercise such options will receive
the same number of shares of Parent Class A Common Stock as the Cablevision
Class A Common Stock they would have received under the existing plans if they
had exercised such options immediately prior to the consummation of the Merger
and (ii) each of such Cablevision conjunctive rights, bonus award shares and
incentive awards will be deemed to constitute a conjunctive right, bonus award
share and incentive award with respect to Parent on the same terms and
conditions as in effect immediately prior to the Merger.

Cablevision will not redeem any stock or receive any property from its
stockholders in connection with the Merger, Contribution or Issuance
(collectively, the "Transactions"). Cablevision will not distribute any property
to its stockholders in connection with the Transactions. The consummation of the
Transactions will take place on the third business day following the
satisfaction of certain customary conditions (set forth in Article VII of the
Contribution and Merger Agreement), including, among others, approval by the
stockholders of Cablevision and the receipt of required third-party and
regulatory approvals.

Parent has filed a registration statement on Form S-4 (together with all
amendments, exhibits and schedules thereto, the "Registration Statement") under
the Securities Act of 1933, as amended (the "1933 Act"), of which this Proxy
Statement/Prospectus is a part, relating to the shares of Parent Class A Common
Stock and Parent Class B Common Stock that are proposed to be issued in the
Merger and in the Issuance. This Proxy Statement/Prospectus also constitutes the
prospectus of Parent with respect to up to 32,773,115 shares of Parent Class A
Common Stock and up to 11,096,709 shares of Parent Class B Common Stock to be
issued in the Merger (with the Parent Class A Common Stock being increased and
the Parent Class B Common Stock being decreased on a one-for-one basis to
reflect any conversions of Cablevision Class B Common Stock into Cablevision
Class A Common Stock between the date of this Proxy Statement/ Prospectus and
the effective time of the Merger) in the Issuance and up to 54,000 shares of
Parent Class A Common Stock (of which Parent currently anticipates issuing
approximately 52,000 shares) that may be issued in the Partnership Contribution
(as hereinafter defined). For a description of the Parent Class A Common Stock
and Parent Class B Common Stock, see "Description of Parent Capital Stock."

All information contained or incorporated by reference herein concerning
Parent and Cablevision and their affiliates has been furnished by Cablevision,
and all information contained herein concerning the Contributed Businesses and
Tele-Communications and their affiliates has been furnished by Tele-
Communications.

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<PAGE>
SEE "RISK FACTORS" BEGINNING ON PAGE 18 FOR A DESCRIPTION OF CERTAIN FACTORS
RELATING TO PARENT, CABLEVISION AND THE CONTRIBUTED BUSINESSES AND TO THE SHARES
OF PARENT COMMON STOCK TO BE ISSUED HEREUNDER.

This Proxy Statement/Prospectus and the accompanying form of proxy are first
being mailed to stockholders of Cablevision on or about January 20, 1998.

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

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY
THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE
SECURITIES COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROXY
STATEMENT/PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
------------------------

The date of this Proxy Statement/Prospectus is January 20, 1998.

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AVAILABLE INFORMATION

Cablevision is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "1934 Act"), and in accordance therewith
files reports, proxy statements and other information with the Securities and
Exchange Commission (the "Commission"). Such reports, proxy statements and other
information may be inspected and copied at the public reference facilities of
the Commission at Room 1024, 450 Fifth Street, N.W., Washington, D.C. 20549 and
at the following regional offices: Citicorp Center, 500 West Madison Street,
Suite 1400, Chicago, Illinois 60661 and Seven World Trade Center, Suite 1300,
New York, New York 10048, and are also available on the Commission's World Wide
Web site at http://www.sec.gov. Copies of such reports, proxy statements and
other information may be obtained from the Public Reference Section of the
Commission at 450 Fifth Street, N.W., Washington, D.C. 20549, at prescribed
rates. Such reports, proxy statements and other information also may be
inspected at the offices of the American Stock Exchange (the "AMEX"), 86 Trinity
Place, New York, New York 10006.

INCORPORATION OF CERTAIN INFORMATION BY REFERENCE

Cablevision hereby incorporates by reference into this Proxy
Statement/Prospectus the following documents or information filed with the
Commission:

1. Cablevision's Annual Report on Form 10-K for the fiscal year ended
December 31, 1996 (which incorporates by reference certain information from
Cablevision's Proxy Statement relating to the 1997 Annual Meeting of
Stockholders (the "1997 Proxy Statement")), as amended by Cablevision's Form
10-K/A for the fiscal year ended December 31, 1996 (collectively, the "Form
10-K") (Commission File Number 1-9046);

2. Cablevision's Quarterly Reports on Form 10-Q for the fiscal quarters
ended March 31, 1997, June 30, 1997 and September 30, 1997 (the "Form
10-Qs") (Commission File Number 1-9046);

3. Cablevision's Current Reports on Form 8-K filed February 18, 1997,
March 12, 1997, April 18, 1997, June 10, 1997, July 10, 1997, August 30,
1997, September 9, 1997 and December 8, 1997 (the "Form 8-Ks") (Commission
File Number 1-9046); and

4. All documents filed by Cablevision or Parent pursuant to Section
13(a), 13(c), 14 or 15(d) of the Exchange Act on or after the date of this
Proxy Statement/Prospectus and prior to the termination of the offering made
hereby.

Any statement contained herein or in any document incorporated or deemed to
be incorporated by reference herein shall be deemed to be modified or superseded
for the purpose of this Proxy Statement/ Prospectus to the extent that a
subsequent statement contained herein or in any subsequently filed document
which also is or is deemed to be incorporated by reference herein modifies or
supersedes such statement. Any such statement so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute a part of this
Proxy Statement/Prospectus.

This Proxy Statement/Prospectus does not contain all of the information set
forth in the Registration Statement filed by Parent, certain portions of which
have been omitted pursuant to the rules and regulations of the Commission, and
to which portions reference is hereby made for further information with respect
to Parent, Cablevision, the Transactions, the securities offered hereby and
related matters. Statements contained herein concerning any documents are not
necessarily complete and, in each instance, reference is made to the copies of
such documents filed as exhibits to the Registration Statement. Each such
statement is qualified in its entirety by such reference.

THIS PROSPECTUS INCORPORATES DOCUMENTS BY REFERENCE WHICH ARE NOT
REPRESENTED HEREIN OR DELIVERED HEREWITH. THESE DOCUMENTS ARE AVAILABLE WITHOUT
CHARGE UPON REQUEST FROM THE CORPORATE SECRETARY OF CABLEVISION AT

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CABLEVISION'S PRINCIPAL EXECUTIVE OFFICES AT ONE MEDIA CROSSWAYS, WOODBURY, NEW
YORK 11797, TELEPHONE NUMBER (516) 364-8450. IN ORDER TO ENSURE TIMELY DELIVERY
OF THE DOCUMENTS, ANY REQUEST SHOULD BE MADE BY FEBRUARY 13, 1998.
------------------------

NO PERSON IS AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATION NOT CONTAINED OR INCORPORATED BY REFERENCE IN THIS PROXY
STATEMENT/ PROSPECTUS IN CONNECTION WITH THE OFFERING AND THE SOLICITATIONS MADE
HEREBY AND, IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATION MUST NOT BE
RELIED UPON AS HAVING BEEN AUTHORIZED BY CABLEVISION. THIS PROXY STATEMENT/
PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL, OR A SOLICITATION OF AN OFFER
TO PURCHASE, ANY SECURITIES, OR THE SOLICITATION OR A PROXY, IN ANY JURISDICTION
IN WHICH, OR TO ANY PERSON TO WHOM, IT IS UNLAWFUL TO MAKE SUCH AN OFFER OR
SOLICITATION. NEITHER THE DELIVERY OF THIS PROXY STATEMENT/PROSPECTUS NOR ANY
DISTRIBUTION OF SECURITIES MADE HEREUNDER SHALL, UNDER ANY CIRCUMSTANCES, CREATE
ANY INFERENCE THAT THERE HAS NOT BEEN ANY CHANGE IN THE INFORMATION SET FORTH
HEREIN OR IN THE AFFAIRS OF CABLEVISION SINCE THE DATE HEREOF.
------------------------

The term "Cablevision Consolidated Financial Statements" refers to
Cablevision's Consolidated Financial Statements and the notes thereto
incorporated by reference from the Form 10-K and the term "Cablevision
Management's Discussion and Analysis" refers to the Management's Discussion and
Analysis of Financial Conditions and Results of Operations of Cablevision
incorporated by reference from the Form 10-K or the Form 10-Qs, as applicable.
------------------------

THIS PROXY STATEMENT/PROSPECTUS CONTAINS OR INCORPORATES BY REFERENCE
STATEMENTS THAT CONSTITUTE FORWARD LOOKING INFORMATION WITHIN THE MEANING OF THE
PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995 (THE "REFORM ACT"). INVESTORS
ARE CAUTIONED THAT SUCH FORWARD LOOKING STATEMENTS ARE NOT GUARANTEES OF FUTURE
PERFORMANCE OR RESULTS AND INVOLVE RISKS AND UNCERTAINTIES AND THAT ACTUAL
RESULTS OR DEVELOPMENTS MAY DIFFER MATERIALLY FROM THE FORWARD LOOKING
STATEMENTS AS A RESULT OF VARIOUS FACTORS. FACTORS THAT MAY HAVE CAUSED SUCH
DIFFERENCES TO OCCUR INCLUDE BUT ARE NOT LIMITED TO (I) THE LEVEL OF GROWTH IN
CABLEVISION'S AND THE CONTRIBUTED BUSINESSES' REVENUES, (II) SUBSCRIBER DEMAND,
COMPETITION, THE COST OF PROGRAMMING AND INDUSTRY CONDITIONS, (III) WHETHER
EXPENSES OF CABLEVISION AND THE CONTRIBUTED BUSINESSES CONTINUE TO INCREASE AT A
RATE FASTER THAN EXPECTED, (IV) WHETHER ANY UNCONSUMMATED TRANSACTIONS ARE
CONSUMMATED ON THE TERMS AND AT THE TIME SET FORTH (IF AT ALL), (V) NEW
COMPETITORS ENTERING CABLEVISION'S AND THE CONTRIBUTED BUSINESSES' FRANCHISE
AREAS AND (VI) OTHER RISKS AND UNCERTAINTIES INHERENT IN THE CABLE TELEVISION
BUSINESS. SEE "FORWARD LOOKING STATEMENTS" AND "RISK FACTORS."

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TABLE OF CONTENTS

<TABLE>
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AVAILABLE INFORMATION..................................................................................... i
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE......................................................... i
SUMMARY................................................................................................... 1
General................................................................................................. 1
The Companies........................................................................................... 1
The Special Meeting..................................................................................... 2
The Transactions........................................................................................ 3
Risk Factors............................................................................................ 6
Certain Related Agreements.............................................................................. 6
Potential Related Transactions.......................................................................... 7
The Plan Proposals...................................................................................... 8
SELECTED HISTORICAL FINANCIAL DATA........................................................................ 9
Cablevision Systems Corporation......................................................................... 9
Contributed Businesses.................................................................................. 12
UNAUDITED SUMMARY CONDENSED PRO FORMA CONSOLIDATED FINANCIAL INFORMATION OF PARENT........................ 14
UNAUDITED COMPARATIVE PER SHARE DATA...................................................................... 15
MARKET PRICES............................................................................................. 16
FORWARD-LOOKING STATEMENTS................................................................................ 17
RISK FACTORS.............................................................................................. 18
Substantial Indebtedness and High Degree of Leverage.................................................... 18
Net Losses and Stockholders' Deficiency................................................................. 18
Possible Noncompletion of Certain Transactions.......................................................... 18
Need for Additional Financing........................................................................... 19
Future Capital Expenditures and Commitments............................................................. 20
Intangible Assets....................................................................................... 20
Voting Control by Majority Stockholders; Disparate Voting Rights........................................ 20
Restrictive Covenants................................................................................... 21
Risks Related to Regulation............................................................................. 21
Risk of Competition..................................................................................... 21
Competition from Telephone Companies.................................................................... 22
Risk of Non-exclusive Franchises and Franchise Renewals................................................. 22
THE SPECIAL MEETING....................................................................................... 23
General................................................................................................. 23
Time, Date and Place of the Special Meeting............................................................. 23
Matters to be Considered at the Special Meeting......................................................... 23
Record Date; Shares Entitled to Vote.................................................................... 23
Votes Required.......................................................................................... 23
Voting and Revocation of Proxies........................................................................ 24
Solicitation of Proxies................................................................................. 24
THE COMPANIES............................................................................................. 25
Parent.................................................................................................. 25
Cablevision............................................................................................. 25
The Contributed Businesses.............................................................................. 29
THE TRANSACTIONS.......................................................................................... 30
Background of the Transactions.......................................................................... 30
Reasons for the Transactions; Recommendations of the Boards of Directors................................ 30
Description of the Transactions......................................................................... 32
Conversion of Cablevision Common Stock.................................................................. 36
</TABLE>

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<TABLE>
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Interests of Certain Persons in the Transactions........................................................ 37
Effect on Stock and Benefit Plans....................................................................... 38
Capital Stock and Debt; Dividends....................................................................... 38
Accounting Treatment.................................................................................... 39
Certain Federal Income Tax Consequences of the Transactions............................................. 39
Certain Regulatory Matters.............................................................................. 40
Resales of Parent Common Stock.......................................................................... 40
AMEX Listing............................................................................................ 41
Appraisal Rights........................................................................................ 41
POTENTIAL RELATED TRANSACTIONS............................................................................ 42
The Restructuring....................................................................................... 42
The Dolan Partnership Transaction....................................................................... 42
The Partnership Contribution............................................................................ 43
THE CONTRIBUTION AND MERGER AGREEMENT..................................................................... 44
Consideration to be Received in the Transactions........................................................ 44
Corporate Matters....................................................................................... 44
Representations and Warranties.......................................................................... 44
Conduct of Business Pending the Transactions............................................................ 45
Certain Covenants....................................................................................... 47
Certain Conditions...................................................................................... 48
Modification or Amendment; Waiver of Conditions; Extension.............................................. 51
Termination............................................................................................. 51
Expenses................................................................................................ 52
Stock Options; Conjunctive Rights....................................................................... 52
CERTAIN RELATED AGREEMENTS................................................................................ 53
The Stockholders Agreement.............................................................................. 53
The Voting Agreement.................................................................................... 58
UNAUDITED CONDENSED PRO FORMA CONSOLIDATED FINANCIAL STATEMENTS OF PARENT................................. 60
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS OF THE TCI NEW
JERSEY AND NEW YORK SYSTEMS............................................................................. 69
General................................................................................................. 69
Results of Operations................................................................................... 69
Liquidity and Capital Resources......................................................................... 71
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS OF THE TKR NEW
JERSEY / NEW YORK SYSTEMS............................................................................... 72
General................................................................................................. 72
Results of Operations................................................................................... 72
Liquidity and Capital Resources......................................................................... 73
DESCRIPTION OF PARENT CAPITAL STOCK....................................................................... 75
Parent Class A Common Stock and Parent Class B Common Stock............................................. 75
Parent Preferred Stock.................................................................................. 76
OWNERSHIP OF CABLEVISION AND PARENT....................................................................... 77
Cablevision............................................................................................. 77
Parent.................................................................................................. 81
COMPARISON OF CERTAIN RIGHTS OF HOLDERS................................................................... 82
Rights of Holders of Parent Common Stock Compared to Cablevision Common Stock........................... 82
MANAGEMENT................................................................................................ 82
Board of Directors...................................................................................... 82
Executive Officers...................................................................................... 85
THE PLAN PROPOSALS........................................................................................ 87
The Parent Employee Stock Plan.......................................................................... 87
</TABLE>

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The Parent Long-Term Incentive Plan..................................................................... 89
CERTAIN LEGAL MATTERS..................................................................................... 92
EXPERTS................................................................................................... 92
STOCKHOLDER PROPOSALS..................................................................................... 92

CERTAIN FINANCIAL INFORMATION
CSC Parent Corporation and CSC Merger Corporation:
Independent Auditors' Report.......................................................................... F-1
Consolidated Balance Sheet as of November 21, 1997.................................................... F-2
Note to Consolidated Balance Sheet.................................................................... F-3
TCI New Jersey and New York Systems:
Independent Auditors' Report.......................................................................... F-4
Combined Balance Sheets as of December 31, 1996 and 1995.............................................. F-5
Combined Statements of Operations and Parent's Investment for the years ended December 31, 1996, 1995
and 1994............................................................................................. F-6
Combined Statements of Cash Flows for the years ended December 31, 1996, 1995 and 1994................ F-7
Notes to Combined Financial Statements................................................................ F-8
Condensed Combined Balance Sheets as of September 30, 1997 and December 31, 1996 (unaudited).......... F-15
Condensed Combined Statements of Operations and Parent's Investment for the nine months ended
September 30, 1997 and 1996 (unaudited).............................................................. F-16
Condensed Combined Statements of Cash Flows for the nine months ended September 30 1997 and 1996
(unaudited).......................................................................................... F-17
Notes to Condensed Combined Financial Statements (unaudited).......................................... F-18
TKR New Jersey/New York Systems:
Independent Auditors' Report.......................................................................... F-21
Combined Balance Sheets as of December 31, 1996 and 1995.............................................. F-22
Combined Statements of Earnings for the years ended December 31, 1996, 1995 and 1994.................. F-23
Statements of Changes in Combined Deficit for the years ended December 31, 1996, 1995 and 1994........ F-24
Combined Statements of Cash Flows for the years ended December 31, 1996, 1995 and 1994................ F-25
Notes to Combined Financial Statements................................................................ F-26
Condensed Combined Balance Sheets as of September 30, 1997 and December 31, 1996 (unaudited).......... F-36
Condensed Combined Statements of Operations and Combined Equity (Deficit) for the nine months ended
September 30, 1997 and 1996 (unaudited).............................................................. F-37
Condensed Combined Statements of Cash Flows for the nine months ended September 30, 1997 and 1996
(unaudited).......................................................................................... F-38
Notes to Condensed Combined Financial Statements (unaudited).......................................... F-39

APPENDIX A: Contribution and Merger Agreement
APPENDIX B: Form of Stockholders Agreement
APPENDIX C: The Voting Agreement
APPENDIX D: The Parent Employee Stock Plan
APPENDIX E: The Parent Long-Term Incentive Plan
APPENDIX F: The Terms of the Restructuring Agreement
APPENDIX G: The Certificate of Incorporation of Parent
APPENDIX H: The Bylaws of Parent
APPENDIX I: The Delaware Statute Governing Appraisal Rights
</TABLE>

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SUMMARY

THE FOLLOWING IS A SUMMARY OF INFORMATION CONTAINED ELSEWHERE IN THIS PROXY
STATEMENT/PROSPECTUS. THIS SUMMARY DOES NOT PURPORT TO BE COMPLETE AND IS
QUALIFIED IN ITS ENTIRETY BY REFERENCE TO THE MORE DETAILED INFORMATION
APPEARING ELSEWHERE IN THIS PROXY STATEMENT/PROSPECTUS, THE APPENDICES HERETO
AND THE DOCUMENTS REFERRED TO HEREIN. REFERENCES IN THIS PROXY
STATEMENT/PROSPECTUS TO PARENT AFTER THE MERGER REFER TO AND INCLUDE THE
COMBINED OPERATIONS OF PARENT AND CABLEVISION; AND REFERENCES IN THIS PROXY
STATEMENT/PROSPECTUS TO PARENT AFTER THE CONTRIBUTION REFER TO AND INCLUDE THE
COMBINED OPERATIONS OF PARENT, CABLEVISION AND THE CONTRIBUTED BUSINESSES.
CAPITALIZED TERMS USED IN THIS CAPTION "SUMMARY" AND NOT OTHERWISE DEFINED
HEREIN SHALL HAVE THE RESPECTIVE MEANINGS ATTRIBUTED TO THEM ELSEWHERE IN THIS
PROXY STATEMENT/PROSPECTUS. CERTAIN STATEMENTS IN THIS PROXY
STATEMENT/PROSPECTUS CONSTITUTE "FORWARD-LOOKING" STATEMENTS UNDER THE REFORM
ACT. SEE "INCORPORATION OF CERTAIN INFORMATION BY REFERENCE" AND
"FORWARD-LOOKING STATEMENTS." STOCKHOLDERS OF CABLEVISION ARE URGED TO REVIEW
THIS ENTIRE PROXY STATEMENT/PROSPECTUS CAREFULLY, INCLUDING SUCH APPENDICES AND
SUCH DOCUMENTS.

GENERAL

This Proxy Statement/Prospectus is being provided to stockholders of
Cablevision in connection with the Contribution and Merger Agreement, pursuant
to which, in the Merger, Merger Sub will merge with and into Cablevision and
Cablevision will become a wholly owned subsidiary of Parent. In the Merger, each
outstanding share of Cablevision Class A Common Stock and Cablevision Class B
Common Stock will be converted into one share of Parent Class A Common Stock and
Parent Class B Common Stock, respectively. The Merger will be effected pursuant
to the Contribution and Merger Agreement, a copy of which is attached hereto as
Appendix A. See "The Transactions."

Substantially simultaneously with and immediately after the consummation of
the Merger, Parent will issue in the Issuance an aggregate of 12,235,543 shares
of Parent Class A Common Stock, subject to certain adjustments pursuant to the
Contribution and Merger Agreement, in exchange for the receipt by Parent in the
Contribution of all of the Contributed Businesses, which are located in New
Jersey, on Long Island and in New York's Rockland and Westchester counties and
served approximately 822,000 subscribers as of September 30, 1997. (In
connection with securing certain regulatory approvals to the Merger and the
Contribution, Cablevision has agreed to divest certain cable television system
assets of the Contributed Businesses that are located in Paramus and Hillsdale,
New Jersey. The assets to be divested served approximately 5,200 subscribers as
of September 30, 1997 and are not believed by Cablevision to be material to
Cablevision or the Contributed Businesses.) As a result of the Transactions,
Cablevision will become a wholly owned subsidiary of Parent and Parent will
become a new holding company owning the Contributed Businesses and Cablevision.
See "The Transactions."

Contemporaneously with the Merger, Parent may issue an anticipated
approximately 52,000 shares of Parent Class A Common Stock and may pay
approximately $2.8 million in cash to Network Capital Company, Communications
Resources Company and Programming Capital Company (collectively, the "RPE
Minority Partners") as consideration for the approximately 2% of the outstanding
limited partnership interests in Rainbow Program Enterprises, L.P., an indirect
subsidiary of Cablevision ("RPE"), that are held by the RPE Minority Partners.
See "Potential Related Transactions--The Partnership Contribution."

THE COMPANIES

PARENT. Parent is a Delaware corporation formed on November 21, 1997.
Parent has not, to date, conducted any activities other than those incident to
its formation, its execution of the Contribution and Merger Agreement and
related agreements and its participation in the preparation of this Proxy
Statement/Prospectus. Parent has its principal place of business at One Media
Crossways, Woodbury, New York 11797, and its telephone number is (516) 364-8450.
<PAGE>
Parent has not conducted any business activities to date. Following the
Merger and the Contribution, the current business of Cablevision and its
subsidiaries and the current business of the Contributed Businesses will become
the business of Parent as the holding company of Cablevision and its
subsidiaries and of the entities owning and operating the Contributed
Businesses. See "The Companies -- Parent."

CABLEVISION. Cablevision is a Delaware corporation formed on December 3,
1985. Cablevision has its principal place of business at One Media Crossways,
Woodbury, New York 11797, and its telephone number is (516) 364-8450.

Cablevision is one of the largest operators of cable television systems in
the United States, with approximately 2,899,000 subscribers in 19 states as of
September 30, 1997, based on the number of basic subscribers in systems which
are currently majority owned and managed by Cablevision. Cablevision also has
ownership interests in companies that produce and distribute national and
regional programming services and provide advertising sales services for the
cable television industry and in Madison Square Garden, L.P. ("MSG"), a sports
entertainment company. See "The Companies--Cablevision."

CABLEVISION RECENT DEVELOPMENTS. For a description of recent developments
concerning Cablevision, see "The Companies--Cablevision--Recent Developments."

THE CONTRIBUTED BUSINESSES. The Contributed Businesses are those cable
television systems currently owned and operated by TCI that are located in New
Jersey, on Long Island and in New York's Rockland and Westchester counties.
Those systems served approximately 822,000 subscribers as of September 30, 1997.
(In connection with securing certain regulatory approvals to the Merger and the
Contribution, Cablevision has agreed to divest certain cable television system
assets of the Contributed Businesses that are located in Paramus and Hillsdale,
New Jersey. The assets to be divested served approximately 5,200 subscribers as
of September 30, 1997 and are not believed by Cablevision to be material to
Cablevision or the Contributed Businesses.) See "The Companies--The Contributed
Businesses."

THE SPECIAL MEETING

TIME, PLACE AND DATE. The Special Meeting will be held on February 18,
1998, at the principal executive offices of Cablevision, One Media Crossways,
Woodbury, New York, 11797, commencing at 10:00 a.m., local time.

RECORD DATE; SHARES ENTITLED TO VOTE. Cablevision has established January
6, 1998 as the record date (the "Record Date") for the determination of
stockholders entitled to notice of and to vote at the Special Meeting. Only
holders of record of Cablevision Common Stock at the close of business on the
Record Date are entitled to vote at the Special Meeting.

On the Record Date, Cablevision had outstanding and entitled to vote
13,983,496 shares of Cablevision Class A Common Stock, each of which is entitled
to one vote per share on matters properly submitted at the Special Meeting, and
11,096,709 shares of Cablevision Class B Common Stock, each of which is entitled
to ten votes per share on matters properly submitted at the Special Meeting. On
such date, there were approximately 735 holders of record of Cablevision Common
Stock.

VOTES REQUIRED. Approval and adoption of the Contribution and Merger
Agreement and approval of the Merger to be voted on at the Special Meeting,
which will be deemed to constitute approval of the issuance of shares of Parent
Class A Common Stock in the Issuance and approval of the stock options,
conjunctive rights, bonus award shares and incentive awards to be issued by
Parent in replacement of outstanding Cablevision stock options, conjunctive
rights, bonus award shares and incentive awards pursuant to the Contribution and
Merger Agreement, requires the affirmative vote of the holders of a majority of
the total voting power represented by the outstanding shares of Cablevision
Class A Common Stock and Cablevision Class B Common Stock, voting together as a
single class. Approval and adoption of the Parent Employee Stock Plan and the
Parent Long-Term Incentive Plan requires the affirmative vote of

2
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a majority of the total voting power of the shares of Cablevision Class A Common
Stock and Class B Common Stock present at the Special Meeting in person or by
proxy and entitled to vote, voting together as a single class. As of September
30, 1997, directors and officers of Cablevision beneficially owned approximately
35.3% of the outstanding Cablevision Common Stock and 66.8% of the total voting
power of the outstanding Cablevision Common Stock. CABLEVISION STOCKHOLDERS
HAVING A MAJORITY OF CABLEVISION'S VOTING POWER HAVE AGREED THAT THEY WILL VOTE
FOR ADOPTION AND APPROVAL OF THE CONTRIBUTION AND MERGER AGREEMENT AND APPROVAL
OF THE MERGER AND THE ISSUANCE. ACCORDINGLY, APPROVAL OF THOSE MATTERS IS
ASSURED. See "The Special Meeting."

THE TRANSACTIONS

RECOMMENDATIONS OF THE CABLEVISION AND THE PARENT BOARD OF DIRECTORS. The
Cablevision Board of Directors, by unanimous vote of directors present, approved
and has subsequently ratified and approved, among other things, the Contribution
and Merger Agreement and the Merger and Issuance as contemplated thereby and
determined that the Merger and Issuance is in the best interests of the
Cablevision stockholders. The Cablevision Board of Directors did not obtain an
independent fairness opinion in connection with its approval of the
Transactions, because the management of Cablevision had conducted a review of
the Contributed Businesses and, based on, among other factors, the market value
of Cablevision Class A Common Stock as of June 6, 1997, the values for
Cablevision implied by the Contribution and Issuance and the experience of
Cablevision's management in evaluating cable properties, determined that the
Transactions were in the best interests of the Cablevision stockholders. Each of
the Cablevision Board of Directors and the Parent Board of Directors has also
unanimously approved the Plans. THE CABLEVISION BOARD RECOMMENDS THAT HOLDERS OF
CABLEVISION COMMON STOCK VOTE FOR THE APPROVAL AND ADOPTION OF THE CABLEVISION
AND MERGER AGREEMENT AND APPROVAL OF THE MERGER AND THE ISSUANCE AND FOR
APPROVAL OF EACH OF THE PLANS. See "The Transactions--Reasons for the
Transactions; Recommendations of the Boards of Directors."

THE MERGER. At the Effective Time (as defined below), Cablevision will be
merged with and into Merger Sub with Cablevision as the surviving corporation.
As a result, Cablevision will become a wholly owned subsidiary of Parent. See
"The Transactions--Description of the Transactions."

THE CONTRIBUTION AND ISSUANCE. Substantially simultaneously with and
immediately after the Merger, in the Contribution, the Contributed Businesses
will be transferred by TCI to Parent and Parent will assume up to $669 million
in outstanding indebtedness (the "Assumed Debt") for borrowed money (including
in such $669 million of indebtedness, all principal, interest, fees and other
amounts payable thereon) of the Contributed Businesses and will also assume
certain other liabilities relating to the business of the Asset Contributed
Systems and, in the Issuance, Parent will issue to TCI in exchange for the
transfer of the Contributed Businesses an aggregate of 12,235,543 shares of
Parent Class A Common Stock, subject to certain adjustments. At the consummation
of the Contribution, the Assumed Debt will, in accordance with the Contribution
and Merger Agreement, be payable in full and will have to be refinanced within
Parent or its designees in the Refinancing. See "The Transactions--Description
of the Transactions."

EFFECT ON CABLEVISION COMMON STOCKHOLDERS. At the Effective Time, each
share of Cablevision Common Stock will be converted into one share of a like
class of Parent Common Stock. See "The Transactions--Conversion of Cablevision
Common Stock."

CONVERSION OF CABLEVISION COMMON STOCK CERTIFICATES. At the Effective Time,
each certificate formerly representing outstanding shares of Cablevision Common
Stock will be deemed for all purposes to represent the number of shares of
Parent Common Stock into which such shares of Cablevision Common Stock are
converted as a result of the Merger. CABLEVISION STOCKHOLDERS ARE NOT REQUIRED
TO SURRENDER THEIR SHARE CERTIFICATES FOR EXCHANGE. See "The
Transactions--Conversion of Cablevision Common Stock."

3
<PAGE>
EFFECT ON CABLEVISION PLANS. At the Effective Time, Parent will assume each
stock option, conjunctive
right, bonus award share and incentive award outstanding under the existing
Cablevision Stock Plans and Cablevision Incentive Plans and each outstanding
option to purchase Cablevision Common Stock will be deemed to constitute an
option to acquire the same number of shares of Parent Common Stock and each
outstanding conjunctive right, bonus award share and incentive award of
Cablevision will be deemed to constitute a conjunctive right, bonus award share
and incentive award of Parent, in each case on the same terms and conditions as
applied immediately prior to the Effective Time. See "The Transactions--Effect
on Stock and Benefit Plans."

EFFECT ON CABLEVISION PREFERRED STOCKHOLDERS AND CABLEVISION DEBT. As a
result of the Merger, each share of Cablevision Preferred Stock will remain
unchanged and outstanding as Preferred Stock of Cablevision (as the surviving
company in the Merger); provided, however, that in accordance with the terms of
their respective certificates of designation in effect as of the Effective Time,
after the Merger, the outstanding 8 1/2% Series I Cumulative Convertible
Exchangeable Preferred Stock, par value $0.01 per share, of Cablevision (the
"Cablevision Series I Preferred Stock") will become exchangeable for Parent
Common Stock instead of being convertible into Cablevision Common Stock. On
December 3, 1997, in accordance with the certificate of designation for the
Series C Cumulative Convertible Preferred Stock, par value $0.01 per share, of
Cablevision (the "Cablevision Series C Preferred Stock"), Cablevision issued a
notice of redemption for all of the outstanding Cablevision Series C Preferred
Stock at a price calculated to be approximately $85.06 per share in cash (or
approximately $9 million in the aggregate for all shares of Cablevision Series C
Preferred Stock). Such redemption was consummated on January 2, 1998.
Accordingly, as of the Effective Time, Cablevision will not have outstanding any
shares of Cablevision Series C Preferred Stock. As a result of the Merger, all
of the Cablevision Debt will remain unchanged and outstanding as debt of
Cablevision (as the surviving company in the Merger). See "The Transactions--
Capital Stock and Debt; Dividends."

COMPARATIVE RIGHTS OF STOCKHOLDERS OF CABLEVISION AND STOCKHOLDERS OF
PARENT. The rights of holders of Cablevision Common Stock are currently
governed by Delaware law and the Restated and Amended Certificate of
Incorporation (the "Cablevision Certificate") and Bylaws of Cablevision (the
"Cablevision Bylaws"). Upon consummation of the Merger, holders of Cablevision
Common Stock will become holders of Parent Common Stock, and their rights as
holders of Parent Common Stock will continue to be governed by Delaware law and
will be governed by the Certificate of Incorporation of Parent (as may be
amended from time to time, the "Parent Certificate") and the Bylaws of Parent
(as may be amended from time to time, the "Parent Bylaws") as in effect at the
Effective Time, current copies of which have been filed as Appendices G and H
hereto, respectively. There are not any material differences between the rights
of Cablevision stockholders and the rights of Parent stockholders, except that,
after the Effective Time, Parent will have authorized for issuance 280,000,000
shares of Parent Common Stock under the Parent Certificate as compared to the
70,000,000 shares of Cablevision Common Stock that are authorized for issuance
under the Cablevision Certificate. The purpose of the additional authorized
capital stock of Parent is to provide adequate authorized shares for, among
other things, the Issuance and a stock split that Parent may complete following
the Transactions. See "Description of Parent Capital Stock" and "Comparison of
Certain Rights of Holders."

EFFECTIVE TIME OF THE MERGER. Assuming approval of Cablevision
stockholders, the Merger will be consummated promptly after receipt of the
required regulatory approvals and the satisfaction or waiver of the other
conditions to the Merger and will become effective at the time and date that a
certificate of merger is filed with the Delaware Secretary of State or at such
later time as specified in the certificate of merger (the "Effective Time"). It
is presently anticipated that the Effective Time will occur promptly after the
requisite stockholder approvals have been obtained and all other conditions to
the Merger specified in the Contribution and Merger Agreement have been
satisfied or waived. See "The Contribution and Merger Agreement--Certain
Conditions."

4
<PAGE>
CERTAIN REGULATORY MATTERS. The consummation of the Merger and the
Contribution is conditioned on the expiration of the waiting period under the
Hart-Scott-Rodino Antitrust Improvement Act of 1976, as amended (the "HSR Act"),
as well as the receipt of various approvals from cable regulatory and other
regulatory entities. Applications for such approvals and the approvals of the
National Basketball Association and the National Hockey League have been filed.
There can be no assurance that any such approvals will be obtained. On January
16, 1998, Cablevision and the Federal Trade Commission (the "FTC") announced
that Cablevision has entered into a consent degree providing for the divestiture
of certain cable television system assets of the Contributed Businesses that are
located in Paramus and Hillsdale, New Jersey. The assets to be divested served
approximately 5,200 subscribers as of September 30, 1997. Until the time of such
divestiture, Cablevision has agreed to certain hold separate and related
arrangements with regard to the assets to be divested. By approving on January
15, 1998 the consent decree for public comment, the Federal Trade Commission has
terminated the waiting period under the HSR Act with respect to the
Transactions. Cablevision does not believe that the assets to be divested, or
the hold separate and other arrangements relating thereto, are material to
Cablevision or to the Contributed Businesses. See "The Transactions--Certain
Regulatory Matters."

CONDITIONS TO THE MERGER AND THE CONTRIBUTION. The obligation of
Cablevision to effect the Merger and the obligation of Parent and TCI to effect
the Contribution are subject to various conditions, including obtaining the
requisite stockholder and regulatory approvals, the absence of any order or any
other legal restraint or prohibition preventing the consummation of the Merger
or the Contribution, receipt of the opinions of counsel in respect of certain
federal income tax consequences of the Merger and the Contribution and the
listing of Parent Class A Common Stock on the AMEX. In addition, the
satisfaction or waiver of the conditions to the Contribution is a condition
precedent to the Merger. See "The Contribution and Merger Agreement--Certain
Conditions."

TERMINATION OF THE MERGER AND CONTRIBUTION AGREEMENT. The Contribution and
Merger Agreement may be terminated, and the Merger and Contribution abandoned,
at any time prior to the Closing Date, whether or not stockholder approvals have
been obtained, (i) by the mutual written consent of Parent, Cablevision and TCI
or (ii) by the Board of Directors of either Cablevision or TCI if the
Transactions are not completed by December 31, 1998 or under certain other
circumstances. See "The Contribution and Merger Agreement--Termination."

FEES AND EXPENSES OF THE TRANSACTIONS. Cablevision or Parent, on the one
hand, and TCI, on the other hand, will share equally all expenses related to the
preparation of financial statements for the Contributed Businesses and all fees
and expenses associated with New York State and New York City real property
transfer taxes, or other transfer taxes relating to the Contribution and the HSR
Act filing. All other expenses will be borne by the party incurring such
expenses. In addition, Parent will reimburse Cablevision for all charges and
expenses paid by Cablevision in connection with the Merger. See "The
Contribution and Merger Agreement--Expenses."

APPRAISAL RIGHTS. Pursuant to the provisions of Section 262 of the Delaware
General Corporate Law (the "DGCL"), Cablevision stockholders will not be
entitled to appraisal rights with respect to the Transactions. See "The
Transactions--Appraisal Rights."

CERTAIN FEDERAL INCOME TAX CONSEQUENCES. In general, the Merger, the
Contribution and the Issuance have been structured to qualify as tax-free
transactions under the Code. The respective obligations of Merger Sub, Parent
and Cablevision to consummate the Merger and of TCI and Parent to effect the
Contribution (and, therefore the Issuance) are conditioned upon the receipt by
Parent of an opinion by Sullivan & Cromwell, counsel to Parent, and by TCI of an
opinion by Sherman & Howard L.L.C., counsel to TCI, to the effect that the
Merger and the Contribution (together with the Issuance), respectively, qualify
as a tax-free exchange. See "The Transactions--Certain Federal Income Tax
Consequences of the Transactions."

5
<PAGE>
RESALE RESTRICTIONS. All shares of Parent Common Stock received by
Cablevision stockholders in the Merger will be freely transferable, except that,
based on share ownership as of September 30, 1997, approximately 420,557 shares
of Parent Class A Common Stock and all of the shares of Parent Class B Common
Stock received in the Merger by persons that may be deemed to be "affiliates"
(as defined under the Securities Act of 1933, as amended (the "1933 Act")), of
Cablevision at the Effective Time may be resold by them only in permitted
circumstances. In addition, the shares of Parent Class A Common Stock to be
received by TCI and its subsidiaries in the Issuance may be resold only in
permitted circumstances. See "The Transactions--Resales of Parent Common Stock."

INTERESTS OF CERTAIN PERSONS. Certain directors and executive officers of
Cablevision may have interests in the Transactions in addition to the interests
of other Cablevision stockholders. See "The Transactions-- Interests of Certain
Persons in the Transactions."

ACCOUNTING TREATMENT. Parent will account for the Merger and the
Contribution under the purchase method of accounting. Parent will record at its
cost the acquired assets less liabilities assumed, with the excess of such cost
over the estimated fair value of net assets reflected as goodwill; provided,
that the conversion of Cablevision Common Stock into Parent Common Stock in the
Merger will be treated as a reorganization with no change in the recorded amount
of Cablevision's assets and liabilities. See "The Transactions--Accounting
Treatment."

BOARD OF DIRECTORS AND MANAGEMENT. Upon consummation of the Merger, the
Board of Directors of Parent will consist of the Board of Directors of
Cablevision immediately prior to the Effective Time, with certain changes to the
Class B Directors of Parent prior to the Effective Time pursuant to the
provisions of the Contribution and Merger Agreement and the Stockholders
Agreement in order to reflect the appointment of two Investor Directors. See
"Certain Related Agreements--The Stockholders Agreement." Upon consummation of
the Merger, the management of Cablevision will remain as the management of
Parent. See "Management."

TRADING MARKET. The Cablevision Class A Common Stock is currently traded on
the AMEX under the symbol "CVC" and the Cablevision Series I Preferred Stock is
currently traded on the AMEX under the symbol "CVC+". Cablevision and Parent
will use their best efforts to delist the Cablevision Class A Common Stock from
the AMEX and their reasonable best efforts to have the Parent Class A Common
Stock approved for listing on AMEX upon official notice of issuance. It is
anticipated that prior to the Special Meeting the Cablevision Class A Common
Stock will be delisted from the AMEX and the Parent Class A Common Stock will be
traded on the AMEX under the symbol "CVC." The Cablevision Series I Preferred
Stock will continue to trade as securities of Cablevision (as the surviving
company in the Merger) on the AMEX after the consummation of the Transactions.
Prior to the consummation of the Merger, there has been no public market for the
Parent Common Stock, which is currently owned by Cablevision, or the equity
securities of the Contributed Subsidiaries or of the entities directly owning
the Asset Contributed Systems, which securities are directly or indirectly owned
by TCI. See "The Transactions-- AMEX Listing" and "The Transaction--Capital
Stock and Debt; Dividends."

RISK FACTORS

The information set forth under "Risk Factors" should be reviewed and
carefully considered in evaluating the Transactions and the ownership of Parent
Common Stock to be issued in the Merger and the Issuance.

CERTAIN RELATED AGREEMENTS

STOCKHOLDERS AGREEMENT. It is a condition to the Contribution that Parent,
Tele-Communications, the designated transferors of the Contributed Businesses
receiving Parent Class A Shares in the Issuance (Tele-Communications and such
transferors being collectively referred to herein as the "Investor") and the

6
<PAGE>
Class B Stockholders enter into a Stockholders Agreement (the "Stockholders
Agreement") providing, among other things, for: (i) limits on the Investor's
ability to acquire Parent Class A Common Stock other than pursuant to the
Issuance or in other limited circumstances, if, following such acquisition, the
Investor would beneficially own 10% or more of the Parent Class A Common Stock
in excess of that Parent Class A Common Stock issued in the Issuance; (ii)
limitations on the Investor's ability to transfer Parent Class A Common Stock to
any person who after such transfer would beneficially own 10% or more of the
outstanding Parent Class A Common Stock or 5% or more of all the outstanding
Parent Common Stock, except for transfers of all of the Investor's Parent Class
A Common Stock to a single purchaser who agrees to become a party to the
Stockholders Agreement, transfers to certain Tele-Communications' subsidiaries
and transfers in connection with a bona fide pledge to secure a borrowing; (iii)
consultation rights among Parent, Tele-Communications and the Class B
Stockholders regarding sales of Parent as a whole or significant Parent assets,
certain sales of Parent Class A Common Stock owned by the Investor and certain
sales of Parent Class B Common Stock owned by the Class B Stockholders; (iv)
certain tag-along rights of Tele-Communications and drag-along rights of the
Class B Stockholders upon certain sales of Parent Common Stock by the Class B
Stockholders; (v) preemptive rights for the Investor on new issuances of Parent
Common Stock so that Tele-Communications may maintain beneficial ownership of
33% of the outstanding Parent Common Stock, with certain limited exceptions;
(vi) the Investor's right to designate two Class B Directors as Investor
Directors for so long as certain ownership of Parent Class A Common Stock is
maintained; (vii) the right of the Investor Directors to membership on a
committee of the Parent Board of Directors to approve certain transactions with
Class B Stockholders and their family members that will give such Investor
Director a veto over such transactions; (viii) the Investor's agreement to vote
in proportion with the public holders of Parent Class A Common Stock for the
election of the 25% of the Parent directors which the Parent Class A Common
Stock is entitled to elect under the Parent Certificate and any increase in
authorized shares; (ix) Parent's agreement not to effect acquisition
transactions that would cause the debt to cash flow ratio of Parent (calculated
as described in the Stockholders Agreement) to exceed a specified ratio
(initially 8.0 : 1.0, and declining to 7.5 : 1.0 after December 31, 1999); and
(x) certain registration rights under the 1933 Act for shares of Parent Class A
Common Stock owned by the Investor. See "Certain Related Agreements--The
Stockholders Agreement."

VOTING AGREEMENT. Cablevision, Parent, Tele-Communications and the Class B
Stockholders have entered into the Voting Agreement dated as of November 21,
1997 (the "Voting Agreement") pursuant to which, among other things, the Class B
Stockholders, which collectively own Cablevision Common Stock having a majority
of Cablevision's total voting power, have agreed to vote to approve and adopt
the Contribution and Merger Agreement and to approve the Merger and the Issuance
and have agreed to vote against any matter that would compete or interfere with
such adoption and issuance. See "Certain Related Agreements--The Voting
Agreement."

POTENTIAL RELATED TRANSACTIONS

THE RESTRUCTURING. After the Transactions, Parent may effect the
Restructuring (i) to combine the cable systems of the Contributed Businesses
with the cable systems currently held by Cablevision in a sub-group in and under
Cablevision and (ii) to separate under Parent the cable systems operations
sub-group and the telecommunications businesses currently conducted by
Cablevision from the cable programming businesses conducted by Cablevision and
its subsidiaries. See "Potential Related Transactions--The Restructuring."

THE DOLAN PARTNERSHIP TRANSACTION. Pursuant to a letter agreement dated as
of November 25, 1997 (the "CNYC Letter"), Charles F. Dolan ("Dolan") and
Cablevision agreed (i) to defer the commencement of the period during which
Dolan could elect, pursuant to Cablevision's pre-existing obligations under the
Purchase and Reorganization Agreement, dated as of December 20, 1991, as
amended, between Dolan and Cablevision (the "CNYC Agreement"), to require
Cablevision to purchase his remaining partnership interests in Cablevision of
New York City, L.P. ("Cablevision of NYC"), from December 1, 1997 to the date

7
<PAGE>
of the consummation of the Merger and the Contribution and (ii) to provide for
cash payment for such partnership interests of approximately $190 million (the
"Dolan Partnership Transaction"). If the Merger and Contribution are not
consummated on or prior to July 1, 1998, the CNYC Letter will terminate and the
CNYC Agreement will remain in full force and effect in accordance with its
terms, except that the initial period during which Dolan is permitted to elect
to have Cablevision purchase his partnership interests (the "First Put Period")
will commence on July 1, 1998 and end on October 31, 1998. See "Potential
Related Transactions--The Dolan Partnership Transaction."

THE PARTNERSHIP CONTRIBUTION. Contemporaneously with the Merger, in the
Partnership Contribution Parent may issue an anticipated approximately 52,000
shares of Parent Class A Common Stock and may pay approximately $2.8 million in
cash to the RPE Minority Partners as consideration for the approximately 2% of
the outstanding limited partnership interest in RPE that is held by the RPE
Minority Partners. See "Potential Related Transactions--The Partnership
Contribution."

THE PLAN PROPOSALS

At the Special Meeting, the stockholders of Cablevision will also be asked
to consider and vote upon the Plan Proposals. The Parent Employee Stock Plan and
the Parent Long-Term Incentive Plan, both of which have been adopted by Parent
in connection with the Transactions, are substantially identical to the Restated
1996 Stock Plan and the Cablevision Long-Term Incentive Plan, respectively,
which have previously been approved by Cablevision's stockholders. The Plans are
being submitted to stockholders in connection with the Transactions to ensure
their continued compliance with Section 162 (m) and 422 of the Internal Revenue
Code of 1986. See "The Plan Proposals."

Approval of the Merger Proposal will be deemed to constitute approval of the
Issuance and of the stock options, conjunctive rights, bonus award shares and
incentive awards to be issued by Parent in replacement of outstanding
Cablevision options, conjunctive rights, bonus award shares and incentive awards
as of the Effective Time pursuant to the Contribution and Merger Agreement. The
Cablevision and Parent Board of Directors has approved the Plan Proposals and
recommended that the Cablevision stockholders vote for the approval of the Plan
Proposals. See "The Special Meeting--Votes Required," "The Transactions--Reasons
for the Transactions; Recommendations of the Boards of Directors" and "The Plan
Proposals."

8
<PAGE>
SELECTED HISTORICAL FINANCIAL DATA

CABLEVISION SYSTEMS CORPORATION

The historical consolidated statement of operations data (except for book
value per common share and deficiency of earnings available to cover fixed
charges) and consolidated balance sheet data for each year ended and as of
December 31 in each year in the five-year period ended December 31, 1996,
included in the following selected financial data, have been derived from the
Cablevision Consolidated Financial Statements audited by KPMG Peat Marwick LLP,
independent certified public accountants. The historical consolidated statement
of operations data and balance sheet data for the periods ended as of September
30, 1997 and 1996 included in the following selected financial data have been
derived from financial statements of Cablevision that have not been audited, but
that, in the opinion of the management of Cablevision, reflect all adjustments
necessary for the fair presentation of such data for the interim periods. The
results of operations for the nine-month period ended September 30, 1997 are not
necessarily indicative of the results of operations for the full year, although
Cablevision expects to incur a substantial loss for the year ending December 31,
1997 excluding the gain associated with the redemption of A-R Cable's Series A
Preferred Stock and any gain associated with the consummation of the
transactions contemplated in the Formation Agreement. Such data are qualified by
reference to the Cablevision Consolidated Financial Statements and the Forms
10-Q and Form 10-K, which are incorporated by reference herein. See
"Incorporation of Certain Information by Reference."

<TABLE>
<CAPTION>
NINE MONTHS ENDED
SEPTEMBER 30, YEAR ENDED DECEMBER 31,
-------------------- -----------------------------------------------------
1997 1996 1996 1995 1994 1993 1992
--------- --------- --------- --------- --------- --------- ---------
<S> <C> <C> <C> <C> <C> <C> <C>
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)
CONSOLIDATED STATEMENT OF
OPERATIONS DATA(1):
Revenues........................... $1,314,995 $ 955,618 $1,315,142 $1,078,060 $ 837,169 $ 666,724 $ 572,487
Operating expenses:
Technical........................ 568,259 392,076 538,272 412,479 302,885 241,877 204,449
Selling, general and
administrative................. 347,405 226,940 313,476 266,209 195,942 172,687 120,356
Restructuring charge............. -- -- -- -- 4,306(2) -- --
Depreciation and amortization.... 363,023 262,741 388,982 319,929 271,343 194,904 168,538
--------- --------- --------- --------- --------- --------- ---------
Operating profit................. 36,308 73,861 74,412 79,443 62,693 57,256 79,144
Other income (expense):
Interest expense, net............ (258,898) (194,072) (265,015) (311,887) (261,781) (230,327) (193,379)
Provision for preferential
payment to related party....... (4,200) (4,200) (5,600) (5,600) (5,600) (5,600) (2,662)
Provision for loss on Olympics
venture........................ -- -- -- -- -- -- (50,000)(3)
Loss on sale of preferred
stock.......................... -- -- -- -- -- -- (20,000)(4)
Write-off of deferred interest
and financing costs(5)......... (13,710) (34,341) (37,784) (5,517) (9,884) (1,044) (12,284)
Gain on redemption of subsidiary
preferred stock................ 181,738(6) -- -- -- -- -- --
Loss on redemption of
debentures..................... -- -- -- -- (7,088 (5) -- --
Share of affiliates' net
losses......................... (32,243) (59,403) (82,028) (93,024) (82,864) (61,017) (47,278)
Gain (loss) on sale of
programming and affiliate
interests, net................. -- -- -- 35,989 -- (330) 7,053
Minority interest................ 14,145 (7,385) (9,417) (8,637) (3,429) 3,000 --
Gain on sale of marketable
securities, net................ -- -- -- -- -- -- 733
Settlement of litigation and
related matters................ -- -- -- -- -- -- (5,655)
Miscellaneous, net............... (7,059) (7,444) (6,647) (8,225) (7,198) (8,720) (6,175)
--------- --------- --------- --------- --------- --------- ---------
Net Loss........................... (83,919) (232,984) (332,079) (317,458) (315,151) (246,782) (250,503)
Dividend requirements applicable to
preferred stock.................. (110,324) (92,596) (127,780) (20,249) (6,385) (885) (885)
--------- --------- --------- --------- --------- --------- ---------
Net loss applicable to common
stockholders..................... $(194,243) $(325,580) $(459,859) $(337,707) $(321,536) $(247,667) $(251,388)
--------- --------- --------- --------- --------- --------- ---------
--------- --------- --------- --------- --------- --------- ---------
Net loss per common share.......... $ (7.81) $ (13.12) $ (18.52) $ (14.17) $ (13.72) $ (10.83) $ (11.17)
--------- --------- --------- --------- --------- --------- ---------
--------- --------- --------- --------- --------- --------- ---------
Average number of common shares
outstanding (in thousands)....... 24,858 24,823 24,827 23,826 23,444 22,859 22,512
--------- --------- --------- --------- --------- --------- ---------
--------- --------- --------- --------- --------- --------- ---------
Book value per common share........ $ (102.92) $ (90.19) $ (95.59) $ (76.61) $ (76.93) $ (64.61) $ (55.28)
--------- --------- --------- --------- --------- --------- ---------
--------- --------- --------- --------- --------- --------- ---------
Deficiency of earnings available to
cover fixed charges.............. $ (83,919) $(232,984) $(332,079) $(317,458) $(315,151) $(246,782) $(250,503)
--------- --------- --------- --------- --------- --------- ---------
--------- --------- --------- --------- --------- --------- ---------
</TABLE>

(FOOTNOTES ON FOLLOWING PAGE)

9
<PAGE>

<TABLE>
<CAPTION>
AS OF AS OF DECEMBER 31,
SEPTEMBER 30, -----------------------------------------------------
1997 1996 1995 1994 1993 1992
------------- --------- --------- --------- --------- ---------
<S> <C> <C> <C> <C> <C> <C>
(DOLLARS IN THOUSANDS, EXCEPT AVERAGE MONTHLY REVENUE DATA)
CONSOLIDATED BALANCE SHEET DATA(1):

Total assets......................... $ 4,872,763 $3,034,725 $2,502,305 $2,176,413 $1,327,418 $1,251,157

Total debt........................... 5,111,512 3,334,701 3,157,107 3,169,236 2,235,499 2,004,452

Redeemable preferred stock........... 1,092,921 1,005,265 257,751 -- -- --

Stockholders' deficiency............. (2,566,036) (2,374,285) (1,891,676) (1,818,535) (1,503,244) (1,250,248)

STATISTICAL DATA(1):

Homes passed(7)...................... 4,484,000 3,858,000 3,328,000 2,899,000 2,240,000 2,019,000

Basic service subscribers............ 2,899,000 2,445,000 2,061,000 1,768,000 1,379,000 1,262,000

Basic penetration(8)................. 64.6% 63.4% 61.9% 61.0% 61.6% 62.5%

Number of premium television units... 4,204,000 3,862,000 3,990,000 3,208,000 3,003,000 2,802,000

Average number of premium units per
basic subscriber................... 1.5 1.6 1.9 1.8 2.2 2.2

Average monthly revenue per basic
subscriber(9)...................... $ 38.36 $ 36.71 $ 37.07 $ 36.33 $ 36.59 $ 37.64
</TABLE>

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

(1) The consolidated statement of operations, balance sheet and statistical data
reflect (i) the acquisition of Cablevision of NYC, effective as of July 10,
1992, and (ii) various acquisitions of cable television systems and other
businesses during the periods presented. See "Business--Cable Television
Operations" in the Form 10-K and "Unaudited Condensed Pro Forma Consolidated
Financial Statements of Parent" herein. Acquisitions made by Cablevision
during the periods presented were accounted for under the purchase method of
accounting and, accordingly, the acquisition costs were allocated to the net
assets acquired based on their fair value, except for the acquisition of
partnership interests in Cablevision of NYC from Dolan and entities
affiliated with him, which were recorded at Dolan's and such entities'
historical costs. Acquisitions are reflected in the consolidated statement
of operations, balance sheet and statistical data from the time of
acquisition.

(2) Cablevision recorded a one-time charge in the first quarter of 1994 to
provide for employee severance and related costs resulting from a
restructuring of its operations.

(3) In 1992, Cablevision recognized a $50 million loss in connection with
Rainbow Media's commitment in respect of its venture with NBC relating to
the 1992 Summer Olympics, which Cablevision paid in January 1993.

(4) In connection with the 1992 reorganization of V Cable, Inc. ("V Cable"),
Cablevision redeemed the redeemable preferred stock of A-R Cable Services,
Inc. ("A-R Cable"), incurring a loss of $20 million.

(FOOTNOTES CONTINUED ON FOLLOWING PAGE)

10
<PAGE>
(FOOTNOTES CONTINUED FROM PREVIOUS PAGE)

(5) In connection with the 1992 reorganization of V Cable, Cablevision wrote off
approximately $7.5 million of deferred financing costs related to the debt
of V Cable, and a portion of Cablevision's deferred financing costs of
approximately $4.8 million in 1992 and $1.0 million in 1993, related to the
replacement of bank debt with subordinated debt, were written off. In
October 1994, Cablevision entered into a new bank credit agreement and
redeemed $200 million of its reset debentures. The related deferred
financing costs and unamortized discount relating to each were written off
(the portions relating to Cablevision of NYC and Cablevision of New Jersey
amounting to $3.2 million were written off in 1995) and charges of
approximately $2.0 million in redemption fees, $4.5 million in deferred
financing costs and $0.6 million in unamortized discount were recorded in
connection with the redemption of the reset debentures. In January 1995,
Rainbow Media amended its credit agreement to refinance its existing
borrowings and to provide funds for the acquisition of the third-party
interest in SportsChannel New York and Rainbow News 12, resulting in an
approximately $2.3 million write-off of deferred financing costs. In April
1996, Cablevision wrote off approximately $24.0 million of deferred interest
and financing costs in connection with the refinancing of all indebtedness
of V Cable and VC Holding, Inc. and formation of Cablevision of Ohio. In
September 1996, Cablevision wrote off approximately $10.3 million of
deferred financing costs in connection with the refinancing of the Credit
Agreement, and in the fourth quarter of 1996, an additional $3.1 million of
deferred financing costs relating to Cablevision's MFR subsidiary were
written off in connection with a reorganization and refinancing of
Cablevision MFR, Inc. In July 1997, Cablevision paid a premium of
approximately $8.4 million to redeem its 10 3/4% Senior Subordinated
Debentures due 2004 and wrote off deferred financing costs of approximately
$5.3 million in connection therewith.

(6) In July 1997, Cablevision redeemed the Series A Preferred Stock of A-R Cable
and recognized a gain principally representing the reversal of accrued
preferred dividends in excess of amounts paid.

(7) Homes passed is based upon homes passed by cable actually marketed and does
not include multiple dwelling units passed by the cable plant that are not
connected to it.

(8) Basic penetration represents basic service subscribers at the end of the
period as a percentage of homes passed at the end of the period.

(9) Based on recurring service revenues, excluding installation charges and
certain other revenues such as advertising, pay-per-view and home shopping
revenues, for the month of September or December, as the case may be,
divided by the average number of basic subscribers for that month.

11
<PAGE>
CONTRIBUTED BUSINESSES

TCI NEW JERSEY AND NEW YORK SYSTEMS. The following table sets forth
selected historical financial data for the TCI New Jersey and New York Systems
(as defined in note 1 to the September 30, 1997 Condensed Combined Financial
Statements of the TCI New Jersey and New York Systems, included elsewhere in
this document) (i) as of September 30, 1997 and as of December 31 for each of
the years in the five-year period ended December 31, 1996 and (ii) for the nine
month periods ended September 30, 1997 and 1996 and for each of the years in the
five-year period ended December 31, 1996. The following data as of December 31,
1996 and 1995, and for each of the years in the three-year period ended December
31, 1996, is derived from the audited combined financial statements of the TCI
New Jersey and New York Systems for the corresponding periods. The data for the
other periods presented has been derived from unaudited information. The data
for the nine months ended September 30, 1997 and 1996 has been derived from the
TCI New Jersey and New York Systems' unaudited financial statements also
appearing herein and, which, in the opinion of management, includes all
adjustments, consisting only of normal recurring adjustments, necessary for the
fair statement of the results for the unaudited periods. The following
information should be read in conjunction with "Management's Discussion and
Analysis of Financial Condition and Results of Operations of the TCI New Jersey
and New York Systems", is qualified in its entirety, and should be read in
conjunction with the accompanying combined financial statements, including the
notes thereto, of the TCI New Jersey and New York Systems, included elsewhere in
this document.

<TABLE>
<CAPTION>
DECEMBER 31,
SEPTEMBER 30, -----------------------------------------------------
1997 1996 1995 1994 1993 1992
------------- --------- --------- --------- --------- ---------
<S> <C> <C> <C> <C> <C> <C>
(AMOUNTS IN THOUSANDS)
SUMMARY BALANCE SHEET DATA:

Property and equipment, net................ $ 154,670 166,827 175,302 185,484 191,233 158,241
Franchise costs, net....................... $ 451,973 443,745 456,270 468,731 481,882 494,714
Total assets............................... $ 613,209 622,802 641,133 662,122 682,407 661,956
Debt....................................... $ -- 17,815 18,590 21,036 24,625 25,954
Parent's investment........................ $ 422,412 403,515 415,612 429,279 446,815 424,227
</TABLE>

<TABLE>
<CAPTION>
NINE MONTHS ENDED
SEPTEMBER 30, YEARS ENDED DECEMBER 31,
--------------------- -----------------------------------------------------
1997 1996 1996 1995 1994 1993 1992
---------- --------- --------- --------- --------- --------- ---------
<S> <C> <C> <C> <C> <C> <C> <C>
(AMOUNTS IN THOUSANDS)
SUMMARY OPERATING DATA:

Revenue............................ $ 158,294 146,096 199,798 180,601 162,688 169,151 164,590
Operating income................... $ 43,305 34,640 45,883 45,605 37,885 47,371 52,944
Net earnings....................... $ 28,590 21,213 28,166 28,316 21,346 28,224 31,797
</TABLE>

12
<PAGE>
TKR NEW JERSEY/NEW YORK SYSTEMS. The following table sets forth selected
historical financial data for the TKR New Jersey/New York Systems (as defined in
note 1 to the September 30, 1997 Condensed Combined Financial Statements of the
TKR New Jersey/New York Systems, included elsewhere in this document) (i) as of
September 30, 1997 and as of December 31 for each of the years in the five-year
period ended December 31, 1996 and (ii) for the nine month periods ended
September 30, 1997 and 1996 and for each of the years in the five-year period
ended December 31, 1996. The following data as of December 31, 1996 and 1995,
and for each of the years in the three-year period ended December 31, 1996, is
derived from the audited combined financial statements of the TKR New Jersey/New
York Systems for the corresponding periods. The data for the other periods
presented has been derived from unaudited information. The data for the nine
months ended September 30, 1997 and 1996 has been derived from the TKR New
Jersey/New York Systems' unaudited financial statements also appearing herein
and, which, in the opinion of management, includes all adjustments, consisting
only of normal recurring adjustments, necessary for the fair statement of the
results for the unaudited periods. The following information should be read in
conjunction with "Management's Discussion and Analysis of Financial Condition
and Results of Operations of the TKR New Jersey/New York Systems", is qualified
in its entirety, and should be read in conjunction with the accompanying
combined financial statements, including the notes thereto, of the TKR New
Jersey/New York Systems, included elsewhere in this document.

<TABLE>
<CAPTION>
DECEMBER 31,
SEPTEMBER 30, --------------------------------------------------------
1997 (1) 1996 1995 1994 1993 1992
------------- --------- --------- ---------- ---------- ----------
<S> <C> <C> <C> <C> <C> <C>
AMOUNTS IN THOUSANDS
SUMMARY BALANCE SHEET DATA:

Property and equipment, net.............. $ 298,032 310,490 187,816 118,579 98,892 100,414
Franchise costs, net..................... $ 429,687 222,099 66,787 68,992 71,192 73,272
Total assets............................. $ 751,629 552,718 267,018 197,160 180,444 179,221
Debt..................................... $ 573,988 583,988 324,488 284,000 298,000 328,000
Combined equity (deficit)................ $ 154,918 (68,060) (91,348) (197,160) (131,320) (171,393)
</TABLE>

<TABLE>
<CAPTION>
NINE MONTHS ENDED
SEPTEMBER 30, YEARS ENDED DECEMBER 31,
--------------------- -----------------------------------------------------
1997(1) 1996 1996 1995 1994 1993 1992
---------- --------- --------- --------- --------- --------- ---------
<S> <C> <C> <C> <C> <C> <C> <C>
AMOUNTS IN THOUSANDS
SUMMARY OPERATING DATA:

Revenue............................ $ 158,334 136,718 185,974 135,719 126,373 123,653 117,159
Operating income................... $ 47,806 42,013 53,590 41,688 40,306 43,008 38,869
Net earnings....................... $ 18,151 17,686 19,050 20,734 21,246 31,236 15,969
</TABLE>

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

(1) The summary balance sheet data at September 30, 1997 and the summary
operating data for the nine months ended September 30, 1997 reflect the
effects of the acquisition by Tele-Communications of the TKR New Jersey/New
York Systems (as described in note 1 to the September 30, 1997 Unaudited
Condensed Combined Financial Statements of the TKR New Jersey/New York
Systems, included elsewhere in this document).

13
<PAGE>
UNAUDITED SUMMARY CONDENSED PRO FORMA
CONSOLIDATED FINANCIAL INFORMATION OF PARENT

The following unaudited condensed pro forma consolidated balance sheet
information as of September 30, 1997 presents Parent's financial position as
adjusted to give effect to the Merger and the Contribution, in each case as if
they had occurred as of September 30, 1997. The following condensed pro forma
consolidated statement of operations information for the year ended December 31,
1996 gives effect to (i) the NBC Transaction, (ii) the MSG Redemption, (iii) the
1997 Warburg Transactions, (iv) the 1996 acquisitions of U.S. Cable and
Cablevision of Newark (the "U.S. Cable/Newark Acquisitions") and (v) the Merger
and the Contribution, in each case as if they had occurred at the beginning of
the period presented. The following condensed pro forma consolidated statement
of operations information for the nine months ended September 30, 1997 gives
effect to (i) the NBC Transaction, (ii) the MSG Redemption, (iii) the 1997
Warburg Transactions and (iv) the Merger and the Contribution, in each case as
if they had occurred at the beginning of the period presented. The Contribution
will be accounted for under the purchase method of accounting. The Merger will
be treated as a reorganization with no change in the recorded amount of
Cablevision assets and liabilities. See "The Transactions--Accounting Treatment"
and "The Transactions--Certain Federal Income Tax Consequences of the
Transactions." The unaudited condensed pro forma consolidated financial
statements are prepared for illustrative purposes only and are not necessarily
indicative of the financial position or results of operations that might have
occurred had the applicable transactions actually taken place on the dates
indicated, or of future results of operations or financial position of the
stand-alone or combined entities. The unaudited condensed pro forma consolidated
financial statements are based on the historical consolidated financial
statements of Cablevision and Parent and on the financial statements of the
Contributed Businesses and the unaudited condensed pro forma consolidated
financial information should be read in conjunction with such financial
statements. See "Unaudited Condensed Pro Forma Consolidated Financial Statements
of Parent."

<TABLE>
<CAPTION>
AT OR FOR NINE MONTHS FOR TWELVE MONTHS
ENDED SEPTEMBER 30, 1997 ENDED DECEMBER 31, 1996
------------------------ -----------------------
<S> <C> <C>
(AMOUNTS IN THOUSANDS) (AMOUNTS IN THOUSANDS)
Unaudited Pro Forma Consolidated Statement of Operations
Information:
Revenues..................................................... $ 1,912,765 $ 2,406,344
Net loss..................................................... $ (65,712) $ (390,643)
Net loss applicable to common shareholders................... $ (176,036) $ (518,423)
Net loss per common share.................................... $ (4.75) $ (13.99)

Unaudited Pro Forma Consolidated Balance Sheet Information:
Total assets................................................. $ 6,057,917
Total liabilities............................................ $ 7,014,820
Redeemable preferred stock................................... $ 1,092,921
Total shareholders' deficiency............................... $ (2,068,049)
</TABLE>

14
<PAGE>
UNAUDITED COMPARATIVE PER SHARE DATA

The following table sets forth the historical net losses per share, cash
dividends per share and book value per share data for Cablevision and historical
and combined pro forma per share data for Parent for the nine months ended
September 30, 1997 and for the twelve months ended December 31, 1996. The
information presented herein should be read in conjunction with the "Selected
Historical Financial Data" and the "Unaudited Condensed Pro Forma Consolidated
Financial Statements of Parent" appearing elsewhere in this Joint Proxy
Statement/Prospectus.

For purposes of calculating equivalent per share data, it has been assumed
that each share of Cablevision Class A Common Stock and each share of
Cablevision Class B Common Stock is converted in the Merger into one share of
Parent Class A Common Stock and one share of Parent Class B Common Stock,
respectively, and that Parent will issue 12,235,543 shares of Parent Class A
Common Stock in the Issuance.

<TABLE>
<CAPTION>
AT OR FOR
AT OR FOR TWELVE MONTHS
NINE MONTHS ENDED
ENDED DECEMBER 31,
SEPTEMBER 30, 1997 1996
------------------ --------------
<S> <C> <C>
CABLEVISION PER SHARE EQUIVALENT--HISTORICAL
Net loss per common share(1)................................................ $ (7.81) $ (18.52)
Cash dividends per common share............................................. -- --
Book value per common share(2).............................................. $ (102.92) $ (95.59)
PARENT--ADJUSTED PRO FORMA (3)
Net loss per common share (4)............................................... $ (4.75) $ (13.99)
Cash dividends per common share............................................. -- --
Book value per common share(5).............................................. $ (55.64) $ (50.61)
</TABLE>

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

(1) Calculated based on the weighted average common shares of Cablevision
outstanding during the periods presented. Common stock equivalents were not
included in the calculation as their effect would be antidilutive.

(2) Calculated by dividing the historical stockholders' equity by the number of
outstanding shares of Cablevision Common Stock. The outstanding shares of
Cablevision Common Stock do not include shares issuable upon exercise of
Cablevision options or conversion of outstanding Cablevision Series I
Preferred Stock or Cablevision Series C Preferred Stock.

(3) Adjusted to give effect to the Merger and the Issuance.

(4) Calculated based on 37,094,000 and 37,063,000 pro forma weighted average
common shares outstanding of Parent at September 30, 1997 and December 31,
1996, respectively.

(5) Book value per share at September 30, 1997 and December 31, 1996 gives
effect to the Merger, the Contribution and the Issuance (see the "Unaudited
Condensed Pro Forma Consolidated Financial Statements of Parent" included in
this document).

15
<PAGE>
MARKET PRICES

Cablevision Class A Common Stock is listed on AMEX under the symbol "CVC".
It is anticipated that, prior to the Special Meeting, the Cablevision Class A
Common Stock will be delisted from AMEX and the Parent Class A Common Stock will
be approved for listing on the AMEX under the symbol "CVC" upon official notice
of issuance. The Contributed Subsidiaries' equity securities and the capital
stock of the entities that directly own the Asset Contributed Systems are not
listed on any securities exchange or otherwise publicly traded and are owned
directly or indirectly by TCI. The Cablevision Class B Common Stock is not
listed on any securities exchange or otherwise publicly traded. The following
table sets forth the high and low closing prices per share of Cablevision Class
A Common Stock as reported by the AMEX Composite Tape for the periods indicated.

<TABLE>
<CAPTION>
CABLEVISION CLASS A
COMMON STOCK
----------------------
HIGH LOW
---------- ----------
<S> <C> <C>
1995
First Quarter................................................................ $ 58 3/4 $ 48 7/8
Second Quarter............................................................... 63 3/4 52 1/4
Third Quarter................................................................ 69 3/4 58
Fourth Quarter............................................................... 61 49 3/4
1996
First Quarter................................................................ 60 3/8 52 3/4
Second Quarter............................................................... 58 44
Third Quarter................................................................ 46 1/4 38 7/8
Fourth Quarter............................................................... 43 3/4 25
1997
First Quarter................................................................ 35 29 3/4
Second Quarter............................................................... 55 28
Third Quarter................................................................ 62 3/4 49 3/4
Fourth Quarter............................................................... 95 3/4 63 15/16
1998
First Quarter (through January 16, 1998)..................................... 94 3/8 88 5/8
</TABLE>

On June 6, 1997, the last trading day before public announcement of the
execution of the Original Contribution and Merger Agreement, the closing price
of Cablevision Class A Common Stock as reported by the AMEX Composite Tape was
$34 5/8 per share. On January 16, 1998, the last trading day before the date of
this Proxy Statement/Prospectus, the closing price of Cablevision Class A Common
Stock as reported by the AMEX Composite Tape was $91 13/16 per share.

CABLEVISION STOCKHOLDERS ARE URGED TO OBTAIN CURRENT MARKET QUOTATIONS FOR
THE CABLEVISION CLASS A COMMON STOCK.

No equity securities of Parent were publicly traded prior to the Effective
Time. It is anticipated that the Parent Class A Common Stock will be approved
for listing on the AMEX upon consummation of the Merger under the symbol "CVC"
upon official notice of issuance.

Cablevision has never paid any dividends on the Cablevision Common Stock and
does not intend to declare any dividends prior to the Effective Time. The
payment of future dividends on the Parent Common Stock will be a business
decision made by the Parent Board of Directors from time to time based upon the
results of operations and financial condition of Parent and such other factors
as the Parent Board of Directors considers relevant.

16
<PAGE>
FORWARD-LOOKING STATEMENTS

Certain statements contained in this Proxy Statement/Prospectus, including
any forecasts, projections and descriptions of anticipated synergies referred to
therein, and certain statements incorporated by reference from documents filed
with the Commission by Cablevision, including any statements contained herein or
therein regarding the development or possible assumed future results of
operations of Cablevision businesses and the Contributed Businesses, the markets
for Cablevision's and the Contributed Businesses' services and products,
anticipated capital expenditures, regulatory developments and the effects of the
Contribution or the Merger, any statements preceded by, followed by or that
include the words "believes," "expects," "anticipates," or similar expressions,
and other statements contained or incorporated by reference herein regarding
matters that are not historical facts, are or may constitute forward-looking
statements (as such term is defined in the Reform Act). Because such statements
are subject to risks and uncertainties, actual results may differ materially
from those expressed or implied by such forward-looking statements. All
subsequent written and oral forward-looking statements attributable to
Cablevision or Parent (or persons acting on either of their behalf) are
expressly qualified in their entirety by the cautionary statements set forth or
referred to above in this paragraph. Investors are cautioned not to place undue
reliance on such statements, which speak only as of the date hereof. Neither
Parent nor Cablevision undertakes any obligation to release publicly any
revisions to these forward-looking statements to reflect events or circumstances
after the date hereof or to reflect the occurrence of unanticipated events. See
"Incorporation of Certain Information by Reference."

17
<PAGE>
RISK FACTORS

THE FOLLOWING ARE CERTAIN FACTORS THAT SHOULD BE CONSIDERED BY THE HOLDERS
OF CABLEVISION COMMON STOCK IN EVALUATING THE MERGER AND THE INVESTMENT IN
PARENT COMMON STOCK. REFERENCES IN THIS CAPTION "RISK FACTORS" TO THE BUSINESS
OF CABLEVISION ARE DEEMED TO BE REFERENCES TO THE BUSINESS OF PARENT AND
CABLEVISION AFTER THE MERGER AND TO BE REFERENCES TO THE BUSINESS OF PARENT,
CABLEVISION AND THE CONTRIBUTED BUSINESSES AFTER THE CONTRIBUTION. CERTAIN
STATEMENTS UNDER THIS CAPTION "RISK FACTORS" CONSTITUTE FORWARD-LOOKING
STATEMENTS UNDER THE REFORM ACT. SEE "INCORPORATION OF CERTAIN INFORMATION BY
REFERENCE" AND "FORWARD-LOOKING STATEMENTS."

SUBSTANTIAL INDEBTEDNESS AND HIGH DEGREE OF LEVERAGE

Cablevision has incurred substantial indebtedness and issued substantial
amounts of mandatorily redeemable preferred stock, primarily to finance
acquisitions and expansion of its operations, to refinance outstanding
indebtedness and, to a lesser extent, for investments in and advances to
affiliates. Cablevision's consolidated debt plus Cablevision's 11 3/4% Series H
Redeemable Exchangeable Preferred Stock (the "Cablevision Series H Preferred
Stock") and 11 1/8% Series M Redeemable Exchangeable Preferred Stock (the
"Cablevision Series M Preferred Stock") aggregated approximately $6.2 billion at
September 30, 1997. As a result of Cablevision's high level of indebtedness and
the significant amount of redeemable preferred stock, Cablevision has
significant cash requirements to service indebtedness and to pay dividends and
redemption amounts on redeemable preferred stock, increasing Cablevision's
vulnerability to adverse developments in its business and adverse economic and
industry conditions. Based on currently outstanding obligations, Cablevision's
quarterly cash obligations for the first, second, third and fourth quarters of
1998 are currently expected to be (i) for debt service, approximately $64.9
million, $107 million, $68 million and $116.1 million, respectively, and (ii)
for dividends on the Cablevision Series I Preferred Stock, approximately $7.3
million per quarter. Cablevision also has outstanding cash redemption
obligations for 1998 (i) if Cablevision elects to pay in cash, of approximately
$151 million in respect of the repayment of the Senior Subordinated Notes due
1998/2003 of Cablevision MFR, Inc. when due in the third quarter of 1998 and
(ii) if the Transactions are consummated, of approximately $190 million in
respect of the Dolan Partnership Transaction.

NET LOSSES AND STOCKHOLDERS' DEFICIENCY

Cablevision reported net losses applicable to common stockholders for the
nine months ended September 30, 1997 and 1996 of $194.2 million and $325.6
million, respectively, and for the years ended December 31, 1996, 1995 and 1994
of $459.9 million, $337.7 million and $321.5 million, respectively. At September
30, 1997, Cablevision had a stockholders' deficiency of $2.6 billion. The net
losses primarily reflect high levels of interest expense and depreciation and
amortization charges relating to the depreciation of assets obtained through,
and debt incurred to finance, acquisitions. Interest expense and depreciation
and amortization charges remained at a high level throughout 1994, 1995 and 1996
and will continue at high levels throughout 1997 and future years as a result of
previously completed, pending and future acquisitions, expected capital
expenditures and additional investments in Cablevision's programming operations.
Cablevision expects to continue incurring substantial losses for at least the
next several years.

POSSIBLE NONCOMPLETION OF CERTAIN TRANSACTIONS

There can be no assurances that Cablevision's pending transactions referred
to in "The Companies-- Cablevision--Recent Developments" will be consummated in
a timely manner or at all. See "The Companies--Cablevision--Recent
Developments." Cablevision does not believe that the failure to consummate such
pending transactions would be reasonably likely to have a material adverse
effect on Cablevision as a whole. Furthermore, there can be no assurances that
the refinancing of the Assumed Debt in the Refinancing, the Restructuring, the
Dolan Partnership Transaction or the Partnership Contribution will be
consummated in a timely manner or at all or on what terms such transactions may
be consummated.

18
<PAGE>
Cablevision does not believe that the failure to consummate the Restructuring,
the Dolan Partnership Transaction or the Partnership Contribution would be
reasonably likely to have a material adverse effect on Cablevision as a whole.
With respect to the refinancing of the Assumed Debt in the Refinancing, the
aggregate amount of Assumed Debt that will be assumed by Parent in the
Contribution is expected to be approximately $669 million. All of the Assumed
Debt will, in accordance with the Contribution and Merger Agreement, be payable
upon consummation of the Transactions. The refinancing of the Assumed Debt is
included as part of the Refinancing. Cablevision is in discussions with
commercial lenders with respect to a separate credit facility (the "New Credit
Facility") in the aggregate amount of $800 million to provide funds for the
refinancing of the Assumed Debt in the Refinancing, for additional working
capital needs for the Contributed Businesses and for other corporate purposes.
Cablevision currently expects that the New Credit Facility will be in place at
or prior to the consummation of the Transactions. However, there can be no
assurances that the New Credit Facility will be obtained or upon what terms the
New Credit Facility will be obtained. If the New Credit Facility is not
obtained, Cablevision would need additional capital in order to refinance the
$669 million in Assumed Debt upon consummation of the Transactions and for any
additional working capital needs for the Contributed Businesses. That additional
funding could be obtained by amending Cablevision's existing facility to
increase borrowings available to refinance the Assumed Debt and by issuing debt
in the public markets (including issuing up to $500 million currently available
under Cablevision's existing shelf registration facility). However, there can be
no assurances that any such amendments would be obtained or any such issuance
could be effected or upon what terms such amendment could be obtained or such
issuance could be effected. If the New Credit Facility is not obtained and
additional capital was not available for Cablevision to assume and pay the
Assumed Debt, Cablevision would not be able to comply with the terms of the
Contribution and Merger Agreement and could be held to be in breach thereof. If
such breach were to give rise to a judgment that Cablevision was unable to
satisfy, then such breach could cause a material adverse effect on Cablevision
and a default under the Cablevision Debt and in such circumstances could cause
defaults under other outstanding obligations of Cablevision. See "The
Transactions--Description of the Transactions--The Contribution and Issuance"
and "Potential Related Transactions."

NEED FOR ADDITIONAL FINANCING

Cablevision's businesses require substantial investment on a continuing
basis to finance capital expenditures and related expenses for, among other
things, upgrade of cable plant, offering of new services and the further
participation in existing services, the funding of costs of cable programming
services prior to their becoming cash-flow positive, and the servicing,
repayment or refinancing of its indebtedness and mandatorily redeemable
preferred stock. Cablevision will require significant additional financing,
through debt and/or equity issuances, to meet its capital expenditure plans and
to pay the principal of and interest on its debt and to pay dividends and make
redemption payments on its preferred stock. Cablevision also intends to incur
additional costs to facilitate the startup of such adjunct businesses as high
speed data service, digital video service and residential telephony. Depending
upon the timing and scope of the rollout of these businesses, as to which
Cablevision has not made any definitive decision, Cablevision may require
significant additional capital. Depending on the scope of Cablevision's
participation in personal communications services and direct broadcast satellite
("DBS") ventures, as to which Cablevision has not made any definitive decision,
significant additional capital may also be required for these businesses.
Cablevision is not currently able to estimate the amounts of such capital
expenditures, which would depend highly upon, among other factors, the timing
and scope thereof. In addition, Cablevision may require additional capital (i)
if it elects to pay cash to acquire ITT Corporation's remaining interest in MSG
following an exercise by ITT Corporation of its put rights at approximately $188
million in cash or by Cablevision of its call rights with respect to such
interests, (ii) in order to make the payment of approximately $190 million in
cash to Dolan due pursuant to the Dolan Partnership Transaction, (iii) if it
elects to pay cash of up to $151 million in order to repay the Senior
Subordinated Notes due 1998/2003 of Cablevision MFR, Inc. when due in August
1998 or (iv) if the New Credit Facility is not obtained in order to pay the
approximately $669

19
<PAGE>
million in Assumed Debt that will be payable upon consummation of the
Transactions. There can be no assurance that Cablevision will be able to raise
additional capital on satisfactory terms, or at all, to meet its future
financing needs.

FUTURE CAPITAL EXPENDITURES AND COMMITMENTS

Cablevision intends to make substantial capital expenditures, including
major system upgrades, with respect to its cable television systems over the
next several years. In addition, Cablevision, through Rainbow Media Holdings,
Inc. and its subsidiaries ("Rainbow Media"), has entered into numerous contracts
relating to cable television programming, including rights agreements with
professional and other sports teams. These contracts typically require
substantial payments over extended periods of time. For further commitments, see
"--Need for Additional Financing."

INTANGIBLE ASSETS

Cablevision had total assets at September 30, 1997 of $4.9 billion, of which
$2.3 billion were intangible assets, consisting of franchises, affiliation
agreements, excess cost over fair value of net assets acquired and deferred
financing, acquisition and other costs. It is possible that no cash would be
recoverable from the voluntary or involuntary sale of these intangible assets.

VOTING CONTROL BY MAJORITY STOCKHOLDERS; DISPARATE VOTING RIGHTS

As of September 30, 1997, Dolan beneficially owned and possessed sole voting
power with respect to 7,805 shares or approximately 0.1% of the Cablevision
Class A Common Stock and 4,859,281 shares or 43.7% of the Cablevision Class B
Common Stock. In addition, as of September 30, 1997, an aggregate of 1,240,000
shares or 11.2% of the outstanding Cablevision Class B Common Stock were held by
a Grantor Retained Annuity Trust (the "GRA Trust") established by Dolan for
estate planning purposes. Dolan may be deemed to have beneficial ownership of
the shares of Cablevision Class B Common Stock held by the GRA Trust due to his
right to reacquire the Cablevision Class B Common Stock held by the GRA Trust by
substituting other property of equivalent value, but, until such event, the GRA
Trust, through its co-trustees (who are Dolan and his spouse) has the power to
vote and dispose of the shares of Cablevision Class B Common Stock held by it.
As a result of his beneficial ownership of the shares held by the GRA Trust, as
of September 30, 1997, Dolan beneficially owned 7,805 shares or approximately
0.1% of the outstanding Cablevision Class A Common Stock and 6,099,281 shares or
54.9% of the outstanding Cablevision Class B Common Stock. On a combined basis,
these shares represented 24.5% of the total number of shares of both classes of
Cablevision Common Stock and 48.8% of the total voting power of the Cablevision
Common Stock. Other trusts established by Dolan for the benefit of certain Dolan
family members, and as to which Dolan disclaims beneficial ownership, owned, as
of September 30, 1997, an additional 39,000 shares of Cablevision Class A Common
Stock or 0.3% of the Cablevision Class A Common Stock and 5,006,928 shares of
the Cablevision Class B Common Stock or 45.1% of the Cablevision Class B Common
Stock and 40.1% of the total voting power of all classes of the Cablevision
Common Stock. As a result of this stock ownership, Dolan family members have the
power to elect all the directors subject to election by holders of the
Cablevision Class B Common Stock (the "Class B Directors"), which directors
constitute 75% of the entire Cablevision Board of Directors. Moreover, because
holders of Cablevision Class B Common Stock are entitled to ten votes per share
while holders of Cablevision Class A Common Stock are entitled to one vote per
share, Dolan family members may control stockholder decisions on matters in
which holders of Cablevision Class A and Cablevision Class B Common Stock vote
together as a class. These matters include the amendment of certain provisions
of the Cablevision Certificate and the approval of fundamental corporate
transactions, including mergers. In addition, because the affirmative vote or
consent of the holders of at least 66 2/3% of the outstanding shares of the
Cablevision Class B Common Stock, voting separately as a class, is required to
approve (i) the authorization or issuance of any additional shares of
Cablevision Class B Common Stock and (ii) any

20
<PAGE>
amendment, alteration or repeal of any of the provisions of the Cablevision
Certificate which adversely affects the powers, preferences or rights of the
Cablevision Class B Common Stock, Dolan family members also have the power to
prevent such issuance or amendment. If the Transactions are consummated, the
Cablevision Common Stock of the Dolan family members will be converted into the
same number of shares of a like class of Parent Common Stock and the Dolan
family members will continue to maintain the voting rights set forth above
(including the voting rights resulting from the ownership of a majority of the
total voting power of the outstanding Parent Common Stock), subject to reduction
for the 12,235,543 shares of Parent Class A Common Stock to be issued by Parent
to TCI in the Issuance and to TCI's right to designate two of the Class B
Directors under the Stockholders Agreement. Subsequent to the Issuance, the
Class B Stockholders, which include the Dolan family members, will be party to
the Stockholders Agreement with Tele-Communications, which agreement provides
for certain rights of and limitations on the Class B Stockholders,
Tele-Communications and Parent with the respect to the Parent Common Stock and
Parent. See "Certain Related Agreements--The Stockholders Agreement."

RESTRICTIVE COVENANTS

Cablevision's principal bank credit facility (the "Credit Agreement") and
certain of the indentures governing the Public Debt (as hereinafter defined)
contain various financial and operating covenants which, among other things,
require the maintenance of certain financial ratios and restrict Cablevision's
ability to borrow funds from other sources and to utilize funds for various
purposes, including investments in certain subsidiaries. Cablevision currently
expects that the New Credit Facility, if obtained, would have covenants of the
same type contained in the Credit Agreement. If the New Credit Facility is not
obtained, Cablevision may be required to agree to additional and/or more
restrictive covenants under the Credit Agreement if Cablevision were to seek an
amendment of the Credit Agreement in order to obtain additional funds to
refinance the Assumed Debt upon consummation of the Transactions. Violation of
the covenants in the Credit Agreement or in the indentures governing the Public
Debt could result in a default under the Credit Agreement which would permit the
bank lenders thereunder (i) to restrict Cablevision's ability to borrow undrawn
funds under the Credit Agreement and (ii) to accelerate the maturity of
borrowings thereunder. Consummation of the Transactions would not result in a
violation of any provisions of the Public Debt or the Credit Agreement.

RISKS RELATED TO REGULATION

Cablevision's cable television operations may be adversely affected by
government regulation, the impact of competitive forces and technological
changes. In 1992, Congress enacted the 1992 Cable Act, which represented a
significant change in the regulatory framework under which cable television
systems operate. In 1993 and 1994, the Federal Communications Commission ("FCC")
ordered reductions in cable television rates. In 1995, a Federal appeals court
upheld the material aspects of the FCC's rate regulation scheme. Congress
subsequently enacted legislation (the "Telecommunications Act of 1996") that
relaxes the regulation of cable television rates; however, the most significant
rate regulation relaxation affecting Cablevision will not occur until after
March 31, 1999.

RISK OF COMPETITION

Cable operators compete with a variety of distribution systems, including
broadcast television stations, DBS, multichannel multipoint distribution
services ("MMDS"), satellite master antenna systems ("SMATV") and private home
dish earth stations. For example, four DBS systems are now operational in the
United States, some with investment by companies with substantial resources such
as Hughes Electronics Corp., AT&T Corp. and News Corporation. The 1992 Cable Act
prohibits a cable programmer that is owned by or affiliated with a cable
operator (such as Rainbow Media) from unreasonably discriminating among or
between cable operators and other multichannel video distribution systems with
respect to the price, terms and conditions of sale or distribution of the
programmer's service and from

21
<PAGE>
unreasonably refusing to sell service to any multichannel video programming
distributor. Cable systems also compete with the entities that make videotaped
movies and programs available for home rental. The 1992 Cable Act regulates the
ownership by cable operators of MMDS and SMATV. Under the Telecommunications Act
of 1996, the cross-ownership provisions do not apply to any cable operator in a
franchise area in which a cable operator faces competition from video
programming distributors meeting certain statutory requirements. The
Telecommunications Act of 1996 gives telephone companies and other video
providers the option of providing video programming to subscribers through "open
video systems" ("OVS"), a wired video delivery system similar to a cable
television system that would not require a local cable franchise. Several OVS
operators have sought to enter New York City, Boston and Westchester County, New
York. Additional video competition to cable systems is possible from new
wireless local multipoint distribution services ("LMDS") authorized by the FCC,
for which spectrum will be auctioned by the FCC in late 1997.

COMPETITION FROM TELEPHONE COMPANIES

The 1984 Cable Act barred co-ownership of telephone companies and cable
television systems operating in the same service areas. The Telecommunications
Act of 1996 repeals this restriction and permits a telephone company to provide
video programming directly to subscribers in its telephone service territory,
subject to certain regulatory requirements, but generally prohibits a telephone
company from acquiring an in-region cable operator, except in certain small
markets under certain circumstances. Telephone companies (Ameritech Corp. in
Ohio and Southern New England Telephone Co. in Connecticut) have obtained or
applied for local franchises to construct and operate cable television systems
in several communities in which Cablevision currently holds cable franchises,
and in certain locations have commenced offering service. Neither the 1984 Cable
Act nor the 1992 Cable Act bars a telephone company from acquiring cable systems
outside its telephone service area. Several Regional Bell operating companies
have purchased or made investments in such cable systems.

RISK OF NON-EXCLUSIVE FRANCHISES AND FRANCHISE RENEWALS

Cablevision's cable television systems are operated primarily under
non-exclusive franchise agreements with local government franchising
authorities, in some cases with the approval of state cable authorities.
Cablevision's business is dependent on its ability to obtain and renew its
franchises. Although Cablevision has never lost a franchise as a result of a
failure to obtain a renewal, its franchises are subject to non-renewal or
termination under certain circumstance. In certain cases, franchises have not
been renewed at expiration and Cablevision operates under either temporary
operating agreements or without a license while negotiating renewal terms with
the franchising authorities.

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THE SPECIAL MEETING

GENERAL

This Proxy Statement/Prospectus is being furnished to the holders of
Cablevision Common Stock in connection with the solicitation of proxies by the
Cablevision Board of Directors for use at the Special Meeting, and at any
adjournments or postponements thereof, to consider and vote upon the Proposals.
Each copy of this Proxy Statement/Prospectus mailed to holders of Cablevision
Common Stock is accompanied by a proxy card for use at the Special Meeting.

TIME, DATE AND PLACE OF THE SPECIAL MEETING

The Special Meeting will be held on February 18, 1998, at the principal
executive offices of Cablevision Systems Corporation, One Media Crossways,
Woodbury, New York, 11797, commencing at 10 a.m., local time.

MATTERS TO BE CONSIDERED AT THE SPECIAL MEETING

At the Special Meeting, holders of Cablevision Common Stock will consider
and vote upon the following proposals (the "Proposals"): (i) the approval and
adoption of the Contribution and Merger Agreement and the approval of the Merger
(the "Merger Proposal"); (ii) the approval of the Issuance (the "Issuance
Proposal" and, together with the Merger Proposal, the "Transaction Proposals");
(iii) the approval and adoption of the Parent Employee Stock Plan and the Parent
Long-Term Incentive Plan (the "Plan Proposals"); and (iv) such other matters as
may properly be brought before the Special Meeting and any adjournments or
postponements thereof.

Approval of the Merger Proposal will be deemed to constitute approval of the
Issuance Proposal and approval of the stock options, conjunctive rights, bonus
award shares and incentive awards to be issued by Parent in replacement of
outstanding Cablevision stock options, conjunctive rights, bonus award shares
and incentive awards pursuant to the Contribution and Merger Agreement. The
Issuance Proposal and the Plan Proposals are conditioned on the approval of the
Merger Proposal, but the Merger Proposal is not conditioned on the approval of
the Plan Proposals.

RECORD DATE; SHARES ENTITLED TO VOTE

Cablevision has established January 6, 1998 as the Record Date for the
determination of stockholders entitled to notice of and to vote at the Special
Meeting. Only holders of record of Cablevision Common Stock at the close of
business on the record date are entitled to vote at the Special Meeting.

VOTES REQUIRED

On the Record Date, Cablevision had outstanding and entitled to vote
13,983,496 shares of Cablevision Class A Common Stock, each of which is entitled
to one vote per share, and 11,096,709 shares of Cablevision Class B Common
Stock, each of which is entitled to ten votes per share on matters properly
submitted at the Special Meeting. On such date, there were approximately 735
holders of record of Cablevision Common Stock.

As of September 30, 1997, the executive officers and directors of
Cablevision as a group beneficially owned approximately 8,804,725 shares of
Cablevision Common Stock (representing approximately 35.3% of the outstanding
Cablevision Common Stock and 67% of the total voting power of the outstanding
Cablevision Common Stock).

The presence in person or by proxy of the outstanding shares of Cablevision
Common Stock representing a majority of the vote which could be cast by the
holders of all Cablevision Common Stock, voting together as a single class, is
necessary to constitute a quorum for the transaction of business. For the
purposes of the Merger Proposal, abstentions and broker non-votes will be
counted as present for the purposes of determining whether a quorum is present
but will be counted as a vote against the Merger Proposal and, therefore, the
Issuance Proposal and the Plan Proposals. For the purposes of the Issuance
Proposal and the Plan Proposals, abstentions and broker non-votes will be
counted as present for the

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purposes of determining whether a quorum is present. HOLDERS OF SHARES OF
CABLEVISION STOCK ARE REQUESTED TO COMPLETE, SIGN, DATE AND RETURN PROMPTLY THE
ENCLOSED PROXY CARD IN THE POSTAGE PAID ENVELOPE PROVIDED FOR THIS PURPOSE IN
ORDER TO ENSURE THAT THEIR SHARES ARE VOTED.

Approval and adoption of the Contribution and Merger Agreement and approval
of the Merger to be voted on at the Special Meeting, which will be deemed to
constitute approval of the Issuance and approval of the stock options and
conjunctive rights to be issued by Parent under the Parent Stock Plans in
replacement of outstanding Cablevision stock options and conjunctive rights
pursuant to the Contribution and Merger Agreement, requires the affirmative vote
of the holders of a majority of the total voting power represented by the
outstanding shares of Cablevision Class A Common Stock and Cablevision Class B
Common Stock, voting together as a single class. Approval and adoption of the
Parent Employee Stock Plan and the Parent Long-Term Incentive Plan requires the
affirmative vote of a majority of the total voting power of the shares of
Cablevision Class A Common Stock and Cablevision Class B Common Stock present at
the Special Meeting in person or by proxy and entitled to vote, voting together
as a single class. CABLEVISION STOCKHOLDERS HAVING A MAJORITY OF CABLEVISION'S
VOTING POWER HAVE AGREED THAT THEY WILL VOTE FOR ADOPTION AND APPROVAL OF THE
CONTRIBUTION AND MERGER AGREEMENT AND APPROVAL OF THE MERGER AND THE ISSUANCE.
ACCORDINGLY, APPROVAL OF THOSE MATTERS IS ASSURED.

BOARDS OF DIRECTORS' RECOMMENDATIONS. EACH OF THE CABLEVISION BOARD OF
DIRECTORS AND THE PARENT BOARD OF DIRECTORS HAS UNANIMOUSLY APPROVED EACH OF THE
PROPOSALS. THE CABLEVISION BOARD RECOMMENDS THAT CABLEVISION'S STOCKHOLDERS VOTE
FOR THE APPROVAL AND ADOPTION OF EACH OF THE PROPOSALS.

VOTING AND REVOCATION OF PROXIES

A proxy card for the Special Meeting accompanies this Proxy
Statement/Prospectus. A stockholder may use the proxy card if he or she is
unable to attend the Special Meeting or wishes to have his or her shares voted
by proxy even if he or she does attend the Special Meeting. A proxy may be
revoked by the person giving it at any time before it is exercised by providing
written notice of such revocation to the Secretary of Cablevision, by submitting
a proxy having a later date or by appearing at the Special Meeting and electing
to vote in person. Presence at the Special Meeting of a stockholder who signed a
proxy does not in itself revoke the proxy. Any proxy validly submitted and not
revoked will be voted in the manner specified therein by the stockholder. IF NO
SPECIFICATION IS MADE, SHARES OF CABLEVISION COMMON STOCK REPRESENTED BY PROXIES
RECEIVED BY CABLEVISION PRIOR TO OR AT THE SPECIAL MEETING WILL BE VOTED FOR THE
APPROVAL OF EACH OF THE PROPOSALS.

The Cablevision Board is not aware of any matters to be presented at the
Special Meeting other than those described in this Proxy Statement/Prospectus.
If other matters are properly brought before the Special Meeting, it is the
intention of the persons named in the proxies, or their substitutes, to vote the
shares to which such proxies relate in accordance with their judgment.

Stockholders of Cablevision will not be entitled to present any matter for
consideration at the Special Meeting.

SOLICITATION OF PROXIES

Cablevision will bear the cost of soliciting proxies from its stockholders.
In addition to solicitation by mail, the directors, officers and regular
employees of Cablevision and its subsidiaries, who will receive no compensation
in excess of their regular salaries for their services but may be reimbursed for
their out-of-pocket expenses in connection with the solicitation, may solicit
proxies by telephone, telegram, in person or otherwise. Cablevision will also
reimburse brokers and other custodians, nominees and fiduciaries for their
reasonable expenses in communicating with the persons for whom they hold
Cablevision Common Stock.

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THE COMPANIES

PARENT

Parent was incorporated in the state of Delaware on November 21, 1997.
Parent has not conducted any business activities to date, other than those
incident to its formation, its execution of the Contribution and Merger
Agreement and related agreements and its participation in the preparation of
this Proxy Statement/Prospectus. Immediately following the consummation of the
Merger and the Contribution, Parent will become a holding company for
Cablevision and its subsidiaries and for the Contributed Businesses.
Accordingly, after the Transactions, the business of Parent through its
subsidiaries will be the same as the business currently conducted by Cablevision
and its subsidiaries and by the Contributed Businesses.

Parent is authorized to issue 200,000,000 shares of Parent Class A Common
Stock, 80,000,000 shares of Parent Class B Common Stock and 10,000,000 shares of
Preferred Stock, par value $0.01 per share ("Parent Preferred Stock").

There is currently outstanding one share of Parent Class A Common Stock,
which is owned by Cablevision. No other shares of Parent Common Stock or Parent
Preferred Stock are issued or outstanding. Upon consummation of the Merger, all
the Parent Class A Common Stock currently owned by Cablevision will be canceled
and will no longer be outstanding.

The directors and executive officers of Parent will be substantially the
same as the directors and executive officers of Cablevision with certain changes
in the Class B Directors to reflect the Contribution and Issuance pursuant to
the Contribution and Merger Agreement and the Stockholders Agreement. See
"Management" and "Certain Related Agreements--The Stockholders Agreement." The
directors and executive officers of Parent after the Effective Time as a group,
based on ownership as of September 30, 1997, are expected to beneficially own
approximately 34.1% of the outstanding shares of Parent Common Stock and 66.8%
of the total voting power of outstanding Parent Common Stock after the Merger
and, excluding the effects of any deemed beneficial ownership together with
Tele-Communications by virtue of being a party to (or affiliated with a person
who is a party to) the Stockholders Agreement, approximately 23.9% of the
outstanding shares of Parent Common Stock and 61.1% of the total voting power of
outstanding Parent Common Stock after the Transactions. Tele-Communications will
beneficially own, excluding the effects of any deemed beneficial ownership by
virtue of being a party to the Stockholders Agreement, approximately 46.7% of
the outstanding shares of Parent Class A Common Stock, 32.8% of the outstanding
shares of Parent Common Stock and 8.9% of the total voting power of outstanding
Parent Common Stock after the Issuance. See "Ownership of Cablevision and
Parent" for the number of shares of Cablevision Common Stock beneficially owned
by each director and the executive officers of Cablevision.

The principal executive offices of Parent are located at One Media
Crossways, Woodbury, New York 11797. Parent's telephone number is (516)
364-8450.

CABLEVISION

For a description of Cablevision's businesses and recent developments
concerning Cablevision and its businesses, see the Form 10-K, the Forms 10-Q and
the Forms 8-K, each of which is incorporated by reference herein. The following
description is qualified in its entirety by reference to such incorporated
documents. See "Incorporation of Certain Information by Reference."

DESCRIPTION OF CABLEVISION; CABLE OPERATIONS. Cablevision is one of the
largest operators of cable television systems in the United States, with
approximately 2,899,000 subscribers in 19 states as of September 30, 1997, based
on the number of basic subscribers in systems that are currently majority owned
and managed by Cablevision (after giving effect to the closing of certain
pending transactions as described under "--Recent Developments"). Cablevision
also has ownership interests in companies that produce and distribute national
and regional programming services and provide advertising sales services for the
cable television industry and in MSG, a sports entertainment company.

Cablevision's strategy has been to concentrate its cable television systems
in and around three major metropolitan areas: New York City, Boston and
Cleveland, with a view to being a significant cable provider

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in each of these markets; to maximize its revenue per subscriber by marketing
premium services; to develop and promote niche programming and entertainment
services; and to remain an industry leader in upgrading the technological
capabilities of its systems.

Cablevision believes that its cable television systems on Long Island, New
York comprise the largest contiguous group of cable television systems under
common ownership in the United States (measured by number of subscribers). By
developing systems in and around major metropolitan areas, including expansion
through acquisitions in areas in which Cablevision has existing systems,
Cablevision has been able to realize economies of scale in the operation and
management of its systems and to capitalize on opportunities to create and
market programming of regional interest.

Through the current and planned upgrade of its cable plant, including the
utilization of fiber optic cable and associated electronics, Cablevision is
seeking to increase significantly its channel capacity so to accommodate more
analog and add new digital channel capacity, which will facilitate the startup
of such adjunct businesses as information services, interactive services
(including Internet access), near video on demand, video on demand, residential
telephony and commercial telephony. To successfully roll out these adjunct new
businesses significantly beyond the initial development phases, Cablevision will
require additional capital. See "Risk Factors--Need for Additional Financing."

PROGRAMMING AND ENTERTAINMENT. Cablevision conducts its programming and
entertainment activities through Rainbow Media, its 75% owned subsidiary, and
through subsidiaries of Rainbow Media in partnership with certain unaffiliated
entities, including Liberty Media Corporation. The remaining 25% interest in
Rainbow Media is owned by a subsidiary of National Broadcasting Company, Inc.
Rainbow Media's businesses include MSG, seven regional SportsChannel networks,
five national entertainment networks (American Movie Classics Company ("AMC"),
Bravo Company ("Bravo"), MuchMusic, Romance Classics and the Independent Film
Channel ("IFC"), Rainbow News 12 (regional news networks serving suburban areas
surrounding New York City)) and the sports network of Prime Sports-Channel
Network. MSG is a sports entertainment company that owns and operates the
Madison Square Garden arena and the adjoining Theater at MSG, the New York
Knickerbockers professional basketball team, the New York Rangers professional
hockey team, the Madison Square Garden Network and SportsChannel Associates. MSG
and Rainbow Media's SportsChannel networks provide regional sports programming
to the New York, New England, Chicago, Cincinnati, Cleveland, San Francisco and
Florida areas. AMC is a national entertainment network featuring classic,
unedited and non-colorized films from the 1930s through the 1970's. Bravo is a
national entertainment network offering international films and performing arts
programs, including jazz, dance, classical music, opera and theatrical programs.
Romance Classics is a national entertainment network featuring classic, unedited
and non-colorized films with romantic themes from the 1930s through the 1970's.
MuchMusic is a music network featuring a diverse mix of new and established
musical artists. IFC is a national entertainment network that airs independent
films made outside the traditional Hollywood system.

ADVERTISING SERVICES. Rainbow Advertising Sales Corporation ("Rainbow
Advertising") sells advertising time to national, regional and local advertisers
on behalf of Cablevision's cable television systems and the SportsChannel and
Rainbow News 12 programming networks, as well as on behalf of unaffiliated cable
television systems. Under the agreement with Fox Sports Net, LLC ("Fox Sports")
described under "-- Recent Developments," Rainbow Media would contribute the
national advertising assets of Rainbow Advertising relating to its SportsChannel
programming networks to National Advertising Partners.

RECENT DEVELOPMENTS. On February 19, 1997, Cablevision announced that it
was pursuing a plan to dispose of certain nonstrategic cable television systems
representing an aggregate of up to 478,000 basic subscribers. As described
below, Cablevision has completed the sale of cable television systems in Maine
and in Allen and Gibsonberg Township, Ohio and has entered into definitive
agreements covering the sale of regional cable television systems in Alabama,
Florida, Kentucky, Missouri, North Carolina and neighboring states, as well as
individual cable television systems in Windsor, New York; New Milford,
Pennsylvania; and Rockford, Illinois. Cablevision is actively pursuing the sale
of other nonstrategic systems. There can be no assurance that Cablevision will
enter into agreements covering other asset sales or that any asset sale
transactions will be consummated.

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On October 31, 1997, A-R Cable Services-ME, Inc., an indirect Cablevision
subsidiary, completed the sale of cable television systems in Maine (which
served approximately 53,000 subscribers as of September 30, 1997) to
Frontiervision Operating Partners, L.P. for approximately $78 million in cash.

In November 1997, A-R Cable entered into an agreement with Adams CATV, Inc.
("Adams") to sell to Adams the cable television systems in Windsor, New York and
New Milford, Pennsylvania owned by
A-R Cable (which served approximately 4,100 subscribers as of September 30,
1997) for approximately $4.8 million in cash. The transaction is subject to the
receipt of regulatory and other customary approvals. The transaction is
currently expected to be consummated in the first quarter of 1998. There can be
no assurance that the transaction will be consummated in a timely fashion, or at
all.

On August 13, 1997, A-R Cable, entered into an agreement with Insight
Communications Company, L.P. ("Insight") to sell to Insight the cable television
systems in Rockford, Illinois owned by A-R Cable (which served approximately
66,000 subscribers as of September 30, 1997) for approximately $97 million in
cash. The transaction is subject to the receipt of regulatory and other
customary approvals. The transaction is currently expected to be consummated by
January 31, 1998. There can be no assurance that the transaction will be
consummated in a timely fashion, or at all.

On December 23, 1997, Cablevision of the Midwest, Inc. ("Cablevision of the
Midwest"), which is a Cablevision subsidiary, completed the sale to TWFanch-one
Co. ("'TWFanch") of the cable television system in Allen and Gibsonberg
Township, Ohio owned by Cablevision of the Midwest (which served approximately
6,900 subscribers as of September 30, 1997) for approximately $10.7 million in
cash.

On August 29, 1997, Cablevision and its wholly owned subsidiaries U.S. Cable
Television Group, L.P. ("U.S. Cable"), ECC Holdings Corporation ("ECC Holdings")
and Missouri Cable Partners, L.P. ("Missouri Cable") entered into an agreement
with Mediacom LLC ("Mediacom") to sell to Mediacom a number of cable television
systems owned by U.S. Cable, ECC Holdings and Missouri Cable (which served
256,000 subscribers as of September 30, 1997) for approximately $315 million in
cash. The transaction is subject to the receipt of regulatory and other
customary approvals. The transaction is currently expected to be consummated in
the first quarter of 1998. There can be no assurance that the transactions will
be consummated in a timely fashion, or at all.

On May 10, 1996, Cablevision entered into an agreement with Warburg Pincus
Investors, L.P. ("Warburg") to acquire from Warburg the interests that
Cablevision did not already own in A-R Cable, A-R Cable Partners, Cablevision of
Newark and Cablevision of Framingham Holdings, Inc. ("CFHI"). See the Form 10-K
for a description of these affiliates. On June 11, 1997, Cablevision acquired
from Warburg the equity interests that Warburg owned in A-R Cable Partners and
CFHI for $41 million in cash and on July 2, 1997, the Company acquired from
Warburg the equity interests the Warburg owned in A-R Cable for $112 million in
cash (collectively, the "1997 Warburg Transactions"). A-R Cable, A-R Cable
Partners and CFHI collectively served approximately 387,000 subscribers as of
September 30, 1997.

In August, 1996, Cablevision acquired the remaining approximate 80%
partnership interest in U.S. Cable that it did not already own for approximately
$4 million and repaid the debt owed by U.S. Cable to General Electric Capital
Corporation of approximately $154 million with proceeds from a new $175 million
credit facility. On September 27, 1996, Cablevision acquired from Warburg the
equity interests that Warburg owned in Cablevision of Newark (which served
approximately 48,000 subscribers as of September 30, 1997) for $37 million in
cash.

On June 17, 1997, Cablevision and ITT Corporation ("ITT") and certain of
their affiliates completed the redemption by MSG of a portion of ITT's 50%
interest in MSG (the "MSG Redemption"). As a result of the MSG Redemption and
the contemporaneous contribution by Rainbow Media of SportsChannel New York to
MSG (described below), Rainbow Media's interest in MSG increased from 50% to
89.8%. ITT received $500 million from MSG and maintains a 10.2% equity interest
in MSG. MSG financed the redemption with borrowings under an $850 million senior
secured credit facility. ITT has the right to require Cablevision to repurchase
one-half of its remaining equity interest in MSG on June 17, 1998 for $75
million (or $94 million if ITT contributes to MSG ownership of an aircraft used
to transport professional sports teams) and its remaining equity interest in MSG
on June 17, 1999 for $75 million (or

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$94 million if the aircraft is contributed to MSG) and its remaining equity
interest in MSG on June 17, 1999 for $75 million (or $94 million if the aircraft
is contributed). If ITT does not exercise its put right, the purchase price for
its entire remaining equity interest in MSG on June 17, 1999 will be $150
million (or $188 million if the aircraft is contributed). Cablevision has the
right to satisfy any or all of its put obligations by having MSG redeem the
equity interests being put by ITT in cash. Cablevision also can satisfy its put
obligation in cash or, subject to certain conditions, shares of the Cablevision
Class A Common Stock.

On April 1, 1997, Rainbow Media consummated a transaction (the "NBC
Transaction") in which Rainbow Programming Holdings, Inc. merged with and into
Rainbow Media, a newly formed subsidiary of Cablevision. In addition, NBC Cable,
Inc. (a subsidiary of National Broadcasting Company, Inc. ("NBC")) received a
25% equity interest (which interest may be increased up to 27% under certain
circumstances) in non-voting Class C common stock of Rainbow Media in exchange
for NBC's contribution of its partnership interests in certain of Rainbow
Media's programming networks. Cablevision owns the remaining 75% equity interest
in Rainbow Media.

On June 22, 1997, Rainbow Media Sports Holdings, Inc. ("Rainbow Sports"), a
wholly owned subsidiary of Rainbow Media, entered into an agreement (the
"Formation Agreement") with Fox Sports, a subsidiary of Fox/Liberty Networks,
LLC, to organize three partnerships: Regional Programming Partners (a
partnership that will own the interest in regional sports programming businesses
currently owned by Rainbow Media), National Sports Partners (a partnership that
will own and operate a national sports programming network) and National
Advertising Partners (a partnership that will manage and sell national
advertising for certain of the regional sports networks to be owned by Regional
Programming Partners and certain regional sports networks owned by Fox/Liberty
Sports). In connection with the formation of Regional Programming Partners, upon
the closing of the transactions contemplated thereby, Rainbow Media will
contribute or cause to be contributed to Regional Programming Partners in
consideration for the issuance of a 60% general partnership interest in Regional
Programming Partners certain equity interests in Cablevision's sports
programming properties (including MSG). A subsidiary of Rainbow Media will be
the managing general partner of Regional Programming Partners. In consideration
of an issuance of a 40% general partnership interest in Regional Programming
Partners, at the closing, Fox Sports will contribute $850 million in cash to
Regional Programming Partners. Regional Programming Partners intends to use the
majority of such proceeds to repay a portion of the MSG bank credit facility.
The remaining portion of the Fox Sports' contribution may possibly be loaned by
Regional Programming Partners to Rainbow Media and used by Rainbow Media to
repay an equal amount of borrowings under Rainbow Media's revolving credit
facility. There can be no assurances that Regional Programming Partners will use
the $850 million cash contribution to repay a portion of the MSG credit facility
or to make the loan to Rainbow Media described above. In connection with the
formation of National Sports Partners, (i) Rainbow Media will contribute or
cause to be contributed in consideration for the issuance of a 50% general
partnership interest in National Sports Partners certain equity interests in
certain of Cablevision's sports channels and (ii) Fox Sports will contribute or
cause to be contributed in consideration for the issuance of a 50% general
partnership interest in National Sports Partners certain assets pertaining to or
used in the business of Fox Sports and a 50% general partnership interest in
Prime SportsChannel Networks Associates. A subsidiary of Fox Sports will be the
managing general partner of National Sports Partners. In connection with the
formation of National Advertising Partners, (i) Rainbow Media will contribute or
cause to be contributed in consideration for the issuance of a 50% general
partnership interest in National Advertising Partners certain assets relating to
the national advertising of the regional sports programming services in which
Rainbow Media has an interest and (ii) Fox Sports will contribute or cause to be
contributed in consideration for the issuance of a 50% general partnership
interest in National Advertising Partners certain assets relating to the
national advertising of the regional sports programming services in which Fox
Sports has an interest. A subsidiary of Fox Sports will be the managing general
partner of National Advertising Partners. This transaction was consummated on
December 18, 1997.

On October 2, 1997, Cablevision entered into an agreement with At Home
Corporation ("@Home") and certain of its shareholders, pursuant to which
Cablevision agreed to enter into agreements for the distribution of the @Home
service over Cablevision's cable television systems on the same terms and

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conditions as @Home's founding partners, Tele-Communications, Comcast
Corporation and Cox Communications. Cablevision received a warrant to purchase
7,875,784 shares of @Home's Series A common stock at an exercise price of $.50
per share, and, in addition, a warrant to purchase up to 3,071,152 shares of
@Home's Series A common stock at $0.50 per share under certain conditions (the
"Contingent Warrant"). The Contingent Warrant is not immediately exercisable and
will become exercisable as and to the extent certain cable systems, including
the Contributed Businesses, are transferred from TCI to Parent or its designees.
@Home Network distributes high-speed interactive services to residences and
businesses using its own network architecture and a variety of transport
options, including the cable industry's hybrid-fiber coaxial infrastructure.

On December 4, 1997, MSG acquired from Radio City Productions, Inc. and
Rockefeller Group, Inc. for approximately $70 million in cash all of the
membership interests in Radio City Products LLC, the production company that
presently operates Radio City Music Hall in New York City and produces The Radio
City Christmas Spectacular and shows featuring the Radio City Rockettes.
Simultaneously, MSG agreed to enter into a 25-year lease for Radio City Music
Hall. Radio City Productions LLC has announced plans to invest in excess of $25
million for the refurbishment and technological modernization of Radio City
Music Hall.

THE CONTRIBUTED BUSINESSES

The following discussion should be read in conjunction with the TCI New
Jersey and New York Systems' and the TKR New Jersey/New York Systems' historical
financial statements, including the notes thereto, included elsewhere in this
document. The Contributed Businesses to be contributed to Parent in the
Contribution include the cable television systems contained in the Contributed
Subsidiaries. No equity securities of the Contributed Subsidiaries or of any
entity which directly owns the Asset Contributed Systems are publicly traded on
a national securities exchange or otherwise.

THE TKR NEW JERSEY/NEW YORK SYSTEMS. The TKR New Jersey/New York Systems own
and operate cable television systems in New Jersey and New York, with
approximately 416,000 subscribers as of September 30, 1997. The TKR New
Jersey/New York Systems are located in Union, Mercer, Monmouth, Somerset,
Middlesex, Morris, Sussex, Bergen and Passaic counties in New Jersey and in
Rockland County in New York. Substantially all of the TKR New Jersey/New York
Systems' revenue is earned from subscriber fees for primary and premium
subscription services, the rental of converters and remote control devices, and
installation fees. Additional revenue is derived from the sale of advertising,
pay-per-view programming fees and payments received from revenue-sharing
arrangements for products sold through home shopping services. See "Management's
Discussion and Analysis of Financial Condition and Results of Operations of the
TKR New Jersey/New York Systems."

THE TCI NEW JERSEY AND NEW YORK SYSTEMS. The TCI New Jersey and New York
Systems own and operate cable television systems in New Jersey and New York,
with approximately 406,000 subscribers as of September 30, 1997. In connection
with securing certain regulatory approvals to the Merger and the Contribution,
Cablevision has agreed to divest certain cable television system assets of such
systems that are located in Paramus and Hillsdale, New Jersey. The assets to be
divested served approximately 5,200 subscribers as of September 30, 1997 and are
not believed by Cablevision to be material to Cablevision or the Contributed
Businesses. The TCI New Jersey and New York Systems are located in Suffolk and
Westchester counties in New York and in Bergen, Passaic and Morris counties in
New Jersey. Substantially all of the TCI New Jersey and New York Systems'
revenue is earned from subscriber fees for primary and premium subscription
services, the rental of converters and remote control devices, and installation
fees. Additional revenue is derived from the sale of advertising, pay-per-view
programming fees and payments received from revenue-sharing arrangements for
products sold through home shopping services. See "Management's Discussion and
Analysis of Financial Condition and Results of Operations of the TCI New Jersey
and New York Systems."

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THE TRANSACTIONS

BACKGROUND OF THE TRANSACTIONS

During March, 1997 representatives of Tele-Communications contacted
representatives of Cablevision to determine whether Cablevision would have any
interest in a transaction whereby Cablevision would acquire an ownership
interest in, and management of, certain cable television systems owned
indirectly by Tele-Communications and located in New Jersey, Long Island and New
York's Rockland and Westchester counties. Cablevision and Tele-Communications
entered into a confidentiality agreement dated March 26, 1997. Executives from
Cablevision and Tele-Communications met on several occasions during March and
April 1997 to discuss the possible structure for such a transaction. The parties
discussed, among other things, transaction structures that would permit
completion of a transaction on a tax-free basis for Tele-Communications, the
consideration to be received by Tele-Communications in exchange for the
contributed systems and corporate governance issues that would arise as a result
of Tele-Communications' ownership of Cablevision equity securities.

Cablevision management had been considering the creation of a new holding
company even prior to Tele-Communications' contact concerning a possible
transaction. As discussions with Tele-Communications developed, the creation of
a new holding company appeared attractive as a way to permit Tele-Communications
to contribute the Contributed Businesses in the transaction to the new holding
company in exchange for equity securities of the new holding company on a
tax-free basis to Tele-Communications.

In early May, 1997, representatives of Tele-Communications and Cablevision
agreed to seek to negotiate the terms of a transaction and began negotiation of
the proposed Contribution and Merger Agreement and related agreements.
Negotiations were completed on June 6, 1997, and the Original Contribution and
Merger Agreement was signed by the parties thereto, subject to Cablevision's
receipt of Board approval prior to 9:00 a.m. on Monday, June 9, 1997. The
Cablevision Board of Directors met and approved the Original Contribution and
Merger Agreement on Sunday, June 8, and the transaction was announced on Monday,
June 9, 1997.

After the execution of the Original Contribution and Merger Agreement,
Tele-Communications representatives contacted Cablevision to request that
certain changes be made to the structure of the transactions contemplated by the
Original Contribution and Merger Agreement. After representatives of Cablevision
and Tele-Communications discussed these changes, on November 21, 1997 the
Contribution and Merger Agreement was signed by the parties thereto.

REASONS FOR THE TRANSACTIONS; RECOMMENDATIONS OF THE BOARDS OF DIRECTORS

At a meeting held on June 8, 1997, the Cablevision Board of Directors, by
unanimous vote of those directors present, among other things, (i) determined
that the terms of the Original Contribution and Merger Agreement and the
transactions contemplated thereby are in the best interest of Cablevision and
its stockholders and (ii) approved the Original Contribution and Merger
Agreement and the transactions contemplated thereby, including the merger and
the issuance of Parent Class A Common Stock contemplated thereby. At such
meeting, the Cablevision Board of Directors also recommended that Cablevision
stockholders approve and adopt the Original Contribution and Merger Agreement
and approve the merger and the issuance contemplated thereby. Subsequent to such
June 8, 1997 meeting, the Cablevision Board of Directors, by unanimous vote of
those directors present, among other things, ratified and approved the
Contribution and Merger Agreement and recommended that Cablevision stockholders
approve and adopt the Contribution and Merger Agreement and approve the Merger
and the Issuance as contemplated thereby.

The Cablevision Board of Directors did not obtain an independent fairness
opinion in connection with its approval of the Transactions, because the
management of Cablevision had conducted a review of the Contributed Businesses
and, based on, among other factors, the market value of Cablevision Class A

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Common Stock as of June 6, 1997, the values for Cablevision implied by the
Contribution and Issuance and the experience of Cablevision's management in
evaluating cable properties, determined that the Transactions were in the best
interests of the Cablevision stockholders.

By unanimous written consent dated as of November 21, 1997, the Parent Board
of Directors, among other things, (i) determined that the terms of the
Contribution and Merger Agreement and the transactions contemplated thereby are
in the best interest of Parent and its stockholders and (ii) approved the
Contribution and Merger Agreement and the transactions contemplated thereby,
including the merger and the issuance of Parent Class A Common Stock
contemplated thereby. By written consent of the sole shareholder of Parent dated
as of November 21, 1997, Cablevision, as the sole holder of all of the
outstanding Parent Common Stock, approved and adopted the Contribution and
Merger Agreement and approved the Merger and the Issuance as contemplated
thereby.

In determining to approve the Original Contribution and Merger Agreement and
approve and ratify the Contribution and Merger Agreement and recommend it to
Cablevision stockholders, the Cablevision Board of Directors and the Parent
Board of Directors considered a number of factors, including those discussed
above and the following:

(a) Consummation of the Transactions will advance Cablevision's and,
after the Merger, Parent's objective of focusing Cablevision's cable system
business in its core business areas, including New York City metropolitan
area, and facilitate the more rapid introduction of enhanced cable
technologies not only in the Contributed Businesses' systems but in the
existing Cablevision cable systems as well;

(b) Consummation of the Transactions will reduce the cash flow leverage
of Cablevision's and, after the Merger, Parent's cable system business by
adding the Contributed Businesses and the Assumed Debt, which debt is at
lower levels in relation to the cash flow of the Contributed Businesses than
is the case for Cablevision and its cable systems subsidiaries. Cablevision
has calculated that Cablevision's total cable and telephony debt to cash
flow ratio (including all outstanding indebtedness for borrowed money and
redeemable preferred stock) as of September 30, 1997 was approximately 8:1
and, after giving effect to the Transactions, is expected to be, on a pro
forma basis, approximately 6.8:1;

(c) Consummation of the Transactions will increase the amount of
dividends and other restricted payments Cablevision is entitled to make
under the terms of the indentures governing the Public Debt, giving Parent
greater flexibility to separate Cablevision's cable systems and Rainbow
Media's cable programming businesses should it choose to do so. Cablevision
has calculated that, as a result of the consummation of the Transactions,
the amount of restricted payments that Cablevision would be entitled to make
under the terms of the indentures governing the Public Debt is expected to
increase by at least approximately $1.4 billion;

(d) The terms and conditions of the Contribution and Merger Agreement
and related agreements (including the Stockholders Agreement), including the
fact that Tele-Communications would have only limited board representation
and veto rights and that such rights were not anticipated to limit
materially Cablevision's or Parent's ability to conduct its business as it
planned;

(e) The reports of management of Cablevision on the results of their due
diligence investigation of the Contributed Businesses; and

(f) The regulatory approvals necessary to complete the Transactions.

In connection with approving the Transactions and with entering into each of
the transactions referenced in "The Companies--Cablevision--Recent
Developments," the Cablevision Board of Directors and, in the case of the
approval of the Transactions, the Parent Board of Directors also each considered
the effects of the Transactions and such other transactions on the operations
and financial condition of

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Cablevision and, after the Merger, Parent. In such regard, Cablevision has
calculated that (after taking into account the net inflows of cash resulting
therefrom, the reduction of debt with the proceeds of such cash and any
anticipated elimination of duplicate operations) total consolidated debt (i.e.,
cable and telephony plus programming) to cash flow (including all outstanding
indebtedness for borrowed money and redeemable preferred stock) as of September
30, 1997 was approximately 9.1:1 and, after giving effect to the Transactions
and such other transactions, is expected to be, on a pro forma basis,
approximately 6.5:1.

The foregoing discussion of the information and factors that were given
weight by the Cablevision Board of Directors and the Parent Board of Directors
is not intended to be exhaustive, but is believed to include all the material
factors considered by the Cablevision Board of Directors and the Parent Board of
Directors. Neither the Cablevision Board of Directors nor the Parent Board of
Directors assigned specific weights to different factors.

FOR THE REASONS DESCRIBED ABOVE, THE CABLEVISION BOARD OF DIRECTORS
UNANIMOUSLY RECOMMENDS THAT CABLEVISION STOCKHOLDERS VOTE FOR APPROVAL AND
ADOPTION OF THE CONTRIBUTION AND MERGER AGREEMENT AND THE TRANSACTIONS
CONTEMPLATED THEREBY, INCLUDING THE APPROVAL OF THE MERGER AND THE ISSUANCE. THE
CABLEVISION BOARD OF DIRECTORS ALSO UNANIMOUSLY RECOMMENDS THAT CABLEVISION
STOCKHOLDERS VOTE FOR APPROVAL OF THE PLAN PROPOSALS.

DESCRIPTION OF THE TRANSACTIONS

GENERAL. The purpose of the Transactions is to combine the geographically
complementary cable television operating systems of Cablevision and TCI in the
New York City greater metropolitan area under one corporation. This is expected
to benefit Parent, Cablevision, TCI and the stockholders of all three
corporations, because the resulting combined operations will be of a
sufficiently large scale to permit investment in new technology and development
of advanced telecommunications and entertainment systems. The new technology
will in turn enhance the Parent's channel capacity services and provide a
platform for delivering new products, services and businesses, including a wide
range of news, sports and editorial programming and video on demand, cable
modem, residential telephone and other services. The combined operations are
also expected to achieve certain operating efficiencies, primarily in the area
of general and administrative costs.

The Contribution and Merger Agreement contemplates several transactions,
including (i) the Merger, in which Merger Sub will merge with and into
Cablevision, with Cablevision (as the surviving corporation) becoming a wholly
owned subsidiary of Parent; and (ii) the Contribution, in which the Contributed
Businesses will be transferred by TCI or certain designated entities of TCI to
Parent or its designees in exchange for the issuance by Parent of 12,235,543
shares of Parent Class A Common Stock in the Issuance, subject to adjustment in
certain events, and in which Parent or its designees will assume the Assumed
Debt and certain other liabilities and obligations arising out of the business
of the Asset Contributed Systems after the Closing. In the Merger, as of
immediately prior to the Contribution and the Issuance, each share of
Cablevision Class A Common Stock will be exchanged for one share of Parent Class
A Common Stock and each share of Cablevision Class B Common Stock will be
exchanged for one share of Parent Class B Common Stock. As a result, Cablevision
will become a wholly owned subsidiary of Parent in the Merger. Immediately
following the Merger, the Contributed Businesses will be transferred in the
Contribution to Parent or to certain wholly owned direct or indirect
subsidiaries of Parent. After the Merger and the Contribution, Parent will be a
new publicly traded holding company that is the parent corporation of an
affiliated group in which Cablevision and the Contributed Businesses are
included. The closing (the "Closing") of the Transactions will take place on the
third business day (the "Closing Date") following the satisfaction of certain
customary conditions (which are set forth in Article VII of the Contribution and
Merger Agreement), including that all required stockholder, regulatory and
third-party approvals and consents have been obtained. A copy of the
Contribution and Merger Agreement is attached as Appendix A hereto and any
description of the Contribution and Merger Agreement, the Merger, the
Contribution or

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the Issuance in this Proxy Statement/Prospectus is qualified in its entirety by
reference to the text of the Contribution and Merger Agreement. For a more
detailed description, see "The Contribution and Merger Agreement."

Each of Cablevision, Parent, TCI and Tele-Communications has agreed in the
Contribution and Merger Agreement to vote in favor of the Transactions. The
Class B Stockholders, which collectively own a majority of the total voting
power of Cablevision, have also agreed in the Voting Agreement, among other
things, to vote their Cablevision Common Stock in favor of the Transactions. In
addition, the Class B Stockholders, Cablevision and Tele-Communications have
agreed in the Voting Agreement, among other things, to execute and deliver the
Stockholders Agreement at the closing of the Contribution. The Stockholders
Agreement provides for certain rights and limitations with respect to
Tele-Communications, the Class B Stockholders and Parent. Copies of the
Stockholders Agreement and the Voting Agreement are attached hereto as Appendix
B and Appendix C, respectively, and any description of the Stockholders
Agreement or the Voting Agreement in this Proxy Statement/Prospectus is
qualified in its entirety by reference to the text of the Stockholders Agreement
or the Voting Agreement, as the case may be. For a more detailed description,
see "Certain Related Agreements--The Stockholders Agreement" and "Certain
Related Agreements--The Voting Agreement."

Cablevision is preparing to submit a request for a ruling from the IRS to
permit it to combine the cable operations of Cablevision and the Contributed
Businesses in and under Cablevision in the Restructuring immediately after the
Closing and to establish Rainbow Media as a programming subsidiary of Parent
that is separate from the other operations of Cablevision. None of the
Transactions is conditioned on the Restructuring. If such ruling is not
obtained, the Contribution and Merger Agreement would permit Cablevision to
effect the Restructuring more than one year after Closing. Any combination of
Cablevision's cable systems and the Contributed Businesses in and under
Cablevision and any separation of Rainbow Media as a programming subsidiary of
Parent that is separate from the other operations of Cablevision is also
dependent upon compliance with Cablevision's debt covenants and upon receipt of
any required regulatory approvals. There can be no assurance that any or all of
such transactions will be effected. A copy of certain of the terms of the
Restructuring is attached hereto as Appendix F, and any description of the
Restructuring in this Proxy Statement/Prospectus is qualified in its entirety by
reference to the text of the terms of the Restructuring. See "Risk
Factors--Possible Noncompletion of Certain Transactions" and "Potential Related
Transactions--The Restructuring."

THE MERGER. Pursuant to the Contribution and Merger Agreement, Merger Sub
will be merged with and into Cablevision, with Cablevision as the surviving
corporation. The separate existence of Merger Sub will automatically cease and
the name of Cablevision will be changed to CSC Holdings, Inc. Each issued and
outstanding share of common stock, par value $0.01 per share, of Merger Sub (all
of which will be owned by Parent) will be converted into one share of common
stock of Cablevision, all of which will thereupon be held by Parent.

Each share of Cablevision Class A Common Stock and Cablevision Class B
Common Stock (other than shares, in either case, beneficially owned by
Cablevision or any direct or indirect subsidiary of Cablevision) will be
converted into one share of Parent Class A Common Stock and one share of Parent
Class B Common Stock, respectively. All of the shares of Cablevision Class A
Common Stock and Class B Common Stock so exchanged, as well as any such shares
owned by Cablevision or its subsidiaries, will thereupon be canceled and retired
and each certificate formerly representing Cablevision Class A Common Stock or
Cablevision Class B Common Stock shall thereafter be deemed to represent an
equal number of shares of Parent Class A Common Stock or Parent Class B Common
Stock, as the case may be.

As a result of the Merger, each of the classes of Cablevision Preferred
Stock will remain unchanged and outstanding Preferred Stock of Cablevision (as
the surviving company in the Merger), without any change in their terms, except
that the Cablevision Series C Preferred Stock and the Cablevision Series I
Preferred Stock will, by their terms, become exchangeable into Parent Common
Stock instead of being

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convertible for Cablevision Common Stock. As a result of the Merger, the
Cablevision Debt will remain unchanged and outstanding debt of Cablevision (as
the surviving company in the Merger).

In accordance with the Contribution and Merger Agreement, the certificate of
incorporation of Cablevision will be amended, effective as of the consummation
of the Merger, to reflect the change in the company's name and to provide that
the company shall be authorized to issue the following shares of stock: (a)
1,000 shares of Common Stock, par value $1.00 per share; (b) 10,000,000 shares
of Preferred Stock, par value $0.01 per share, 200,000 shares of which shall be
designated as Series A Cumulative Convertible Preferred Stock and 200,000 shares
of which shall be designated as Series B Cumulative Convertible Preferred Stock.

After the Merger, Parent, which will then own all of the outstanding common
stock of Cablevision, will change its name to Cablevision Systems Corporation;
Cablevision, which will then be a wholly owned subsidiary of Parent, will change
its name to CSC Holdings, Inc.

Cablevision has issued options to acquire Cablevision Class A Common Stock,
conjunctive rights and bonus award shares with respect to Cablevision Common
Stock and incentive awards to certain employees and directors. Persons who
exercise such options immediately after the Merger will receive the same number
of shares of Parent Class A Common Stock as shares of Cablevision Class A Common
Stock that they would have received if they had exercised the options
immediately prior to the record date for the Merger. Such conjunctive rights,
bonus award shares and incentive awards from and after the Merger will
constitute Parent conjunctive rights, bonus award shares and incentive awards on
the same terms and conditions as applied immediately prior to the Merger.

Cablevision will not redeem any stock or receive any property from its
stockholders in connection with the Transactions. Cablevision will not
distribute any property to its stockholders in connection with the Transactions.

THE CONTRIBUTION AND ISSUANCE. Substantially simultaneously with and
immediately following the Merger, TCI will in the Contribution contribute or
cause its subsidiaries to transfer to Parent all of the Contributed Businesses
in exchange for 12,235,543 shares of Parent Class A Common Stock to be issued by
Parent in the Issuance. In contemplation of the Contribution, Parent will form
five wholly owned subsidiaries (the "Transferee Subsidiaries"), and, at the
effective time of the Contribution, TCI will contribute the Asset Contributed
Systems and the Contributed Subsidiaries to Parent and immediately thereafter
Parent will contribute the Asset Contributed Systems and the Contributed
Subsidiaries (other than UA-Columbia Cablevision of Westchester, Inc.
("UA-Columbia")) to the Transferee Subsidiaries. The Assumed Debt and certain
other liabilities and obligations of the Contributed Businesses will also be
transferred to Parent by TCI in the Contribution and by Parent to the Transferee
Subsidiaries immediately thereafter. The number of shares of Parent Class A
Common Stock to be issued in the Issuance is subject to certain anti-dilution
adjustments as provided for in the Contribution and Merger Agreement.

The Contribution and Issuance will take place substantially simultaneously
with and immediately after the Merger, on the third business day following the
satisfaction or waiver of certain customary conditions (set forth in Article VII
of the Contribution and Merger Agreement), including that all requisite
shareholder, regulatory and third-party approvals and consents have been
obtained.

The Contributed Businesses:

The Contributed Businesses are comprised of the TKR New Jersey/New York
Systems and the TCI New Jersey and New York Systems. In connection with securing
certain regulatory approvals to the Merger and the Contribution, Cablevision has
agreed to divest certain cable television system assets of the Contributed
Businesses that are located in Paramus and Hillsdale, New Jersey. The assets to
be divested served approximately 5,200 subscribers as of September 30, 1997 and
are not believed by Cablevision to be material to Cablevision or the Contributed
Businesses. The TKR New Jersey/New York Systems, which are owned and operated
within TKR Cable Company, a partnership that is indirectly wholly owned by TCI

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("TKR"), and its subsidiaries, include systems in Elizabeth, Hamilton, Metuchen,
Morris, New Brunswick, Ramapo and Rockland, New Jersey and in Warwick, New York.
The TCI New Jersey and New York Systems include systems in Oakland and Paterson,
New Jersey and in Brookhaven and Mamaroneck, New York. The advertising sales
business relating to the TKR New Jersey/New York Systems is owned and operated
within KRC/CCC Investment Partnership, a Colorado partnership that is indirectly
wholly owned by TCI ("KRC/CCC"), and its subsidiaries. The Westchester New York
system is owned and operated within UA-Columbia. UA-Columbia, TKR and KRC/CCC
collectively constitute the Contributed Subsidiaries (as defined in the
Contribution and Merger Agreement). The TCI New Jersey and New York Systems in
Oakland and Patterson, New Jersey and in Brookhaven, New York are owned and
operated within certain subsidiaries of TCI and collectively constitute the
Asset Contributed Systems. See "The Companies--The Contributed Businesses."

In the Contribution, TCI will contribute or cause to be contributed to
Parent all the capital stock of UA-Columbia and will cause (i) the other
Contributed Subsidiaries to be transferred to Parent and (ii) the assets of the
Asset Contributed Systems to be transferred to Parent. In addition, in the
Contribution, Parent will assume (i) no more than $669 million in aggregate debt
for borrowed money (i.e., the Assumed Debt) owned by and relating to the
Contributed Businesses (approximately $574 million of which is currently
outstanding under existing credit facilities of the Contributed Businesses and
the remainder of which is currently owed to subsidiaries of TCI) and (ii)
certain other liabilities and obligations arising out of the businesses of the
Asset Contributed Systems after the Closing. Immediately after the Closing,
Parent will contribute the Asset Contributed Systems and the Contributed
Subsidiaries (other than UA-Columbia) and the Assumed Debt and such other
liabilities and obligations to the Transferee Subsidiaries. Accordingly, after
the Contribution, all of the Contributed Subsidiaries and their subsidiaries
will become direct or indirect subsidiaries of Parent and all of the Asset
Contributed Systems will be owned by and operated within wholly owned
subsidiaries of Parent.

Consideration Adjustment:

Pursuant to the Contribution and Merger Agreement, the consideration to be
paid by Parent in the Issuance is subject to adjustment in two circumstances:
(i) the number of Parent Class A Shares to be issued in the Issuance would be
adjusted (up or down) according to a customary anti-dilution formula as a result
of certain issuances of Cablevision Common Stock or Parent Common Stock above or
below a designated price (set initially at $116 per share of Cablevision Common
Stock) prior to the Closing; and (ii) a balancing payment will be made in cash,
by either of TCI or Parent to the other, if the Net Adjusted Working Capital (as
defined in the Contribution and Merger Agreement) of the Contributed Businesses
at the time of the TCI Contribution does not equal zero. If shares of
Cablevision Common Stock or Parent Common Stock are issued prior to closing of
the Contribution at a price below the designated price (initially $116 per
share), other than in certain excepted issuances pursuant to Cablevision Stock
Plans and other identified obligations, the amount of shares issuable to TCI in
the Issuance would be increased to reflect that "dilutive" issuance and the
designated price would be reduced to reflect such issuance. If shares of
Cablevision Common Stock or Parent Common Stock are issued at a price above the
designated price (initially $116 per share), other than in certain exempted
issuances pursuant to Cablevision Stock Plans and other identified obligations,
the amount of shares issuable to TCI in the Issuance would be decreased to
reflect that "accretive" issuance and the designated price would be increased to
reflect such issuance. There is no maximum or minimum to such anti-dilution
adjustment. Neither Cablevision nor Parent currently anticipates any issuances
for which an adjustment would be made. If the Net Adjusted Working Capital is
above zero, Parent will pay such amount to TCI; if the Net Adjusted Working
Capital is less than zero, TCI will pay to Parent the amount by which the Net
Adjusted Working Capital is less than zero. Any such payment will be made within
five business days following the final determination, in accordance with
procedures outlined in the Contribution and Merger Agreement, of the Net
Adjusted Working Capital, and will include interest from the date of the
Contribution to the date of payment. See "The Contribution and Merger
Agreement--Consideration to be Received in the Transactions."

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The Refinancing:

Pursuant to the Contribution and Merger Agreement, after the Contribution
the Assumed Debt will be payable in full by Parent and such Assumed Debt will
have to be refinanced (the "Refinancing") within Parent or its subsidiaries.
Cablevision is in discussions with commercial lenders with respect to the New
Credit Facility in the aggregate amount of $800 million to provide funds for the
refinancing of the Assumed Debt in the Refinancing, for additional working
capital needs for the Contributed Businesses and for other corporate purposes.
Cablevision currently expects that the New Credit Facility will be in place at
or prior to the consummation of the Transactions. However, there can be no
assurances that the New Credit Facility will be obtained or upon what terms the
New Credit Facility will be obtained. If the New Credit Facility is not
obtained, Cablevision would need additional capital in order to refinance the
$669 million in Assumed Debt upon consummation of the Transactions and for any
additional working capital needs for the Contributed Businesses. That additional
funding could be obtained by amending Cablevision's existing facility to
increase borrowings available to refinance the Assumed Debt and by issuing
additional debt in the public markets (including issuing up to $500 million
currently available under Cablevision's existing shelf registration facility).
However, there can be no assurances that any such amendments would be obtained
or any such issuance could be effected or upon what terms such amendment could
be obtained or such issuance could be effected. If the New Credit Facility is
not obtained and additional capital was not available for Cablevision to assume
and pay the Assumed Debt, Cablevision would not be able to comply with the terms
of the Contribution and Merger Agreement and could be held to be in breach
thereof. If such breach were to give rise to a judgment that Cablevision was
unable to satisfy, then such breach could cause a material adverse effect on
Cablevision and a default under the Cablevision Debt and in such circumstances
could cause defaults under other outstanding obligations of Cablevision. Neither
the Contribution nor the Merger is conditioned on closing the Refinancing.

To the extent that such borrowings would involve commitments for future
loans, such commitments may be conditioned on continued compliance by the
borrower with the terms of the loan agreement and the absence of any material
adverse changes in the borrower's businesses. Cablevision expects that any new
borrowings under the New Credit Facility or otherwise in the Refinancing would
contain covenants that limit, among other things, sales of assets, the making of
acquisitions and other investments, the incurrence of additional debt and liens
and the payment of dividends, and that require, among other things, the
borrowers to comply with certain requirements with respect to financial ratios,
in each case with respect to the cable operations of the borrowers. If the New
Credit Facility is not obtained, Cablevision may be required to agree to
additional and/or more restrictive covenants under the Credit Agreement if
Cablevision were to seek an amendment of the Credit Agreement in order to obtain
additional funds to refinance the Assumed Debt upon consummation of the
Transactions. See "Risk Factors--Restrictive Covenants."

CONVERSION OF CABLEVISION COMMON STOCK

In the Merger, all outstanding shares of Cablevision Common Stock will be
canceled and each certificate theretofore representing any such shares, without
any action on the part of the holder thereof, shall be deemed to represent an
equivalent number of shares of the same class of Parent Common Stock. From and
after the Merger, all shares of Cablevision Common Stock converted into shares
of Parent Common Stock will no longer be outstanding and shall automatically be
canceled and retired and shall cease to exist, and each holder of such shares
shall cease to have any rights with respect thereto, except for the right to
receive Parent Common Stock in accordance with the terms of the Contribution and
Merger Agreement. See "--Description of the Transactions--The Merger."

CABLEVISION STOCKHOLDERS ARE NOT REQUIRED TO SURRENDER THEIR SHARE
CERTIFICATES FOR EXCHANGE.

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INTERESTS OF CERTAIN PERSONS IN THE TRANSACTIONS

In considering the recommendations of the Cablevision Board of Directors,
stockholders should be aware that certain members of management and the
Cablevision Board may be deemed to have interests in the Transactions that are
in addition to their interests as stockholders generally.

BOARD OF DIRECTORS AND EXECUTIVE OFFICERS OF PARENT. From and after the
Effective Time, until successors are duly elected or appointed and qualified in
accordance with applicable law, the Board of Directors of Parent will consist of
the Board of Directors of Cablevision immediately prior to the Merger with
certain changes in the Class B Directors to add two Investor Directors as
nominees of TCI in accordance with and pursuant to the Contribution and Merger
Agreement and the Stockholders Agreement. See "Certain Related Agreements--The
Stockholders Agreement" and "Management--Directors and Officers."

ASSUMPTION OF OPTIONS, CONJUNCTIVE RIGHTS, BONUS AWARD SHARES AND INCENTIVE
AWARDS. The Contribution and Merger Agreement provides that, at the Effective
Time, all outstanding options to acquire Cablevision Common Stock and
conjunctive rights, bonus award shares and incentive awards of Cablevision will
be assumed by Parent and will be converted into options to acquire Parent Common
Stock and conjunctive rights and bonus share awards with respect to Parent
Common Stock and incentive awards of Parent. As of September 30, 1997, the
directors and executive officers of Cablevision hold outstanding options to
purchase approximately 677,325 shares of Cablevision Common Stock. See "--Effect
on Stock and Benefits Plans" and "The Contribution and Merger Agreement--Stock
Options; Conjunctive Rights" and "Ownership of Cablevision and
Parent--Cablevision."

THE STOCKHOLDERS AGREEMENT. The Class B Stockholders, some of whom are (or
are affiliates of) directors and officers of Cablevision, have entered into the
Stockholders Agreement, which provides, among other things, certain rights and
limitations with respect to Tele-Communications, Parent and the Class B
Stockholders and with respect to the Parent Common Stock, including certain
rights of consultation regarding transfers of Parent Common Stock by the Class B
Stockholders and Tele-Communications. See "Certain Related Agreements--The
Stockholders Agreement."

THE VOTING AGREEMENT. Under the Voting Agreement, the Class B Stockholders,
some of whom are directors and officers of Cablevision (or their affiliates),
have agreed with Tele-Communications, Cablevision and Parent, among other
things, to vote in favor of the Transactions. See "Certain Related
Agreements--The Voting Agreement."

REGISTRATION RIGHTS. Certain stockholders of Cablevision, some of whom are
directors and officers of Cablevision (or their affiliates), have registration
rights with respect to Cablevision Common Stock that will be applicable to the
Parent Common Stock issued in exchange therefor in the Merger. See "Ownership of
Cablevision and Parent--Cablevision--Registration Rights."

THE DOLAN PARTNERSHIP TRANSACTION. The Dolan Partnership Transaction is
conditioned on the consummation of the Transactions. Dolan, who is Chairman of
Cablevision, a Class B Director and an affiliate of certain other directors and
officers of Cablevision, is a party to the Dolan Partnership Transaction. See
"Potential Related Transactions--The Dolan Partnership Transaction."

INDEMNIFICATION AND INSURANCE OF CABLEVISION DIRECTORS AND
OFFICERS. Pursuant to the Contribution and Merger Agreement, from and after the
Effective Time, Parent will indemnify and hold harmless, to the fullest extent
permitted under applicable law, each present and former director and officer of
Cablevision and its subsidiaries against any and all costs or expenses
(including the advancement thereof), judgments, fines, losses, claims, damages
or liabilities incurred in connection with any matters existing or occurring at
or prior the Effective Time to the fullest extent that Cablevision or any such
subsidiary would have been permitted as of the date of the Contribution and
Merger Agreement to indemnify such person. Cablevision

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(as the surviving corporation) or Parent also will maintain for six years after
the Effective Time Cablevision's officers' and directors' liability insurance on
substantially the same terms as in existence on the date of the Contribution and
Merger Agreement so long as such insurance can be obtained on commercially
reasonable terms. See "The Contribution and Merger Agreement--Certain
Covenants--Indemnification of Directors and Officers."

EFFECT ON STOCK AND BENEFIT PLANS

Pursuant to the Contribution and Merger Agreement, each outstanding option
to purchase shares of Cablevision Common Stock and each Cablevision conjunctive
stock appreciation right, bonus award share and incentive award, whether vested
or unvested, will be deemed to constitute, as the case may be, an option to
acquire, on the same terms and conditions, the same number of shares of Parent
Common Stock and at the same exercise price as in effect immediately prior to
the Effective Time and a conjunctive right, bonus award share and incentive
award of Parent on the same terms and conditions as in effect immediately prior
to the Effective Time. At the Effective Time, Parent will assume each
Cablevision option, conjunctive stock appreciation right, bonus award share and
incentive award in accordance with the terms of the Cablevision First Amended
and Restated 1996 Employee Stock Plan and the Cablevision 1996 Non-Employee
Direct Stock Option Plan (collectively, the "Cablevision Stock Plans") and the
Cablevision 1997 Long Term Incentive Plan as in effect immediately prior to the
Effective Time.

In connection with the Merger, Parent will assume the Cablevision 1997 Long
Term Incentive Plan and the Cablevision Management Performance Incentive Plan
(together, the "Cablevision Incentive Plans"), the Cablevision Stock Plans and
the other health, welfare and other benefit plans of Cablevision (collectively,
the "Cablevision Plans").

Approval of the Contribution and Merger Agreement will constitute approval
of the stock options, conjunctive rights, bonus award shares and incentive
awards of Parent to be issued in replacement of outstanding Cablevision options
and conjunctive rights, bonus award shares and incentive awards pursuant to the
Contribution and Merger Agreement.

CAPITAL STOCK AND DEBT; DIVIDENDS

CAPITAL STOCK AND DEBT. In the Merger, all outstanding shares of
Cablevision Common Stock will be exchanged for an equivalent number and a like
class of Parent Common Stock. See "--Conversion of Cablevision Common Stock." As
a result of the Merger, each share of outstanding Cablevision Series I Preferred
Stock, Cablevision Series M Preferred Stock and Cablevision Series H Preferred
Stock (collectively, the "Cablevision Preferred Stock") will remain unchanged
and outstanding as Preferred Stock of Cablevision (as the surviving company in
the Merger), except that the outstanding Cablevision Series I Preferred Stock
will, in accordance with the terms of its certificate of designation in effect
as of the Effective Time, become exchangeable for Parent Common Stock instead of
being convertible into Cablevision Common Stock. On December 3, 1997, in
accordance with the certificate of designation for the Cablevision Series C
Preferred Stock, Cablevision issued a notice of redemption for all of the
outstanding Cablevision Series C Preferred Stock at a price calculated to be
approximately $85.06 per share in cash (or approximately $9 million in the
aggregate for all shares of Cablevision Series C Preferred Stock). Such
redemption was consummated on January 2, 1998. Accordingly, as of the Effective
Time, Cablevision will not have outstanding any shares of Cablevision Series C
Preferred Stock. As a result of the Merger, in accordance with the terms of
their respective indentures, Cablevision's 8 1/8% Senior Debentures due 2009,
9 7/8% Senior Subordinated Notes due 2006, 9 1/4% Senior Subordinated Notes due
2005, 9 7/8% Senior Subordinated Debentures due 2013, 9 7/8% Senior Subordinated
Debentures due 2023, 10 1/2% Senior Subordinated Debentures due 2016 and 7 7/8
Senior Notes due 2007 (collectively, the "Public Debt") will remain unchanged
and outstanding as debt of Cablevision (as the surviving company in the Merger).
As a result of the Merger, Cablevision's senior bank debt (such debt, together
with the Public Debt, the

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"Cablevision Debt") will remain unchanged and outstanding as debt of Cablevision
(as the surviving company in the Merger).

DIVIDENDS. Cablevision has never paid any dividends on the Cablevision
Common Stock in the past. The payment of future dividends on the Parent Common
Stock will be a business decision made by the Board of Directors of Parent from
time to time based upon the results of operations and financial condition of
Parent and such other factors as the Board determines are appropriate.

ACCOUNTING TREATMENT

Parent will account for the acquisition of the Contributed Businesses under
the purchase method of accounting in accordance with the provisions of
Accounting Principles Board Opinion No. 16, "Business Combinations."
Accordingly, Cablevision will record at its cost the acquired assets less
liabilities assumed, with the excess of such cost over the estimated fair value
of such net assets reflected as goodwill. Additionally, certain costs directly
related to the acquisition will be reflected as additional purchase price in
excess of the net assets acquired. The actual allocation of amounts may differ
from that reflected in the pro forma consolidated financial statements after an
appropriate review of the fair values of the assets and liabilities of the
Contributed Businesses has been completed. Amounts allocated will be based upon
the estimated fair values at the time of the Transactions, which could vary
significantly from the amounts assumed in the Unaudited Pro Forma Combined
Condensed Financial Statements of Parent included elsewhere herein. Until
independent appraisals are obtained and the audit contemplated by the
Contribution and Merger Agreement is performed on the Contributed Businesses
following the consummation of the Transactions, Cablevision cannot determine
with certainty any adjustments to the purchase price paid in the Contribution or
the allocation to identifiable tangible and intangible assets. Upon completion
of such appraisals and audit, the purchase price and allocation will be
determined and reflected in future filings with the Commission made by Parent to
the extent applicable. The conversion of Cablevision Common Stock into Parent
Common Stock in the Merger will be treated as a reorganization with no change in
the recorded amount of Cablevision's assets and liabilities.

CERTAIN FEDERAL INCOME TAX CONSEQUENCES OF THE TRANSACTIONS

The following discussion is a summary of the material U.S. federal income
tax consequences of the Merger, the Contribution and the Issuance to Cablevision
stockholders who are U.S. citizens or residents or domestic corporations and
hold the Cablevision stock as a capital asset. It does not apply to Cablevision
stockholders (such as dealers in securities, insurance companies, financial
institutions, and tax-exempt organizations and trusts) that are subject to
special tax regimes, or to Cablevision stockholders who acquired Cablevision
shares pursuant to the exercise of employee stock options or rights or otherwise
as compensation. Cablevision stockholders are urged to consult their own tax
advisors as to the specific tax consequences to them of the Transactions,
including the effect of any state, local or foreign tax laws.

The Merger, the Contribution and the Issuance are expected to constitute a
tax-free exchange within the meaning of Section 351 of the Internal Revenue Code
of 1986, as amended (the "Code"). As a result, for federal income tax purposes,
(a) no gain or loss will be recognized by Cablevision or Parent in the Merger,
the Contribution and the Issuance and (b) Cablevision stockholders who exchange
their shares of Cablevision Common Stock solely for Parent Common Stock will not
recognize any gain or loss. The tax basis of the Parent Common Stock received by
such Cablevision stockholder will be the same as the Cablevision stockholder's
tax basis in the shares of Cablevision Common Stock surrendered therefor, and
the holding period of the Parent Common Stock received by a Cablevision
stockholder will include the holding period of the Cablevision Common Stock
surrendered therefor.

From and after the Merger, the outstanding Cablevision Series I Preferred
Stock and any outstanding Cablevision Series C Preferred Stock will each become
exchangeable for Parent Common Stock instead of being convertible into
Cablevision Common Stock. The exchange of Cablevision Series I Preferred Stock

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or any Cablevision Series C Preferred Stock for Parent Common Stock would be a
taxable event to a holder of such Preferred Stock, and such holder would
recognize gain or loss equal to the difference, if any, between such holder's
adjusted tax basis in the Cablevision Series I Preferred Stock or Cablevision
Series C Preferred Stock exchanged and the fair market value of the Parent
Common Stock received in the exchange. Any such gain or loss would be capital
gain or loss. Long-term capital gain of a non-corporate stockholder is generally
subject to a maximum tax rate of 28% in respect of property held for more than
one year and to a maximum rate of 20% in respect of property held in excess of
18 months.

Consummation of the Merger and the Contribution is dependent upon, among
other conditions, receipt by Parent and TCI of opinions of their respective
counsel to the effect that the Merger and the Contribution (together with the
Issuance), respectively, will be treated as a tax-free exchange within the
meaning of Section 351 of the Code. Opinions of counsel are not binding on the
Internal Revenue Service or the courts, and the parties do not intend to request
a ruling from the Internal Revenue Service with respect to the Merger and the
Contribution. However, Cablevision and TCI are preparing to submit a request for
a ruling from the Internal Revenue Service to the effect that, based upon the
parties' representations that the Merger, the Contribution and the Issuance
qualify as a tax-free exchange under Section 351 of the Code, the consummation
of the Restructuring at Closing or shortly thereafter will not affect such
tax-free treatment. If such a ruling is not obtained, the Contribution and
Merger Agreement would permit Cablevision to undertake the Restructuring more
than one year after the Closing. The Merger, the Contribution and the Issuance
are not conditioned on the Restructuring, and neither Cablevision nor Parent is
obligated to undertake the Restructuring.

REPORTING REQUIREMENT. Each Cablevision stockholder will be required to
retain records and file with such holder's U.S. federal income tax return a
statement setting forth certain facts relating to the Transactions.

CERTAIN REGULATORY MATTERS

The closing of the Transactions is conditioned, among other things, upon
expiration or termination of the waiting period under the HSR Act, the approval
of the Company's stockholders and the receipt of various approvals. On January
16, 1998, Cablevision and the FTC announced that Cablevision has entered into a
consent degree providing for the divestiture of certain cable television system
assets of the Contributed Businesses that are located in Paramus and Hillsdale,
New Jersey. The assets to be divested served approximately 5,200 subscribers as
of September 30 1997. Until the time of such divestiture, Cablevision has agreed
to certain hold separate and related arrangements with regard to the assets to
be divested. By approving on January 15, 1998 the consent decree for public
comment, the Federal Trade Commission has terminated the waiting period under
the HSR Act with respect to the Transactions. Cablevision does not believe that
the assets to be divested, or the hold separate and other arrangements relating
thereto, are material to Cablevision or to the Contributed Businesses.
Applications for approval with respect to the Transactions from the National
Basketball Association and the National Hockey League have also been made.
Before the Transactions can be effected, approvals must be obtained from certain
local franchise authorities having rights of approval over changes of control
with respect to certain of the Contributed Businesses and over deemed changes of
control with respect to the cable television systems of Cablevision in such
authorities' jurisdictions. In addition, the FCC must approve under the
Communications Act the transfer of control of the FCC licenses used in the
operation of the Contributed Businesses. Under the FCC's rules, third parties
may have an opportunity to file objections to the transfer or the FCC may
examine regulatory issues raised by the transfer on its own motion. Parent will
be filing with the FCC transfer of control applications with respect to the
Contributed Businesses. There can be no assurance that the requisite FCC
approvals will be obtained, or that they will be obtained in a timely manner or
without conditions adverse to Parent. There can be no assurance that the other
necessary approvals will be obtained in a timely manner or at all or that
governmental agencies or others may not take legal action to prevent the
consummation of the Transactions.

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RESALES OF PARENT COMMON STOCK

The shares of Parent Common Stock to be issued in the Transactions have been
registered under the Securities Act by the Registration Statement and therefore
may be resold without restriction by all persons who are not deemed to be
"affiliates" of Cablevision. An affiliate of a specified person is defined in
the rules and regulations of the Commission as a person that, directly or
indirectly, through one or more intermediaries, controls, or is controlled by,
or is under common control with, the person specified. Based on share ownership
as of September 30, 1997, approximately 11,526,266 shares of Parent Common Stock
will be received in the Merger by persons that may be deemed to be affiliates of
Cablevision at the Effective Time. In addition, the shares of Parent Class A
Common Stock to be received by TCI and its subsidiaries may be resold only in
permitted circumstances. Certain of such affiliates, including Dolan and TCI,
will have registration rights with respect to the shares they will receive in
the Transactions. See "-- Interests of Certain Persons in the Transactions,"
"Certain Related Agreements--The Stockholders Agreement" and "Ownership of
Cablevision and Parent--Cablevision--Registration Rights."

AMEX LISTING

Prior to the Effective Time of the Merger, the Parent Class A Common Stock
will be approved for listing on AMEX upon official notice of issuance. Parent
and Cablevision will use their best efforts to de-list subsequent to the Merger
the Cablevision Class A Common Stock from AMEX.

APPRAISAL RIGHTS

Holders of Cablevision Common Stock or Cablevision Preferred Stock will not
be entitled to any dissenters' or appraisal rights under Section 262 of the
Delaware General Corporate Law (the "DGCL") in connection with the consummation
of the Transactions. The DGCL provides appraisal rights in the case of certain
mergers and consolidations. Section 262 of the DGCL provides that appraisal
rights are not available to holders of shares listed on a national securities
exchange or held of record by more than 2,000 holders unless the holders of such
shares are required to accept, pursuant to the terms of a merger or
consolidation, anything other than (1) shares of stock of the surviving
corporation or (2) shares of stock of another corporation which shares are at
the effective time of the merger, listed on a national securities exchange or
held of record by more than 2,000 persons. The foregoing description and any
other description of Section 262 of the DGCL in this Proxy Statement/Prospectus
is qualified in its entirety by reference to Section 262 of the DGCL, which is
attached hereto as Appendix I and incorporated by reference herein.

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POTENTIAL RELATED TRANSACTIONS

THIS CAPTION DESCRIBES CERTAIN ASPECTS OF THE RESTRUCTURING, THE DOLAN
PARTNERSHIP TRANSACTION AND THE PARTNERSHIP CONTRIBUTION. THIS CAPTION IS NOT A
COMPLETE DESCRIPTION OF THE RESTRUCTURING, THE DOLAN PARTNERSHIP TRANSACTION OR
THE PARTNERSHIP CONTRIBUTION AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO
THE TERMS OF THE RESTRUCTURING AGREEMENT ATTACHED AS APPENDIX F TO THIS PROXY
STATEMENT PROSPECTUS IN THE CASE OF THE RESTRUCTURING AND TO THE CNYC LETTER AND
THE CNYC AGREEMENT FILED AS EXHIBITS TO THE REGISTRATION STATEMENT IN THE CASE
OF THE DOLAN PARTNERSHIP TRANSACTION, EACH OF WHICH IS INCORPORATED HEREIN BY
REFERENCE. NONE OF THE MERGER, THE CONTRIBUTION OR THE ISSUANCE IS CONDITIONED
ON CONSUMMATION OF THE RESTRUCTURING, THE DOLAN PARTNERSHIP TRANSACTION OR THE
PARTNERSHIP CONTRIBUTION. ALL STOCKHOLDERS OF CABLEVISION ARE URGED TO READ THE
TERMS OF THE RESTRUCTURING AGREEMENT AND THE CNYC LETTER AND THE CNYC AGREEMENT
IN THEIR ENTIRETY.

THE RESTRUCTURING

If completed, Cablevision currently anticipates that the Restructuring would
(i) combine the cable systems of the Contributed Businesses with the cable
systems currently held by Cablevision by forming a sub-group in and under
Cablevision and (ii) separate under Parent the programming businesses of
Cablevision and its subsidiaries from the other businesses conducted by
Cablevision and its subsidiaries. It is currently anticipated that the
Restructuring would consist of the following steps and would occur after the
Contribution:

(1) Parent would contribute or transfer to Cablevision the Contributed
Businesses by contributing or transferring the capital stock of the Transferee
Subsidiaries, which will have received certain of the Contributed Businesses in
the Contribution, and all of the capital stock of UA-Columbia.

(2) Cablevision would distribute the stock of Rainbow Media to Parent.

(3) Cablevision anticipates that it will arrange for a senior credit
facility for its cable operations, which facility would refinance the existing
Cablevision credit facility under the Credit Agreement as well as the New Credit
Facility expected to be obtained in the Refinancing.

As a result of these transactions, the stock of Rainbow Media and
Cablevision would be held directly by Parent and all of the programming assets
of the Parent group would be held directly or indirectly by Rainbow Media and
all of the other assets of the Parent group would be held directly or indirectly
by Cablevision. Accordingly, the separate lines of business would have been
separated into sub-groups under Parent.

Under the terms of an agreement with respect to the Restructuring pursuant
to which the Restructuring would be undertaken (the general terms of which are
set forth in Exhibit A to the Contribution and Merger Agreement and Appendix F
hereto), the Restructuring may be effected one year after the Contribution, or
earlier if the required tax regulatory rulings are received. There can be no
assurances when, or whether, the Restructuring will be effected.

There can be no assurance that the Restructuring will occur or that it will
necessarily occur as described above. Cablevision and Parent reserve the right
to abandon or change the terms of the Restructuring.

THE DOLAN PARTNERSHIP TRANSACTION

In the Dolan Partnership Transaction, pursuant to the CNYC Letter, among
other things, Cablevision and Dolan agreed that (i) Dolan will defer the
commencement of the period during which Dolan could elect, pursuant to
Cablevision's pre-existing obligations under the CNYC Agreement, to require
Cablevision to purchase his remaining partnership interests in Cablevision of
NYC, from December 1, 1997 to the date of the consummation of the Merger and the
Contribution and (ii) Cablevision will make a cash

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payment to Dolan for such partnership interests of approximately $190 million.
If the Merger and Contribution is not consummated on or prior to July 1, 1998,
the CNYC Letter will terminate and the CNYC Agreement will remain in full force
and effect in accordance with its terms, except that the First Put Period will
commence on July 1, 1998 rather than December 1, 1997 and will end on October
31, 1998.

THE PARTNERSHIP CONTRIBUTION

The Contribution and Merger Agreement contemplates, among other things,
that, after the execution and delivery of the Contribution and Merger Agreement
and in connection with the Merger, Parent and certain equity holders in
subsidiaries of Cablevision may enter into a partnership contribution agreement
(the "Partnership Contribution Agreement") relating to the acquisition by Parent
of such equity interests in subsidiaries of Cablevision and pursuant to which
Parent would issue shares of Parent Class A Common Stock to such holders in
exchange for the contribution to Parent or its designees of such equity
interests in subsidiaries of Cablevision. Cablevision has reached an
understanding with certain of the RPE Minority Partners that, contemporaneously
with the Merger, the approximately 2% of the outstanding limited partnership
interests held by the RPE Minority Partners in RPE (the "RPE Acquired
Interests") will be contributed (the "Partnership Contribution") to Parent or a
direct or indirect wholly owned subsidiary of Parent in exchange for an
anticipated approximately 52,000 shares of Parent Class A Common Stock and
approximately $2.8 million in cash. The Partnership Contribution Agreement has
not been finalized and executed as of the date of this Proxy
Statement/Prospectus. This understanding, and the amount of Parent Class A
Common Stock to be issued, assumes a per share valuation of Cablevision of
$119.50 per share and an aggregate valuation of the RPE Acquired Interest of
approximately $9 million. Although Parent and Cablevision expect the Partnership
Contribution to be consummated contemporaneously with the Merger and Parent is
registering on the Registration Statement the shares of Parent Class A Common
Stock that would be issued in the Partnership Contribution, there can be no
assurances as to when, or whether, the Partnership Contribution Agreement will
be finalized and executed or when, or whether, the Partnership Contribution will
be effected.

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THE CONTRIBUTION AND MERGER AGREEMENT

THIS CAPTION DESCRIBES CERTAIN ASPECTS OF THE CONTRIBUTION AND MERGER
AGREEMENT. THIS CAPTION IS NOT A COMPLETE DESCRIPTION OF THE CONTRIBUTION AND
MERGER AGREEMENT AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO THE
CONTRIBUTION AND MERGER AGREEMENT, WHICH IS ATTACHED AS APPENDIX A TO THIS PROXY
STATEMENT/PROSPECTUS AND IS INCORPORATED HEREIN BY REFERENCE. ALL CAPITALIZED
TERMS USED IN THIS CAPTION "THE CONTRIBUTION AND MERGER AGREEMENT" AND NOT
OTHERWISE DEFINED IN THIS PROXY STATEMENT/PROSPECTUS HAVE THE MEANINGS
ATTRIBUTED TO THEM IN THE CONTRIBUTION AND MERGER AGREEMENT. ALL STOCKHOLDERS OF
CABLEVISION ARE URGED TO READ THE CONTRIBUTION AND MERGER AGREEMENT IN ITS
ENTIRETY.

CONSIDERATION TO BE RECEIVED IN THE TRANSACTIONS

Pursuant to the Contribution and Merger Agreement, upon consummation of the
Merger each share of Cablevision Class A Common Stock and Cablevision Class B
Common Stock then issued and outstanding will be converted and will become
exchangeable for one share of Parent Class A Common Stock or one share of Parent
Class B Common Stock, respectively. At the Effective Time, all previously
outstanding Cablevision Common Stock will be canceled and retired, and each
certificate formerly representing Cablevision Common Stock will be deemed to
represent an identical number of shares of a like class of Parent Common Stock.
At the Effective Time, each share of common stock of Merger Sub then issued and
outstanding will be converted into one share of common stock of the Surviving
Corporation. Each share of Cablevision Preferred Stock will remain issued and
outstanding and with the same rights, preferences, limitations and restrictions
as provided for by the Cablevision Certificate.

In addition, the Contribution and Merger Agreement provides that at the
Contribution Closing TCI will transfer to Parent or its designated wholly owned
subsidiaries all of the Acquired Assets and the Contributed Subsidiary Capital
Stock in exchange for an aggregate consideration of 12,235,543 shares of Parent
Class A Common Stock, subject to certain adjustments to prevent dilution. Within
90 days of the Contribution Closing, Parent will prepare a Closing Balance Sheet
which will set forth the Net Adjusted Working Capital. In the event the Net
Adjusted Working Capital is not equal to zero, either Parent is obligated to
make an offsetting payment to TCI to the extent of the amount greater than zero
or TCI is obligated to make an offsetting payment to Parent to the extent of the
amount less than zero.

CORPORATE MATTERS

Pursuant to the Contribution and Merger Agreement, at the Effective Time of
the Merger, the Cablevision Certificate as in effect prior to the Effective Time
will remain the certificate of incorporation of the Surviving Corporation except
that such certificate will be amended so that the name of the Surviving
Corporation will be changed to CSC Holdings, Inc. and the Surviving Corporation
will be authorized to issue 1,000 shares of Common Stock, par value $1.00 per
share and 10,000,000 shares of Preferred Stock, par value $0.01 per share,
200,000 shares of which will be designated as Series A Cumulative Convertible
Preferred Stock and 200,000 shares will be designated as Series B Cumulative
Convertible Preferred Stock. In addition, the Bylaws, officers and directors of
Merger Sub will remain unchanged as the Bylaws, officers and directors of the
Surviving Corporation.

REPRESENTATIONS AND WARRANTIES

The Contribution and Merger Agreement contains various customary
representations and warranties of TCI, Cablevision, Parent and Merger Sub,
certain of which are qualified by a Contributed Systems Material Adverse Effect
standard (as defined below) with respect to TCI and a Parent Material Adverse
Effect standard (as defined below) with respect to Cablevision, Parent and
Merger Sub. Pursuant to the Contribution and Merger Agreement, TCI represents
and warrants to Cablevision, Parent and Merger Sub and Cablevision, Parent and
Merger Sub represent and warrant to TCI regarding, among others, the following
matters: (i) corporate existence and capitalization; (ii) corporate power and
authority; (iii) the execution, delivery and performance of the Contribution and
Merger Agreement and the Stockholders

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Agreement, and the consummation of the Merger, the Contribution and the other
transactions contemplated by the Contribution and Merger Agreement and the
Stockholders Agreement, not violating any law, permit, license or the
organizational document; (iv) financial statements; (v) conduct of businesses;
(vi) pending or threatened actions, investigations or proceedings; (vii) bonus,
deferred compensation, pension, retirement, profit-sharing, thrift, savings,
employee stock ownership, stock bonus, stock purchase, restricted stock, stock
option, employment, termination, severance, compensation, medical, health or
other plan, agreement, policy or arrangement ("Compensation and Benefit Plans");
(vii) compliance with all Laws and all necessary Permits; (viii) the absence of
any action that would prevent the Merger, the Contribution or the Partnership
Contribution from qualifying as an "exchange" within the meaning of Section 351
of the Code; (ix) tax matters; (x) labor matters; (xi) adequacy and maintenance
of insurance coverage; (xii) exemption of the Parent acquisition of the
Contributed Subsidiary Capital Stock from registration under the Securities Act;
(xiii) environmental matters; (xiv) intellectual property rights; (xv) absence
of any brokers' or finders' fees; (xvi) existence and reasonable likelihood of
renewal of cable franchise agreements and compliance in all material respects
with the Communications Act and rules and regulations of the FCC; (xvii) conduct
of all system and microwave performance tests and all Cumulative Leakage Index
("CLI") related tests and compliance in all material respects with all
applicable CLI rules and regulations; (xviii) filing of all statements of
account with the United States Copyright Office and the payment of all required
copyright royalty payments; and (xix) compliance in all material respects with
the FCC's rules and regulations pertaining to maximum permitted rates.

"Contributed Systems Material Adverse Effect" is defined in the Contribution
and Merger Agreement to mean a material adverse effect on the financial
condition, properties, business or results of operations of all of the
Contributed Systems taken as a whole, excluding any such effects proximately
caused by Cablevision or Parent or any of their respective Subsidiaries.

"Parent Material Adverse Effect" is defined in the Contribution and Merger
Agreement to mean a material adverse effect on the financial condition,
properties, business or results of operations of Cablevision and Parent and
their Subsidiaries taken as a whole, excluding such effects proximately caused
by any of the Contributed Entities, TCI or any of its Subsidiaries.

CONDUCT OF BUSINESS PENDING THE TRANSACTIONS

CABLEVISION INTERIM OPERATIONS. The Contribution and Merger Agreement
provides that during the period of time from the date of the Original
Contribution and Merger Agreement until the Contribution Closing, each of
Cablevision and Parent covenants and agrees that it will not: (a) issue, sell,
pledge, dispose of or encumber any capital stock owned by it in any of its
Significant Subsidiaries to an Affiliate of Cablevision or of Parent, except in
certain limited circumstances; (b) amend its certificate of incorporation or
Bylaws, except for the Charter Amendments and for amendments to the Parent
Certificate that conform to the Cablevision Certificate and amendments to the
Parent Bylaws that conform to the Cablevision Bylaws and to the Stockholders
Agreement; (c) split, combine or reclassify its outstanding shares of capital
stock or declare, set aside or pay any dividend or make any distribution payable
in cash, stock or property in respect of any capital stock, except for dividends
payable by any Subsidiary of Cablevision to its direct or indirect Subsidiaries
or on the Cablevision Preferred Stock; (d) repurchase, redeem or otherwise
acquire any shares of its capital stock or any securities convertible into or
exchangeable or exercisable for any shares of its capital stock, except in
connection with any mandatory sinking funds or certain previously disclosed
possible issuances of shares; (e) sell any of its property or assets to an
Affiliate; (f) engage in an Acquisition Transaction (as defined in the
Stockholders Agreement) that would cause the conditions to the Contribution not
to be satisfied; and (g) authorize or enter into any binding agreement or make
any binding commitment (whether oral or written) to take any of the types of
action described in the foregoing paragraphs.

CONTRIBUTED SYSTEMS INTERIM OPERATIONS. The Contribution and Merger
Agreement provides that during the period of time from the date of the Original
Contribution and Merger Agreement until the Contribution Closing, TCI covenants
and agrees that, from and after the execution and delivery of the

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Contribution and Merger Agreement until the consummation of the Contribution
Closing: (a) the business of each of the Company and its Subsidiaries with
respect to the Contributed Systems will be conducted in the ordinary and usual
course of business, and TCI will use all reasonable best efforts to preserve
each of the Contributed Entities' and each of the Contributed System Entities'
business organization intact and maintain the Contributed Systems' existing
relations and goodwill with customers, suppliers, distributors, subscribers,
creditors, lessors, employees and business associates; and (b) TCI will, and
will cause each of its Subsidiaries to, operate in all material respects in
accordance with the 1997 operating and capital budget plan relating to the
Contributed Systems (the "1997 Budget") and, in calendar year 1998, the 1998
operating and capital budget plan relating to the Contributed Systems (which
will be the same in all material respects as the 1997 Budget, unless Parent will
otherwise approve in writing).

TCI has further covenanted and agreed that it will cause each of its
Subsidiaries not to, with respect to the Contributed Systems or the Contributed
Entities, except as otherwise expressly contemplated in the Contribution and
Merger Agreement: (a) sell, lease, transfer or otherwise dispose of any material
assets or property of any of any of the Contributed Entities or of any of the
Company or its Subsidiaries relating to the Asset Contributed Systems, waive or
release any rights of material value related to the business of any of the
Contributed Entities or of any of the Company or its Subsidiaries relating to
the Asset Contributed Systems, or cancel, compromise, release or assign any
material debt or claim relating to the business of any of the Contributed
Entities, or related to the business of the Asset Contributed Systems, in each
case except in the ordinary and usual course of business; (b) subject to or
suffer to exist any Lien on any of the assets of any of the Contributed Entities
or on any of the assets of any of the Company or its Subsidiaries related to the
Asset Contributed Systems outside of the ordinary and usual course of business,
except for certain Contributed Systems Permitted Liens; (c) institute, settle or
agree to settle any litigation, action or proceeding before any court or
Governmental Entity that could impose any material obligations or restrictions
on any of the Contributed Entities or on any of the Acquired Assets or Assumed
Liabilities following the Contribution Closing or prevent or materially burden
or materially impair the ability of TCI to consummate the Contribution and the
other transactions contemplated by the Contribution and Merger Agreement; (d)
make any material change in the overall selling, pricing, advertising,
distribution, marketing, programming, affiliation, warranty or personnel
practices relating to any Contributed System; (e) except for bonuses that will
not be the responsibility of or require any payment by Parent or any of its
Subsidiaries, grant any increase in compensation or fringe benefits, or pay or
agree to pay any pension or retirement allowance, life insurance premium or
other benefit payment not required by any existing employment agreement or
Compensation and Benefit Plan to any such Employees or other person, commit
itself to make variations in or waivers with respect to, or amend in any
respect, any employment agreement or Compensation and Benefit Plan with or for
the benefit of any Employee or other person, or institute or adopt any
compensation or benefit program, plan or arrangement for Employees or other
persons; (f) issue, sell, pledge, dispose of or encumber any capital stock owned
by it in any of the Contributed Entities, or amend its or any of the Contributed
System Entities' certificate of incorporation, Bylaws or similar organizational
documents, or engage in a recapitalization or repurchase of its outstanding
shares of capital stock or any securities convertible into or exchangeable or
exercisable for any shares of any Contributed Entities' capital stock; (g)
issue, sell, dispose of or otherwise subject to a Lien any shares of, or
securities convertible into or exchangeable or exercisable for, or options,
warrants, conversion rights, calls, commitments or rights of any kind to
acquire, any shares of any of the Contributed Entities' capital stock of any
class or any other property or assets of any of the Contributed Entities or the
Asset Contributed Systems or give any person a right to subscribe for or acquire
any shares of capital stock or other equity interest of any of the Contributed
Entities; (h) by any means, make any acquisition of, or investment in, stock or
equity of any other person or, other than in the ordinary course of business,
acquire or invest in any assets of any person other than a Contributed Entity or
a Contributed System Entity; (i) permit any insurance policy naming it as a
beneficiary or a loss payable payee to be canceled or terminated or any of the
coverage thereunder to lapse, unless simultaneously with such termination or
cancellation, replacement policies providing substantially the same coverage are
in full force and effect; (j) in any material respect, amend or modify the 1997
Budget or the operating and capital budget plan for

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1998; (k) enter into any Contracts that would be binding upon or otherwise
restrict the business or operations of any of the Contributed Entities or any of
the Asset Contributed Systems after the Contribution Closing other than
Contracts that are fair to and on commercially reasonable terms for such
Contributed Subsidiary; (l) declare or distribute any cash dividend or other
distribution of the Fibertech Cash other than to a Contributed Entity; or (m)
authorize or enter into any binding agreement or make any binding commitment
(whether oral or written) to take any of the types of actions described in the
foregoing paragraphs.

CERTAIN COVENANTS

INDEBTEDNESS; TCI RESTRUCTURING. Prior to the Contribution Closing, TCI
will take any and all actions necessary or appropriate so that the Contributed
Entities will have no, and the Asset Contributed Systems will not be subject to
any, outstanding Indebtedness as of the Contribution Closing, other than (a) an
aggregate amount of debt for borrowed money not to exceed $669,000,000 (i.e.,
the Assumed Debt) at the consummation of the Contribution Closing, (b) any debt
obligations or other liabilities solely among the Contributed Entities and (c)
other not material liabilities. The Assumed Debt will be due and payable in full
as of the Contribution Closing.

Prior to the Contribution Closing, TCI will take certain actions so that,
immediately prior to the Contribution Closing, all of the Asset Contributed
Systems will be owned by the Contributed System Entities, all of the Included
Contributed Systems will be owned by the Contributed Subsidiaries and all of the
outstanding capital stock or other equity interests of the Contributed
Subsidiaries will be owned by TCI or one or more of its Subsidiaries.

BENEFITS; EMPLOYEES. Parent or Cablevision may, but will have no obligation
to, employ or offer employment to any employee engaged in the business of a
Contributed System, including employees engaged in advertising sales for a
Contributed System. Pursuant to the Contribution and Merger Agreement, TCI will
pay or cause to be paid to all employees employed in the Contributed Systems all
compensation, including salaries, commissions, bonuses, deferred compensation,
severance, insurance, pensions, profit sharing, vacation, sick pay and other
compensation or benefits to which they are entitled for periods prior to the
Contribution Closing.

TCI will remain solely responsible for, and will indemnify and hold harmless
Parent and Cablevision from and against all losses arising from or with respect
to, all salaries and all severance, vacation, medical, sick, holiday,
continuation coverage and other compensation or benefits to which its employees
may be entitled, whether or not such employees may be hired by Cablevision, as a
result of their employment by it prior to the Contribution Closing, the
termination of their employment prior to the Contribution Closing, the
obligation, if any, to notify and/or bargain with any labor organization, the
consummation of the transactions contemplated hereby or pursuant to any
applicable legal requirement (including without limitation WARN) or otherwise
relating to their employment prior to the Closing Time.

The Contribution and Merger Agreement provides further that Parent will,
after the Contribution Closing, provide employee benefit plans, programs and
policies to Hired Employees that, in the aggregate, will provide benefits to
such employees that are no less favorable in the aggregate than those provided
to similarly situated employees of Parent and its Subsidiaries. TCI will retain
all obligations for payment of long- or short-term disability claims arising
from disabilities that occurred prior to the Contribution Closing and up until
such time as the employee returns to work with one of the Contributed Entities.

INDEMNIFICATION OF DIRECTORS AND OFFICERS. Pursuant to the Contribution and
Merger Agreement, Parent will indemnify and hold harmless, to the fullest extent
permitted under applicable law (and Parent will also advance expenses as
incurred to the fullest extent permitted under applicable law), each present and
former director and officer of Cablevision and its Subsidiaries against any
costs or expenses, judgments, fines, losses, claims, damages or liabilities
incurred in connection with any claim, action, suit, proceeding or
investigation, whether civil, criminal, administrative or investigative, arising
out of or pertaining to matters existing or occurring at or prior to the
Effective Time, whether asserted or claimed

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prior to, at or after the Effective Time to the fullest extent that Cablevision
or such Subsidiary would have been permitted as of the date hereof to indemnify
such person.

The Surviving Corporation or Parent will maintain Cablevision's officers'
and directors' liability insurance on substantially the same terms as in
existence on the date hereof for a period of six years after the Effective Time
so long as such insurance can be obtained on commercially reasonable terms.

BOARD RECOMMENDATION, STOCKHOLDERS MEETING AND VOTING. Pursuant to the
Contribution and Merger Agreement Cablevision will take all applicable actions
in accordance with Delaware law and its certificate of incorporation and Bylaws
to convene and hold a stockholders meeting promptly after the Registration
Statement has been declared effective. Subject to their fiduciary obligations
and applicable law, each of Cablevision's and Parent's Board of Directors has
agreed to recommend the approval of the Merger and the Issuance.

Cablevision, Parent and Tele-Communications have also agreed to vote or
cause to be voted any shares of capital stock of Merger Sub, the Surviving
Corporation and Parent, respectively, in favor of the adoption and approval of
the Contribution and Merger Agreement and the related transactions.

AMEX LISTING; DE-LISTING OF CABLEVISION CLASS A COMMON STOCK. Pursuant to
the Contribution and Merger Agreement, Cablevision and Parent will use their
respective best reasonable efforts to cause the shares of Parent Common Stock to
be issued in the Merger and pursuant to the Stock Contribution (including any
shares of Parent Common Stock issuable upon conversion, exercise or exchange of
securities of Parent) to be approved for listing on AMEX subject to official
notice of issuance, prior to the closing date. Parent will use its best efforts
to cause the Cablevision Class A Shares to be de-listed from AMEX and
de-registered under the Exchange Act as soon as practicable after the effective
time.

CERTAIN CONDITIONS

MERGER CONDITIONS. The respective obligations of Cablevision, Parent and
Merger Sub to effect the Merger are subject to the satisfaction or waiver by
Cablevision at or prior to the Effective Time of each of the following
conditions: (i) the Contribution and Merger Agreement having been duly approved
and adopted by holders of Cablevision Common Stock constituting the relevant one
of the Parent Requisite Votes and having been duly approved by the sole
shareholder of Merger Sub in accordance with applicable law and the certificate
of incorporation and Bylaws of each such corporation; (ii) the shares of Parent
Common Stock issuable to the Cablevision stockholders pursuant to the Merger
having been authorized for listing on the AMEX upon official notice of issuance;
(iii) all notices, reports and filings required to be made prior to the
Effective Time by Cablevision or any of its Subsidiaries with, and all consents,
registrations, approvals, permits and authorizations required to be obtained
prior to the Effective Time by Cablevision or any of its Subsidiaries from, any
Governmental Entity having been made or obtained, as the case may be; (iv) no
court or Governmental Entity of competent jurisdiction having enacted, issued,
promulgated, enforced or entered any law, statute, ordinance, rule, regulation,
judgment, decree, injunction or other order (whether temporary, preliminary or
permanent) that is in effect and that restrains, enjoins or otherwise prohibits
consummation of the Merger; (v) the Registration Statement having become
effective under the Securities Act and no stop order suspending such
effectiveness having been issued, and no proceedings for that purpose having
been initiated or be threatened, by the Commission; (vi) Parent having received
all state securities and "blue sky" permits and approvals necessary to
consummate the Merger; (vii) Cablevision having obtained the consent or approval
of each person whose consent or approval will be required in order to consummate
the Merger under certain Contracts; (viii) Cablevision having obtained the
consent or approval of each person whose consent or approval will be required
under any Contract to which Cablevision or any of its Subsidiaries is a party,
except those for which the failure to obtain such consent or approval,
individually or in the aggregate, is not reasonably likely to have a Parent
Material Adverse Effect or is not reasonably likely to prevent or to materially
burden or materially impair the ability of Cablevision, Parent or Merger Sub to
consummate the Merger; (ix) Parent having received the opinion of Sullivan &
Cromwell, counsel to Parent, dated the date of the Merger Closing, to the effect
that the Merger will be treated for federal income tax purposes as an exchange
governed by Section 351 of

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the Code; and (x) all of the conditions precedent to the obligations of Parent
and TCI to effect the Contribution having been fulfilled or irrevocably waived
or will be capable of being fulfilled promptly following the Effective Time or
at the Contribution Closing.

PARENTS AND TCI'S CONDITIONS TO THE CONTRIBUTION. The respective
obligations of Parent and TCI to effect the Contribution are subject to the
satisfaction or waiver at or prior to the Contribution Closing of each of the
following conditions: (i) the issuance of the Parent Common Stock in connection
with the Contribution having been approved by the relevant one of the Parent
Requisite Votes; (ii) all required filings under the HSR Act having been made
and any applicable waiting period under the HSR Act having expired or having
been terminated; (iii) all notices, reports and other filings required to be
made prior to the Contribution Closing by Cablevision, Parent or TCI or any of
their respective Subsidiaries with, and all consents, registrations, approvals,
permits and authorizations required to be obtained prior to the Contribution
Closing by Cablevision, Parent or TCI or any of their respective Subsidiaries
from, (a) the franchise authorities with respect to 100% of the total
subscribers in the Contributed Systems and the Parent Systems in connection with
the execution and delivery of the Contribution and Merger Agreement and the
consummation of the Contribution having been made or obtained, as the case may
be, and (b) any Governmental Entity, which non-franchise authority reports,
filings, consents, registrations, approvals, permits and authorizations are
required, having been made or obtained, as the case may be. Notwithstanding the
condition precedent in the foregoing clause (iii)(a), in the event that
consents, approvals and authorizations are obtained with respect to at least 90%
of the total subscribers in the Contributed Systems and the Parent Systems,
Parent may, in its sole discretion, waive such condition, which will then be
deemed satisfied and fulfilled, and Cablevision, Parent and TCI will cooperate
with each other and use all reasonable best efforts to minimize any adverse
effects that may result from consummating the Contribution Closing without
having obtained all consents, approvals and authorizations from franchise
authorities and in furtherance thereof will negotiate in good faith to
implement, if necessary, a transaction structure so that after the Contribution
Closing the aggregate net economic benefit of all of the Contributed Systems
inure to the benefit of and accrue to Parent with requisite control of
Contributed Systems remaining with TCI or its Subsidiaries. The following
conditions are also conditions to the obligations of TCI to effect Contribution:
(a) all notices, reports and filings required to be made prior to the
Contribution Closing by Cablevision, Parent or TCI or any of their respective
Subsidiaries with, and all other consents, registrations, approvals, permits and
authorizations required to be obtained prior to the Contribution Closing by
Cablevision, Parent or TCI or any of their respective Subsidiaries from, any
Governmental Entity in connection with the execution and delivery of the
Contribution and Merger Agreement and the consummation of the Contribution
having been made or obtained (as the case may be), except those that the failure
to make or to obtain are not, individually or in the aggregate, reasonably
likely to have a Parent Material Adverse Effect or a Contributed Systems
Material Adverse Effect or to provide a reasonable basis to conclude that the
parties hereto or any of their affiliates or respective directors, officers,
agents, advisors or other representatives would be subject to the risk of
criminal liability; (b) no court or Governmental Entity of competent
jurisdiction having enacted, issued, promulgated, enforced or entered any Order
that restrains, enjoins or otherwise prohibits consummation of the Contribution,
and no Governmental Entity having instituted any proceeding seeking any such
Order; (c) the Merger Closing having been consummated contemporaneously with the
Contribution Closing; (d) the Parent Class A Common Stock issuable to TCI or the
relevant transferor(s) in the Issuance having been authorized for listing on the
AMEX upon official notice of issuance; and (e) the Stockholders Agreement having
been executed and delivered by the parties thereto.

PARENT'S CONDITIONS TO THE CONTRIBUTION. The obligations of Parent to
effect the Contribution are subject to the satisfaction or waiver by Parent at
or prior to the Contribution Closing of the following conditions: (a) the
representations and warranties of TCI set forth in the Contribution and Merger
Agreement being true and correct and Parent having received a certificate signed
on behalf of TCI by the President or any Vice President of TCI to such effect;
PROVIDED, HOWEVER, that such conditions will be deemed satisfied even if such
representations or warranties are not so true and correct unless the failure of

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such representations or warranties to be so true and correct, individually or in
the aggregate, has had, or is reasonably likely to have, a Contributed Systems
Material Adverse Effect or is reasonably likely to prevent or to materially
burden or materially impair the ability of TCI to consummate the Contribution;
(b) TCI having performed in all material respects all obligations required to be
performed by it under the Contribution and Merger Agreement at or prior to the
date of the Contribution Closing, and Parent having received a certificate
signed on behalf of TCI by the President or any Vice President of TCI to such
effect; (c) TCI having obtained the consent or approval of each person whose
consent or approval is required in order to consummate the Contribution under
certain identified Contracts; (d) TCI having obtained the consent or approval of
each person whose consent or approval is required in order to consummate the
Contribution under any other Contract to which the Contributed Entities, TCI or
any of its Subsidiaries is a party, except those for which the failure to obtain
such consent or approval, individually or in the aggregate, is not reasonably
likely to have a Contributed Systems Material Adverse Effect or is not
reasonably likely to prevent or to materially burden or materially impair the
ability of TCI to consummate the Contribution; (e) Parent having received an
opinion of Sherman & Howard L.L.C., counsel to TCI, dated the date of the
Contribution Closing, in a form reasonably satisfactory to Parent; (f) Parent
having received: certificates representing all of the Contributed Subsidiary
Capital Stock, duly endorsed in blank for transfer or accompanied by stock
powers duly executed in blank, with signatures properly guaranteed and with any
requisite stock transfer and other documentary stamps attached, and any other
documents that are necessary to transfer to Parent good title to all of the
Contributed Subsidiary Capital Stock; certificates representing all of shares of
capital stock for any Subsidiaries of the Contributed Subsidiaries; all of the
minute books and any corporate seals of the Contributed Entities, true and
complete up to the date of the Contribution Closing; a "long form good standing"
or similar certificate or telegram for each of the Contributed Entities,
certified by the Secretary of State or similar authority of the jurisdiction of
organization for each such person, each dated as of a date that is not more than
10 business days prior to the date of the Contribution Closing; a certificate
signed on behalf of TCI by the President or any Vice Present of TCI certifying
to certain matters; all necessary deeds, bills of sale, assumption agreements
and other instruments required for the effective transfer and assignment of the
Acquired Assets; and the resignations of each director and officer of the
Contributed Entities designated in writing by Parent within one business day of
the date of the Contribution Closing; and (g) all of the transactions
contemplated by the TCI Restructuring having been consummated in all material
respects.

TCI'S CONDITIONS TO THE CONTRIBUTION. The obligation of TCI to effect the
Contribution is subject to the satisfaction or waiver by TCI at or prior to the
Contribution Closing of the following conditions: (a) the representations and
warranties of Cablevision, Parent and Merger Sub set forth in the Contribution
and Merger Agreement being true and correct and TCI having received a
certificate signed on behalf of Cablevision, Parent and Merger Sub by the
President or any Vice President of Parent to such effect; PROVIDED, HOWEVER,that
such condition will be deemed satisfied even if such representations or
warranties are not so true and correct unless the failure of such
representations or warranties to be so true and correct, individually or in the
aggregate, has had, or is reasonably likely to have, a Parent Material Adverse
Effect or is reasonably likely to prevent or to materially burden or materially
impair the ability of Parent to consummate the Contribution; (b) each of
Cablevision, Parent and Merger Sub having performed in all material respects all
obligations required to be performed by it under this Agreement at or prior to
the date of the Contribution Closing, and TCI having received a certificate
signed on behalf of Cablevision, Parent and Merger Sub by the President or any
Vice President of Parent to such effect; (c) Parent and Cablevision having
obtained the consent or approval of each person whose consent or approval is
required in order to consummate the Contribution under certain identified
Contracts; (d) Parent and Cablevision having obtained the consent or approval of
each person whose consent or approval is required in order to consummate the
Contribution under any other Contract to which Cablevision or Parent or any of
its Subsidiaries is a party, except those for which failure to obtain such
consents and approvals, individually or in the aggregate, is not reasonably
likely to have a Parent Material Adverse Effect or is not reasonably likely to
prevent or to materially burden or materially impair the ability of Cablevision
or Parent to consummate the Contribution; (e) TCI having received an opinion of
Sullivan & Cromwell, counsel to

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Parent, dated the date of the Contribution Closing, in a form reasonably
satisfactory to TCI; (f) TCI having received the opinion of Sherman & Howard
L.L.C., counsel to TCI, dated the date of the Contribution Closing, to the
effect that the Contribution will be treated for federal income tax purposes as
an exchange governed by Section 351 of the Code; (g) the Cash Flow Ratio (as
defined in the Stockholders Agreement) of Parent, on a pro forma basis after
giving effect to the Contribution, not being in excess of the Cash Flow Ratio
Threshold (as defined in the Stockholders Agreement); and (h) the receipt by TCI
of an Assumption Agreement executed by Parent giving effect to Parent's
assumption of the Assumed Liabilities.

MODIFICATION OR AMENDMENT; WAIVER OF CONDITIONS; EXTENSION

The Contribution and Merger Agreement provides that, subject to the
provisions of applicable Law, at any time prior to the Effective Time with
respect to the Merger or the consummation of the Contribution Closing with
respect to the Contribution, the parties to the Contribution and Merger
Agreement may modify or amend the Contribution and Merger Agreement by written
agreement executed and delivered by duly authorized officers of the respective
parties. The Contribution and Merger Agreement also provides that the conditions
to each of the parties' obligations to consummate the Merger are for the sole
benefit of such party and such party may waive such conditions in whole or in
part to the extent permitted by applicable Law.

TERMINATION

The Contribution and Merger Agreement may be terminated and any and all of
the transactions contemplated therein may be abandoned at any time prior to
their respective Closings by mutual written consent of TCI and Cablevision
through an action of their respective Boards of Directors. Further, Cablevision
may by action of the Cablevision Board of Directors terminate the Contribution
and Merger Agreement, and TCI may by action of the TCI Board of Directors
terminate its and Tele-Communications', obligations and rights under the
Contribution and Merger Agreement, and the Transactions (in the case of a
termination by Cablevision) and the Contribution (in the case of a termination
by TCI, may be abandoned at any time prior to their respective Closings if: (a)
the Transactions (in the case of Cablevision) or the Contribution (in the case
of TCI) have not been consummated by December 31, 1998 (the "Termination Date");
(b) the necessary stockholder approvals have not been obtained; (c) any Order
permanently restraining, enjoining or otherwise prohibiting consummation of the
Contribution (in the case of TCI) or any of the Transactions (in the case of
Cablevision) is final and non-appealable whether before or after the approval by
Cablevision's stockholders; PROVIDED that the right to terminate any or all of
the Contribution and Merger Agreement is not available to any party that has
breached in any material respect its obligations under the Contribution and
Merger Agreement in any manner that will have proximately contributed to the
occurrence of the failure of the Transactions to be consummated.

In addition, TCI may by action of its Board of Directors terminate its and
Tele-Communications' obligations and rights under the Contribution and Merger
Agreement and the Contribution may be abandoned at any time prior to the
Contribution Closing, whether before or after the approval by Cablevision's
stockholders, if there has been a material breach by Cablevision, Parent or
Merger Sub of any representation, warranty, covenant or agreement contained in
the Contribution and Merger Agreement that is not curable or, if curable, is not
cured within 30 days after written notice of such breach is given by TCI or
Tele-Communications to the party committing such breach. Similarly, the
Contribution and Merger Agreement may be terminated and the Transactions may be
abandoned at any time prior to their respective Closings, whether before or
after the approval by Cablevision's stockholders, by action of the Board of
Directors of Cablevision if there has been a material breach by TCI or
Tele-Communications of any representation, warranty, covenant or agreement or by
TCI or Tele-Communications of any covenant or agreement contained in the
Contribution and Merger Agreement that is not curable or, if curable, is not
cured within 30 days after written notice of such breach is given by Parent to
the party committing such breach.

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In the event of termination of the Contribution and Merger Agreement and the
abandonment of the Contribution pursuant to the Contribution and Merger
Agreement as described above, the Contribution and Merger Agreement will become
void and of no effect with no liability on the part of any party thereto (or of
any of its directors, officers, employees, agents, legal and financial advisors
or other representatives); PROVIDED, HOWEVER, that no such termination will
relieve any party thereto of any liability or damages resulting from any breach
of the Contribution and Merger Agreement.

EXPENSES

The Contribution and Merger Agreement provides that the Surviving
Corporation will pay all charges and expenses in connection with the transfer of
Cablevision Common Stock, and Parent will reimburse the Surviving Corporation
for such charges and expenses. Cablevision and TCI will each be responsible for
one-half of the costs and reasonable expenses associated with the audit and
preparation of audited and unaudited financial statements in form and substance
as is required in connection with this Proxy/ Prospectus Statement; PROVIDED
that if the Contribution Closing is not consummated other than as a result of a
breach or default by Cablevision, Parent or Merger Sub, TCI will be responsible
and pay or reimburse all of such costs and expenses. In addition, any liability
arising out of the New York State or City Real Property Transfer Tax, in
connection with the filing fees under the HSR Act relating to the Contribution
and in respect of any transfer taxes relating to the transfer of the Contributed
Subsidiary Capital Stock, if applicable and due, will be borne by TCI, on the
one hand, and Cablevision or Parent, on the other hand, in equal one-half
shares. All other costs and expenses incurred in connection with the
Contribution and Merger Agreement and the Transactions and the other
transactions contemplated by the Contribution and Merger Agreement, whether or
not any of the Transactions are consummated, will be paid by the party incurring
such expense.

STOCK OPTIONS; CONJUNCTIVE RIGHTS

Pursuant to the Contribution and Merger Agreement, at the Effective Time,
each outstanding Cablevision Option, whether vested or unvested, will be deemed
to constitute an option to acquire, on the same terms and conditions as were
applicable under such Cablevision Option, the same number of shares of Parent
Common Stock subject to the Cablevision Option and at the same exercise price in
effect immediately prior to the Effective Time. In addition, each of the
outstanding "conjunctive stock appreciation rights" and "bonus award shares" of
Cablevision, whether vested or unvested, will at the Effective Time be deemed to
constitute a conjunctive stock appreciation right or bonus award share of
Parent, as the case may be, on the same terms and conditions as were applicable
under such conjunctive stock appreciation right or bonus award share of
Cablevision, as the case may be, as in effect immediately prior to the Effective
Time.

At the Effective Time, Parent will assume each Cablevision Option and
conjunctive stock appreciation right or bonus award share of Cablevision in
accordance with the terms of the Cablevision Stock Plans and other arrangements,
as the case may be, under which it was issued and the stock option agreement or
other agreement, as the case may be, by which it is evidenced. At or prior to
the Effective Time, Parent will take all corporate action necessary to reserve
for issuance a sufficient number of shares of Parent Common Stock for delivery
upon exercise of Cablevision Options assumed by it in accordance with this
Section. As soon as practicable after the Effective Time, Parent will file a
registration statement on Form S-3 or Form S-8, as the case may be, or another
appropriate form with respect to the Parent Common Stock subject to such
Cablevision Options, and will use its best efforts to maintain the effectiveness
of such registration statements for so long as such Cablevision Options remain
outstanding.

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CERTAIN RELATED AGREEMENTS

THE STOCKHOLDERS AGREEMENT

THIS CAPTION DESCRIBES CERTAIN ASPECTS OF THE STOCKHOLDERS AGREEMENT. THIS
CAPTION IS NOT A COMPLETE DESCRIPTION OF THE STOCKHOLDERS AGREEMENT AND IS
QUALIFIED IN ITS ENTIRETY BY REFERENCE TO THE COMPLETE TEXT OF THE STOCKHOLDERS
AGREEMENT, WHICH IS ATTACHED AS APPENDIX B TO THIS PROXY STATEMENT/PROSPECTUS
AND IS INCORPORATED HEREIN BY REFERENCE. ALL CAPITALIZED TERMS USED IN THIS
CAPTION "--THE STOCKHOLDERS AGREEMENT" BUT NOT OTHERWISE DEFINED IN THIS PROXY
STATEMENT/PROSPECTUS HAVE THE MEANINGS ATTRIBUTED TO THEM IN THE STOCKHOLDERS
AGREEMENT. ALL STOCKHOLDERS OF CABLEVISION ARE URGED TO READ THE STOCKHOLDERS
AGREEMENT IN ITS ENTIRETY.

The consummation of the Merger is conditioned on Parent, Tele-Communications
and the Class B Stockholders (as defined below) entering into the Stockholders
Agreement. The "Class B Stockholders" means Dolan, Charles F. Dolan 1997 Grantor
Retained Annuity Trust, Dolan Descendants Trust, Dolan Progeny Trust, Dolan
Grandchildren Trust, Dolan Spouse Trust, DC Kathleen Trust, DC Deborah Trust, DC
Marianne Trust, DC Patrick Trust, DC Thomas Trust, DC James Trust, CFD Trusts
No. 1 through 6 and CFD Trust No. 10. The Stockholders Agreement has not been
executed or delivered as of this date. However, Parent, Tele-Communications and
the Class B Stockholders have agreed to execute and deliver the Stockholders
Agreement prior to the Contribution Closing. As noted earlier in this Proxy
Statement/ Prospectus, the transferors of the Contributed Businesses, each of
which will be receiving Parent Class A Common Stock in the Issuance, are
collectively referred to as the Investor for all purposes under, and will be
parties to, the Stockholders Agreement.

STANDSTILL PROVISIONS. The Investor will not, and will not permit any of
its Subsidiaries or any of its Affiliates or Associates to: (a) form, join or
participate in, or encourage the formation of, a Group with respect to any
Shares, other than a Group consisting solely of the Investor, or Affiliates or
Associates of the Investor, of Class B Stockholders or of Qualified Parties of
Class B Stockholders or the Investor; (b) subject to certain exceptions, deposit
any Shares into a voting trust or subject any such Shares to any arrangement or
agreement with respect to the voting or Transfer thereof; (c)(i) except for
Shares acquired in the Issuance or upon exercise of Tele-Communications'
consultation or the Investor's preemptive rights, purchase or otherwise acquire
Beneficial Ownership of or otherwise Beneficially Own any Voting Securities of
Parent such that the Investor, together with its Affiliates, will Beneficially
Own 10% or more of the Parent Class A Common Stock or (ii) at any time purchase
or otherwise acquire any Shares in violation of Regulation M under the Exchange
Act and the policies of the Commission promulgated thereunder; (d) effect or
agree to effect any reduction in its equity interest in Parent for up to 180
days following delivery by Parent of a written notice that Parent is proposing
to consummate a business combination to be accounted for as a pooling of
interests; or (e) advise, assist or knowingly encourage, induce or attempt to
encourage or induce any other person to take any actions referred to in the
foregoing clauses (a) through (d).

SHARE TRANSFER RESTRICTIONS. The Investor will not Transfer, in any single
transaction or group of related transactions, any Shares that are Beneficially
Owned by the Investor, except for a Transfer in connection with a Holding
Company Merger or in exercise of its tag-along rights or for a Transfer that
complies with any of the following: (a) a Transfer (i) of all (but not less than
all) of such Shares to any Controlled Subsidiary of Tele-Communications or (ii)
of all or any of such Shares to a Subsidiary all of the Voting Securities and
all of the equity securities (other than preferred stock held by institutional
or public investors) of which are Beneficially Owned, directly or indirectly, by
Tele-Communications, PROVIDED that contemporaneously with any such Transfer such
Controlled Subsidiary becomes a party to a counterpart of the Stockholder
Agreement and the Investor and Tele-Communications guarantee the performance of
all obligations of such Controlled Subsidiary under the Stockholders Agreement;
(b) a Transfer of all or any of such Shares to any person if such person,
together with the Affiliates and Associates of such person, will not
Beneficially Own, after giving effect to such Transfer, Voting Securities of
Parent constituting 10% or more of the outstanding Parent Class A Common Stock
or Shares constituting 5% or more of the

53
<PAGE>
Outstanding Share Capital; PROVIDED, THAT, that the Investor will not, and will
not suffer or permit any Subsidiaries of the Investor to or, to the extent the
Investor has the power to prevent, permit any Affiliates or Associates of the
Investor to, in any case, form, join or participate in or encourage the
formation of a Group with such person or any Affiliates or Associates of such
person; (c) a sale of all or any of such Shares to any person that is conducted
publicly through one or more registered broker-dealers over the AMEX or such
other stock exchange or inter-dealer quotation service where Parent Class A
Common Stock may be listed or quoted pursuant to which the sale of such Shares
will be in a manner to effect a broad distribution, with such distribution
certified to Parent by the lead broker-dealer in any such sale; (d) a Transfer
of all or any of such Shares to underwriters in connection with an underwritten
public offering of such Shares on a firm commitment basis registered under the
Securities Act pursuant to which the sale of such Shares will be in a manner to
effect a broad distribution, with such distribution certified to Parent by the
lead or managing underwriter or underwriters in any such offering; (e) a
Transfer of all or any of such Shares to Parent or any Controlled Subsidiary of
Parent; (f) for so long as the Parent Class B Common Stock is entitled in
accordance with its terms to elect 75% of the Board, a Transfer of all or any of
such Shares to any Class B Stockholder; (g) a Transfer of all or any of such
Shares in a pledge of such Shares to a financial institution to secure
borrowings, PROVIDED that contemporaneously with such pledge, such financial
institution agrees with Parent that upon any foreclosure on such pledge it will
be bound by the obligations of Tele-Communications and the Investor under the
Stockholders Agreement; or (h) a Transfer of all (but not less than all) of such
Shares to any person after complying with all of the provisions set forth in
Section 9 of the Stockholders Agreement relating to Parent's consultation
rights; PROVIDED, that contemporaneously with such Transfer (i) such person
becomes a party to a counterpart of this Agreement as "the Investor," (ii) if
such person is a Subsidiary of any other person that is not a natural person,
the Ultimate Parent Entity of such person will also become a party to a
counterpart of the Stockholders Agreement and assume all obligations of
Tele-Communications thereunder and (iii) such person causes to be delivered to
Parent a legal opinion of counsel of national standing, in form and substance
reasonably acceptable to Parent, as to specified matters.

THE INVESTOR'S CONSULTATION RIGHTS. Until the earlier of either the date
when the Investor ceases to be entitled to nominate two Investor Directors or
the date that is ten years from the date of the Stockholders Agreement, the
Investor, Parent and the Class B Stockholders will have the following rights and
obligations: (a) prior to any of (i) the Class B Stockholders effecting a
Transfer (other than in a BONA FIDE pledge or grant of security interest to a
financial institution to secure borrowings) of Shares to any person (other than
any Class B Stockholder or any Qualified Parties or Controlled Subsidiaries of
any Class B Stockholders) in any transaction or series of transactions pursuant
to which there is a Transfer of Shares that would constitute at least 10% of the
Total Voting Power, (ii) Parent or its Subsidiaries effecting a Transfer (other
than in a BONA FIDE pledge or grant of security interest to a financial
institution to secure borrowings) of Beneficial Ownership of capital stock or
other equity interests in any Restricted Subsidiary other than to Parent or to a
Controlled Subsidiary or the stockholders of Parent or (iii) Parent or its
Subsidiaries effecting a Transfer (other than in a bona fide pledge or grant of
security interest to a financial institution to secure borrowings) of a
substantial portion of the assets of Parent or any Restricted Subsidiary other
than to Parent or to a Controlled Subsidiary of Parent (collectively, a
"Transfer Transaction"), Parent or the Class B Stockholder desiring to make such
a Transfer will first notify the Investor in writing (a "Proposal Notice") of
the possibility of such a transaction and the number of and a description of the
interests contemplated to be Transferred; (b) following the Investor's receipt
of the Proposal Notice, Parent or the Class B Stockholder sending the notice
will discuss with the Investor the possibility of effecting a Transfer
Transaction with the Investor. If the Investor wishes to pursue such a
transaction and is capable of completing a Transfer Transaction, then, for a
period of 30 days after the Investor's receipt of the Proposal Notice (or such
shorter period if the Investor responds in writing that it is not interested in
pursuing such a transaction), Parent or the Class B Stockholder will negotiate
in good faith and exclusively with the Investor to determine whether it is
possible to agree to a Transfer Transaction with the Investor but will not be
obligated to enter into any agreement with the Investor to do so. Parent or

54
<PAGE>
the Class B Stockholder will be free to negotiate and to initiate and hold
discussions with other potential purchasers at any time before the Proposal
Notice or after the expiration of such 30-day or shorter period and may agree to
enter into a Transfer Transaction at any time after the expiration of such
30-day or shorter period even if such Transfer Transaction has a lower value to
Parent or the Class B Stockholder than any transaction proposed by the Investor.
The Investor agrees to keep confidential the fact that Parent or a Class B
Stockholder is considering effecting a Transfer Transaction, the possible terms
thereof and any confidential information obtained by the Investor in pursuing
negotiations contemplated by the "consultation rights" or otherwise obtained
from Parent or any of the Class B Stockholders or their respective
representatives.

THE INVESTOR'S TAG-ALONG RIGHTS. For so long as the Parent Class B Common
Stock is entitled in accordance with its terms to elect 75% of the Board, the
Investor will be entitled to participate in a Tag-Along Transaction (as defined
below).

If any Class B Stockholder proposes to Transfer any Shares Beneficially
Owned by it to any person (other than any Class B Stockholder or any Qualified
Parties or Controlled Subsidiaries of any Class B Stockholders) in a transaction
or series of transactions pursuant to which such person, together with
Affiliates and Associates of such person (a "Tag-Along Transaction"), would
become the Beneficial Owner of Voting Securities of Parent that have the power
to cast at least 50% of the votes entitled to be cast in elections of directors
of Parent, the Investor will be given the opportunity and will have the right to
Transfer such number (but no less or more than such number) of the Shares then
Beneficially Owned by the Investor that is the same in proportion to (x) the
total number of Shares that are Beneficially Owned by the Investor as the
proportion of the number of Shares proposed to be Transferred by the Class B
Stockholders concurrently to such person in the transaction or series of
transactions constituting the Tag-Along Transaction as compared to (y) the total
number of Shares that are Beneficially Owned by all of the Class B Stockholders
on terms and conditions identical in all material respects to those applicable
to such Class B Stockholder in connection with such Transfer. Any such Class B
Stockholder will give written notice to the Investor setting forth in detail the
material terms and conditions of the applicable proposed Transfer, and the
Investor will have at least ten business days after such notice is given within
which to exercise its rights contained in the "tag-along rights" by written
notice thereof given to such Class B Stockholder (it being understood and agreed
that, if no such notice is received by such Class B Stockholder within such
period, the Investor will be deemed to have elected not to have exercised its
rights under the "tag-along rights"). Any such notice will constitute an
irrevocable offer by the Investor to sell to such person such Shares on the
terms and conditions received by any such Class B Stockholder in connection with
such Transfer.

CLASS B STOCKHOLDERS DRAG-ALONG RIGHTS. If the Investor does not exercise
the rights set forth in the Investor's "tag-along rights," then any Class B
Stockholder that is Transferring its Shares to any person in a transaction or
series of transactions pursuant to which such person, together with Affiliates
and Associates of such person (a "Drag-Along Transaction"), would become the
Beneficial Owner of Voting Securities of Parent that have the power to cast at
least 50% of the votes entitled to be cast in elections of directors of Parent
may give written notice to the Investor during the period expiring on the close
of business on the tenth business day following the expiration of the
five-business-day period set forth in the Investor's tag-along rights requiring
the Investor to Transfer such number (but no less or more than such number) of
the Shares then Beneficially Owned by the Investor that is the same in
proportion to (x) the total number of Shares that are Beneficially Owned by the
Investor as compared to (y) the proportion of the number of Shares being or to
be Transferred by the Class B Stockholders concurrently to such person in the
transaction or series of transactions constituting the Drag-Along Transaction to
the number of Shares that are Beneficially Owned by the Class B Stockholders, on
terms (including the form and amount of, and the time of receipt of,
consideration therefor) and conditions no less favorable in all material
respects to those applicable to such Class B Stockholder (and its Affiliates and
Associates) in connection with such Transfer.

55
<PAGE>
PARENT'S RIGHT OF CONSULTATION. Parent will be entitled to a notice if at
any time the Investor desires to make certain Transfers of all (but not less
than all) of its Shares to any other person (the "Investor Proposal Notice").
Following Parent's receipt of an Investor Proposal Notice, the Investor will
discuss with Parent the possibility of effecting such a transaction with Parent.
If Parent wishes to pursue such a transaction and is capable of completing such
a transaction, then, for a period of 30 days after Parent's receipt of the
Investor Proposal Notice (or such shorter period if Parent responds in writing
that it is not interested in pursuing such a transaction), the Investor will
negotiate in good faith and exclusively with Parent to determine whether it is
possible to agree to such a transaction with Parent but will not be obligated to
enter into any agreement with Parent to do so. The Investor will be free to
negotiate and to initiate and hold discussions with other potential purchasers
at any time before the Investor Proposal Notice or after the expiration of such
30-day or shorter period and may agree to enter into such a transaction at any
time after the expiration of such 30-day or shorter period even if such
transaction has a lower value to the Investor than any transaction proposed by
Parent. Parent agrees to keep confidential the fact that the Investor is
considering effecting such a transaction, the possible terms thereof and any
confidential information obtained by Parent in pursuing negotiations
contemplated by the "consultation rights."

THE INVESTOR'S PREEMPTIVE RIGHTS. The Investor will be entitled to certain
preemptive rights. If Parent proposes certain issuances, grants or sales of
Shares, Parent will give to the Investor a written notice setting forth in
reasonable detail the per Share consideration and other terms on which such
Shares are proposed to be issued, granted or sold and the amount thereof
proposed to be issued, granted or sold. The Investor will thereafter have the
preemptive right, exercisable by notice to Parent no later than 15 days after
Parent's notice is given, to purchase up to such number of Shares of Parent
Class A Common Stock so that, after giving effect to such issuance, grant or
sale and the preemptive subscription by the Investor, the Investor, together
with its Affiliates and Associates, will Beneficially Own in the aggregate the
same proportion of the Outstanding Share Capital as Beneficially Owned as of the
date of Parent's notice, for the consideration in cash and on the other terms
set forth in Parent's notice. Any written notice by the Investor exercising the
right to purchase such Shares pursuant to the "preemptive right" will constitute
an irrevocable commitment to purchase from Parent the Shares specified in such
notice, subject to the maximum set forth in the preceding sentence. The closing
of the purchase of such Shares by the Investor will, to the extent legally
practicable, take place at the same time and place as the closing of such
issuance, grant or sale to the persons giving rise to the preemptive rights set
forth in the "preemptive rights" provision and, if not at the same time, will
take place as soon thereafter as is practicable; PROVIDED, that such closing
will, to the extent applicable, be conditioned upon the expiration or
termination of any waiting period under the HSR Act and the making of any
necessary filings with and the obtaining of any approvals from any Governmental
Entities except those that the failure to make or obtain are not reasonably
likely to have a Parent Material Adverse Effect or a material adverse effect on
the financial condition, properties, business or results of operations of
Tele-Communications and its Subsidiaries taken as a whole. At such closing, (i)
Parent will deliver to the Investor certificates representing the Shares of
Parent Class A Common Stock being subscribed, and such Shares will be validly
issued, fully paid and nonassessable, (ii) the Investor will deliver to Parent
the consideration to be paid for such Shares and (iii) the Investor and Parent
will execute such other documents and take such other action as will be
reasonably necessary to consummate the subscription of such Shares. If the
Investor does not exercise its "preemptive rights" with respect to Shares
offered by Parent, from the expiration of the 15-day notice period and for a
period of 90 days thereafter, Parent may offer, issue, grant and sell to any
person up to the amount of Shares set forth in Parent's notice relating to such
Shares for a price and other terms no less favorable to Parent, and including no
less cash, than those set forth in such notice; PROVIDED, HOWEVER, that Parent
may not issue, grant or sell Shares in an amount greater than the amount set
forth in such notice minus the amount purchased or committed to be purchased by
the Investor upon exercise of its "preemptive rights" without granting the
Investor its "preemptive rights." The Investor's "preemptive rights" will not
apply to (i) any Shares, issued and sold by Parent in a Demand Registration or
in a Piggy-back Registration in which the

56
<PAGE>
Investor is participating, (ii) any Shares issued under employee compensation
arrangements within the Parent Share Issuance Commitments or otherwise for
employee, manager or director stock options consistent with Cablevision's and
Parent's past practices, (iii) sales, grants or issuances that, together with
such similar sales, grants or issuances, aggregate less than 1% of the
Outstanding Share Capital or (iv) any other sale, grant or issuances approved in
writing by the Investor.

INVESTOR DIRECTORS. For so long as the Investor Beneficially Owns Parent
Class A Common Stock that in the aggregate comprises at least 20% of the
Outstanding Share Capital, the Investor will be entitled to nominate two
Investor Directors to the Board, each of whom will be a person that is
reasonably acceptable to Parent; provided, that in the event that the Investor
at any time ceases to Beneficially Own Parent Class A Common Stock that in the
aggregate comprises at least 20% of the Outstanding Share Capital but continues
to Beneficially Own Parent Class A Common Stock that in the aggregate comprises
at least 10% of the Outstanding Share Capital, (i) the Investor will be entitled
to nominate one Investor Director and (ii) Parent or any of the Class B
Stockholders may request that one of the Investor Directors then on the Board
resign as a director of Parent (upon any such resignation request, one of the
Investor Directors will resign immediately and relinquish all rights and
privileges as a member of the Board); PROVIDED, FURTHER, that each of the
Investor Directors will in all cases be a director elected to the Board by the
Parent Class B Common Stock and will, accordingly, be a Class B Director. In the
event that the Investor at any time ceases to Beneficially Own Parent Class A
Common Stock that in the aggregate comprises at least 10% of the Outstanding
Share Capital, the Investor will not be entitled to nominate any Investor
Directors and Parent or any of the Class B Stockholders may request that any
Investor Directors then on the Board resign as directors of Parent.

Prior to the election of directors to the Board, the Investor may give
reasonable advance written notice to Parent prior to the mailing of the proxy
statement relating to such matters requesting that Parent include, and Parent
and the Class B Stockholders (in their capacity as stockholders of Parent) agree
that Parent will include, the Investor Directors as nominees for the slate of
directors to be elected to the Board.

Notwithstanding the foregoing, in the event that the holders of the Parent
Class B Common Stock cease at any time to be entitled to elect 75% of the Board
in accordance with the terms of the Parent Class B Common Stock, the Investor
will no longer be entitled to any Board representation rights and following such
event and Parent may request that all or any of the Investor Directors then on
the Board resign as Investor Directors. Upon any such resignation request by
Parent, the Investor Directors will cause such Investor Directors to resign as
Investor Directors and relinquish all rights and privileges as a member of the
Board at the next meeting of stockholders of Parent called for the purpose of
electing directors to the Board.

Under the Stockholders Agreement, the Investor has agreed that no more than
25% of the directors on the Board (rounded up to the nearest whole director)
will be nominees of the Investor or any Affiliate or Associate of the Investor.

SPECIAL COMMITTEE. In addition, for so long as the Investor is entitled to
nominate two Investor Directors, (i) two of the Special Directors will be the
Investor Directors and (ii) Section 9 of Article II of the Parent Bylaws (which
relates to the approval by the Special Directors of certain affiliated
transactions with Parent) may not be amended without the prior written consent
of the Investor. If only one of the Special Directors is an Investor Director,
then any matter requiring the approval of the Special Directors may not be
approved without the approval of the Investor Director.

INVESTOR VOTING GENERALLY. For so long as the Parent Class B Common Stock
is entitled in accordance with its terms to elect 75% of the Board, with respect
to the election of directors to or removal of directors from the Board and any
increase of authorized Shares, the Investor will vote or grant consent with
respect to, and will cause to be voted or to be granted any consents with
respect to, all Voting Securities that are Beneficially Owned by the Investor on
all matters submitted to the holders of Voting Securities in direct

57
<PAGE>
proportion to the votes or consents of the Minority Shares on any such matter.
The Investor and the Class B Stockholders will cause all Shares owned by the
Investor and the Class B Stockholders, as the case may be, and will use
reasonable best efforts to cause all of their respective Affiliates and
Associates to be represented, in person or by proxy, at all meetings of holders
of Shares of which the Investor or the Class B Stockholders, as the case may be,
have actual notice, so that all of such Shares may be counted for the purpose of
determining the presence of a quorum at such meetings.

ACQUISITION TRANSACTIONS. For so long as the Investor is entitled to
nominate two Investor Directors, Parent will not, without the prior written
consent of Tele-Communications, consummate an Acquisition Transaction if, after
giving effect to such transaction, the Cash Flow Ratio (i.e., the ratio of debt
to certain consolidated operating cash flow of Parent) will exceed the Cash Flow
Ratio Threshold (initially 8.0:1.0, and decreasing to 7.5:1.0 on December 31,
1999). Before consummation of an Acquisition Transaction that is reasonably
likely to result in the Cash Flow Ratio Threshold being exceeded, Parent will
provide written notice and a reasonable description of such transaction,
including pro forma calculations of the Cash Flow Ratio giving effect to such
transaction as of the beginning of the most recent three-month period for which
Annualized Operating Cash Flow can be calculated, together with reasonable
documentary supporting information for such calculation. To the extent
reasonably practicable under the circumstances of such transaction, such notice
will be given 30 days prior to such consummation, but in no event will such
notice be given less than 10 days prior to such consummation.

INVESTOR'S REGISTRATION RIGHTS. At any time six months following the
Closing, the Investor has the right to demand registration under the 1933 Act
(the "Demand Registration Rights") of at least 2,000,000 Shares of Registrable
Securities upon presenting Parent with proper notice for the exercise of such
Demand Registration Rights. In addition, subject to certain cut-back provisions,
the Investor has the right to have its Registrable Securities registered for
offering and sale under the 1933 Act in the event Parent registers for offering
at least $100 million of Shares (the "Piggy-back Registration Rights"). In the
case of the Investor exercising its Demand Registration Rights, Parent is
obligated to pay all expenses associated with such registration. In the event
the Investor exercises its Piggy-back Registration Rights, the Investor is
obligated to pay its proportion of certain expenses of such registration.

In connection with the Investor's Demand Registration Rights, Parent has the
right to impose certain restrictions on the Investor's ability to sell its
Registrable Securities during a registered public offering of securities by
Parent. In addition, the Investor's registration rights automatically terminate
if the Investor is able to sell all of its Registrable Securities pursuant to
Rule 144 under the 1933 Act in a single 90-day period.

The Investor's registration rights are subject in all respects to the rights
granted to Cablevision Systems Company and CSC Holding Company pursuant to
certain registration rights agreements, dated as of January 27, 1986.

THE VOTING AGREEMENT

THIS CAPTION DESCRIBES CERTAIN ASPECTS OF THE VOTING AGREEMENT. THIS CAPTION
IS NOT A COMPLETE DESCRIPTION OF THE VOTING AGREEMENT AND IS QUALIFIED IN ITS
ENTIRETY BY REFERENCE TO THE COMPLETE TEXT OF THE VOTING AGREEMENT, WHICH IS
ATTACHED AS APPENDIX C TO THIS PROXY STATEMENT/PROSPECTUS AND IS INCORPORATED
HEREIN BY REFERENCE. ALL CAPITALIZED TERMS USED IN THIS CAPTION "--THE VOTING
AGREEMENT" BUT NOT OTHERWISE DEFINED IN THIS PROXY STATEMENT/PROSPECTUS HAVE THE
MEANINGS ATTRIBUTED TO THEM IN THE VOTING AGREEMENT. ALL STOCKHOLDERS OF
CABLEVISION ARE URGED TO READ THE VOTING AGREEMENT IN ITS ENTIRETY.

Simultaneously with the execution of the Contribution and Merger Agreement,
Parent, Tele-Communications, Cablevision and the Class B Stockholders entered
into the Voting Agreement, pursuant to which each of the Class B Stockholders
has severally agreed with Tele-Communications, Cablevision and Parent, among
other things, to (a) vote all Shares that are Beneficially Owned by such Class B
Stockholders in favor of the adoption and approval of the Contribution and
Merger Agreement and approval of the

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<PAGE>
Merger and the Issuance and (b) vote all such Beneficially Owned Shares against
any proposal that would compete with or serve to interfere, delay or otherwise
inhibit the timely consummation of such transactions.

In addition, each of the Class B Stockholders has severally agreed with
Tele-Communications, Cablevision and Parent that such Class B Stockholder will
not (a) deposit any Shares Beneficially Owned by such Class B Stockholder in a
voting trust or subject any such Shares to any arrangement with respect to the
voting of such Shares other than arrangements in furtherance of the transactions
or arrangements that would not materially impair the consummation of the
transactions or (b) Transfer (as defined in the Stockholders Agreement) any of
its interests in the Shares to any person unless such person agrees to be bound
by the terms of this Voting Agreement to the same extent as the Class B
Stockholders.

Each of the Class B Stockholders, Tele-Communications and Parent have also
severally agreed in the Voting Agreement that, at the Closing, it will execute
and deliver the Stockholders Agreement.

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<PAGE>
UNAUDITED CONDENSED PRO FORMA CONSOLIDATED
FINANCIAL STATEMENTS OF PARENT

The following unaudited condensed pro forma consolidated balance sheet as of
September 30, 1997 presents Parent's financial position as adjusted to give
effect to the Transactions as if they had occurred as of September 30, 1997. The
following unaudited condensed pro forma consolidated statement of operations for
the year ended December 31, 1996 presents Parent's consolidated results of
operations as adjusted to give effect to (i) the NBC Transaction, (ii) the MSG
Redemption, (iii) the 1997 Warburg Transactions, (iv) the U.S. Cable/Newark
Acquisitions and (v) the Transactions, in each case as if they had occurred at
the beginning of the period presented. The following unaudited condensed pro
forma consolidated statement of operations for the nine months ended September
30, 1997 presents Parent's consolidated results of operations as adjusted to
give effect to (i) the NBC Transaction, (ii) the MSG Redemption, (iii) the 1997
Warburg Transactions and (iv) the Transactions, in each case as if they had
occurred at the beginning of the period presented. Parent has conducted no
meaningful operations prior to the Transactions. Accordingly, historical
information is given with respect to Cablevision. See "The Companies."

The condensed pro forma consolidated financial statements should be read in
conjunction with the notes thereto and the historical consolidated financial
statements and notes thereto contained elsewhere herein or incorporated herein
by reference. See "Incorporation of Certain Information by Reference." The pro
forma financial information has been prepared for comparative purposes only and
is not necessarily indicative of what the actual financial position or results
of operations of Parent would have been had the transactions occurred on the
dates indicated nor does it purport to indicate the future results of operations
or the future financial condition of Cablevision.

The condensed pro forma consolidated financial statements do not give effect
to the transactions contemplated by the Formation Agreement or the pending cable
television systems sales (each of which is described under "The
Companies--Cablevision--Recent Developments,"), nor to the redemption of the
Cablevision Series C Preferred Stock, the Partnership Contribution or the
acquisition of Radio City Productions LLC as they are not material to the
financial position or operating results of Cablevision.

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<PAGE>
CSC PARENT CORPORATION AND SUBSIDIARIES

UNAUDITED CONDENSED PRO FORMA CONSOLIDATED BALANCE SHEET

SEPTEMBER 30, 1997
(DOLLARS IN THOUSANDS)

<TABLE>
<CAPTION>
CABLEVISION TKR TCI PRO FORMA
HISTORICAL NJ/NY(1)* NJ/NY(1)* ADJUSTMENTS* PRO FORMA
----------- ----------- ----------- ------------ -----------
<S> <C> <C> <C> <C> <C>
ASSETS
Cash and cash equivalents................................ $ 32,135 $ 3,726 $ 35,861
Accounts receivable--trade, net.......................... 181,994 15,256 $ 4,461 201,711
Notes and other receivables.............................. 85,080 85,080
Prepaid expenses and other assets........................ 64,424 4,928 2,105 71,457
Property, plant and equipment, net....................... 1,720,053 298,032 154,670 2,172,755
Investments in affiliates................................ 60,424 60,424

Advances to affiliates................................... 4,923 4,923

Feature film inventory................................... 149,630 149,630
Net assets held for sale................................. 264,344 264,344
Intangible assets, net................................... 2,216,033 429,687 451,973 $ (179,684)(2) 2,918,009
Deferred financing, acquisition and other costs, net..... 93,723 93,723
----------- ----------- ----------- ------------ -----------
$4,872,763 $ 751,629 $ 613,209 $ (179,684) $6,057,917
----------- ----------- ----------- ------------ -----------
----------- ----------- ----------- ------------ -----------

LIABILITIES & STOCKHOLDERS' DEFICIENCY
Accounts payable and accrued liabilities................. 692,401 9,557 8,610 710,568
Accounts payable to affiliates........................... 915 915

Deferred income taxes.................................... 13,166 182,187 (195,353)(3)
Deferred revenue......................................... 114,770 114,770
Feature film and contract rights payable................. 283,318 283,318
Bank debt................................................ 2,875,891 573,988 95,012(4) 3,544,891
Senior debt.............................................. 397,617 397,617
Senior debentures........................................ 398,518 398,518
Subordinated debentures.................................. 1,048,207 1,048,207
Subordinated notes payable............................... 151,000 151,000
Obligation to related party.............................. 191,328 191,328
Capital lease obligations and other debt................. 48,951 48,951
Minority interest........................................ 124,737 124,737
----------- ----------- ----------- ------------ -----------
6,327,653 596,711 190,797 (100,341) 7,014,820
----------- ----------- ----------- ------------ -----------
Deficit investment in affiliates......................... 18,225 18,225
----------- -----------
Redeemable preferred stock............................... 1,092,921 1,092,921
----------- -----------

Stockholders' deficiency:
Preferred stock...................................... 15 15
Common stock......................................... 249 122(5) 371
Paid-in capital...................................... 167,251 154,918 422,412 (79,465)(5) 665,116
Accumulated deficit.................................. (2,733,551) (2,733,551)
----------- ----------- ----------- ------------ -----------
(2,566,036) 154,918 422,412 (79,343) (2,068,049)
----------- ----------- ----------- ------------ -----------
$4,872,763 $ 751,629 $ 613,209 $ (179,684) $6,057,917
----------- ----------- ----------- ------------ -----------
----------- ----------- ----------- ------------ -----------
</TABLE>

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

* See Note A of Notes to Unaudited Condensed Pro Forma Consolidated Financial
Statements.

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<PAGE>
CSC PARENT CORPORATION AND SUBSIDIARIES

UNAUDITED CONDENSED PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS
FOR THE YEAR ENDED DECEMBER 31, 1996
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)
<TABLE>
<CAPTION>
PRO FORMA ADJUSTMENTS*
--------------------------------------------------------------
1997 U.S. CABLE/
CABLEVISION NBC MSG WARBURG NEWARK
HISTORICAL TRANSACTION REDEMPTION TRANSACTIONS ACQUISITIONS
----------- ----------- ---------- ------------ ------------
<S> <C> <C> <C> <C> <C>
Revenues.................... $ 1,315,142 $121,591(6) $399,214(10) $142,575(15) $ 67,429(21)
----------- ----------- ---------- ------------ ------------
Operating expenses:
Operating, selling,
general and
administrative.......... 851,748 122,530(6) 308,907(10) 86,900(15) 46,365(21)
(5,067)(16) (621)(22)
Depreciation and
amortization............ 388,982 3,870(6) 60,860(10) 46,686(15) 23,981(21)
5,391(7) 10,520(11) 3,456(17) 13,781(23)
----------- ----------- ---------- ------------ ------------
1,240,730 131,791 380,287 131,975 83,506
----------- ----------- ---------- ------------ ------------
Operating profit (loss)... 74,412 (10,200) 18,927 10,600 (16,077)
Other Income (expense):
Interest expense.......... (268,177) (424)(6) (17,850)(10) (45,884)(15) (14,137)(21)
(66,185)(12) (13,018)(18) (2,214)(24)
1,786(16) 249(22)
Interest income........... 3,162 477(6) 53(15) 53(21)
Share of affiliates' net
income (loss)........... (82,028) 3,266(8) (2,041)(13) 73,166(19) 844(25)
Write-off of deferred
interest and financing
costs................... (37,784) (3,495)(15)
Provision for preferential
payment to related
party................... (5,600)
Minority interest......... (9,417) 14,393(9) 18,547(14)
Miscellaneous, net........ (6,647) (498)(6) 1,766(10) (2,798)(15) (157)(21)
----------- ----------- ---------- ------------ ------------
Net income (loss) before
income taxes............ (332,079) 7,014 (46,836) 20,410(20) (31,439)
Income tax expense........
----------- ----------- ---------- ------------ ------------
Net income (loss)......... (332,079) 7,014 (46,836) 20,410 (31,439)
Dividend requirements
applicable to preferred
stock..................... (127,780) 49,977(15)
(49,977)(16)
----------- ----------- ---------- ------------ ------------
Net income (loss) applicable
to common shareholders.... $ (459,859) $ 7,014 $(46,836) $ 20,410 $(31,439)
----------- ----------- ---------- ------------ ------------
----------- ----------- ---------- ------------ ------------
Net loss per common share... $ (18.52)
-----------
-----------
Average number of common
shares outstanding (in
thousands)................ 24,827
-----------
-----------

TCI/TKR
TKR TCI PRO FORMA
SUBTOTAL NJ/NY(26)* NJ/NY(26)* ADJUSTMENTS* PRO FORMA
---------- ---------- ----------- ------------ ----------
<S> <C> <C> <C> <C> <C> <C>
Revenues.................... $2,045,951 $185,974 $199,798 $(25,379)(27) $2,406,344
---------- ---------- ----------- ------------ ----------
Operating expenses:
Operating, selling,
general and
administrative.......... 1,410,762 97,292 113,870 (25,379)(27) 1,596,545

Depreciation and
amortization............ 557,527 35,092 40,045 50,491(28) 683,155

---------- ---------- ----------- ------------ ----------
1,968,289 132,384 153,915 25,112 2,279,700
---------- ---------- ----------- ------------ ----------
Operating profit (loss)... 77,662 53,590 45,883 (50,491) 126,644
Other Income (expense):
Interest expense.......... (425,854) (34,437) (1,406) (20,888)(29) (482,585)

Interest income........... 3,745 297 66 4,108
Share of affiliates' net
income (loss)........... (6,793) (6,793)
Write-off of deferred
interest and financing
costs................... (41,279) (41,279)
Provision for preferential
payment to related
party................... (5,600) (5,600)
Minority interest......... 23,523 (964) 964(30) 23,523
Miscellaneous, net........ (8,334) (327) (8,661)
---------- ---------- ----------- ------------ ----------
Net income (loss) before
income taxes............ (382,930) 19,450 43,252 (70,415) (390,643)
Income tax expense........ (400) (15,086) 15,486(31) --
---------- ---------- ----------- ------------ ----------
Net income (loss)......... (382,930) 19,050 28,166 (54,929) (390,643)
Dividend requirements
applicable to preferred
stock..................... (127,780) (127,780)

---------- ---------- ----------- ------------ ----------
Net income (loss) applicable
to common shareholders.... $ (510,710) $ 19,050 $ 28,166 $(54,929) $ (518,423)
---------- ---------- ----------- ------------ ----------
---------- ---------- ----------- ------------ ----------
Net loss per common share... $ (13.99)
----------
----------
Average number of common
shares outstanding (in
thousands)................ 12,236(32) 37,063
------------ ----------
------------ ----------
</TABLE>

- ------------------------
* See Note B of Notes to Unaudited Condensed Pro Forma Consolidated Financial
Statements.

62
<PAGE>
CSC PARENT CORPORATION AND SUBSIDIARIES

UNAUDITED CONDENSED PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1997

(DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)
<TABLE>
<CAPTION>
PRO FORMA ADJUSTMENTS*
-----------------------------------------------
1997
CABLEVISION NBC MSG WARBURG
HISTORICAL TRANSACTION REDEMPTION TRANSACTIONS
----------- ----------- ---------- ------------
<S> <C> <C> <C> <C>
Revenues................................ $ 1,314,995 $33,905(33) $194,337(37) $ 71,506(42)
----------- ----------- ---------- ------------
Operating expenses:
Operating, selling, general and
administrative...................... 915,664 32,639(33) 146,104(37) 44,727(42)
(2,519)(43)
Depreciation and amortization......... 363,023 1,508(33) 28,289(37) 21,676(42)
1,348(34) 5,330(38) 1,584(44)
----------- ----------- ---------- ------------
1,278,687 35,495 179,723 65,468
----------- ----------- ---------- ------------
Operating profit (loss)............... 36,308 (1,590) 14,614 6,038
Other income (expense):
Interest expense...................... (261,533) (642)(33) (8,371)(37) (22,074)(42)
(20,638)(39) (4,912)(45)
1,195(43)
Interest income....................... 2,635 142(33) 22(42)
Share of affiliates' net income
(loss).............................. (32,243) 1,922(35) (8,277)(40) 37,837(46)
Write-off of deferred interest and
financing costs..................... (13,710)
Gain on redemption of subsidiary
preferred stock..................... 181,738
Provision for preferential payment to
related party....................... (4,200)
Minority interest..................... 14,145 1,269(36) 3,981(41)
Miscellaneous, net.................... (7,059) (2,382)(42)
----------- ----------- ---------- ------------
Net income (loss) before taxes........ (83,919) 1,101 (18,691) 15,724
Income tax expense....................
----------- ----------- ---------- ------------
Net income (loss)..................... (83,919) 1,101 (18,691) 15,724
Dividend requirements applicable to
preferred stock....................... (110,324) 28,297(42)
(28,297)(43)
----------- ----------- ---------- ------------
Net income (loss) applicable to common
shareholders.......................... $ (194,243) $ 1,101 $(18,691) $ 15,724
----------- ----------- ---------- ------------
----------- ----------- ---------- ------------
Net loss per common share............... $ (7.81)
-----------
-----------
Average number of common shares
outstanding (in thousands)............ 24,858
-----------
-----------

TCI/TKR
TKR TCI PRO FORMA
SUBTOTAL NJ/NY(47)* NJ/NY(47)* ADJUSTMENTS* PRO FORMA
---------- ---------- ---------- ------------ ----------
<S> <C> <C> <C> <C> <C> <C>
Revenues................................ $1,614,743 $158,334 $158,294 $(18,606)(48) $1,912,765
---------- ---------- ---------- ------------ ----------
Operating expenses:
Operating, selling, general and
administrative...................... 1,136,615 83,353 84,519 (18,606)(48) 1,285,881

Depreciation and amortization......... 422,758 27,175 30,470 33,529(49) 513,932

---------- ---------- ---------- ------------ ----------
1,559,373 110,528 114,989 14,923 1,799,813
---------- ---------- ---------- ------------ ----------
Operating profit (loss)............... 55,370 47,806 43,305 (33,529) 112,952
Other income (expense):
Interest expense...................... (316,975) (28,934) (105) (8,743)(50) (354,757)

Interest income....................... 2,799 137 2,936
Share of affiliates' net income
(loss).............................. (761) (761)
Write-off of deferred interest and
financing costs..................... (13,710) (13,710)
Gain on redemption of subsidiary
preferred stock..................... 181,738 181,738
Provision for preferential payment to
related party....................... (4,200) (4,200)
Minority interest..................... 19,395 (125) 125(51) 19,395
Miscellaneous, net.................... (9,441) 136 (9,305)
---------- ---------- ---------- ------------ ----------
Net income (loss) before taxes........ (85,785) 19,009 43,211 (42,147) (65,712)
Income tax expense.................... (858) (14,621) 15,479(52)
---------- ---------- ---------- ------------ ----------
Net income (loss)..................... (85,785) 18,151 28,590 (26,668) (65,712)
Dividend requirements applicable to
preferred stock....................... (110,324) (110,324)

---------- ---------- ---------- ------------ ----------
Net income (loss) applicable to common
shareholders.......................... $ (196,109) $ 18,151 $ 28,590 $(26,668) $ (176,036)
---------- ---------- ---------- ------------ ----------
---------- ---------- ---------- ------------ ----------
Net loss per common share............... (4.75)
----------
----------
Average number of common shares
outstanding (in thousands)............ 12,236(53) 37,094
------------ ----------
------------ ----------
</TABLE>

- ------------------------
* See Note C of Unaudited Condensed Pro Forma Consolidated Financial
Statements.

63
<PAGE>
NOTE A--NOTES TO UNAUDITED CONDENSED PRO FORMA CONSOLIDATED BALANCE SHEET AS OF
SEPTEMBER 30, 1997

TCI/TKR TRANSACTIONS

(1) Represents the combined balance sheet of the TKR New Jersey/New York
systems and that of the TCI New Jersey and New York systems, respectively,
at September 30, 1997.

(2) Represents the excess of the purchase price over the estimated fair value
of net liabilities assumed at September 30, 1997 of approximately
$701,976,000 and the elimination of the predecessors' net intangible assets
of approximately $881,660,000. This adjustment does not give effect to the
Net Adjusted Working Capital adjustment, if any, to be calculated within 90
days of the closing of the Contribution. Historically, in similar
transactions, such adjustments have been immaterial and, relative to the
size of this transaction, any such adjustment is also anticipated to be
immaterial. Since allocations to identifiable intangible assets cannot be
estimated with any degree of certainty prior to obtaining independent
appraisals, the excess of the purchase price over the book value of net
assets acquired will be allocated to specific assets or liabilities
acquired when independent appraisals are completed. In recent acquisitions
of cable television systems, excess costs have principally been allocated
to franchises and goodwill.

(3) Represents the elimination of assets and liabilities not acquired pursuant
to the Contribution and Merger Agreement.

(4) Represents the net additional debt assumed pursuant to the Contribution and
the Merger Agreement.

(5) Represents the issuance of 12,235,543 shares of common stock valued at
approximately $497,987,000 (based on the average stock price of
Cablevision's Class A Common Stock of $40.70) and the elimination of the
predecessors' equity.

NOTE B--NOTES TO UNAUDITED CONDENSED PRO FORMA CONSOLIDATED STATEMENT OF
OPERATIONS FOR THE YEAR ENDED DECEMBER 31, 1996

NBC TRANSACTION

(6) As a result of the NBC Transaction, the results of operations of certain
companies previously accounted for under the equity method are now
consolidated with Cablevision's consolidated results of operations. The
adjustments referenced by this Note (6) reflect the consolidation of such
amounts for the year ended December 31, 1996.

(7) Represents the amortization, based on an average 10-year life, of the
excess costs resulting from the exchange of 25% of Cablevision's interests
in Rainbow Media for NBC's interests in certain individual entities.

(8) Represents the elimination of Cablevision's share of affiliates' net income
or loss previously recorded for entities that are now consolidated and
records the additional share of affiliates' net income or loss of interests
contributed by NBC in certain entities that continue to be recorded on an
equity basis.

(9) Represents NBC's minority interest in the net loss of Rainbow Media and a
minority interest in one of the companies previously accounted for under
the equity method.

64
<PAGE>
NOTE B--NOTES TO UNAUDITED CONDENSED PRO FORMA CONSOLIDATED STATEMENT OF
OPERATIONS FOR THE YEAR ENDED DECEMBER 31, 1996 (CONTINUED)
MSG REDEMPTION

(10) As a result of the MSG Redemption, the results of operations of MSG will be
combined with Cablevision's consolidated results of operations. The
adjustments referenced by this Note (10) reflect the consolidation of such
amounts for the year ended December 31, 1996.

(11) Represents the amortization, based on an average 30-year life, of the
excess costs resulting from the acquisition of 39.8% of MSG and the
contribution of SportsChannel New York to MSG.

(12) Represents interest expense on additional debt incurred to purchase
additional interests in MSG and the amortization of deferred financing
costs incurred in connection with obtaining the additional bank debt.

(13) Represents the elimination of Cablevision's share of net income of MSG
previously recorded using the equity method of accounting.

(14) Represents the minority interest in the pro forma net loss of MSG and
SportsChannel New York owned by ITT and by NBC through its interest in
Rainbow Media.

1997 WARBURG TRANSACTIONS

(15) As a result of the 1997 Warburg Transactions, the results of operations of
the Warburg Companies will be combined with Cablevision's consolidated
results of operations. The adjustments referenced by this Note (15) reflect
the consolidation of such amounts for the year ended December 31, 1996.

(16) Represents the elimination of preferred stock dividends recorded by A-R
Cable and management fees and accrued interest thereon earned by
Cablevision and recorded on the books of the Warburg Companies. These
management fees and related interest had not been paid and Cablevision had
not reflected any accrual for such amounts in its financial statements.

(17) Represents the amortization, based on an average 10-year life, of the
excess cost over fair value of assets acquired of $34,558,000.

(18) Represents interest expense on the additional bank debt incurred to
complete the 1997 Warburg Transactions.

(19) Represents the elimination of the net losses of the Warburg Companies
previously recorded by Cablevision using the equity method of accounting.

(20) The Condensed Pro Forma Statement of Operations for the Year Ended December
31, 1996 does not give effect to the gain recorded on the redemption of A-R
Cable's series A preferred stock.

U.S. CABLE/NEWARK ACQUISITIONS

(21) As a result of the acquisition of the 80% of partnership interest in U.S.
Cable and the acquisition of 75% of partnership interests in Cablevision of
Newark not already owned by Cablevision, the results of operations of U.S.
Cable and Cablevision of Newark were combined with Cablevision's
consolidated results of operations as of the acquisition date. The
adjustments referenced by this Note (21) reflect the consolidation of such
amounts for the period prior to the acquisition date.

(22) Represents the elimination of management fees and interest thereon earned
by Cablevision and recorded on the books of U.S. Cable and Cablevision of
Newark. These management fees and

65
<PAGE>
NOTE B--NOTES TO UNAUDITED CONDENSED PRO FORMA CONSOLIDATED STATEMENT OF
OPERATIONS FOR THE YEAR ENDED DECEMBER 31, 1996 (CONTINUED)
related interest had not been paid and Cablevision had not reflected any
accrual for such amounts in its financial statements.

(23) Represents the amortization, based on an average 10-year life, of the
excess cost over fair value of assets acquired, offset by the elimination
of pre-acquisition amortization of intangibles.

(24) Represents the interest expense on the additional bank debt incurred to
complete the acquisition of Cablevision of Newark.

(25) Represents the elimination of the net losses of Cablevision of Newark
previously recorded by Cablevision using the equity method of accounting.

TCI/TKR TRANSACTIONS

(26) Represents the combined statement of operations of the TKR New Jersey/New
York Systems and that of the TCI New Jersey and New York Systems,
respectively for the year ended December 31, 1996.

(27) Represents the elimination of intercompany revenues and expenses.

(28) Represents the amortization, based on an assumed average 10-year life, of
the excess costs over the net liabilities assumed of approximately
$69,358,000 and elimination of amortization of intangibles of approximately
$18,867,000 relating to the predecessors' intangible assets. If, after
completion of the appraisal, the weighted average life of the intangible
assets were determined to be 5 years, amortization expense would increase
by $69,358,000, or, if it were determined to average 15 years, such expense
would decrease by $23,119,000.

(29) Represents interest expense on $669,000,000 of the Assumed Debt assumed
pursuant to the Contribution and Merger Agreement and the elimination of
the predecessors' interest expense.

(30) Represents the elimination of the minority interest in the net income of
the systems.

(31) Represents the elimination of income tax expense assuming Cablevision had
filed consolidated tax returns and the net income of the Contributed
Businesses would be offset by net losses of Cablevision.

(32) Represents the issuance of 12,235,543 shares of Parent Class A Common
Stock.

NOTE C--NOTES TO UNAUDITED CONDENSED PRO FORMA CONSOLIDATED STATEMENT OF
OPERATIONS FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1997

NBC TRANSACTION

(33) As a result of the NBC Transaction, the results of operations of certain
companies previously accounted for on an equity basis are now consolidated
with Cablevision's consolidated results of operations. The adjustments
referenced by this Note (33) reflect the consolidation of such amounts for
the period prior to the date of the transaction.

(34) Represents the amortization, based on an average 10-year life of the excess
costs resulting from the exchange of 25% of Cablevision's interests in
Rainbow Media for NBC's interests in certain entities.

66
<PAGE>
NOTE C--NOTES TO UNAUDITED CONDENSED PRO FORMA CONSOLIDATED STATEMENT OF
OPERATIONS FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1997 (CONTINUED)
(35) Represents the elimination of Cablevision's share of affiliates' net income
or loss previously recorded for entities that are now consolidated and
records the additional share of affiliates' net income or loss of interests
contributed by NBC in certain entities that continue to be recorded on an
equity basis.

(36) Represents NBC's minority interest in the net loss of Rainbow Media and a
minority interest in one of the companies previously accounted for under
the equity method.

MSG REDEMPTION

(37) As a result of the MSG Redemption, the results of operations of MSG will be
combined with Cablevision's consolidated results of operations. The
adjustments referenced by this Note (37) reflect the consolidation of such
amounts for the period prior to the date of transaction.

(38) Represents the amortization, based on an average 30-year life, of the
excess costs resulting from the acquisition of 39.8% of MSG and the
contribution of SportsChannel New York to MSG.

(39) Represents interest expense on additional debt incurred to purchase
additional interests in MSG and the amortization of deferred financing
costs incurred in connection with obtaining the additional bank debt.

(40) Represents the elimination of Cablevision's share of net income of MSG
previously recorded using the equity method of accounting.

(41) Represents the minority interest in the pro forma net loss of MSG and
SportsChannel New York owned by ITT and by NBC through its interest in
Rainbow Media.

1997 WARBURG TRANSACTIONS

(42) As a result of the 1997 Warburg Transactions, the results of operations of
the Warburg Companies will be combined with Cablevision's consolidated
results of operations. The adjustments referenced by this Note (42) reflect
the consolidation of such amounts for the nine months ended September 30,
1997.

(43) Represents the elimination of preferred stock dividends recorded by A-R
Cable and management fees and accrued interest thereon earned by
Cablevision and recorded on the books of the Warburg Companies. These
management fees and related interest had not been paid and Cablevision had
not reflected any accrual for such amounts in its financial statements.

(44) Represents the amortization, based on an average 10-year life, of the
excess cost over fair value of assets acquired of $34,558,000.

(45) Represents interest expense on the additional bank debt incurred to
complete the 1997 Warburg Transactions.

(46) Represents the elimination of the net losses of the Warburg Companies
previously recorded by Cablevision using the equity method of accounting.

67
<PAGE>
NOTE C--NOTES TO UNAUDITED CONDENSED PRO FORMA CONSOLIDATED STATEMENT OF
OPERATIONS FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1997 (CONTINUED)
TCI/TKR TRANSACTIONS

(47) Represents the combined statement of operations of the TKR New Jersey/New
York Systems and that of the TCI New Jersey and New York Systems,
respectively, for the nine months ended September 30, 1997.

(48) Represents the elimination of intercompany revenues and expenses.

(49) Represents the amortization, based on an assumed average 10-year life, of
the excess costs over the net liabilities assumed of approximately
$52,648,000 and elimination of amortization of intangibles of approximately
$19,119,000 relating to the predecessors' intangible assets. If, after
completion of the appraisal, the weighted average life of the intangible
assets were determined to be 5 years, amortization expense would increase
by $52,648,000, or, if it were determined to average 15 years, such expense
would decrease by $17,549,000.

(50) Represents interest expense on $669,000,000 of Assumed Debt assumed
pursuant to the Contribution and Merger Agreement and the elimination of
the predecessors' interest expense.

(51) Represents the elimination of the minority interest in the net income of
the systems.

(52) Represents the elimination of income tax expense assuming Cablevision had
filed consolidated tax returns and the net income of the Contributed
Businesses would be offset by net losses of Cablevision.

(53) Represents the issuance of 12,235,543 shares of Parent Class A Common
Stock.

68
<PAGE>
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS OF THE TCI NEW JERSEY AND NEW YORK SYSTEMS

GENERAL

The TCI New Jersey and New York Systems own and operate cable television
systems in New Jersey and New York. Substantially all of the TCI New Jersey and
New York Systems' revenue is earned from customer fees for primary and premium
subscription services, the rental of converters and remote control devices, and
installation fees. Additional revenue is derived from the sale of advertising,
pay-per-view programming fees and payments received from revenue-sharing
arrangements in respect of products sold through home shopping services.

The operation of the TCI New Jersey and New York Systems' cable television
systems is regulated at the federal, state and local levels. The Cable
Television Consumer Protection and Competition Act of 1992 and the
Telecommunications Act of 1996 (collectively, the "Cable Acts") established
rules under which the TCI New Jersey and New York Systems' basic and tier
service rates and its equipment and installation charges (the "Regulated
Services") are regulated if a complaint is filed or if the appropriate franchise
authority is certified. Such federal laws and regulations have limited the TCI
New Jersey and New York Systems' ability to increase rates for certain customer
services or restructure its rates for certain services.

At September 30, 1997, 98% of the TCI New Jersey and New York Systems' basic
customers were served by cable television systems that were subject to such rate
regulation. During the nine months ended September 30, 1997, 69% of the TCI New
Jersey and New York Systems' revenue was derived from Regulated Services. As
noted above, any increases in rates charged for Regulated Services are regulated
by the Cable Acts. Moreover, competitive factors may limit the TCI New Jersey
and New York Systems' ability to increase its service rates.

The following discussion should be read in conjunction with the TCI New
Jersey and New York Systems' historical financial statements, including the
notes thereto, included elsewhere in this document.

RESULTS OF OPERATIONS

NINE MONTHS ENDED SEPTEMBER 30, 1997 AND 1996

Revenue increased 8% for the nine months ended September 30, 1997, as
compared to the corresponding period of 1996. Such increase was primarily the
result of an increase in basic service revenue (8%), an increase in advertising
revenue (1%) and a decrease in premium service revenue (1%). The increase in
basic service revenue reflects a 2% increase in average basic customers and a
10% increase in average basic rates. The decrease in premium service revenue
reflects a 1% decrease in the number of average premium customers and a 3%
decrease in the average premium rate.

Operating, selling, general and administrative expenses increased 4% for the
nine months ended September 30, 1997, as compared to the corresponding period of
1996. Programming expenses increased 12% from $38,906,000 for the nine months
ended September 30, 1996 to $43,656,000 for the corresponding period of 1997.
The TCI New Jersey and New York Systems cannot determine whether and to what
extent increases in the cost of programming will affect its future operating
costs. Increases in programming expense and administrative fees were partially
offset by (i) a reduction in selling, general and administrative salaries and
related payroll expenses due to work force reductions in the fourth quarter in
1996 and (ii) reduced marketing and general overhead expenses.

The increase in administrative fees is due to the aforementioned increase in
average basic customers, partially offset by a decrease in the per-customer
allocation rate. The TCI New Jersey and New York Systems have a management
agreement with certain subsidiaries of TCI whereby such subsidiaries'
managements are providing administrative services and have assumed managerial
responsibility for certain of the TCI New Jersey and New York System's cable
television system operations and construction. As

69
<PAGE>
compensation for these services, the TCI New Jersey and New York Systems pay a
monthly fee calculated on a per-customer basis.

The TCI New Jersey and New York Systems' interest expense decreased $700,000
or 87% for the nine months ended September 30, 1997, as compared to the
corresponding period of 1996. The decrease is due to the January 31, 1997
repayment and termination of the bank loan agreements. See "--Liquidity and
Capital Resources."

Inflation has not had a significant impact on the TCI New Jersey and New
York Systems' results of operations during the nine months ended September 30,
1997.

YEARS ENDED DECEMBER 31, 1996, 1995 AND 1994

Revenue increased 11% for each of the years ended December 31, 1996 and
1995, as compared to the corresponding prior year. The 1996 increase in revenue
was the result of an increase in basic service revenue (7%), an increase in
advertising revenue (3%), an increase in rental income (2%) and a decrease in
premium service revenue (1%). The increase in basic service revenue reflects a
3% increase in average basic customers and a 9% increase in average basic rates.
The decrease in premium service revenue reflects a 2% decrease in the number of
average premium customers and a decrease of less than 1% in the average premium
rate.

The 1995 increase in revenue was the result of an increase in basic service
revenue (6%), a nonrecurring revision of a prior year estimate for customer
refunds (3%), an increase in premium service revenue (1%) and an increase in
rental income (1%). The increase in basic service revenue reflects a 3% increase
in average basic customers and a 7% increase in average basic rates. The
increase in premium service revenue reflects a 5% increase in the average
premium rate, partially offset by a 3% decrease in the number of average premium
customers.

Operating expenses increased 20% and 11% for the years ended December 31,
1996 and 1995, respectively, as compared to the prior year. Programming expenses
accounted for the majority of such increases in 1996 and 1995 (16% and 7%,
respectively). In this regard, programming expenses represented $52,058,000
(71%), $42,611,000 (70%) and $38,724,000 (71%) of operating expenses during
1996, 1995 and 1994, respectively. See related discussion above.

Selling, general and administrative expenses increased 13% and 8% for the
years ended December 31, 1996 and 1995, respectively, as compared to the prior
year. Such increases are due primarily to increases in salaries and related
payroll expenses.

Administrative fees increased 42% and 1% for the years ended December 31,
1996 and 1995, respectively, as compared to the prior year. Such increases are
primarily due to the aforementioned increases in average basic customers for
each year as well as an increase in the per-customer allocation rate for the
year ended December 31, 1996 and a decrease in the per-customer allocation rate
for the year ended December 31, 1995. The TCI New Jersey and New York Systems
have a management agreement with certain subsidiaries of TCI whereby such
subsidiaries' managements are providing administrative services and have assumed
managerial responsibility for certain of the TCI New Jersey and New York
Systems' cable television system operations and construction. As compensation
for these services, the TCI New Jersey and New York Systems pay a monthly fee
calculated on a per-customer basis.

The TCI New Jersey and New York Systems' interest expense decreased $60,000
or 4% during 1996 as compared to 1995 and increased $166,000 or 13% during 1995
as compared to 1994. The decrease in 1996 is the result of lower interest rates
and debt balances. The 1995 increase is the net result of increased weighted
average interest rates partially offset by decreased debt balances. The weighted
average interest rate on borrowings was 6.7%, 7.4% and 5.7% during 1996, 1995
and 1994, respectively.

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<PAGE>
Inflation has not had a significant impact on the TCI New Jersey and New
York Systems' results of operations during the three-year period ended December
31, 1996.

LIQUIDITY AND CAPITAL RESOURCES

As of June 6, 1997, TCI and Cablevision entered into a definitive agreement,
pursuant to which TCI's ten New York metropolitan area cable television systems
(the "Systems"), including the TCI New Jersey and New York Systems, will be
contributed to Parent. In exchange, TCI will receive approximately 12.2 million
newly issued shares of Parent Class A common stock, which are expected to
represent 33% of Parent's total shares outstanding. In addition, Parent will
assume $669 million of the Systems' debt, comprised of all amounts outstanding
under a bank credit facility of certain of the Systems other than the TCI New
Jersey and New York Systems and a portion of the intercompany amounts owed by
the Systems to TCI and its affiliates. Consummation of the transaction is
subject to, among other matters, Parent shareholder and regulatory approvals.
There is no assurance that such transaction will be consummated.

Historically, the TCI New Jersey and New York Systems have used cash
provided by operating activities to fund their investing and financing
activities. During the nine months ended September 30, 1997, the TCI New Jersey
and New York Systems used cash provided by operating activities and a decrease
in cash of $55,801,000 and $1,604,000, respectively, to fund investing and
financing activities of $30,726,000 and $26,679,000, respectively. The amount of
cash used for investing activities during the nine months ended September 30,
1997, includes capital expenditures for property and equipment and cash paid to
purchase a minority interest of $7,679,000 and $20,909,000, respectively.
Additionally, the amount of cash used for financing activities during the nine
months ended September 30, 1997, includes cash used to repay debt and a portion
of the amount due to TCI of $17,815,000 and $9,693,000, respectively. For
additional information concerning the cash flows of the TCI New Jersey and New
York Systems, see the TCI New Jersey and New York Systems' condensed combined
statements of cash flows included in the accompanying condensed combined
financial statements.

During the year ended December 31, 1996, the TCI New Jersey and New York
Systems used cash provided by operating activities of $62,329,000 to fund
investing and financing activities of $19,045,000 and $41,680,000, respectively.
The amount of cash used for investing activities during the year ended December
31, 1996 includes capital expenditures for property and equipment of
$19,472,000. Additionally, the amount of cash used for financing activities
during the year ended December 31, 1996 includes cash used to repay a portion of
the amount due to TCI of $40,263,000.

As of December 31, 1996, the TCI New Jersey and New York Systems had
outstanding borrowings pursuant to certain term loan agreements with interest
rates ranging from 6.67% to 7.67%. The term loans were secured and
collateralized by certain assets of the TCI New Jersey and New York Systems,
including franchise rights, and the assignment of various leases and contracts
of the TCI New Jersey and New York Systems. On January 31, 1997, the outstanding
balances of the aforementioned loans ($17,657,000 at December 31, 1996) were
repaid in full.

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<PAGE>
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS OF THE TKR NEW JERSEY / NEW YORK SYSTEMS

GENERAL

The TKR New Jersey / New York Systems own and operate cable television
systems in New Jersey and New York. Substantially all of the TKR New Jersey /
New York Systems' revenue is earned from customer fees for primary and premium
subscription services, the rental of converters and remote control devices, and
installation fees. Additional revenue is derived from the sale of advertising,
pay-per-view programming fees and payments received from revenue-sharing
arrangements in respect of products sold through home shopping services.

The operation of the TKR New Jersey / New York Systems' cable television
systems is regulated at the federal, state and local levels. The Cable
Television Consumer Protection and Competition Act of 1992 and the
Telecommunications Act of 1996 established rules under which the TKR New Jersey
/ New York Systems' basic and tier service rates and its equipment and
installation charges are regulated if a complaint is filed or if the appropriate
franchise authority is certified. Such federal laws and regulations have limited
the TKR New Jersey / New York Systems' ability to increase rates for certain
customer services or restructure its rates for certain services. Competitive
factors may also limit the TKR New Jersey / New York Systems' ability to
increase its service rates.

The following discussion should be read in conjunction with the TKR New
Jersey / New York Systems' historical financial statements, including the notes
thereto, included elsewhere in this document. For financial reporting purposes,
the Acquisition (as defined in note 1 to the September 30, 1997 condensed
combined financial statements) has been reported as if the effective date of
such Acquisition was January 1, 1997.

RESULTS OF OPERATIONS

NINE MONTHS ENDED SEPTEMBER 30, 1997 AND 1996

Revenue increased 16% for the nine months ended September 30, 1997, as
compared to the corresponding period of 1996. Exclusive of an increase in
revenue due to a February 1996 acquisition (7%), revenue increased 9%. Such
increase was primarily the result of an increase in basic service revenue (9%),
a decrease in premium service revenue (2%) and an increase in other revenue
(2%). The increase in basic service revenue reflects a 2% increase in average
basic customers and a 14% increase in average basic rates. The decrease in
premium service revenue reflects a 9% decrease in the number of average premium
customers, partially offset by a 2% increase in the average premium rate.

Operating, selling, general and administrative expenses increased 20% for
the nine months ended September 30, 1997, as compared to the corresponding
period of 1996. Exclusive of an increase attributable to a February 1996
acquisition (9%), operating, selling, general and administrative expenses
increased 11%. Total programming expenses increased 28% from $31,420,000 for the
nine months ended September 30, 1996 to $40,328,000 for the corresponding period
of 1997. The TKR New Jersey / New York Systems cannot determine whether and to
what extent increases in the cost of programming will affect its future
operating costs. The increase in operating, selling, general and administrative
expenses is also attributable to increases in salaries and related payroll
expenses, as well as an increase in administrative fees.

The TKR New Jersey / New York Systems' interest expense increased $4,728,000
or 20% for the nine months ended September 30, 1997, as compared to the
corresponding period of 1996. The increase is due to increases in the weighted
average debt balance, weighted average interest rates and net payments pursuant
to interest rate protection agreements.

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<PAGE>
Inflation has not had a significant impact on the TKR New Jersey / New York
Systems' results of operations during the nine months ended September 30, 1997.

YEARS ENDED DECEMBER 31, 1996, 1995 AND 1994

Revenue increased 37% and 7% for the years ended December 31, 1996 and 1995,
respectively, as compared to the prior year. Exclusive of an increase in 1996
revenue due to an acquisition (28%), 1996 revenue increased 9%. The 1996
increase in revenue was the result of an increase in basic service revenue (6%),
an increase in premium service revenue (2%) and an increase in advertising
revenue (1%). The increase in basic service revenue reflects a 3% increase in
average basic customers and an 8% increase in average basic rates. The increase
in premium service revenue reflects a 2% increase in the number of average
premium customers and a 3% increase in average premium rates.

The 1995 increase in revenue was the result of an increase in basic service
revenue (5%) and an increase in advertising revenue (2%). The increase in basic
service revenue reflects a 3% increase in average basic customers and a 6%
increase in average basic rates.

Operating expenses increased 41% and 9% for the years ended December 31,
1996 and 1995, respectively, as compared to the prior year. Exclusive of the
effects of a 1996 acquisition (26%), such 1996 expenses increased 15%.
Programming expenses accounted for the majority of such increase. In this
regard, programming expenses represented $43,841,000 (63%), $31,111,000 (63%)
and $28,137,000 (62%) of operating expenses during 1996, 1995 and 1994,
respectively. See related discussion above.

Selling, general and administrative expenses increased 33% and 2% for the
years ended December 31, 1996 and 1995, respectively, as compared to the prior
year. Exclusive of the effects of a 1996 acquisition (19%), such 1996 expenses
increased 14%. Such 1996 increase is due primarily to increases in salaries and
related payroll expenses as well as marketing expenses. Such 1995 increase is
due primarily to increases in salaries and related payroll expenses.

The TKR New Jersey / New York Systems' interest expense increased 56% during
1996 as compared to 1995 and increased 15% during 1995 as compared to 1994. The
increase in 1996 is the result of increased debt balances, primarily as a result
of a 1996 acquisition, partially offset by lower interest rates. The 1995
increase is the result of increased debt balances as well as higher interest
rates.

Inflation has not had a significant impact on the TKR New Jersey / New York
Systems' results of operations during the three-year period ended December 31,
1996.

LIQUIDITY AND CAPITAL RESOURCES

As of June 6, 1997, TCI and Cablevision entered into a definitive agreement,
pursuant to which the Systems, including the TKR New Jersey / New York Systems,
will be contributed to Parent. In exchange, TCI will receive approximately 12.2
million newly issued shares of Parent Class A Common Stock, which are expected
to represent 33% of Parent's total shares outstanding. In addition, Parent will
assume $669 million of the Systems' debt, comprised of all amounts outstanding
under the bank credit facility of the TKR New Jersey / New York Systems and a
portion of the intercompany amounts owed by the Systems to TCI and its
affiliates. Consummation of the transaction is subject to, among other matters,
Parent shareholder and regulatory approvals. There is no assurance that such
transaction will be consummated.

During the nine months ended September 30, 1997, the TKR New Jersey / New
York Systems used cash provided by operating activities of $21,314,000 to fund
investing and financing activities of $7,213,000 and $11,286,000, respectively.
The amount of cash used for investing activities during the nine months ended
September 30, 1997 includes capital expenditures for property and equipment of
$7,213,000. Additionally, the amount of cash used for financing activities
during the nine months ended September 30, 1997 includes the repayment of debt,
net of borrowings, of $10,000,000. For additional information

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<PAGE>
concerning the cash flows of the TKR New Jersey / New York Systems, see the TKR
New Jersey / New York Systems' condensed combined statements of cash flows
included in the accompanying September 30, 1997 condensed combined financial
statements.

During the year ended December 31, 1996, the TKR New Jersey / New York
Systems used cash provided by operating and financing activities of $59,627,000
and $257,146,000, respectively, to fund investing activities of $315,862,000.
The amount of cash used for investing activities during the year ended December
31, 1996 includes capital expenditures for property and equipment and cash paid
for an acquisition of cable systems of $108,493,000 and $204,855,000,
respectively. Additionally, the amount of cash provided by financing activities
during the year ended December 31, 1996 includes proceeds from debt, net of
repayments, of $259,500,000.

As of September 30, 1997, the TKR New Jersey / New York Systems had
outstanding borrowings pursuant to a bank credit facility with an interest rate
of 6.53%. The most significant debt covenants of this bank credit facility limit
additional borrowings, sales of assets and additional investments. In addition,
the TKR New Jersey / New York Systems have agreed to maintain certain defined
debt to cash flow, cash flow to debt service and cash flow to interest expense
ratios. For additional information concerning TKR New Jersey / New York Systems'
debt, see note 5 to the TKR New Jersey / New York Systems' December 31, 1996
combined financial statements.

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<PAGE>
DESCRIPTION OF PARENT CAPITAL STOCK

The following description of Parent capital stock is not complete and is
qualified in its entirety by reference to the DGCL and to the complete text of
the Parent Certificate, which is attached as Appendix G to this Proxy
Statement/Prospectus and is incorporated herein by reference.

Parent is authorized to issue 200,000,000 shares of Parent Class A Common
Stock, par value $0.01 per share, 80,000,000 shares of Parent Class B Common
Stock, par value $0.01 per share, and 10,000,000 shares of Preferred Stock.

PARENT CLASS A COMMON STOCK AND PARENT CLASS B COMMON STOCK

VOTING. Holders of Parent Class A Common Stock are entitled to one vote per
share. Holders of Parent Class B Common Stock are entitled to ten votes per
share. All actions submitted to a vote of stockholders are voted on by holders
of Parent Class A Common Stock and Parent Class B Common Stock voting together
as a single class, except for the election of directors and as otherwise set
forth below. With respect to the election of directors, holders of Parent Class
A Common Stock vote as a separate class and are entitled to elect 25% of the
total number of directors constituting the whole Board of Directors (the "Class
A Directors") and, if such 25% is not a whole number, then the holders of Parent
Class A Common Stock are entitled to elect the nearest higher whole number of
directors that is at least 25% of the total number of directors so long as the
number of outstanding shares of Parent Class A Common Stock is at least 10% of
the total number of outstanding shares of Parent Common Stock. Holders of Parent
Class B Common Stock, voting as a separate class, are entitled to elect the
remaining directors.

If, however, on the record date for any stockholder meeting at which
directors are to be elected, the number of outstanding shares of Parent Class A
Common Stock is less than 10% of the total number of outstanding shares of both
classes of Parent Common Stock, the holders of Parent Class A Common Stock and
Parent Class B Common Stock will vote together as a single class with respect to
the election of directors and the holders of Parent Class A Common Stock will
not have the right to elect 25% of the total number of directors but will have
one vote per share for all directors and holders of Parent Class B Common Stock
will have ten votes per share for all directors.

If, on the record date for any stockholder meeting at which directors are to
be elected, the number of outstanding shares of Parent Class B Common Stock is
less than 12 1/2% of the total number of outstanding shares of Parent Common
Stock, then the holders of Parent Class A Common Stock, voting as a separate
class, would continue to elect a number of Class A Directors equal to 25% of the
total number of directors constituting the whole Board of Directors and, in
addition, would vote together with the holders of Parent Class B Common Stock to
elect the remaining directors to be elected at such meeting, with the holders of
the Parent Class A Common Stock entitled to one vote per share and the holders
of Parent Class B Common Stock entitled to ten votes per share.

In addition, the affirmative vote or consent of the holders of at least
66 2/3% of the outstanding shares of Parent Class B Common Stock, voting
separately as a class, is required for the authorization or issuance of any
additional shares of Parent Class B Common Stock and for any amendment,
alteration or repeal of any provisions of the Parent Certificate which would
affect adversely the powers, preferences or rights of the Parent Class B Common
Stock. The Parent Certificate does not provide for cumulative voting.

CONVERSION. The Parent Class A Common Stock has no conversion rights. The
Parent Class B Common Stock is convertible into Parent Class A Common Stock in
whole or in part at any time and from time to time on the basis of one share of
Parent Class A Common Stock for each share of Parent Class B Common Stock.

DIVIDENDS. Holders of Parent Class A Common Stock and Parent Class B Common
Stock are entitled to receive dividends equally on a per share basis if and when
such dividends are declared by the Board of Directors from funds legally
available therefor. No dividends may be declared or paid in cash or

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<PAGE>
property on shares of either Parent Class A Common Stock or Parent Class B
Common Stock unless the same dividend is paid simultaneously on each share of
the other class of Common Stock. In the case of any stock dividend, holders of
Parent Class A Common Stock are entitled to receive the same percentage dividend
(payable in shares of Parent Class A Common Stock) as holders of Parent Class B
Common Stock receive (payable in shares of Parent Class B Common Stock). The
Parent Certificate provides that the distribution of shares of capital stock of
any subsidiary to common stockholders may differ to the extent that the common
stock differs as to voting rights and rights in connection with certain
dividends.

LIQUIDATION. Holders of Parent Class A Common Stock and Parent Class B
Common Stock share with each other on a ratable basis as a single class in the
net assets available for distribution in respect of Parent Class A Common Stock
and Parent Class B Common Stock in the event of liquidation.

OTHER TERMS. Neither the Parent Class A Common Stock nor the Parent Class B
Common Stock may be subdivided, consolidated, reclassified or otherwise changed
unless contemporaneously therewith the other class of shares is subdivided,
consolidated, reclassified or otherwise changed in the same proportion and in
the same manner.

In any merger, consolidation or business combination the consideration to be
received per share by holders of either Parent Class A Common Stock or Parent
Class B Common Stock must be identical to that received by holders of the other
class of Parent Common Stock, except that in any such transactions in which
shares of capital stock are distributed, such shares may differ as to voting
rights only to the extent that voting rights now differ between Parent Class A
Common Stock and Parent Class B Common Stock.

PARENT PREFERRED STOCK

Under the Parent Certificate, the Board of Directors of Parent is
authorized, without further stockholder action, to provide for the issuance of
up to 10,000,000 shares of Parent Preferred Stock. Subject to limitations
imposed by law or the Parent Certificate, the Board of Directors is empowered to
determine (a) the maximum number of shares to constitute the series and the
distinctive designation thereof; (b) whether the shares of such series shall
have voting rights, in addition to any voting rights provided by law, and, if
so, the terms of such voting rights; (c) the dividend rate, if any, on the
shares of such series, the conditions and dates upon which such dividends shall
be payable, the preference or relation which such dividends shall bear to the
dividends payable on any other class or classes or on any other series of
capital stock, and whether such dividends shall be cumulative or non-cumulative;
(d) whether the shares of such series shall be subject to redemption by Parent,
and, if made subject to redemption, the times, prices and other terms and
conditions of such redemption; (e) the rights of holders of shares of such
series upon the liquidation, dissolution or winding up of Parent; (f) whether or
not the shares of such series shall be subject to the operation of a retirement
sinking fund, and, if so, the extent to and manner in which any such retirement
or sinking fund shall be applied to the purchase or redemption of the shares of
such series for retirement or to other corporate purposes and the terms and
provisions relative to the operation thereof; (g) whether or not the shares of
such series shall be convertible into, or exchangeable for, the price or prices
or the rate or rates of conversion or exchange and the method, if any, of
adjusting the same; (h) the limitations and restrictions, if any, to be
effective while any shares of such series are outstanding upon the payment of
dividends or making of other distributions on, and upon the purchase, redemption
or other acquisition by Parent of, the Parent Class A Common Stock, the Parent
Class B Common Stock or any other class or classes of stock of Parent ranking
junior to the shares of such series either as to dividends or upon liquidation;
(i) the conditions or restrictions, if any, upon the creation or indebtedness of
Parent or upon the issue or any additional stock (including additional shares of
such series or of any other series or of any other class) ranking on a parity
with or prior to the shares of such series as to dividends or distribution of
assets on liquidation, dissolution or winding up; (j) whether fractional
interests in shares of the series will be offered in the form of depositary
shares; and (k) any other preference and relative, participating, optional or
other special rights or qualifications, limitations or restrictions thereof.

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<PAGE>
OWNERSHIP OF CABLEVISION AND PARENT

Pursuant to the Cablevision By-Laws, the Board of Directors of Cablevision
has fixed the time and date for the determination of stockholders entitled to
notice of and to vote at the meeting as of the close of business on January 6,
1998. Accordingly, only holders of record of Cablevision Common Stock on such
date and at such time will be entitled to vote at the meeting, notwithstanding
any transfer of any stock on the books of Cablevision thereafter. On January 6,
1998, Cablevision had outstanding 13,983,496 shares of Cablevision Class A
Common Stock, each of which entitled the holder to one vote, and 11,096,709
shares of Cablevision Class B Common Stock, each of which entitled the holder to
ten votes. On such date, there were approximately 735 holders of record of
Cablevision Common Stock.

In accordance with Cablevision's confidential voting policy, all shareholder
proxies, ballots and voting materials will be confidentially inspected and
tabulated by independent inspectors of election and will not be disclosed to
Cablevision except under certain limited circumstances.

CABLEVISION

The following table sets forth (i) the number and percent of shares of
Cablevision Class A Common Stock and Cablevision Class B Common Stock owned of
record and beneficially as of March 31, 1997 by each director and each executive
officer of Cablevision and (ii) the name, address and the number and percent of
shares of Cablevision Class A Common Stock and Cablevision Class B Common Stock
owned of record and beneficially by persons beneficially owning more than five
(5%) percent of any class.

<TABLE>
<CAPTION>
COMBINED VOTING
POWER OF
CLASS A CLASS B CLASS A & CLASS B CLASS A & CLASS B
COMMON STOCK COMMON STOCK COMMON STOCK COMMON STOCK
BENEFICIALLY BENEFICIALLY BENEFICIALLY BENEFICIALLY
NAME AND ADDRESS OWNED (1) OWNED (1) (2) OWNED (1)(2) OWNED (1)(2)
- ----------------------------------------- -------------------- -------------------- --------------------- ---------------------
<S> <C> <C> <C> <C> <C> <C> <C>
Charles F. Dolan (3)(4).................. 331,618 2.4% 6,234,281 55.4% 6,565,899 26.4% 49.7%
One Media Crossways
Woodbury, NY 11797
The Capital Group Companies, Inc. (5).... 2,008,970 14.8% -- -- 2,008,970 8.1% 1.6%
Capital Research and Management
Company(5)
Capital Guardian Trust
Company (5)
333 South Hope Street
Los Angeles, CA 90071
The Equitable Companies, Incorporated
(6).................................... 2,392,383 17.6% -- -- 2,392,383 9.6% 1.9%
787 Seventh Avenue
New York, NY 10019
Gabelli Funds, Inc. (7).................. 3,779,329 28.7% -- -- 3,779,329 15.2% 3.0%
GAMCO Investors, Inc. (7)
One Corporate Center
Rye, NY 10580
John Tatta(8)............................ 20,000 * -- -- 20,000 * *
William J. Bell (9)(10).................. 116,349 * -- -- 116,349 * *
Francis F. Randolph, Jr.(11)............. 58,500 * -- -- 58,500 * *
Robert S. Lemle (9)(10).................. 93,957 * -- -- 93,957 * *
Marc Lustgarten (9)(10).................. 122,063 * -- -- 122,063 * *
Sheila A. Mahoney (10)................... 21,337 * -- -- 21,337 * *
Robert P. May............................ 200 * -- -- 200 * *
Daniel T. Sweeney (10)................... 31,351 * -- -- 31,351 * *
Charles D. Ferris (12)................... 9,000 * -- -- 9,000
Richard H. Hochman (12).................. 10,094 * -- -- 10,094
Victor Oristano (12)(13)................. 9,000 * -- -- 9,000
James L. Dolan (1)(14)(22)(23)........... 14,688 * 745,241 6.6% 759,929 3.0% 5.9%
Patrick F. Dolan (10)(15)(20)(24)........ 4,100 * 817,410 7.3% 821,510 3.3% 6.5%
</TABLE>

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<PAGE>
<TABLE>
<CAPTION>
COMBINED VOTING
POWER OF
CLASS A CLASS B CLASS A & CLASS B CLASS A & CLASS B
COMMON STOCK COMMON STOCK COMMON STOCK COMMON STOCK
BENEFICIALLY BENEFICIALLY BENEFICIALLY BENEFICIALLY
NAME AND ADDRESS OWNED (1) OWNED (1) (2) OWNED (1)(2) OWNED (1)(2)
- ----------------------------------------- -------------------- -------------------- --------------------- ---------------------
<S> <C> <C> <C> <C> <C> <C> <C>
Thomas C. Dolan (10)(16)(21)(25)(26)..... 4,017 * 663,686 5.9% 667,703 2.7% 5.3%
Vincent Tese (12)........................ 2,500 * -- -- 2,500 * *
All executive officers and directors as a
group (20 persons)
(3)(4)(8)(9)(10)(11)
(12)(13)(14)(15)(16)
(29)(21)(22)(23)(24)(25)(26)........... 902,287 6.4% 8,460,618 75.2% 9,362,905 37.1% 67.6%
Paul J. Dolan (17)(22)(23)(24)(25)(26)... 1,700 * 1,894,063 16.8% 1,895,763 7.6% 15.0%
100 Corporate Place Suite 150
Chardon, OH 44024
Kathleen M. Dolan (17)(23)............... 1,000 * 716,741 6.4% 717,741 2.9% 5.7%
One Media Crossways
Woodbury, NY 11797
Mary S. Dolan (18)(20)................... 2,500 * 597,401 5.3% 599,901 2.4% 4.7%
300 So. Riverside Plaza
Suite 1480
Chicago, IL 60606
Deborah A. Dolan (18)(24)................ 1,000 * 816,741 7.3% 817,741 3.3% 6.5%
One Media Crossways
Woodbury, NY 11797
Matthew J. Dolan (19)(21)................ 1,500 * 597,401 5.3% 598,901 2.4% 4.7%
231 Main Street
Court House Annex
Chardon, OH 44024
Marianne E. Weber (19)(25)(26)........... 1,000 * 654,855 5.8% 655,855 2.6% 5.2%
One Media Crossways
Woodbury, NY 11797
John MacPherson (27)..................... 43,000 * 1,883,074 16.7% 1,926,074 7.8% 14.9%
21 Old Town Lane
Halesite, NY 10019
</TABLE>

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

(1) Beneficial ownership of a security consists of sole or shared voting power
(including the power to vote or direct the vote) and/or sole or shared
investment power (including the power to dispose or direct the disposition)
with respect to the security through any contract, arrangement,
understanding, relationship or otherwise. Unless indicated, beneficial
ownership disclosed consists of sole voting and investment power. Beneficial
ownership of Cablevision Class A Common Stock is exclusive of the shares of
Cablevision Class A Common Stock that are issuable upon conversion of shares
of Cablevision Class B Common Stock.

(2) Cablevision Class B Common Stock is convertible into Cablevision Class A
Common Stock at the option of the holder on a share for share basis. The
holder of one share of Cablevision Class A Common Stock is entitled to one
vote at a meeting of stockholders of Cablevision, and the holder of one
share of Cablevision Class B Common Stock is entitled to ten votes at a
meeting of stockholders of Cablevision except in the election of directors.

(3) Includes 247,475 shares of Cablevision Class A Common Stock owned by the
Dolan Family Foundation, a New York not-for-profit corporation, the sole
members of which are Charles Dolan and his wife, Helen A. Dolan. Neither Mr.
Dolan nor Mrs. Dolan has an economic interest in such shares, but Mr. Dolan
and his wife share the ultimate power to vote and dispose of such shares.
Under certain rules of the Securities and Exchange Commission, so long as
Mr. Dolan and his wife retain such powers, each of Mr. Dolan and his wife is
deemed to have beneficial ownership thereof. Also includes 5,000 shares of
Cablevision Class A Common Stock owned directly by Mrs. Dolan. The number of
shares held as indicated includes 67,838 shares resulting from the assumed
conversion of 183,000 shares of Series I Preferred Stock (0.37070 shares of
Common Stock for each share of Cablevision Series I Preferred Stock).

(4) Does not include an aggregate 4,981,928 shares of Cablevision Class B Common
Stock held by trusts for the benefit of Dolan family interests (the "Dolan
Family Trusts"). The Dolan Family Trusts also own an aggregate of 94,026
shares of Cablevision Series C Preferred Stock which, commencing on December
30, 1997, may be converted by Cablevision into shares of Cablevision Class B
Common Stock in lieu of redeeming such shares for cash. All shares of
Cablevision Series C Preferred Stock were redeemed for cash on January 2,
1998. Mr. Dolan disclaims beneficial ownership of the shares owned by the
Dolan Family Trusts, in that he has neither voting nor investment power with
respect to such shares.

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<PAGE>
(5) Cablevision has been informed that certain operating subsidiaries of The
Capital Group Companies, Inc. exercised investment discretion over various
institutional accounts which held as of December 31, 1996, 2,008,970 shares
of Cablevision Class A Common Stock. Capital Guardian Trust Company, a bank,
and one of such operating companies, exercised investment discretion over
751,210 of such shares. Capital Research and Management Company, a
registered investment adviser, has investment discretion with respect to
1,184,660 of such shares. The number of shares held as indicated includes
549,370 shares resulting from the assumed conversion of 1,482,000 shares of
Cablevision Series I Preferred Stock (0.37070 shares of common stock for
each share of Cablevision Series I Preferred Stock).

(6) Cablevision has been informed that certain operating subsidiaries of The
Equitable Companies Incorporated exercise sole investment discretion over
various institutional accounts which own 2,392,383 shares of Cablevision
Class A Common Stock, and that such operating subsidiaries exercise sole
voting power with respect to 1,980,433 of such shares and sole dispositive
power with respect to all of such shares. The number of shares held as
indicated includes 938,083 shares resulting from the assumed conversion of
2,530,572 shares of Cablevision Series I Preferred Stock (0.37070 shares of
common stock for each share of Cablevision Series I Preferred Stock).

(7) Cablevision has been informed that certain operating subsidiaries of Gabelli
Funds, Inc. ("GFI") beneficially held, or exercise investment discretion
over various institutional accounts which beneficially held as of March 7,
1997, an aggregate of 3,779,329 shares of Class A Common Stock, including
approximately 24,745 shares of Cablevision Class A Common Stock that may be
obtained upon conversion of shares of Series I Preferred Stock held by such
entities on such date. Cablevision has been informed that GAMCO Investments,
Inc., an investment advisor registered under the Investment Advisers Act of
1940 and a wholly-owned subsidiary of GFI, held sole dispositive power over
2,951,450 of such shares and sole voting power over 2,809,350 of such
shares.

(8) Does not include 40,000 shares of Cablevision Class A Common Stock held by
the Tatta Family Group. The Tatta Family Group is a New York limited
partnership, the general partners of which are six trusts for the benefit of
Tatta family interests (the co-trustees of each of which are Stephen A.
Carib, Esq. and either Deborah T. DeCabia or Lisa T. Crowley, each a
daughter of John Tatta who has been a director since 1985 and was the
President of Cablevision from 1985 until 1991), and the limited partners of
which are trusts for the benefit of Mr. Tatta and Tatta Family interests
(the trustee of each of which is Stephen A. Carb, Esq.). Mr. Tatta who, as
of April 1, 1995, was the holder of 20,000 shares of Cablevision Class A
Common Stock, disclaims beneficial ownership of the stock beneficially owned
by trusts for the benefit of his family, in that he has neither voting nor
investment power with respect to such shares.

(9) Includes shares owned by children of the individuals listed, which shares
represent less than 1% of the outstanding Cablevision Class A Common Stock.

(10) Includes shares of Cablevision Common Stock issuable upon the exercise of
options granted pursuant to Cablevision's First Amended and Restated 1996
Employee Stock Plan or its predecessor plans which on April 1, 1997 were
unexercised but were exercisable within a period of 60 days from that date.
These amounts include the following number of shares for the following
individuals: Mr. James Dolan 13,688; Mr. Bell 116,050; Mr. Lemle 93,733, Mr.
Lustgarten 121,050; Ms. Mahony 21,191; Mr. Sweeney 14,800; Mr. Patrick Dolan
2,200; Mr. Thomas Dolan 3,017; and all executive officers and directors as a
group 422,264. Certain of these options held by Messrs. Bell, Lustgarten and
Lemle may be exercised only when the Fair Market Value (as defined) of a
share of Cablevision Class A Common Stock exceeds $67.80. These Options
(which are included in the aggregate option amounts set forth above in this
footnote(10)) are as follows: Mr. Bell 75,000; Mr. Lustgarten 80,000; and
Mr. Lemle 60,000. Certain of these options held by Ms. Mahony, Mr. Patrick
Dolan, Mr. Thomas Dolan and other executive officers, may be exercised only
when the Fair Market Value (as defined) of a share of Cablevision Class A
Common Stock exceeds $59.375. These options (which are included in the
aggregate option amounts set forth above in this footnote (10)) are as
follows; Ms. Mahony 2,500; Mr. Patrick Dolan 1,562; Mr. Thomas Dolan 1,375;
all executive officers and directors as a group 16,373.

(11) Includes 500 shares of Cablevision Class A Common Stock held by The Utopia
Fund and 500 shares of Cablevision Class A Common Stock held by The Sarah
Todd Fund. The Utopia Fund and The Sara Todd Fund are both private
charitable trusts of which Mr. Randolph is the sole trustee. Mr. Randolph
disclaims beneficial ownership of the shares of Cablevision Class A Common
Stock held by The Utopia Fund and The Sarah Todd Fund in that neither Mr.
Randolph nor any member of his immediate family has a vested interest in the
income or corpus of such trusts.

(12) Includes shares of Cablevision Common Stock issuable upon the exercise of
options granted pursuant to Cablevision's 1996 Stock Option Plan for
Non-Employee Directors, which on April 1, were unexercised but were
exercisable within a period of 60 days from that date. These amounts include
the following number of shares for the following individuals: Mr. Ferris
8,000; Mr. Hochman 8,000; Mr. Oristano 8,000; and Mr. Tese 2,500.

(13) The shares listed are owned by Alda Investment Company, a Florida
partnership consisting of members of the Oristano family.

(14) Includes 28,500 shares of Cablevision Class B Common Stock owned by trusts
for minor children as to which James L. Dolan disclaims beneficial
ownership. Also includes 716,741 shares of Cablevision Class B Common Stock
held by two family trusts of which James L. Dolan is a contingent
beneficiary and a co-trustee, as to which James L. Dolan disclaims
beneficial ownership, which shares are also described in footnotes (22) and
(23).

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<PAGE>
(15) Includes 9,500 shares of Cablevision Class B Common Stock owned by trust
for a minor child as to which Patrick F. Dolan disclaims beneficial
ownership. Also includes 807,910 shares of Cablevision Class B Common Stock
held by two family trusts of which Patrick Dolan is a contingent beneficiary
and a co-trustee, as to which Patrick F. Dolan disclaims beneficial
ownership, which shares are also described in footnotes (20) and (24).

(16) Includes 663,686 shares of Cablevision Class B Common Stock held by three
family trusts of which Thomas C. Dolan is a contingent beneficiary and a
co-trustee, as to which Thomas C. Dolan disclaims beneficial ownership,
which shares are also described in footnotes (21), (25) and (26).

(17) Includes 303,116 shares of Cablevision Class B Common Stock held by the DC
Kathleen Trust, the co-trustees of which are Kathleen Dolan and Paul Dolan.

(18) Includes 303, 116 shares of Cablevision Class B Common Stock held by the DC
Deborah Trust, the co-trustees of which are Deborah Dolan and Mary Dolan.

(19) Includes 294,285 shares of Cablevision Class B Common Stock held by the DC
Marianne Trust, the co-trustees of which are Marianne E. Weber and Matthew
Dolan.

(20) Includes 294,285 shares of Cablevision Class B Common Stock held by the DC
Patrick Trust, the co-trustees of which are Patrick Dolan and Mary Dolan.

(21) Includes 303,116 shares of Cablevision Class B Common Stock held by the DC
Thomas Trust, the co-trustees of which are Thomas Dolan and Matthew Dolan.

(22) Includes 303,116 shares of Cablevision Class B Common Stock held by the DC
James Trust, the co-trustees of which are James Dolan and Paul Dolan.

(23) Includes 413,625 shares of Cablevision Class B Common Stock held by the
Dolan Descendants Trust, the co-trustees of which are James Dolan and
Kathleen Dolan and Paul Dolan.

(24) Includes 513,625 shares of Cablevision Class B Common Stock held by the
Dolan Progeny Trust, the co-trustees of which are Patrick Dolan, Deborah
Dolan and Paul Dolan.

(25) Includes 307,625 shares of Cablevision Class B Common Stock held by the
Dolan Grandchildren Trust, the co-trustees of which are Thomas Dolan,
Marianne E. Weber and Paul Dolan.

(26) Includes 52,945 shares of Cablevision Class B Common Stock held by the
Dolan Spouse Trust, the co-trustees of which are Thomas Dolan, Marianne E.
Weber and Paul Dolan.

(27) Includes aggregate of 1,883,074 shares of Cablevision Class B Common Stock
held by various trusts for the benefit of family members of Charles F.
Dolan's family for which Mr. MacPherson serves as Trustee and, in such
capacity, exercises sole voting power and dispositive power with respect to
such shares. Such trusts also own an aggregate of 38,724 shares of
Cablevision Series C Preferred Stock. All shares of Cablevision Series C
Preferred Stock were redeemed for cash on January 2, 1998.

The Dolan family interests (other than Dolan) have agreed with Cablevision
that in the case of any sale or disposition by Dolan family interests (other
than Dolan) of shares of Cablevision Class B Common Stock to a holder other than
Dolan or Dolan family interests, the Cablevision Class B Common Stock will be
converted on the basis of one share of Cablevision Class A Common Stock for each
share of Cablevision Class B Common Stock. This agreement will apply to Parent
and the Parent Common Stock after the Merger.

Dolan and trusts for the benefit of members of his family, by virtue of
their ownership of Cablevision Class B Common Stock, are able collectively to
control stockholder decisions on matters in which holders of Cablevision Class A
Common Stock and Cablevision Class B Common Stock vote together as a class, and
to elect 75% of the Cablevision Board of Directors.

REGISTRATION RIGHTS. Cablevision has granted to each of Dolan, certain
Dolan family interests and the Dolan Family Foundation the right to require
Cablevision to register, at any time prior to the death of both Dolan and his
wife, the shares of Cablevision Class A Common Stock held by them provided that
the shares requested to be registered shall have an aggregate market value of at
least $3,000,000. There is no limitation on the number or frequency of the
registrations that such parties can demand pursuant to the preceding sentence.
After the death of both Dolan and his wife, such parties will be permitted one
additional registration. In addition, Cablevision has granted such parties
"piggy-back" rights pursuant to

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<PAGE>
which they may require Cablevision to register their holdings of Cablevision
Class A Common Stock on any registration statement under the Act with respect to
an offering by Cablevision or any security holder thereof (other than a
registration statement on Form S-8, S-4, S-15 or any successor form thereto).

Cablevision has granted Mr. Tatta and certain Tatta family interests the
right to require Cablevision, on any date, with the consent of Dolan, his widow
or the representative of the estate of Dolan or his wife, to register the shares
of Cablevision Class A Common Stock held by them provided that the shares
requested to be registered have an aggregate market value of at least
$3,000,000. After the death of both Dolan and his wife, such parties will be
permitted to demand only one registration. Such parties have also been granted
piggyback registration rights identical to those described above, provided that
in certain instances they received written consent of Dolan, his widow or the
representative of the estate of Dolan or his wife.

Pursuant to an Agreement of Sale and Assignment, dated as of February 14,
1989 among the A. Jerrold Perenchio Living Trust (the "Perenchio Trust"),
Cablevision, Mr. Tatta and certain Tatta family interests, the Perenchio Trust
was assigned registration rights with respect to the 270,000 shares of
Cablevision Class A Common Stock purchased under such agreement. In connection
with an option granted Mr. Randolph to acquire 840,000 shares of Cablevision
Class A Common Stock pursuant to Cablevision's 1986 Nonqualified Stock Option
Plan, Cablevision granted to Mr. Randolph a limited right to require Cablevision
to register such shares. Pursuant to these agreements, in 1990 Cablevision filed
a registration statement on Form S-3 with respect to these shares and has agreed
to use its best efforts to keep such registration statement continuously
effective until such time as all the shares covered thereby have been publicly
sold.

The registration rights agreements described above will apply to Parent and
the Parent Common Stock after the Merger.

PARENT

There is currently outstanding 1 share of Parent Class A Common Stock which
is owned by Cablevision. At the Effective Time of the Merger, such share of
Parent Class A Common Stock will be canceled and will no longer be outstanding.

It is anticipated that after giving effect to the Merger and the Issuance
and based on shares outstanding as of January 6, 1998, 13,983,496 shares of
Parent Class A Common Stock and 11,096,709 shares of Parent Class B Common Stock
will be issued and outstanding. If the Partnership Contribution is consummated,
an additional approximately 52,000 shares of Parent Class A Common Stock would
be issued and outstanding upon consummation of the Transactions and the
Partnership Contribution. It is anticipated that no Parent Preferred Stock will
be outstanding after the Transactions.

Based on ownership as of September 30, 1997, the directors and executive
officers of Parent as of the Effective Time as a group are expected to
beneficially own approximately 34.1% of the outstanding shares of Parent Common
Stock and 66.8% of the total voting power of the outstanding Parent Common Stock
after giving effect to the Merger and approximately 23.9% of the outstanding
shares of Parent Common Stock and 61.1% of the total voting power of the
outstanding shares of Parent Common Stock after giving effect to both of the
Merger and the Issuance. See "--Cablevision" for the number of shares of Parent
Common Stock expected to be beneficially owned by each director, the chief
executive officer and other executive officers of Parent.

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COMPARISON OF CERTAIN RIGHTS OF HOLDERS

RIGHTS OF HOLDERS OF PARENT COMMON STOCK COMPARED TO CABLEVISION COMMON STOCK

Upon consummation of the Merger, the holders of Cablevision Common Stock
will become holders of Parent Common Stock and their rights will be governed by
the Parent Certificate and the Parent Bylaws, copies of which are attached
hereto as Appendices G and H, respectively.

The following discussion is not complete and is qualified in its entirety by
reference to the DGCL and to the Parent Certificate and Parent Bylaws, which are
incorporated herein by reference.

Since both Parent and Cablevision are organized under the laws of the State
of Delaware, any differences in the rights of the stockholders of Parent and
Cablevision would arise solely from differences in their respective certificates
of incorporation and bylaws. The Parent Certificate and Parent Bylaws are
similar in all material respects to the Cablevision Certificate and Cablevision
Bylaws except that Parent will have authorized for issuance 280,000,000 shares
of Parent Common Stock under the Parent Certificate as compared to 70,000,000
shares of Cablevision Common Stock authorized for issuance under the Cablevision
Certificate. In addition, Parent does not have designated any series of Parent
Preferred Stock. The purpose of the additional authorized capital stock of
Parent is to provide adequate authorized shares for, among other things, the
Issuance and stock split that Parent may complete following the Transactions.

MANAGEMENT

BOARD OF DIRECTORS

Upon consummation of the Merger, the Parent Board of Directors will consist
of the members of the Cablevision Board of Directors immediately prior to the
Merger with two of the Class B Directors being Investor Directors pursuant to
the terms of the Contribution and Merger Agreement and the Stockholders
Agreement. The individuals listed under "Cablevision Designees" in the table
below are the current members of the Board of Directors of Cablevision who will
become members of the Board of Directors of Parent at the Effective Time and
Thomas C. Dolan who will become a member of the Board of Directors of Parent at
the Effective Time. The Investor Directors listed in the table below will become
members of the Board of Directors of Parent as Class B Directors at the
Effective Time.

<TABLE>
<CAPTION>
NAME AGE AS OF 4/1/97 POSITION
- ------------------------------------------------ ------------------- ------------------------------------------------
<S> <C> <C>

CABLEVISION DESIGNEES

Class A Directors
- ------------------------------------------------

Charles D. Ferris............................... 63 Director
Richard H. Hochman (1)(2)....................... 51 Director
Victor Oristano (1)(2).......................... 80 Director
Vincent Tese.................................... 54 Director

Class B Directors
- ------------------------------------------------

Charles F. Dolan................................ 70 Chairman and Director
James L. Dolan (3).............................. 41 CEO and Director
William J. Bell (3)............................. 57 Vice Chairman and Director
Marc A. Lustgarten (3).......................... 50 Vice Chairman and Director
Robert S. Lemle (3)............................. 44 Executive Vice President, General Counsel,
Secretary and Director
Patrick F. Dolan................................ 45 Director and Vice President of News
Sheila A. Mahony................................ 55 Senior Vice President and Director
</TABLE>

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<PAGE>

<TABLE>
<CAPTION>
NAME AGE AS OF 4/1/97 POSITION
- ------------------------------------------------ ------------------- ------------------------------------------------
<S> <C> <C>
Thomas C. Dolan....................... 44 Senior Vice President and Chief
Information Officer and Director
John Tatta (2)(3)..................... 76 Chairman of the Executive Committee
and Director

INVESTOR DIRECTORS

Class B Directors
- --------------------------------------

John C. Malone (4).................... 54 Director
Leo J. Hindery, Jr. (4)............... 49 Director
</TABLE>

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

(1) Member of the Audit Committee

(2) Member of the Compensation Committee

(3) Member of the Executive Committee

(4) To be a member of the Special Committee

All directors hold office until the next annual meeting of stockholders
following their elections or until their successors are elected and qualified.
Information with respect to the business experience and affiliations of each
Director is set forth below.

CABLEVISION DESIGNEES. Charles F. Dolan--Chairman and Director of
Cablevision since 1985. Chief Executive Officer of Cablevision from 1985 to
October 1995. Founded and acted as the General Partner of Cablevision's
predecessor from 1973 until 1985. Established Manhattan Cable Television in 1961
and Home Box Office in 1971. Charles F. Dolan is the father of James L. Dolan,
Patrick F. Dolan and Thomas C. Dolan.

James L. Dolan--Chief Executive Officer of Cablevision since October 1995
and Director of Cablevision since 1991. Chief Executive Officer of Rainbow
Programming Holdings, Inc., a subsidiary of Cablevision, from September 1992 to
October 1995. Vice President of Cablevision from 1987 to September 1992.
Director of Advertising Sales from 1985 to September 1992. Manager of
Advertising Sales from 1983 to 1985. James L. Dolan is the son of Charles F.
Dolan and the brother of Patrick F. Dolan and Thomas C. Dolan.

William J. Bell--Vice Chairman and Director of Cablevision since 1985.
Joined Cablevision's predecessor in 1979. Mr. Bell is a member of the Board of
Governors of AMEX.

Marc A. Lustgarten--Director of Cablevision since 1985. Vice Chairman of
Cablevision since 1989. Executive Vice President of Cablevision from 1985 to
1989.

Robert S. Lemle--Director of Cablevision since 1988. Executive Vice
President, General Counsel and Secretary since February 1994. Senior Vice
President, General Counsel and Secretary of Cablevision from 1986 to February
1994 and Vice President, General Counsel and Secretary of Cablevision from 1985
to 1986.

Sheila A. Mahoney--Director of Cablevision since 1988. Senior Vice President
of Cablevision since June 1995. Vice President of Government Relations and
Public Affairs of Cablevision and its predecessor from 1980 to June 1995.

Patrick F. Dolan--Director of Cablevision since August 1991. Vice President
of News since September 1995. News Director of News 12 Long Island, a subsidiary
of Cablevision, from December 1991 to September 1995. Producer of Special
Projects of News 12 Long Island from January 1990 to December 1991 and Special
Projects Director of News 12 Long Island from May 1989 to January 1990. Patrick
F. Dolan is the son of Charles F. Dolan and the brother of James L. Dolan and
Thomas C. Dolan.

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Thomas C. Dolan--Senior Vice President and Chief Information Officer of
Cablevision since February 1996. Vice President and Chief Information Officer of
Cablevision from July 1994 to February 1996. General Manager of Cablevision's
East End Long Island cable system from November 1991 through July 1994. Thomas
C. Dolan is the son of Charles F. Dolan and the brother of Patrick F. Dolan and
James L. Dolan.

John Tatta--Director of Cablevision since 1985. Chairman of the Executive
Committee of Cablevision and consultant to Cablevision since January 1992.
President of Cablevision from 1985 through December 1991. Chief Operating
Officer of Cablevision from 1985 to 1989.

Charles D. Ferris--Director of Cablevision since 1985. Member of the law
firm of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C. since 1981. Chairman
of the FCC from October 1977 until April 1981.

Richard H. Hochman--Director of Cablevision since 1986. Managing Partner of
Regent Capital Partners, L.P. since April 1995. Managing Director of PaineWebber
Incorporated from 1990 to April 1995.

Victor Oristano--Director of Cablevision since 1985. Chairman of Alda
Limited Partners, a holding company which has built and operated cable
television systems in Connecticut, Florida, New Jersey, Pennsylvania and the
United Kingdom since 1966. Mr. Oristano is also a member of the Board of
Directors of People's Choice TV Corp.

Vincent Tese--Director of Cablevision since July 1996. Director of The Bear
Stearns Companies, Inc. since December 1994. Chairman of Wireless Cable
International, Inc. since July 1995. Chairman of Cross Country Wireless from
December 1994 to July 1995. Mr. Tese served as Chairman and Chief Executive
Officer of the New York State Urban Development Corporation from 1985 to 1987,
and as Director of Economic Development for New York State from 1987 to December
1994. Mr. Tese also serves on the Board of Directors of Quintel Entertainment,
Inc., Custodial Trust Company and Bowne & Co., Inc.

INVESTOR DIRECTORS. John C. Malone--Born March 7, 1941; director of
Tele-Communications since June of 1994; Chairman of the Board of
Tele-Communications from November 1996; Chief Executive Officer of
Tele-Communications from January of 1994; President of Tele-Communications from
January of 1994 through March of 1997; Chief Executive Officer of TCI from March
of 1992 to October of 1994 and President of TCI from 1973 to October of 1994;
Chairman of the Board of Directors of International since May of 1995; director
of TPAC since July of 1996; is President and a director of many of Tele-
Communications' subsidiaries; director of BET Holdings, Inc., The Bank of New
York and TCI Satellite Entertainment, Inc.; TCI director since 1973.

Leo J. Hindery, Jr.--Born October 31, 1947; director of the
Tele-Communications Board since May of 1997; President and Chief Operating
Officer of Tele-Communications from March of 1997; President, Chief Executive
Officer and a director of TCI since March of 1997; was founder, Managing General
Partner and Chief Executive Officer of InterMedia Partners and its affiliated
entities since 1988; also a director and Chairman of the Board of TCI Music.

COMPENSATION OF DIRECTORS. Compensation for directors of Parent will be as
is currently the case for Cablevision directors. For a description of such
compensation arrangements, see the portions of the 1997 Proxy Statement included
in the Form 10-K incorporated herein by reference. See "Incorporation of Certain
Information by Reference."

Parent currently anticipates that it will pay, as is currently the case for
Cablevision, its non-employee directors a retainer fee of $20,000 per year for
membership on the Board of Directors, and a $1,000 fee for attendance in person
and a $500 fee for attendance by telephone at each Board of Directors or
Committee meeting in person.

COMMITTEES OF THE BOARD OF DIRECTORS. Following the Merger, the Board or
Directors of Parent will establish such committees and designate members of such
committees as is currently the case for

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Cablevision and as it may deem appropriate. For a description of such
committees, which include an Executive Committee, an Audit Committee and a
Compensation Committee, see portions of the 1997 Proxy Statement included in the
Form 10-K incorporated herein by reference. See "Incorporation of Certain
Information by Reference." The Stockholders Agreement provides for Parent to
establish in accordance with the Parent Bylaws the Special Committee (as defined
in the Stockholders Agreement), and the Investor Directors will be members of
that committee. See "Certain Related Agreements--The Stockholders Agreement."

CONFLICTS OF INTEREST; INTERLOCKS; INSIDER PARTICIPATION; AND RELATIONSHIPS
AND RELATED TRANSACTIONS. For a description of certain conflicts of interest,
Compensation Committee Interlocks, insider participation relationships and
related transactions with other directors that currently apply to Cablevision
and are currently anticipated to apply to Parent after the Merger, see the
portions of the 1997 Proxy Statement included in the Form 10-K incorporated
herein by reference. See "Incorporation of Certain Information by Reference."

EXECUTIVE OFFICERS

Set forth below are the names and titles, following the Effective Time, of
the persons who will serve as executive officers of Parent immediately following
the Merger.

<TABLE>
<CAPTION>
NAME AGE AS OF 4/1/97 POSITION
- ------------------------------------------------ ------------------- ------------------------------------------------
<S> <C> <C>
Charles F. Dolan................................ 70 Chairman and Director
James L. Dolan.................................. 41 Chief Executive Officer and Director
William J. Bell................................. 57 Vice Chairman and Director
Marc A. Lustgarten.............................. 50 Vice Chairman and Director
Robert S. Lemle................................. 44 Executive Vice President, General Counsel,
Secretary and Director
Andrew B. Rosengard............................. 39 Executive Vice President, Financial Planning and
Controller
Margaret Albergo................................ 43 Senior Vice President, Planning and Performance
Joseph W. Cece.................................. 44 Senior Vice President, Strategic Planning
Thomas C. Dolan................................. 44 Senior Vice President and Chief Information
Officer and Director
Sheila A. Mahony................................ 55 Senior Vice President and Director
Barry J. O'Leary................................ 53 Senior Vice President, Finance and Treasurer
Patrick F. Dolan................................ 45 Vice President of News and Director
</TABLE>

Information with respect to the business experience and affiliations of each
executive officer who is not also currently anticipated to serve as a Director
of Parent is set forth below.

Margaret Albergo--Senior Vice President, Planning and Performance of
Cablevision since October 1996. Senior Vice President, Operations of Rainbow
Programming Holdings, Inc. from August 1995 to October 1996. Vice President,
Corporate Development of Rainbow Programming Holdings, Inc. from 1993 until
August 1995. Director of Operations and Administration of News 12 Long Island
from 1991 to 1993.

Joseph W. Cece--Senior Vice President, Strategic Planning of Cablevision
since February 1996. President and Chief Operating Officer of Cablevision
Lightpath, Inc. from January 1994 to February 1996. Vice President, New Business
of Cablevision from September 1993 to January 1994. President and Publisher of
T.V. Guide from October 1988 to August 1993.

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<PAGE>
Barry J. O'Leary--Senior Vice President, Finance of Cablevision since 1986.
Vice President of Cablevision from 1985 to 1986 and Treasurer of Cablevision
since December 1985. Joined Cablevision's predecessor in 1984.

Andrew B. Rosengard--Executive Vice President and Controller of Cablevision
since November 1997 and Senior Vice President and Controller of Cablevision from
February 1996 to November 1997. Senior Vice President, Finance for Rainbow
Programming Holdings, Inc. from 1990 to February 1996. Vice President, Finance
and Administration of Rainbow Programming Holdings, Inc. from 1988 to 1990.
Prior to joining Rainbow Programming Holdings, Inc. in 1986, Mr. Rosengard was
director of planning, business development and research of CBS Broadcasting
Group, CBS, Inc.

COMPENSATION OF EXECUTIVE OFFICERS; EMPLOYMENT ARRANGEMENTS. Parent has not
yet paid any compensation to its chief executive officer or any of its other
executive officers. Parent currently anticipates that the compensation of such
executive officers and policies for determining such compensation will be the
same after the Merger as is currently the case for the Cablevision executive
officers. Cablevision is party to employment arrangements with its executive
officers, some of which contain change of control or severance provisions. These
arrangements will be assumed by, and become arrangements of, Parent after the
Merger. The consummation of the Transactions will not trigger any benefits or
payments under these arrangements.

For information concerning the employment arrangements of, and the
compensation paid to, the chief executive officer and the other four most highly
compensated executive officers of Cablevision for the 1996 fiscal year and
concerning the compensation policies of Cablevision, see the 1997 Proxy
Statement included in the Form 10-K which is incorporated herein by reference.
See "Incorporation of Certain Information by Reference."

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<PAGE>
THE PLAN PROPOSALS

THE PARENT EMPLOYEE STOCK PLAN

On February 13, 1996, Cablevision's Board of Directors adopted, subject to
shareholder approval, the Cablevision Systems Corporation 1996 Employee Stock
Plan (the "1996 Plan"). On April 25, 1996, the Cablevision Board of Directors
approved certain amendments to the 1996 Plan (as so amended, the "Restated 1996
Stock Plan"), and the Restated 1996 Stock Plan was approved by the stockholders
of Cablevision at the 1996 Annual Meeting.

The Restated 1996 Plan has been amended and adopted by Parent in connection
with the Transactions (as so amended and restated, the "Parent Employee Stock
Plan") and is being submitted to the stockholders of Cablevision in connection
with the Transactions in order to ensure its continued compliance with the
requirements for future grants of "incentive stock options" under Section 422 of
the Code, as well as with the requirements of Section 162(m) of the Code
relating to the deduction of annual compensation in excess of $1 million to
certain executive officers. In order to comply with these requirements, approval
of the holders of Parent Class A Common Stock issued in the Issuance, which will
be sought separately by Parent, must also be obtained. The text of the Parent
Employee Stock Plan is set forth in Appendix D hereto, and the following
discussion is qualified in its entirety by reference thereto.

The Parent Employee Stock Plan will be administered by the Compensation
Committee. Awards may be granted under the Parent Employee Stock Plan to key
employees of Parent and its affiliates (other than members of the Compensation
Committee) as the Compensation Committee may determine. The Compensation
Committee may make awards under the Parent Employee Stock Plan for up to an
aggregate number of shares equal to the sum of (i) 1,500,000 shares, which may
be either treasury shares or authorized and unissued shares, and (ii) the number
of restricted shares, if any, purchased from employees by Parent. Additionally,
if an award is paid or settled in cash, or expires, lapses, terminates or is
canceled without the issuance of shares, then the Compensation Committee may
grant awards with respect to shares subject to such prior awards. In the event
of any stock dividend, stock split, spin-off, reclassification,
recapitalization, or other similar event resulting in dilution of the Parent
Class A Common Stock, then the number of shares of Parent Class A Common Stock
issuable under the Parent Employee Stock Plan shall be proportionately adjusted
to reflect such transaction. No single employee may be issued awards for a
number of shares exceeding 600,000 over the term of the Parent Employee Stock
Plan.

Under the Parent Employee Stock Plan, Parent may grant "incentive stock
options", as defined in Section 422 of the Code, non-qualified stock options,
restricted stock and bonus award shares. Bonus award shares are restricted
shares that are payable upon vesting in cash and/or stock at Parent's election.
The option exercise price of stock options may not be less than the fair market
value per share of Parent Class A Common Stock on the date the option is
granted. Other than in the case of the death of an award recipient, such options
may be exercised for a term no longer than ten years. The Parent Employee Stock
Plan provides that, in conjunction with the grant of an option, Parent may grant
stock appreciation rights ("SARs") pursuant to which the employee may elect to
receive payment, either in lieu of the right to exercise such option or in
addition to the stock received upon the exercise of such option, as the
Compensation Committee may determine at the time the SAR is granted, equal to
the difference between the fair market value of the stock as of the date the SAR
is exercised and the option exercise price. The Parent Employee Stock Plan
permits the granting of restricted shares and bonus award shares at prices
determined by the Compensation Committee.

Under the Parent Employee Stock Plan, the Compensation Committee would have
the authority, in its discretion, to add performance criteria as a condition to
any employee's exercise of a stock option or SAR, or the vesting or payment of
any bonus award shares or restricted shares, granted under the Parent Employee
Stock Plan. Additionally, the Parent Employee Stock Plan specifies certain
performance criteria that may, in the case of certain executive officers of
Parent, be conditions precedent to the vesting of bonus award shares or
restricted shares granted to such executives under the Parent Employee Stock
Plan. These

87
<PAGE>
performance criteria include: (i) earnings per share, (ii) total return to
stockholders, (iii) return on equity, (iv) operating income or net income, (v)
return on capital, (vi) costs, (vii) results relative to budget, (viii) cash
flow, (ix) cash flow margin, (x) cash flow per subscriber, (xi) revenues, (xii)
revenues per subscriber, (xiii) subscriber growth, (xiv) results relative to
quantitative customer service standards, (xv) results relative to quantitative
customer satisfaction standards, or (xvi) specified increase in the Fair Market
Value of Parent Class A Common Stock. Application of the performance criteria
may be by reference to the performance of Parent or an affiliate of Parent or a
subdivision or other business unit of either, or any combination of the
foregoing, or based on comparative performance relative to other companies.
Restricted shares, bonus award shares and shares issuable upon the exercise of
an option are paid, at the specified vesting or exercise date, as the case may
be, in shares of Parent Class A Common Stock unless satisfied or settled in cash
pursuant to the terms of the Parent Employee Stock Plan.

The Board of Directors or the Compensation Committee may discontinue the
Parent Employee Stock Plan at any time and from time to time may amend or revise
the terms of the Parent Employee Stock Plan, as permitted by applicable law,
except that it may not revoke or alter, in any manner unfavorable to the
recipient of an outstanding award under the Parent Employee Stock Plan, any
award made under the Parent Employee Stock Plan, without the consent of the
recipient of that award, nor may it amend the Parent Employee Stock Plan without
the approval of the stockholders of Parent if such approval is required by Rule
16b-3 under the 1934 Act for transactions pursuant to the Parent Employee Stock
Plan to continue to be exempt thereunder.

CERTAIN FEDERAL INCOME TAX CONSEQUENCES. The following summary generally
describes the principal Federal (but not state and local) income tax
consequences of the issuance and exercise of options under the Parent Employee
Stock Plan. It is general in nature and is not intended to cover all tax
consequences that may apply to a particular participant or Parent. The
provisions of the Code and the regulations thereunder relating to these matters
are complex and their impact in any one case may depend upon the particular
circumstances.

An employee will not realize any income when an incentive stock option is
granted under the Parent Employee Stock Plan or when such an option is
exercised, and Parent will not be entitled to a deduction with respect to the
grant or exercise of such an option. The difference between the exercise price
of an incentive stock option and the fair market value of Parent Class A Common
Stock subject to the option at the time of exercise is an item of tax preference
which may result in the employee being subject to the alternative minimum tax.
If the employee holds the Parent Class A Common Stock acquired under an
incentive stock option for at least two years from the date the option is
granted and at least one year from the date of exercise of the option, any gain
realized by the employee when the Parent Class A Common Stock is sold will be
taxable as capital gain. If the holding periods are not satisfied, the employee
will realize ordinary income in the year of the disposition of the Parent Class
A Common Stock in an amount equal to the excess of the fair market value of such
Parent Class A Common Stock on the date of exercise (or the proceeds of the
disposition, if lower) over the option price, and Parent will be entitled to a
corresponding deduction. Any remaining gain will be capital gain. If an
incentive stock option is settled by Parent in cash, Parent Class A Common Stock
or a combination thereof, the employee will recognize ordinary income at the
time of settlement equal to the fair market value of such cash, Parent Class A
Common Stock or combination thereof and Parent shall be entitled to a
corresponding deduction.

An employee will not realize any income, and Parent will not be entitled to
a deduction, at the time that a non-qualified stock option is granted under the
Parent Employee Stock Plan. Upon exercising a non-qualified stock option, an
employee will realize ordinary income, and Parent will be entitled to a
corresponding deduction, in an amount equal to the excess of the fair market
value on the exercise date of the Parent Class A Common Stock subject to the
option over the exercise price of the option. The employee will have a basis in
the Parent Class A Common Stock received as a result of the exercise, for
purposes of computing capital gain or loss, equal to the fair market value of
such Parent Class A Common Stock on the exercise date and the employee's holding
period in the Parent Class A Common Stock

88
<PAGE>
received will commence on the date of exercise. If a non-qualified stock option
is settled by Parent in cash, Parent Class A Common Stock or a combination
thereof, the employee will recognize ordinary income at the time of settlement
equal to the fair market value of such cash, Parent Class A Common Stock or
combination thereof and Parent shall be entitled to a corresponding deduction.

LONG-TERM CAPITAL GAIN. The maximum rate of tax on long-term capital gain
for shares sold after July 28, 1997 is 20% if the shares have been held for more
than 18 months and 28% for shares held for more than 12 months but not more than
18 months. The 20% maximum rate is reduced to 18% with respect to options
granted after December 31, 2000.

Because Parent is assuming the Parent Employee Stock Plan from Cablevision
as amended and is to be treated as a successor to Cablevision thereunder, grants
of awards under the Restated 1996 Stock Plan are "counted against" the awards
available under the Parent Employee Stock Plan. On May 1, 1996, the Compensation
Committee authorized the grant of 500,855 options, 500,855 SARs and 90,850 Bonus
Awards to 243 employees pursuant to the Restated 1996 Stock Plan; Mr. Quinn and
all executive officers as a group received 16,000 and 69,000 options, and 16,000
and 69,000 SARS, respectively. No executive officer received Bonus Awards under
this grant.

In addition, the approval of the holders of Parent Class A Common Stock
issued in the Issuance must also be obtained and Parent will seek such approval
separately. Abstentions from voting will have the same effect as voting against
the proposal. Broker non-votes will have no effect on the outcome of the vote on
this proposal.

Approval of the Contribution and Merger Agreement will constitute approval
of the stock options, conjunctive rights, bonus award shares and incentive
awards of Parent to be issued in replacement of outstanding Cablevision stock
options, conjunctive rights, bonus award shares and incentive awards pursuant to
the Contribution and Merger Agreement.

EACH OF THE CABLEVISION AND THE PARENT BOARDS OF DIRECTORS RECOMMENDS A VOTE
FOR ADOPTION AND APPROVAL OF THE PARENT EMPLOYEE STOCK PLAN.

THE PARENT LONG-TERM INCENTIVE PLAN

On April 23, 1997, Cablevision's Board of Directors adopted, subject to
shareholder approval, the Cablevision Systems Corporation 1997 Long-Term
Incentive Plan (the "Cablevision Long-Term Incentive Plan"), and the Cablevision
Long-Term Incentive Plan was approved by the stockholders of Cablevision at the
1997 Annual Meeting. The Cablevision Long-Term Incentive Plan has been amended
and adopted by Parent in connection with the Transactions (as so amended and
restated, the "Parent Long-Term Incentive Plan") and is being submitted to the
stockholders of Cablevision in connection with the Transactions in order to
ensure its continued compliance with the requirements of Section 162(m) of the
Code relating to the deduction of annual compensation in excess of $1 million to
certain executive officers. In order to comply with these requirements, approval
of the holders of Parent Class A Common Stock issued in the Issuance, which will
be sought separately by Parent, must also be obtained. The text of the Parent
Long-Term Incentive Plan is set forth in Appendix E hereto, and the following
discussion is qualified in its entirety by reference thereto.

The Parent Long-Term Incentive Plan will be administered by the Compensation
Committee. Awards may be granted under the Parent Long-Term Incentive Plan to
such officers and key employees of Parent, or an affiliate of Parent, as the
Compensation Committee may determine, except that Dolan shall not be eligible to
receive awards under the plan.

89
<PAGE>
The Compensation Committee may establish one or more conditions which must
be satisfied in order for a participant to be entitled to an award under the
plan. The Parent Long-Term Incentive Plan specifies certain performance criteria
that may, in the discretion of the Compensation Committee, be conditions
precedent to the payment of any award granted under the plan, to the Company's
Chief Executive Officer, any other employee who the Compensation Committee
determines is likely to be among the four other highest compensated officers for
the year in which an award is made or payable, as well as any other employee
designated by the Committee in its discretion. These performance criteria
include satisfaction of one or more of the following over a period or periods
selected by the Committee: (i) earnings per share, (ii) total return to
stockholders, (iii) return on investment, (iv) operating income or net income,
(v) costs, (vi) results relative to budget, (vii) cash flow, (viii) cash flow
margin, (ix) cash flow per subscriber, (x) revenues, (xi) revenues per
subscriber, (xii) subscriber growth, (xiii) results relative to quantitative
customer service standards, (xiv) results relative to quantitative customer
satisfaction standards, (xv) market share, (xvi) a specified increase in the
fair market value of Parent's Class A Common Stock, or (xvii) a specified
increase in the private market value of Parent.

All awards granted under the Parent Long-Term Incentive Plan are payable
solely in cash. In no event may any participant be granted an award at any one
time in an amount exceeding $5,000,000. No awards may be made under the Parent
Long-Term Incentive Plan after December 31, 2006.

Because Parent is assuming the Parent Long-Term Incentive Plan and is be
treated as a successor to Cablevision thereunder, the following table provides
information with respect to awards made in March 1997 to the Chief Executive
Officer and the four other most highly compensated executive officers of
Cablevision, all executive officers of Cablevision as a group, all directors of
Cablevision who are not executive officers as a group and all employees of
Cablevision excluding all current officers who are not executive officers as a
group. Other awards may be made to such persons and groups in the future but the
amount and timing thereof cannot be currently determined. Payment of these
awards is contingent on the achievement of certain performance criteria
established by the Compensation Committee.

<TABLE>
<CAPTION>
NAME TITLE AMOUNT OF AWARD
- -------------------------------------------- -------------------------------------------- ---------------------
<S> <C> <C>
Charles F. Dolan............................ Chairman $ 0
James L. Dolan.............................. Chief Executive Officer $ 4,000,000
Marc Lustgarten............................. Vice Chairman $ 2,250,000
William J. Bell............................. Vice Chairman $ 2,000,000
Robert S. Lemle............................. Executive Vice President, $ 1,650,000
General Counsel and Secretary
Executive Officer Group..................... $ 11,900,000
Non-Executive Officer Director Group........ $ 0
Non-Executive Officer Employee Group........ $ 1,750,000
</TABLE>

The Parent Long-Term Incentive Plan may be amended by the Board of Directors
or the Compensation Committee, as permitted by applicable law.

The affirmative vote of a majority of the votes cast at the Special Meeting,
in person or by proxy, by holders of the Cablevision Class A Common Stock and
the Cablevision Class B Common Stock, voting together as a single class, is
required to authorize and approve the Parent Long-Term Incentive Plan.
Abstentions from voting will have the same effect as voting against the
proposal. Broker non-votes will have no effect on the outcome of the vote on
this proposal. In addition, approval of the holders of Parent Class A Common
Stock issued in the Issuance must also be obtained. Parent will seek such
approval separately.

Approval of the Contribution and Merger Agreement will constitute approval
of the stock options, conjunctive rights, bonus award shares and incentive
awards of Parent to be issued in replacement of

90
<PAGE>
outstanding Cablevision stock options, conjunctive rights, bonus award shares
and incentive awards pursuant to the Contribution and Merger Agreement.

EACH OF THE CABLEVISION AND THE PARENT BOARDS OF DIRECTORS RECOMMENDS A VOTE
FOR ADOPTION AND APPROVAL OF THE PARENT LONG-TERM INCENTIVE PLAN.

91
<PAGE>
CERTAIN LEGAL MATTERS

The validity of the securities issued hereunder will be passed upon for
Parent by Robert S. Lemle, Executive Vice President, General Counsel and
Secretary of Cablevision and Parent. In addition Sherman & Howard, L.L.P. and
Sullivan & Cromwell have delivered opinions attached as Exhibits to the
Registration Statement (which are incorporated herein by reference) to TCI and
Cablevision and Parent, respectively, regarding certain tax matters relating to
the Transactions.

EXPERTS

The consolidated financial statements and schedule of Cablevision and its
subsidiaries as of December 31, 1996 and 1995 and for each of the years in the
three-year period ended December 31, 1996 that are included in the Form 10-K
which is incorporated by reference in this Proxy Statement/Prospectus by
reference have been incorporated herein and in the Registration Statement in
reliance upon the report of KPMG Peat Marwick LLP, independent certified public
accountants, incorporated by reference herein, and upon the authority of said
firm as experts in accounting and auditing.

The consolidated financial statements of A-R Cable Services, Inc. and its
subsidiaries as of December 31, 1996 and 1995 and for each of the years in the
three-year period ended December 31, 1996 that are included in the Form 10-K,
which is incorporated in this Proxy Statement/Prospectus by reference, have been
incorporated herein and in the Registration Statement in reliance upon the
report of KPMG Peat Marwick LLP, independent certified public accountants,
incorporated by reference herein, and upon the authority of said firm as experts
in accounting and auditing.

The consolidated balance sheet of Parent as of November 21, 1997 has been
included in this Proxy Statement/Prospectus in reliance upon the report of KPMG
Peat Marwick LLP, independent certified public accountants, appearing elsewhere
herein and upon the authority of said firm as experts in accounting and
auditing.

The combined balance sheets of the TCI New Jersey and New York Systems (as
defined in note 1 to the combined financial statements) as of December 31, 1996
and 1995, and the related combined statements of operations and parent's
investment and cash flows for each of the years in the three-year period ended
December 31, 1996, have been included herein in reliance upon the report, dated
July 29, 1997, of KPMG Peat Marwick LLP, independent certified public
accountants, appearing elsewhere herein, and upon the authority of said firm as
experts in accounting and auditing.

The combined balance sheets of the TKR New Jersey/New York Systems (a
combination of certain assets as defined in note 1 to the combined financial
statements) as of December 31, 1996 and 1995, and the related combined
statements of earnings, changes in combined deficit, and cash flows for each of
the years in the three-year period ended December 31, 1996, have been included
herein in reliance upon the report, dated July 21, 1997, of KPMG Peat Marwick
LLP, independent certified public accountants, appearing elsewhere herein, and
upon the authority of said firm as experts in accounting and auditing.

Representatives of KPMG Peat Marwick, LLP are expected to be present at the
Special Meeting, where they will have the opportunity to make a statement if
they desire to do so and will be available to respond to appropriate questions.

STOCKHOLDER PROPOSALS

If the Merger is consummated, the first annual meeting of the stockholders
of Parent is expected to be in the month of June 1998; and if the Merger is not
consummated, the next annual meeting of the stockholders of Cablevision is
expected to be on or about the same date.

Proposals of stockholders intended to be presented at Parent's or
Cablevision's 1998 annual meeting of stockholders (as the case may be) must be
received by such company at its executive offices shown on page 1 of this Proxy
Statement/Prospectus on or prior to January 19, 1998 to be eligible for
inclusion in such company's proxy material to be used in connection with such
1998 meeting.

92
<PAGE>
CERTAIN FINANCIAL INFORMATION
INDEPENDENT AUDITORS' REPORT

The Stockholder
CSC Parent Corporation:

We have audited the accompanying consolidated balance sheet of CSC Parent
Corporation and subsidiary as of November 21, 1997. This financial statement is
the responsibility of the Company's management. Our responsibility is to express
an opinion on this financial statement based on our audit.

We conducted our audit in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statement is free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statement. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audit provides a reasonable basis for our opinion.

In our opinion, the financial statement referred to above presents fairly,
in all material respects, the consolidated financial position of CSC Parent
Corporation and subsidiary at November 21, 1997, in conformity with generally
accepted accounting principles.

KPMG Peat Marwick LLP

Jericho, New York
December 22, 1997

F-1
<PAGE>
CSC PARENT CORPORATION AND SUBSIDIARY

CONSOLIDATED BALANCE SHEET

NOVEMBER 21, 1997

<TABLE>
<S> <C>
ASSETS

Cash................................................................................. $ 1.00
---------

Total assets..................................................................... $ 1.00
---------
---------

LIABILITIES AND STOCKHOLDER'S EQUITY

Stockholder's equity:
Preferred stock, $.01 par value, 10,000,000 shares authorized...................... $ --

Common stock, $.01 par value
Class A common stock, 200,000,000 shares authorized, 1 share issued and
outstanding..................................................................... $ .01

Class B common stock, 80,000,000 shares authorized, none issued.................. --

Additional paid-in capital....................................................... $ .99
---------

Total liabilities and stockholder's equity....................................... $ 1.00
---------
---------
</TABLE>

See accompanying note to consolidated balance sheet.

F-2
<PAGE>
CSC PARENT CORPORATION AND SUBSIDIARY

NOTE TO CONSOLIDATED BALANCE SHEET

NOVEMBER 21, 1997

NOTE 1. THE COMPANY AND NATURE OF OPERATIONS

CSC Parent Corporation (the "Company") was formed on November 21, 1997 as a
wholly owned subsidiary of Cablevision Systems Corporation ("Cablevision") and
in turn, owns 100% of CSC Merger Corporation ("Merger Sub"). The Company has not
conducted any business activities through December 22, 1997, other than those
incident to its formation and the execution of certain documents in connection
with pending contributions to the company of certain partnership interests and
assets of TCI Communications, Inc. (the "Contributed Assets"). The Company was
formed as a holding company to conduct the business of Cablevision and its
subsidiaries and the current business of the Contributed Assets.

In connection with a proposed Contribution and Merger Agreement, Merger Sub
will merge with and into Cablevision and Cablevision will become a wholly owned
subsidiary of the Company (the "Merger"). In the Merger, each outstanding share
of Cablevision Class A Common Stock and Cablevision Class B Common Stock will be
converted into one share of the Company's Class A Common Stock and the Company's
Class B Common Stock, respectively. Subsequent to the Merger, Cablevision will
change its name to CSC Holdings, Inc. and the Company will change its name to
Cablevision Systems Corporation.

Substantially, simultaneously with and immediately after the consummation of
the Merger, the Company will issue an aggregate of 12,235,543 shares of its
Class A Common Stock, subject to certain adjustments pursuant to the
Contribution and Merger Agreement, in exchange for the receipt by the Company of
all of the Contributed Assets. As a result of the transactions described above,
Cablevision will become a wholly owned subsidiary of the Company and the Company
will become a new holding company owning the Contributed Assets and Cablevision.

F-3
<PAGE>
INDEPENDENT AUDITORS' REPORT

The Board of Directors:
TCI Communications, Inc.:

We have audited the accompanying combined balance sheets of the TCI New
Jersey and New York Systems (as defined in Note 1 to the combined financial
statements) as of December 31, 1996 and 1995, and the related combined
statements of operations and parent's investment and cash flows for each of the
years in the three-year period ended December 31, 1996. These combined financial
statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these combined financial statements
based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the combined financial statements referred to above present
fairly, in all material respects, the financial position of the TCI New Jersey
and New York Systems as of December 31, 1996 and 1995, and the results of their
operations and their cash flows for each of the years in the three-year period
ended December 31, 1996, in conformity with generally accepted accounting
principles.

KPMG Peat Marwick LLP

Denver, Colorado
July 29, 1997

F-4
<PAGE>
TCI NEW JERSEY AND NEW YORK SYSTEMS
(DEFINED IN NOTE 1)

COMBINED BALANCE SHEETS

DECEMBER 31, 1996 AND 1995

<TABLE>
<CAPTION>
1996 1995
---------- ---------
<S> <C> <C>
AMOUNTS IN THOUSANDS
ASSETS
Cash and cash equivalents.................................................................. $ 1,604 --

Trade and other receivables, net........................................................... 8,789 7,975

Property and equipment, at cost:
Land..................................................................................... 186 186
Distribution systems..................................................................... 265,509 252,497
Support equipment and buildings.......................................................... 36,292 32,402
---------- ---------
301,987 285,085
Less accumulated depreciation............................................................ 135,160 109,783
---------- ---------
166,827 175,302
---------- ---------
Franchise costs............................................................................ 542,855 542,302
Less accumulated amortization............................................................ 99,110 86,032
---------- ---------
443,745 456,270
---------- ---------
Other assets, at cost, net of amortization................................................. 1,837 1,586
---------- ---------
$ 622,802 641,133
---------- ---------
---------- ---------
LIABILITIES AND PARENT'S INVESTMENT
Cash overdraft............................................................................. $ -- 642
Accounts payable........................................................................... 800 521
Accrued franchise fees..................................................................... 3,664 2,625
Other accrued expenses..................................................................... 3,664 4,198
Debt (note 3).............................................................................. 17,815 18,590
Deferred income taxes (note 4)............................................................. 189,284 195,849
---------- ---------
Total liabilities...................................................................... 215,227 222,425
Minority interest in equity of consolidated subsidiary..................................... 4,060 3,096
Parent's investment (note 5)............................................................... 403,515 415,612
---------- ---------
Commitments and contingencies (note 7)
$ 622,802 641,133
---------- ---------
---------- ---------
</TABLE>

See accompanying notes to combined financial statements.

F-5
<PAGE>
TCI NEW JERSEY AND NEW YORK SYSTEMS
(DEFINED IN NOTE 1)

COMBINED STATEMENTS OF OPERATIONS AND PARENT'S INVESTMENT

YEARS ENDED DECEMBER 31, 1996, 1995 AND 1994

<TABLE>
<CAPTION>
1996 1995 1994
---------- --------- ---------
<S> <C> <C> <C>
AMOUNTS IN THOUSANDS
Revenue......................................................................... $ 199,798 180,601 162,688

Operating costs and expenses:
Operating (note 6)............................................................ 72,830 60,469 54,471
Selling, general and administrative........................................... 33,792 29,965 27,784
Administrative fees (note 6).................................................. 7,248 5,101 5,037
Depreciation.................................................................. 26,888 26,296 24,055
Amortization.................................................................. 13,157 13,165 13,456
---------- --------- ---------
153,915 134,996 124,803
---------- --------- ---------
Operating income............................................................ 45,883 45,605 37,885

Other income (expense):
Interest expense.............................................................. (1,406) (1,466) (1,300)
Interest income............................................................... 66 274 50
Minority interest in earnings of consolidated subsidiary...................... (964) (863) (787)
Other, net.................................................................... (327) (51) (60)
---------- --------- ---------
(2,631) (2,106) (2,097)
---------- --------- ---------
Earnings before income taxes................................................ 43,252 43,499 35,788
Income tax expense (note 4)..................................................... (15,086) (15,183) (14,442)
---------- --------- ---------
Net earnings................................................................ 28,166 28,316 21,346
Parent's investment:
Beginning of year............................................................. 415,612 429,279 446,815
Change in due to TCI Communications, Inc. ("TCIC")............................ (40,263) (41,983) (38,882)
---------- --------- ---------
End of year................................................................... $ 403,515 415,612 429,279
---------- --------- ---------
---------- --------- ---------
</TABLE>

See accompanying notes to combined financial statements.

F-6
<PAGE>
TCI NEW JERSEY AND NEW YORK SYSTEMS
(DEFINED IN NOTE 1)

COMBINED STATEMENTS OF CASH FLOWS

YEARS ENDED DECEMBER 31, 1996, 1995 AND 1994

<TABLE>
<CAPTION>
1996 1995 1994
--------- --------- ---------
<S> <C> <C> <C>
AMOUNTS IN THOUSANDS
Cash flows from operating activities:
Net earnings.................................................................... $ 28,166 28,316 21,346
Adjustments to reconcile net earnings to net cash
provided by operating activities:
Depreciation and amortization................................................. 40,045 39,461 37,511
Minority interest in earnings of consolidated subsidiary...................... 964 863 787
Deferred income tax benefit................................................... (6,565) (5,060) (1,488)
Other noncash charges......................................................... 597 -- --
Changes in operating assets and liabilities:
Change in receivables....................................................... (814) (3,686) 3,851
Change in other assets...................................................... (251) (130) (304)
Change in accounts payable and accrued expenses............................. 187 (1,321) 2,470
--------- --------- ---------
Net cash provided by operating activities................................. 62,329 58,443 64,173
--------- --------- ---------
Cash flows from investing activities:
Capital expended for property and equipment..................................... (19,472) (17,577) (18,488)
Cash proceeds from disposition of assets........................................ -- 1,218 65
Other investing activities...................................................... 427 (460) (186)
--------- --------- ---------
Net cash used in investing activities..................................... (19,045) (16,819) (18,609)
--------- --------- ---------
Cash flows from financing activities:
Repayments of debt.............................................................. (775) (2,446) (3,589)
Change in due to TCIC........................................................... (40,263) (41,983) (38,882)
Change in cash overdraft........................................................ (642) 642 (930)
--------- --------- ---------
Net cash used in financing activities..................................... (41,680) (43,787) (43,401)
--------- --------- ---------
Net increase (decrease) in cash and cash equivalents...................... 1,604 (2,163) 2,163
Cash and cash equivalents:
Beginning of year....................................................... -- 2,163 --
--------- --------- ---------
End of year............................................................. $ 1,604 -- 2,163
--------- --------- ---------
Supplemental disclosure of cash flow information:
Cash paid during the year for interest.......................................... $ 1,525 1,467 1,126
--------- --------- ---------
--------- --------- ---------
Cash paid during the year for income taxes...................................... $ 329 31 2,230
--------- --------- ---------
--------- --------- ---------
</TABLE>

See accompanying notes to combined financial statements.

F-7
<PAGE>
TCI NEW JERSEY AND NEW YORK SYSTEMS
(DEFINED IN NOTE 1)

NOTES TO COMBINED FINANCIAL STATEMENTS

DECEMBER 31, 1996, 1995 AND 1994

(1) BASIS OF PRESENTATION

The combined financial statements include the accounts of TCIC's cable
television systems serving Oakland and Paterson/Allamuchy, New Jersey and
Westchester and Brookhaven, New York (collectively, the "TCI New Jersey and New
York Systems"). The cable television systems serving Oakland, New Jersey and
Westchester and Brookhaven, New York (the "NNJ Systems") are wholly-owned by TCI
of Northern New Jersey, Inc. (NNJ"), an indirect wholly-owned subsidiary of
TCIC. TCIC owned a 50.1% ownership interest in the Paterson/Allamuchy, New
Jersey cable television system until January 31, 1997, when it acquired the
remaining 49.9% interest in this system. TCIC is a subsidiary of
Tele-Communications, Inc. ("TCI"). All significant inter-entity accounts and
transactions have been eliminated in combination.

These combined financial statements include an allocation of certain
purchase accounting adjustments, including the related deferred tax effects,
from TCIC's original acquisition of NNJ. This allocation and the related
franchise cost amortization is based on the number of subscribers in the NNJ
Systems to the total number of subscribers in all of NNJ's cable television
systems. In addition, certain operating costs of TCI are charged to the TCI New
Jersey and New York Systems based on their number of subscribers (see note 6).
Although such allocations are not necessarily indicative of the costs that would
have been incurred by the TCI New Jersey and New York Systems on a stand alone
basis, management believes that the resulting allocated amounts are reasonable.

PROPOSED MERGER TRANSACTION

As of June 6, 1997, TCIC and Cablevision Systems Corporation ("Cablevision")
entered into a definitive agreement, pursuant to which TCIC's ten New York
metropolitan area cable television systems (the "Systems"), including the TCI
New Jersey and New York Systems, will be contributed to Cablevision. In
exchange, TCIC will receive approximately 12.2 million newly issued shares of
Cablevision Class A common stock, which are expected to represent 33% of
Cablevision's total shares outstanding. In addition, Cablevision will assume
$669 million of the Systems' debt, comprised of all amounts outstanding under a
bank credit facility of certain of the Systems other than the TCI New Jersey and
New York Systems and a portion of the intercompany amounts owed by the Systems
to TCIC and its affiliates. Consummation of the transaction is subject to, among
other matters, Cablevision shareholder and regulatory approvals. There is no
assurance that such transaction will be consummated.

(2) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

CASH AND CASH EQUIVALENTS

The TCI New Jersey and New York Systems consider all highly liquid
investments purchased with a maturity of three months or less to be cash
equivalents.

RECEIVABLES

Receivables are reflected net of an allowance for doubtful accounts. Such
allowance at December 31, 1996 and 1995 was not material.

(CONTINUED)

F-8
<PAGE>
TCI NEW JERSEY AND NEW YORK SYSTEMS
(DEFINED IN NOTE 1)

NOTES TO COMBINED FINANCIAL STATEMENTS

LONG-LIVED ASSETS

(a) Property and Equipment

Property and equipment is stated at cost, including acquisition costs
allocated to tangible assets acquired. Construction costs, including
interest during construction and applicable overhead, are capitalized.
During 1996, 1995 and 1994, interest capitalized was not material.

Depreciation is computed on a straight-line basis using estimated useful
lives of 3 to 15 years for distribution systems and 3 to 40 years for
support equipment and buildings.

Repairs and maintenance are charged to operations, and renewals and
additions are capitalized. At the time of ordinary retirements, sales or
other dispositions of property, the original cost and cost of removal of
such property are charged to accumulated depreciation, and salvage, if any,
is credited thereto. Gains or losses are only recognized in connection with
the sales of systems in their entirety.

(b) Franchise Costs

Franchise costs include the difference between the cost of acquiring
cable television systems and amounts assigned to their tangible assets. Such
amounts are generally amortized on a straight-line basis over 40 years.
Costs incurred by the TCI New Jersey and New York Systems in negotiating and
renewing franchise agreements are amortized on a straight-line basis over
the life of the franchise, generally 10 to 20 years.

In March of 1995, the Financial Accounting Standards Board issued Statement
of Financial Accounting Standards No. 121, ACCOUNTING FOR THE IMPAIRMENT OF
LONG-LIVED ASSETS AND FOR LONG-LIVED ASSETS TO BE DISPOSED OF ("Statement No.
121"), effective for fiscal years beginning after December 15, 1995. Statement
No. 121 requires impairment losses to be recorded on long-lived assets used in
operations when indicators of impairment are present and either the undiscounted
future cash flows estimated to be generated by those assets or the fair market
value are less than the assets' carrying amount. Statement No. 121 also
addresses the accounting for long-lived assets that are expected to be disposed
of. The TCI New Jersey and New York Systems adopted Statement No. 121 effective
January 1, 1996. Such adoption did not have a significant effect on the
financial position or results of operations of the TCI New Jersey and New York
Systems.

Pursuant to Statement No. 121, the TCI New Jersey and New York Systems
periodically review the carrying amounts of its long-lived assets, franchise
costs and certain other assets to determine whether current events or
circumstances warrant adjustments to such carrying amounts. The TCI New Jersey
and New York Systems consider historical and expected future net operating
losses to be its primary indicators of potential impairment. Assets are grouped
and evaluated for impairment at the lowest level for which there are
identifiable cash flows that are largely independent of the cash flows of other
groups of assets ("Assets"). The TCI New Jersey and New York Systems deem Assets
to be impaired if the TCI New Jersey and New York Systems are unable to recover
the carrying value of such Assets over their expected remaining useful life
through a forecast of undiscounted future operating cash flows directly related
to the Assets. If Assets are deemed to be impaired, the loss is measured as the
amount by which the carrying amount of the Assets exceeds their fair value. The
TCI New Jersey and New York Systems generally measure fair value by considering
sales prices for similar assets or by discounting estimated future cash flows.
Considerable management judgment is necessary to estimate discounted future cash
flows. Accordingly, actual results could vary significantly from such estimates.

(CONTINUED)

F-9
<PAGE>
TCI NEW JERSEY AND NEW YORK SYSTEMS
(DEFINED IN NOTE 1)

NOTES TO COMBINED FINANCIAL STATEMENTS

REVENUE RECOGNITION

Revenue for customer fees, equipment rental, advertising, pay-per-view
programming and revenue sharing agreements is recognized in the period that
services are delivered. Installation revenue is recognized in the period the
installation services are provided to th extent of direct selling costs. To
date, direct selling costs have exceeded installation revenue.

COMBINED STATEMENTS OF CASH FLOWS

Transactions effected through the intercompany account with TCIC have been
considered constructive cash receipts and payments for purposes of the combined
statements of cash flows.

ESTIMATES

The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities at the
date of the financial statements and the reported amounts of revenue and
expenses during the reporting period. Actual results could differ from those
estimates.

(3) DEBT

As of December 31, 1996, the TCI New Jersey and New York Systems had
outstanding borrowings pursuant to certain term loan agreements with interest
rates ranging from 6.67% to 7.67%. The term loans were secured and
collateralized by certain assets of the TCI New Jersey and New York Systems,
including franchise rights, and the assignment of various leases and contracts
of the TCI New Jersey and New York Systems. The carrying value of such term
loans approximates fair value.

On January 31, 1997, the outstanding balances of the aforementioned loans
($17,657,000 at December 31, 1996) were repaid in full.

(4) INCOME TAXES

The TCI New Jersey and New York Systems are included in the consolidated
federal income tax return of TCI. Income tax expense for the TCI New Jersey and
New York Systems is based on those items in the consolidated calculation
applicable to the TCI New Jersey and New York Systems. Intercompany tax
allocation represents an apportionment of tax expense or benefit (other than
deferred taxes) among subsidiaries of TCI in relation to their respective
amounts of taxable earnings or losses. The payable or receivable arising from
the intercompany tax allocation is recorded as an increase or decrease in
parent's investment.

(CONTINUED)

F-10
<PAGE>
TCI NEW JERSEY AND NEW YORK SYSTEMS
(DEFINED IN NOTE 1)

NOTES TO COMBINED FINANCIAL STATEMENTS

Income tax benefit (expense) for the years ended December 31, 1996, 1995 and
1994 consists of:

<TABLE>
<CAPTION>
CURRENT DEFERRED TOTAL
---------- ----------- ---------
AMOUNTS IN THOUSANDS
<S> <C> <C> <C>
Year ended December 31, 1996:
Intercompany allocation........................................................ $ (21,322) -- (21,322)
Federal........................................................................ -- 5,119 5,119
State and local................................................................ (329) 1,446 1,117
---------- ----- ---------
$ (21,651) 6,565 (15,086)
---------- ----- ---------
---------- ----- ---------

Year ended December 31, 1995:
Intercompany allocation........................................................ $ (20,212) -- (20,212)
Federal........................................................................ -- 3,945 3,945
State and local................................................................ (31) 1,115 1,084
---------- ----- ---------
$ (20,243) 5,060 (15,183)
---------- ----- ---------
---------- ----- ---------

Year ended December 31, 1994:
Intercompany allocation........................................................ $ (13,700) -- (13,700)
Federal........................................................................ -- 1,160 1,160
State and local................................................................ (2,230) 328 (1,902)
---------- ----- ---------
$ (15,930) 1,488 (14,442)
---------- ----- ---------
---------- ----- ---------
</TABLE>

Income tax expense differs from the amounts computed by applying the federal
income tax rate of 35% as a result of the following:

<TABLE>
<CAPTION>
YEARS ENDED DECEMBER 31,
--------------------------------
1996 1995 1994
---------- --------- ---------
AMOUNTS IN THOUSANDS
<S> <C> <C> <C>
Computed "expected" tax expense.................................................. $ (15,138) (15,225) (12,526)
Amortization not deductible for tax purposes..................................... (645) (645) (645)
State and local income taxes, net of federal income tax benefit.................. 726 705 (1,236)
Other............................................................................ (29) (18) (35)
---------- --------- ---------
$ (15,086) (15,183) (14,442)
---------- --------- ---------
---------- --------- ---------
</TABLE>

(CONTINUED)

F-11
<PAGE>
TCI NEW JERSEY AND NEW YORK SYSTEMS
(DEFINED IN NOTE 1)

NOTES TO COMBINED FINANCIAL STATEMENTS

The tax effects of temporary differences that give rise to significant
portions of the deferred tax asset and deferred tax liabilities at December 31,
1996 and 1995 are presented below:

<TABLE>
<CAPTION>
DECEMBER 31,
---------------------
1996 1995
---------- ---------
AMOUNTS IN THOUSANDS
<S> <C> <C>
Deferred tax asset--principally due to non-deductible accruals... $ 249 202
---------- ---------
Deferred tax liabilities:
Property and equipment, principally due to differences in
depreciation................................................. 39,763 41,875
Franchise costs, principally due to differences in
amortization................................................. 148,441 152,984
Investment in partnership, due principally to differences in
earnings recognition......................................... 1,329 1,192
---------- ---------
Total gross deferred tax liabilities....................... 189,533 196,051
---------- ---------
Net deferred tax liability................................. $ 189,284 195,849
---------- ---------
---------- ---------
</TABLE>

(5) PARENT'S INVESTMENT

Parent's investment in the TCI New Jersey and New York Systems at December
31, 1996 and 1995 is summarized as follows:

<TABLE>
<CAPTION>
DECEMBER 31,
---------------------
1996 1995
---------- ---------
AMOUNTS IN THOUSANDS
<S> <C> <C>
Due to TCIC............................................................ $ 158,936 199,199
Retained earnings...................................................... 244,579 216,413
---------- ---------
$ 403,515 415,612
---------- ---------
---------- ---------
</TABLE>

The amount due to TCIC represents non-interest-bearing advances for
operations, acquisitions and construction costs as well as the allocation of
certain costs from TCIC. See note 6.

(6) TRANSACTIONS WITH RELATED PARTIES

The amounts due to TCIC consist of various non-interest bearing intercompany
advances and expense allocations. Due to TCIC's ownership of 100% of the
parent's investment of the TCI New Jersey and New York Systems, the amounts due
to TCIC have been classified as a component of parent's investment in the
accompanying combined financial statements. Such amounts are due on demand.

The TCI New Jersey and New York Systems purchase, at TCIC's cost,
substantially all of their pay television and other programming from affiliates
of TCIC. Charges for such programming were $51,587,000, $42,274,000 and
$38,490,000 for 1996, 1995 and 1994, respectively, and are included in operating
expenses in the accompanying combined financial statements.

(CONTINUED)

F-12
<PAGE>
TCI NEW JERSEY AND NEW YORK SYSTEMS
(DEFINED IN NOTE 1)

NOTES TO COMBINED FINANCIAL STATEMENTS

Certain subsidiaries of TCIC provide administrative services to the TCI New
Jersey and New York Systems and have assumed managerial responsibility of the
TCI New Jersey and New York Systems' cable television system operations and
construction. As compensation for these services, the TCI New Jersey and New
York Systems pay a monthly fee calculated on a per-customer basis.

The intercompany advances and expense allocation activity in amounts due to
TCIC consists of the following:

<TABLE>
<CAPTION>
DECEMBER 31,
---------------------------------
1996 1995 1994
---------- ---------- ---------
AMOUNTS IN THOUSANDS
<S> <C> <C> <C>
Beginning of year.......................................... $ 199,199 241,182 280,064
Programming charges...................................... 51,587 42,274 38,490
Administrative fees...................................... 7,248 5,101 5,037
Tax allocations.......................................... 21,322 20,212 13,700
Cash transfers........................................... (120,420) (109,570) (96,109)
---------- ---------- ---------
End of year................................................ $ 158,936 199,199 241,182
---------- ---------- ---------
---------- ---------- ---------
</TABLE>

(7) COMMITMENTS AND CONTINGENCIES

On October 5, 1992, Congress enacted the Cable Television Consumer
Protection and Competition Act of 1992 (the "1992 Cable Act"). In 1993 and 1994,
the Federal Communications Commission ("FCC") adopted certain rate regulations
required by the 1992 Cable Act and imposed a moratorium on certain rate
increases. As a result of such actions, the TCI New Jersey and New York Systems'
basic and tier service rates and its equipment and installation charges (the
"Regulated Services") are subject to the jurisdiction of local franchising
authorities and the FCC. Basic and tier service rates are evaluated against
competitive benchmark rates as published by the FCC, and equipment and
installation charges are based on actual costs. Any rates for Regulated Services
that exceeded the benchmarks were reduced as required by the 1993 and 1994 rate
regulations. The rate regulations do not apply to the relatively few systems
which are subject to "effective competition" or to services offered on an
individual service basis, such as premium movie and pay-per-view services.

The TCI New Jersey and New York Systems believe that they have complied in
all material respects with the provisions of the 1992 Cable Act, including its
rate setting provisions. However, the TCI New Jersey and New York Systems' rates
for Regulated Services are subject to review by the FCC, if a complaint has been
filed, or the appropriate franchise authority, if such authority has been
certified. If, as a result of the review process, a system cannot substantiate
its rates, it could be required to retroactively reduce its rates to the
appropriate benchmark and refund the excess portion of rates received. Any
refunds of the excess portion of tier service rates would be retroactive to the
date of complaint. Any refunds of the excess portion of all other Regulated
Service rates would be retroactive to one year prior to the implementation of
the rate reductions.

The TCI New Jersey and New York Systems have contingent liabilities related
to legal proceedings and other matters arising in the ordinary course of
business. Although it is reasonably possible the TCI New Jersey and New York
Systems may incur losses upon conclusion of such matters, an estimate of any
loss or range of loss cannot be made. In the opinion of management, it is
expected that amounts, if any,

(CONTINUED)

F-13
<PAGE>
TCI NEW JERSEY AND NEW YORK SYSTEMS
(DEFINED IN NOTE 1)

NOTES TO COMBINED FINANCIAL STATEMENTS

which may be required to satisfy such contingencies will not be material in
relation to the accompanying combined financial statements.

The TCI New Jersey and New York Systems lease business offices, have entered
into pole rental agreements and use certain equipment under lease arrangements.
Rental expense under such arrangements amounted to $3,432,000, $3,360,000 and
$3,243,000 in 1996, 1995 and 1994, respectively.

Future minimum lease payments under noncancellable operating leases for each
of the next five years are summarized as follows (amounts in thousands):

<TABLE>
<CAPTION>
YEARS ENDING
DECEMBER 31,
- -----------------------------------------------------------------------------------
<S> <C>
1997........................................................................... $ 1,445
1998........................................................................... 1,577
1999........................................................................... 1,587
2000........................................................................... 1,597
2001........................................................................... 1,464
Thereafter..................................................................... 15,129
</TABLE>

F-14
<PAGE>
TCI NEW JERSEY AND NEW YORK SYSTEMS
(DEFINED IN NOTE 1)
CONDENSED COMBINED BALANCE SHEETS
(UNAUDITED)

<TABLE>
<CAPTION>
SEPTEMBER 30, DECEMBER 31,
1997 1996
------------- ------------
<S> <C> <C>
AMOUNTS IN THOUSANDS
ASSETS
Cash and cash equivalents........................................................... $ -- 1,604

Trade and other receivables, net.................................................... 4,461 8,789

Property and equipment, at cost..................................................... 307,696 301,987
Less accumulated depreciation..................................................... 153,026 135,160
------------- ------------
154,670 166,827
------------- ------------
Franchise costs..................................................................... 561,528 542,855
Less accumulated amortization..................................................... 109,555 99,110
------------- ------------
451,973 443,745
------------- ------------
Other assets, at cost, net of amortization.......................................... 2,105 1,837
------------- ------------
$ 613,209 622,802
------------- ------------
------------- ------------
LIABILITIES AND PARENT'S INVESTMENT
Cash overdraft...................................................................... $ 829 --
Accounts payable.................................................................... 622 800
Accrued expenses.................................................................... 7,159 7,328
Debt................................................................................ -- 17,815
Deferred income taxes............................................................... 182,187 189,284
------------- ------------
Total liabilities............................................................... 190,797 215,227
Minority interest in equity of consolidated subsidiary.............................. -- 4,060
Parent's investment (note 3)........................................................ 422,412 403,515
------------- ------------
$ 613,209 622,802
------------- ------------
------------- ------------
</TABLE>

See accompanying notes to condensed combined financial statements.

F-15
<PAGE>
TCI NEW JERSEY AND NEW YORK SYSTEMS
(DEFINED IN NOTE 1)
CONDENSED COMBINED STATEMENTS OF OPERATIONS AND PARENT'S INVESTMENT
(UNAUDITED)
<TABLE>
<CAPTION>
NINE MONTHS ENDED
SEPTEMBER 30,
---------------------
<S> <C> <C>
1997 1996
---------- ---------

<CAPTION>
AMOUNTS IN THOUSANDS
<S> <C> <C>
Revenue.................................................................................... $ 158,294 146,096

Operating costs and expenses:
Operating, selling, general and administrative (note 3).................................. 84,519 81,626
Depreciation............................................................................. 20,019 19,893
Amortization............................................................................. 10,451 9,937
---------- ---------
114,989 111,456
---------- ---------
Operating income....................................................................... 43,305 34,640

Other income (expense):
Interest expense......................................................................... (105) (805)
Minority interest in earnings of consolidated subsidiary................................. (125) (1,102)
Other, net............................................................................... 136 (317)
---------- ---------
(94) (2,224)
---------- ---------
Earnings before income taxes........................................................... 43,211 32,416
Income tax expense......................................................................... (14,621) (11,203)
---------- ---------
Net earnings........................................................................... 28,590 21,213
Parent's investment:
Beginning of period...................................................................... 403,515 415,612
Change in due to TCI Communications, Inc. ("TCIC") (note 3).............................. (9,693) (28,590)
---------- ---------
End of period............................................................................ $ 422,412 408,235
---------- ---------
---------- ---------
</TABLE>

See accompanying notes to condensed combined financial statements.

F-16
<PAGE>
TCI NEW JERSEY AND NEW YORK SYSTEMS
(DEFINED IN NOTE 1)
CONDENSED COMBINED STATEMENTS OF CASH FLOWS
(UNAUDITED)
<TABLE>
<CAPTION>
NINE MONTHS ENDED
SEPTEMBER 30,
--------------------
<S> <C> <C>
1997 1996
--------- ---------

<CAPTION>
AMOUNTS IN THOUSANDS
<S> <C> <C>
Cash flows from operating activities:
Net earnings.............................................................................. $ 28,590 21,213
Adjustments to reconcile net earnings to net cash provided by operating activities:
Depreciation and amortization......................................................... 30,470 29,830
Minority interest in earnings of consolidated subsidiary.............................. 125 1,102
Deferred income tax benefit........................................................... (7,097) (4,795)
Changes in operating assets and liabilities:
Change in receivables............................................................... 4,328 (1,346)
Change in other assets.............................................................. (268) (404)
Change in accounts payable and accrued expenses..................................... (347) (1,712)
--------- ---------

Net cash provided by operating activities........................................... 55,801 43,888
--------- ---------
Cash flows from investing activities:
Capital expended for property and equipment............................................... (7,679) (12,663)
Cash paid to purchase minority interest................................................... (20,909) --
Other investing activities................................................................ (2,138) (832)
--------- ---------
Net cash used in investing activities............................................... (30,726) (13,495)
--------- ---------
Cash flows from financing activities:
Repayments of debt........................................................................ (17,815) (771)
Change in due to TCIC..................................................................... (9,693) (28,590)
Change in cash overdraft.................................................................. 829 (642)
--------- ---------
Net cash used in financing activities............................................... (26,679) (30,003)
--------- ---------
Net increase (decrease) in cash and cash equivalents................................ (1,604) 390
Cash and cash equivalents:
Beginning of period............................................................... 1,604 --
--------- ---------
End of period..................................................................... $ -- 390
--------- ---------
--------- ---------
Supplemental disclosure of cash flow information:
Cash paid during the period for interest.................................................. $ 278 926
--------- ---------
--------- ---------
Cash paid during the period for taxes..................................................... $ 28 60
--------- ---------
--------- ---------
</TABLE>

See accompanying notes to condensed combined financial statements.

F-17
<PAGE>
TCI NEW JERSEY AND NEW YORK SYSTEMS
(DEFINED IN NOTE 1)

NOTES TO COMBINED FINANCIAL STATEMENTS

SEPTEMBER 30, 1997
(UNAUDITED)

(1) BASIS OF PRESENTATION

The condensed combined financial statements include the accounts of TCIC's
cable television systems serving Oakland and Paterson/Allamuchy, New Jersey and
Westchester and Brookhaven, New York (collectively, the "TCI New Jersey and New
York Systems"). The cable television systems serving Oakland, New Jersey and
Westchester and Brookhaven, New York (the "NNJ Systems") are wholly-owned by TCI
of Northern New Jersey, Inc. ("NNJ"), an indirect wholly-owned subsidiary of
TCIC. TCIC owned a 50.1% ownership interest in the Paterson/Allamuchy, New
Jersey cable television system until January 31, 1997, when it acquired the
remaining 49.9% interest in this system for a purchase price of $20,909,000.
TCIC is a subsidiary of Tele-Communications, Inc. ("TCI"). All significant
inter-entity accounts and transactions have been eliminated in combination.

These condensed combined financial statements include an allocation of
certain purchase accounting adjustments, including the related deferred tax
effects, from TCIC's original acquisition of NNJ. This allocation and the
related franchise cost amortization is based on the number of customers in the
NNJ Systems to the total number of customers in all of NNJ's cable television
systems. In addition, certain operating costs of TCI are charged to the TCI New
Jersey and New York Systems based on their number of customers (see note 3).
Although such allocations are not necessarily indicative of the costs that would
have been incurred by the TCI New Jersey and New York Systems on a stand alone
basis, management believes that the resulting allocated amounts are reasonable.

The accompanying interim condensed combined financial statements are
unaudited but, in the opinion of management, reflect all adjustments (consisting
of normal recurring accruals) necessary for a fair presentation of the results
for such periods. The results of operations for any interim period are not
necessarily indicative of results for the full year. These condensed combined
financial statements should be read in conjunction with the combined financial
statements and notes thereto for the year ended December 31, 1996.

(2) PROPOSED MERGER TRANSACTION

(CONTINUED)

F-18
<PAGE>
TCI NEW JERSEY AND NEW YORK SYSTEMS
(DEFINED IN NOTE 1)

NOTES TO COMBINED FINANCIAL STATEMENTS

(3) TRANSACTIONS WITH RELATED PARTIES

The amounts due to TCIC consist of various non-interest bearing intercompany
advances and expense allocations. Due to TCIC's ownership of 100% of the
parent's investment of the TCI New Jersey and New York Systems, the amounts due
to TCIC have been classified as a component of parent's investment in the
accompanying condensed combined financial statements. Such amounts are due on
demand.

The intercompany advances and expense allocation activity in amounts due to
TCIC consists of the following amounts:
<TABLE>
<CAPTION>
SEPTEMBER 30,
---------------------
<S> <C> <C>
1997 1996
---------- ---------

<CAPTION>
AMOUNTS IN THOUSANDS
<S> <C> <C>
Beginning of period.................................................... $ 158,936 199,199
Programming charges.................................................. 43,656 38,906
Administrative fees.................................................. 3,857 3,793
Tax allocations...................................................... 21,690 15,938
Cash transfers....................................................... (78,896) (87,227)
---------- ---------
End of period.......................................................... $ 149,243 170,609
---------- ---------
---------- ---------
</TABLE>

The TCI New Jersey and New York Systems purchase, at TCIC's cost,
substantially all of their pay television and other programming from affiliates
of TCIC. Charges for such programming were $43,656,000 and $38,906,000 for the
nine months ended September 30, 1997 and 1996, respectively, and are included in
operating, selling, general and administrative expenses in the accompanying
condensed combined financial statements.

(4) COMMITMENTS AND CONTINGENCIES

(CONTINUED)

F-19
<PAGE>
TCI NEW JERSEY AND NEW YORK SYSTEMS
(DEFINED IN NOTE 1)

NOTES TO COMBINED FINANCIAL STATEMENTS

F-20
<PAGE>
INDEPENDENT AUDITORS' REPORT

The Partners
TKR Cable Company:

We have audited the accompanying combined balance sheets of the TKR New
Jersey/New York Systems (a combination of certain assets as defined in note 1)
as of December 31, 1996 and 1995, and the related combined statements of
earnings, changes in combined deficit, and cash flows for each of the years in
the three-year period ended December 31, 1996. These combined financial
statements are the responsibility of the TKR New Jersey / New York System's
management. Our responsibility is to express an opinion on these combined
financial statements based on our audits.

In our opinion, the combined financial statements referred to above present
fairly, in all material respects, the financial position of the TKR New
Jersey/New York Systems as of December 31, 1996 and 1995, and the results of
their operations and their cash flows for the years then ended in conformity
with generally accepted accounting principles.

KPMG Peat Marwick LLP

Princeton, New Jersey
July 21, 1997

F-21
<PAGE>
TKR NEW JERSEY/NEW YORK SYSTEMS
(A COMBINATION OF CERTAIN ASSETS, AS DEFINED IN NOTE 1)

COMBINED BALANCE SHEETS

DECEMBER 31, 1996 AND 1995

<TABLE>
<CAPTION>
1996 1995
----------- -----------
<S> <C> <C>
(AMOUNTS IN THOUSANDS)
ASSETS
Cash.................................................................................... $ 911 --

Accounts receivable (note 3)............................................................ 11,176 8,060
Less allowance for doubtful accounts.................................................. 690 519
----------- -----------
10,486 7,541
----------- -----------
Property and equipment:
Land.................................................................................. 987 660
Distribution systems.................................................................. 414,930 284,642
Support equipment and buildings....................................................... 34,795 28,377
----------- -----------
450,712 313,679
Less accumulated depreciation......................................................... 140,222 125,863
----------- -----------
310,490 187,816
----------- -----------
Franchise costs......................................................................... 253,522 92,500
Less accumulated amortization......................................................... 31,423 25,713
----------- -----------
222,099 66,787
Other assets, net (including affiliate amount of $2,818,000 in 1996) (note 4)........... 8,732 4,874
----------- -----------
$ 552,718 267,018
----------- -----------
----------- -----------
LIABILITIES AND COMBINED DEFICIT
Cash overdraft.......................................................................... -- 8,851
Accounts payable and accrued expenses................................................... 30,178 18,611
Debt (note 5)........................................................................... 583,988 324,488
Deferred income taxes (note 7).......................................................... 6,612 6,416
----------- -----------
Total liabilities................................................................... 620,778 358,366
----------- -----------
Combined deficit (note 4):
Combined equity....................................................................... 264,470 252,624
Due from affiliates, net (note 4)..................................................... (332,530) (343,972)
----------- -----------
Total combined deficit.............................................................. (68,060) (91,348)
Commitments and contingencies (note 9)
----------- -----------
$ 552,718 267,018
----------- -----------
----------- -----------
</TABLE>

See accompanying notes to combined financial statements.

F-22
<PAGE>
TKR NEW JERSEY/NEW YORK SYSTEMS
(A COMBINATION OF CERTAIN ASSETS, AS DEFINED IN NOTE 1)

COMBINED STATEMENTS OF EARNINGS

YEARS ENDED DECEMBER 31, 1996, 1995 AND 1994

<TABLE>
<CAPTION>
1996 1995 1994
---------- ---------- ----------
<S> <C> <C> <C>
(AMOUNTS IN THOUSANDS)
Revenue:
Basic service.............................................................. $ 115,770 79,192 72,193
Pay service................................................................ 50,212 41,864 41,588
Other...................................................................... 19,992 14,663 12,592
---------- ---------- ----------
185,974 135,719 126,373
---------- ---------- ----------

Operating costs and expenses:
Operating (note 4)......................................................... 69,861 49,419 45,273
Selling, general and administrative (note 4)............................... 27,431 20,687 20,248
Depreciation............................................................... 29,382 21,585 18,212
Amortization............................................................... 5,710 2,340 2,334
---------- ---------- ----------
132,384 94,031 86,067
---------- ---------- ----------
Operating income......................................................... 53,590 41,688 40,306

Other income (expense):
Interest expense (note 5).................................................. (34,437) (22,072) (19,239)
Interest and other income, net (note 4).................................... 297 784 985
---------- ---------- ----------
(34,140) (21,288) (18,254)
---------- ---------- ----------
Earnings before income tax benefit (expense)............................. 19,450 20,400 22,052

Income tax benefit (expense) (note 7)........................................ (400) 334 (806)
---------- ---------- ----------
Net earnings............................................................. $ 19,050 20,734 21,246
---------- ---------- ----------
---------- ---------- ----------
</TABLE>

See accompanying notes to combined financial statements.

F-23
<PAGE>
TKR NEW JERSEY/NEW YORK SYSTEMS
(A COMBINATION OF CERTAIN ASSETS, AS DEFINED IN NOTE 1)

STATEMENTS OF CHANGES IN COMBINED DEFICIT

YEARS ENDED DECEMBER 31, 1996, 1995 AND 1994

<TABLE>
<CAPTION>
DUE FROM
AFFILIATES,
COMBINED NET
EQUITY (NOTE 4) TOTAL
---------- ------------ ----------
<S> <C> <C> <C>
(AMOUNTS IN THOUSANDS)
Balance, January 1, 1994................................................... $ 211,764 (343,084) (131,320)
Decrease in advances to affiliates, net.................................. -- 6,339 6,339
Net earnings............................................................. 21,246 -- 21,246
---------- ------------ ----------
Balance, December 31, 1994................................................. 233,010 (336,745) (103,735)
Increase in advances to affiliates, net.................................. -- (7,227) (7,227)
Distributions............................................................ (1,120) -- (1,120)
Net earnings............................................................. 20,734 -- 20,734
---------- ------------ ----------
Balance, December 31, 1995................................................. 252,624 (343,972) (91,348)
Decrease in advances to affiliates, net.................................. -- 11,442 11,442
Distributions............................................................ (7,204) -- (7,204)
Net earnings............................................................. 19,050 -- 19,050
---------- ------------ ----------
Balance, December 31, 1996................................................. $ 264,470 (332,530) (68,060)
---------- ------------ ----------
---------- ------------ ----------
</TABLE>

See accompanying notes to combined financial statements.

F-24
<PAGE>
TKR NEW JERSEY/NEW YORK SYSTEMS
(A COMBINATION OF CERTAIN ASSETS, AS DEFINED IN NOTE 1)

COMBINED STATEMENTS OF CASH FLOWS

YEARS ENDED DECEMBER 31, 1996, 1995 AND 1994

<TABLE>
<CAPTION>
1996 1995 1994
----------- ---------- ---------
<S> <C> <C> <C>
(AMOUNTS IN THOUSANDS)
Cash flows from operating activities:
Net earnings................................................................ $ 19,050 20,734 21,246
Adjustments to reconcile net earnings to net cash provided by operating
activities:
Depreciation and amortization........................................... 35,092 23,925 20,546
Deferred income tax expense (benefit)................................... 196 (480) 24
Changes in operating assets and liabilities, net of the effect of
acquisitions:
(Increase) decrease in accounts receivable, net..................... 23 (1,276) (1,186)
(Increase) decrease in other assets................................. (4,257) (1,550) 1,024
Increase in accounts payable and accrued expenses................... 9,523 9,701 2,018
----------- ---------- ---------
Net cash provided by operating activities............................. 59,627 51,054 43,672
----------- ---------- ---------
Cash flows from investing activities:
Property and equipment additions............................................ (108,493) (90,822) (37,899)
Additions to franchise costs................................................ (2,514) (135) (134)
Acquisition of cable systems (note 8)....................................... (204,855) -- --
----------- ---------- ---------
Net cash used in investing activities................................. (315,862) (90,957) (38,033)
----------- ---------- ---------
Cash flows from financing activities:
Proceeds from debt.......................................................... 291,500 278,000 7,000
Repayment of debt........................................................... (32,000) (237,512) (21,000)
Distributions............................................................... (4,945) (1,120) --
Increase (decrease) in cash overdraft....................................... (8,851) 7,762 1,089
Change in amounts due from affiliates, net.................................. 11,442 (7,227) 6,339
----------- ---------- ---------
Net cash provided by (used in) financing activities................... 257,146 39,903 (6,572)
----------- ---------- ---------
Net increase (decrease) in cash............................................... 911 -- (933)
Cash, beginning of year....................................................... -- -- 933
----------- ---------- ---------
Cash, end of year............................................................. $ 911 -- --
----------- ---------- ---------
----------- ---------- ---------
</TABLE>

See accompanying notes to combined financial statements.

F-25
<PAGE>
TKR NEW JERSEY/NEW YORK SYSTEMS
(A COMBINATION OF CERTAIN ASSETS, AS DEFINED IN NOTE 1)

NOTES TO COMBINED FINANCIAL STATEMENTS

DECEMBER 31, 1996, 1995 AND 1994

(1) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

BASIS OF PRESENTATION

The accompanying combined financial statements of the TKR New Jersey / New
York Systems include the accounts of the cable television systems in and around
Morris County, Elizabeth, Hamilton, Warren, Raritan and Parlin, New Jersey, and
Rockland County, Ramapo and Warwick, New York. These systems are wholly-owned by
TKR Cable Company, a general partnership, (together with its consolidated
subsidiaries, "TKR"). TKR owns the cable television systems located in Ramapo
and Warwick, New York through its two corporate subsidiaries (the "Corporate
Subsidiaries"), TKR Cable Company of Ramapo, Inc. and TKR Cable Company of
Warwick, Inc. The accounts of the Corporate Subsidiaries and the KRC/CCC
Investment Partnership ("KRC/CCC IP"), an entity engaged in cable television
advertising sales, are also included in the accompanying combined financial
statements of the TKR New Jersey / New York Systems.

Prior to January 10, 1997, TKR and KRC/CCC IP were jointly owned and managed
by Country Cable Co. ("Country Cable") and Knight-Ridder Cablevision, Inc.
("KRC"). Country Cable is an indirect wholly-owned subsidiary of Liberty Cable,
Inc., which is a wholly-owned subsidiary of Tele-Communications, Inc. ("TCI").
Effective January 10, 1997, a subsidiary of Country Cable purchased KRC's 50%
general partnership interests in TKR and KRC/CCC IP and certain other assets. As
a result, Country Cable indirectly owns 100% of TKR and KRC/CCC IP, including
the TKR New Jersey / New York Systems. All significant intercompany transactions
have been eliminated in combination in the accompanying combined financial
statements.

In the following text, "TKR Parent" refers to TKR exclusive of the TKR New
Jersey / New York Systems and the Corporate Subsidiaries.

PROPOSED MERGER TRANSACTION

As of June 6, 1997, TCIC and Cablevision Systems Corporation ("Cablevision")
entered into a definitive agreement, pursuant to which TCIC's ten New York
metropolitan area cable television systems (the "Systems"), including the TKR
New Jersey / New York Systems, will be contributed to Cablevision. In exchange,
TCIC will receive approximately 12.2 million newly issued shares of Cablevision
Class A common stock, which are expected to represent 33% of Cablevision's total
shares outstanding. In addition, Cablevision will assume $669 million of the
Systems' debt, comprised of all amounts outstanding under the bank credit
facility of the TKR New Jersey / New York Systems and a portion of the
intercompany amounts owed by the Systems to TCIC and its affiliates.
Consummation of the transaction is subject to, among other matters, Cablevision
shareholder and regulatory approvals. There is no assurance that such
transaction will be consummated.

INTEREST RATE DERIVATIVES

Amounts receivable or payable under derivative financial instruments used to
manage interest rate risks arising from TKR New Jersey / New York System's
liabilities are recognized as interest expense. Gains or losses on early
termination of derivatives are included in the carrying amount of the related
derivative financial instrument and are amortized as yield adjustments over the
remaining term of the derivative financial instrument. Such instruments are not
used for trading purposes.

(CONTINUED)

F-26
<PAGE>
TKR NEW JERSEY/NEW YORK SYSTEMS
(A COMBINATION OF CERTAIN ASSETS, AS DEFINED IN NOTE 1)

NOTES TO COMBINED FINANCIAL STATEMENTS

PROPERTY AND EQUIPMENT

Land is carried at cost and property and equipment are stated at cost less
accumulated depreciation. Depreciation of property and equipment is provided on
the straight-line basis over the estimated useful lives of the respective assets
which range from five to fifteen years for distribution systems and five to
forty years for support equipment and buildings. Leasehold improvements are
amortized on a straight-line basis over the terms of the respective leases or
estimated useful lives, whichever is shorter.

Interest costs are capitalized in connection with cable systems under active
development or construction. Interest capitalized aggregated $3,113,000,
$3,925,000 and $437,000 in 1996, 1995 and 1994, respectively.

Repair and maintenance costs are charged to operations and renewals and
additions are capitalized when incurred. When the TKR New Jersey / New York
Systems dispose of property through ordinary retirements, sales or other
dispositions, the original cost and cost of removal of such property are charged
to accumulated depreciation, net of salvage value, if any. Gains or losses
incurred in connection with the sale or disposition of the TKR New Jersey / New
York Systems assets are only recognized in connection with the sale of
properties in their entirety.

Initial hook-up and installation costs are capitalized and amortized on a
straight-line basis over a five-year period. All other costs incurred, including
costs incurred with respect to reconnects and disconnects and initial marketing
and direct selling costs, are expensed as incurred.

FRANCHISE COSTS

The TKR New Jersey / New York Systems defer costs incurred applicable to the
petition for the award of specific franchises until a determination of the
outcome of such petition can be made. Costs incurred relating to acquired
franchises are capitalized and amortized on a straight-line basis over a
forty-year period. Costs relating to unsuccessful franchise applications or
applications anticipated to be unsuccessful are expensed during the period of
such determination. Costs related to successful franchise renewals are
capitalized and amortized over the life of the new franchise.

Franchise costs incurred as a result of the acquisition of cable television
systems represent the difference between the cost of cable television systems
acquired and the amounts assigned to their tangible assets based on the
estimated fair market value of such assets, as determined by independent
appraisals. Such franchise costs are also amortized on a straight-line basis
over a forty-year period.

REVENUE RECOGNITION

Revenue for customer fees, equipment rental, advertising, pay-per-view
programming and revenue sharing agreements is recognized in the period that
services are delivered. Installation revenue is recognized in the period the
installation services are provided to the extent of direct selling costs. To
date, direct selling costs have exceeded installation revenue.

INCOME TAXES

The provision for income tax expense in the accompanying combined financial
statements relates to the Corporate Subsidiaries. No provision for income tax
expense has been included for earnings or losses of the cable television systems
held by TKR or KRC/CCC IP as such amounts are reported in the respective income
tax returns of the partners.

(CONTINUED)

F-27
<PAGE>
TKR NEW JERSEY/NEW YORK SYSTEMS
(A COMBINATION OF CERTAIN ASSETS, AS DEFINED IN NOTE 1)

NOTES TO COMBINED FINANCIAL STATEMENTS

Statement of Financial Accounting Standards No. 109, "Accounting for Income
Taxes" ("FAS 109") requires the use of the asset and liability method of
accounting for income taxes. Under the asset and liability method of FAS 109,
deferred tax assets and liabilities are recognized for the estimated future tax
consequences attributable to differences between the financial statement
carrying amounts of existing assets and liabilities and their respective tax
bases and operating loss and tax credit carryforwards. Deferred tax assets and
liabilities are measured using enacted tax rates in effect for the year in which
those temporary differences are expected to be recovered or settled. The effect
on deferred tax assets and liabilities of a change in tax rates is recognized in
income in the period that includes the enactment date.

USE OF ESTIMATES

The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenue and expenses during the reporting
period. Actual results could differ from those estimates.

IMPAIRMENT OF LONG-LIVED ASSETS AND LONG-LIVED ASSETS TO BE DISPOSED OF

In March 1995, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards No. 121, "Accounting for the Impairment of
Long-Lived Assets and for Long-Lived Assets to Be Disposed Of" ("FAS 121"). In
accordance with FAS 121, the TKR New Jersey / New York Systems review the
carrying amounts of their long-lived assets for impairment whenever events or
changes in circumstances indicate that the carrying amount may not be
recoverable. Measurement of any impairment would include a comparison of
estimated future operating cash flows anticipated to be generated during the
remaining life of the assets with their net carrying value. The adoption of FAS
121 in the year ended December 31, 1996, had no effect on the combined financial
statements of the TKR New Jersey / New York Systems.

(2) SUPPLEMENTAL DISCLOSURES TO COMBINED STATEMENTS OF CASH FLOWS--CASH FLOW
INFORMATION AND NONCASH INVESTING AND FINANCING ACTIVITIES

Cash paid for interest aggregated $37,493,000, $24,242,000 and $21,741,000
in 1996, 1995 and 1994, respectively.

Cash paid for income taxes aggregated $441,000 in 1995.

In 1996, 1995 and 1994, the TKR New Jersey / New York Systems retired fully
depreciated equipment with an original cost of approximately $15,023,000,
$24,362,000 and $101,000, respectively, which amount was charged to accumulated
depreciation.

In 1996, the TKR New Jersey / New York Systems distributed certain assets
equally to the Partners as follows (amounts in thousands):

<TABLE>
<CAPTION>
<S> <C>
Other assets........................................................ $ 478
Investment in New Jersey Fiber Technologies ("NJFT")................ 1,781
---------
$ 2,259
---------
---------
</TABLE>

(CONTINUED)

F-28
<PAGE>
TKR NEW JERSEY/NEW YORK SYSTEMS
(A COMBINATION OF CERTAIN ASSETS, AS DEFINED IN NOTE 1)

NOTES TO COMBINED FINANCIAL STATEMENTS

(3) ACCOUNTS RECEIVABLE

Accounts receivable as of December 31, 1996 and 1995 are summarized as
follows:

<TABLE>
<CAPTION>
1996 1995
--------- ---------
<S> <C> <C>
(AMOUNTS IN
THOUSANDS)
Trade receivables.......................................................... $ 9,551 6,522
Other receivables.......................................................... 1,625 1,538
--------- ---------
$ 11,176 8,060
--------- ---------
--------- ---------
</TABLE>

(4) DUE FROM AFFILIATES AND TRANSACTIONS WITH RELATED PARTIES

The amounts due from affiliates consist of amounts due from TKR Parent with
respect to various non-interest bearing intercompany advances, including the net
effect of expense allocations. Due to the fact that TKR Parent and the TKR New
Jersey / New York Systems are under common control, the amounts due from
affiliates have been classified as a component of combined deficit in the
accompanying combined financial statements. Such amounts are due on demand.

The TKR New Jersey / New York Systems are party to an agreement with TCI
whereby the TKR New Jersey / New York Systems purchase certain pay and basic
television programming from TCI at TCI's actual cost of such services. Charges
for such services aggregated $32,419,000, $22,774,000 and $21,562,000 in 1996,
1995 and 1994, respectively.

TKR Parent provides certain corporate general and administrative services
and is responsible for the TKR New Jersey / New York Systems' operations and
construction. Costs related to these services were allocated to the TKR New
Jersey / New York Systems on a basis that is intended to approximate TKR
Parent's proportionate cost of providing such services. The allocated costs for
such services were $2,559,000, $2,522,000 and $2,234,000 in 1996, 1995 and 1994,
respectively, and are included in selling, general and administrative expenses.
Although such allocations are not necessarily representative of the costs that
the TKR New Jersey / New York Systems would have incurred on a stand-alone
basis, management believes that the resulting allocated amounts are reasonable.
Such amounts are included in due from affiliates in the accompanying combined
financial statements.

The intercompany advances and expense allocation activity in amounts due
from affiliates consists of the following:

<TABLE>
<CAPTION>
DECEMBER 31,
--------------------------------
1996 1995 1994
---------- --------- ---------
<S> <C> <C> <C>
(AMOUNTS IN THOUSANDS)
Beginning of year........................................... $ 343,972 336,745 343,084
Programming charges....................................... (32,419) (22,774) (21,562)
Administrative fees....................................... (2,559) (2,522) (2,234)
Cash transfers............................................ 23,536 32,523 17,457
---------- --------- ---------
End of year................................................. $ 332,530 343,972 336,745
---------- --------- ---------
---------- --------- ---------
</TABLE>

During 1996, the TKR New Jersey / New York Systems entered into various
lease agreements with NJFT, which is 39.65% owned by Country Cable and 39.65%
owned by KRC. The TKR New Jersey / New

(CONTINUED)

F-29
<PAGE>
TKR NEW JERSEY/NEW YORK SYSTEMS
(A COMBINATION OF CERTAIN ASSETS, AS DEFINED IN NOTE 1)

NOTES TO COMBINED FINANCIAL STATEMENTS

York Systems lease certain fiber node space to NJFT, contingent on regulatory
approval, through 10 year direct financing type leases as defined in Statement
of Financial Accounting Standards No. 13, "Accounting for Leases". The net
investment in direct financing type leases is included in other assets, net. The
components of the net investment in direct financing type leases at December 31,
1996 are as follows (amounts in thousands):

<TABLE>
<CAPTION>
<S> <C>
Minimum rentals receivable.......................................... $ 4,247
Less unearned interest income....................................... 1,429
---------
Net investment in direct financing leases........................... $ 2,818
---------
</TABLE>

Minimum rentals receivable under existing leases as of December 31, 1996 are
as follows (amounts in thousands):

<TABLE>
<CAPTION>
<S> <C>
1997................................................ $ 464
1998................................................ 464
1999................................................ 464
2000................................................ 464
2001................................................ 464
Thereafter.......................................... 1,927
---------
$ 4,247
---------
---------
</TABLE>

(5) DEBT

The TKR New Jersey / New York Systems' loan agreement consists of an
$800,000,000 unsecured revolving credit facility comprised of two sub
facilities, a refinancing facility in the amount of $500,000,000, and an
acquisition facility in the amount of $300,000,000. The proceeds of the
acquisition facility were reserved to only be drawn upon in connection with the
closing of the acquisition of Sammons Communications Inc. (note 8). The
revolving credit facility's maximum commitment will be gradually reduced in
increasing quarterly increments commencing December 31, 1998 in amounts ranging
from 3.75% to 5% of the $800,000,000 maximum commitment level through its
September 30, 2004 termination date. The TKR New Jersey / New York Systems may
make partial prepayments in multiples of either $500,000 or $1,000,000 depending
on the interest rate option selected by the TKR New Jersey / New York Systems.
The TKR New Jersey / New York Systems have the option to permanently reduce the
commitment level in an amount equal to $5,000,000 or whole multiples of
$1,000,000 in excess thereof. The carrying amount of this debt approximates fair
value due to the variable rate nature of this instrument.

The interest rate on borrowings under this facility is subject to selection
by the TKR New Jersey / New York Systems and is based on either the alternate
base rate (the higher of the agent bank's prime rate or the Federal Funds rate
plus 1/2%) or the Eurodollar rate, all plus an applicable margin. The applicable
margin is determined based upon the maintenance of certain debt to cash flow
ratios. Interest rates, including applicable margins, during 1996 under this
credit facility ranged from approximately 6.1% to 6.6% per annum.

The revolving credit facility requires an annual commitment fee, payable
quarterly in arrears, at a rate ranging from 0.25% to 0.375% with respect to the
refinancing facility and 0.125% with respect to the acquisition facility until
the date of the initial borrowing, and thereafter at the refinancing facility's
rate, as

(CONTINUED)

F-30
<PAGE>
TKR NEW JERSEY/NEW YORK SYSTEMS
(A COMBINATION OF CERTAIN ASSETS, AS DEFINED IN NOTE 1)

NOTES TO COMBINED FINANCIAL STATEMENTS

defined. The applicable commitment fee rate is determined based upon the
maintenance of certain debt to cash flow ratios, as defined. In addition, the
TKR New Jersey / New York Systems paid a one-time facility fee of $3,483,000 in
1995 upon closing the revolving credit facility and an additional $1,245,000 fee
in 1996 upon drawing on the acquisition facility. Such fees are being amortized
to interest expense over the term of the facility.

The most significant debt covenants of this credit facility limit additional
borrowings, sales of assets and additional investments. In addition, the TKR New
Jersey / New York Systems have agreed to maintain certain defined debt to cash
flow, cash flow to debt service, and cash flow to interest expense ratios.

The minimum mandatory principal repayments required as of December 31, 1996
based upon the current level of indebtedness under this credit facility are as
follows (amounts in thousands):

In addition, the credit facility requires that the TKR New Jersey / New York
Systems enter into interest rate protection agreements for 50% of the
outstanding borrowings under certain circumstances, as specified in the
agreement. The TKR New Jersey / New York Systems are a party to an interest rate
exchange agreement under which it pays, quarterly, a fixed rate of 7.09% on the
notional principal amount of $100,000,000 in exchange for which the TKR New
Jersey / New York Systems will receive 90 day LIBOR payments on a like amount.
The effect of the exchange is to fix the interest rate on $100,000,000 of
borrowings through October 1997. For the years ended December 31, 1996, 1995 and
1994, net payments pursuant to the interest rate protection agreements were
$1,040,000, $1,484,000 and $1,086,000, respectively.

At December 31, 1996, the estimated fair value of the aforementioned
interest rate exchange agreement was $1,453,000. Such fair value was obtained
from a dealer quote and represents the estimated amount that the TKR New Jersey
/ New York Systems would pay to terminate the agreement.

(6) EMPLOYEE BENEFIT PLANS

Employees of the TKR New Jersey / New York Systems may participate in
various benefit plans (the "Plans") sponsored by TKR which cover certain
qualified employees. Under one of these plans, TKR makes discretionary
contributions each year, as determined by TKR's Management Committee, from any
available TKR profits, as defined. Qualified employees may also participate in a
401(k) savings plan (the "401(k) Plan") sponsored by TKR. Employees may elect to
contribute a portion of their wages to the 401(k) Plan, subject to certain
limitations. TKR is not required to contribute a matching percentage
contribution; however, TKR did contribute a portion of the employees'
contribution up to a maximum of 3% for 1996, 1995 and 1994. Charges to the TKR
New Jersey / New York Systems related to the Plans are allocated as described in
note 4.

(CONTINUED)

F-31
<PAGE>
TKR NEW JERSEY/NEW YORK SYSTEMS
(A COMBINATION OF CERTAIN ASSETS, AS DEFINED IN NOTE 1)

NOTES TO COMBINED FINANCIAL STATEMENTS

(7) INCOME TAXES

No provision for income taxes has been recorded in the accompanying combined
financial statements for the TKR New Jersey / New York Systems, except as
explained below with respect to the operations of the Corporate Subsidiaries.

Components of the provision for income tax benefit (expense) of the
Corporate Subsidiaries are as follows:

<TABLE>
<CAPTION>
1996 1995 1994
--------- --------- ---------
<S> <C> <C> <C>
(AMOUNTS IN THOUSANDS)
Current:
Federal............................................................. $ (158) (113) (605)
State............................................................... (46) (33) (177)
--------- --- ---
(204) (146) (782)
--------- --- ---
Deferred:
Federal............................................................. (152) 372 (19)
State............................................................... (44) 108 (5)
--------- --- ---
(196) 480 (24)
--------- --- ---
$ (400) 334 (806)
--------- --- ---
--------- --- ---
</TABLE>

The actual provision for income taxes for 1996, 1995 and 1994 differs from
the expected provision (computed by applying the U.S. corporate income tax rate
of 34% to income before provision for income taxes) as follows:

<TABLE>
<CAPTION>
1996 1995 1994
--------- --------- ---------
<S> <C> <C> <C>
(AMOUNTS IN THOUSANDS)
Computed "expected" provision for income taxes................... $ (6,613) (6,936) (7,498)
Income from partnerships included in combined income included in
Partners' income tax returns................................... 7,086 6,878 7,261
State income taxes, net of Federal income tax benefit............ (60) 50 (121)
Amortization of franchise costs not deductible................... (57) (57) (57)
Other, net....................................................... (756) 399 (391)
--------- --------- ---------
$ (400) 334 (806)
--------- --------- ---------
--------- --------- ---------
</TABLE>

(CONTINUED)

F-32
<PAGE>
TKR NEW JERSEY/NEW YORK SYSTEMS
(A COMBINATION OF CERTAIN ASSETS, AS DEFINED IN NOTE 1)

NOTES TO COMBINED FINANCIAL STATEMENTS

The tax effect of temporary differences that give rise to significant
portions of the deferred tax assets and liabilities at December 31, 1996 and
1995 are presented below:

<TABLE>
<CAPTION>
1996 1995
---------- ---------
<S> <C> <C>
(AMOUNTS IN
THOUSANDS)
Deferred tax assets:
Net operating loss carryforwards....................................... $ 3,418 1,788
Investment tax credit carryforwards.................................... 341 268
Alternative minimum tax credit carryforwards........................... 666 959
---------- ---------
Total gross deferred tax assets...................................... 4,425 3,015
---------- ---------
Deferred tax liabilities:
Property and equipment, principally due to differences in
depreciation......................................................... (7,260) (5,557)
Franchise costs, principally due to differences in amortization........ (3,277) (3,374)
Other.................................................................. (500) (500)
---------- ---------
Total gross deferred tax liabilities................................. (11,037) (9,431)
---------- ---------
Net deferred tax liability........................................... $ (6,612) (6,416)
---------- ---------
---------- ---------
</TABLE>

At December 31, 1996, the Corporate Subsidiaries have approximately
$8,543,000 available in net operating loss carryforwards and approximately
$341,000 in investment tax credit carryforwards for income tax purposes. Such
carryforwards expire through the year 2011.

(8) ACQUISITION

In February 1996, the TKR New Jersey / New York Systems consummated a
transaction to acquire certain cable television systems and franchise rights
from Sammons Communications, Inc. for approximately $204,855,000, subject to
adjustments, as defined. The TKR New Jersey / New York Systems financed
$204,555,000 of the purchase price through the acquisition facility (note 5).
This acquisition was accounted for under the purchase method of accounting and
the results of operations of the acquired franchises have been included in the
combined statements of earnings since the acquisition date. On a pro forma
basis, the TKR New Jersey / New York Systems' revenue and net earnings would
have been increased (decreased) by $7,088,000 and ($105,000), respectively, for
the year ended December 31, 1996; and revenue and net earnings would have been
increased (decreased) by $43,524,000 and ($770,000), respectively, for the year
ended December 31, 1995 had the acquired systems been combined with the TKR New
Jersey / New York Systems on January 1, 1995. The foregoing unaudited pro forma
financial information is based upon historical results of operations adjusted
for acquisition costs and, in the opinion of management, is not necessarily
indicative of the results had the TKR New Jersey / New York Systems operated the
acquired systems since January 1, 1995.

(CONTINUED)

F-33
<PAGE>
TKR NEW JERSEY/NEW YORK SYSTEMS
(A COMBINATION OF CERTAIN ASSETS, AS DEFINED IN NOTE 1)

NOTES TO COMBINED FINANCIAL STATEMENTS

The purchase price allocation, which was based on estimated fair market
values at the acquisition date as determined by an independent appraisal, is as
follows (amounts in thousands):

<TABLE>
<CAPTION>
<S> <C>
Property and equipment............................................ $ 43,563
Accounts receivable............................................... 2,968
Investment in NJFT................................................ 1,781
Franchise costs................................................... 158,508
Other assets...................................................... 79
Accounts payable and accrued expenses............................. (2,044)
---------
Cash paid for acquisitions...................................... $ 204,855
---------
---------
</TABLE>

(9) COMMITMENTS AND CONTINGENCIES

The TKR New Jersey / New York Systems have entered into certain pole rental
agreements with various utility companies which can be terminated on minimum
notice. Rental payments under such lease agreements aggregated $989,000,
$963,000 and $991,000 in 1996, 1995 and 1994, respectively.

The TKR New Jersey / New York Systems lease certain facilities and real
property under noncancellable leases with original terms varying from one to ten
years. Rental expense under such leases aggregated $1,075,000, $841,000 and
$971,000 in 1996, 1995 and 1994, respectively. Certain rental payments will be
adjusted in the future in accordance with changes in the consumer price index.

Minimum annual rental commitments for the next five years for all
noncancellable leases as of December 31, 1996 are as follows (amounts in
thousands):

As a result of the 1992 Cable Television Consumer Protection and Competition
Act (the 1992 Cable Act), all of the TKR New Jersey / New York Systems' cable
television systems are subject to regulation by local franchise authorities
and/or the Federal Communications Commission (FCC). Regulations imposed by the
1992 Cable Act, among other things, allow regulators to limit and reduce the
rates that cable operators can charge for certain basic cable television
services and equipment rental charges. The TKR New Jersey / New York Systems
have been notified by certain franchise authorities that the rates charged for
basic and programming service to subscribers during the period from September 1,
1993 to May 31, 1994 may have been in excess of the rates permitted by
regulation. In November 1994, however, the FCC issued a Memorandum Opinion and
Order which concluded that one of the TKR New Jersey / New York Systems'
aforementioned cable television systems had effectively complied with the rate
regulations. The TKR New Jersey / New York Systems believe that all of their
other cable television systems had rate structures substantially identical to
the one reviewed by the FCC in the above order. Accordingly, management of the
TKR New Jersey / New York Systems believes that they do not have any material
liability to refund amounts to customers as a result of the 1992 Cable Act.

(CONTINUED)

F-34
<PAGE>
TKR NEW JERSEY/NEW YORK SYSTEMS
(A COMBINATION OF CERTAIN ASSETS, AS DEFINED IN NOTE 1)

NOTES TO COMBINED FINANCIAL STATEMENTS

Certain claims and lawsuits have been filed against the TKR New Jersey / New
York Systems. Although it is reasonably possible that the TKR New Jersey / New
York Systems may incur losses upon conclusion of such matters, an estimate of
any loss or range of loss cannot be made. The TKR New Jersey / New York Systems
believe these claims will not have a material adverse effect on their financial
statements.

(CONTINUED)

F-35
<PAGE>
TKR NEW JERSEY/NEW YORK SYSTEMS
(A COMBINATION OF CERTAIN ASSETS, AS DEFINED IN NOTE 1)

CONDENSED COMBINED BALANCE SHEETS
(UNAUDITED)

<TABLE>
<CAPTION>
TCI NJNY TKR NJNY
(NOTE 1) (NOTE 1)
------------------ -----------------
<S> <C> <C>
SEPTEMBER 30, 1997 DECEMBER 31, 1996
------------------ -----------------
AMOUNTS IN THOUSANDS
ASSETS
Cash....................................................................... $ 3,726 911

Trade and other receivables, net........................................... 15,256 10,486

Property and equipment, at cost............................................ 316,539 450,712
Less accumulated depreciation............................................ 18,507 140,222
-------- --------
298,032 310,490
-------- --------
Franchise costs............................................................ 437,890 253,522
Less accumulated amortization............................................ 8,203 31,423
-------- --------
429,687 222,099
-------- --------
Other assets, at cost, net of amortization................................. 4,928 8,732
-------- --------
$ 751,629 552,718
-------- --------
-------- --------
LIABILITIES AND COMBINED EQUITY (DEFICIT)
Accounts payable and accrued expenses...................................... $ 9,557 30,178
Debt....................................................................... 573,988 583,988
Deferred income taxes...................................................... 13,166 6,612
-------- --------
Total liabilities...................................................... 596,711 620,778
-------- --------
Combined equity (deficit):
Retained earnings........................................................ 18,151 264,470
Due to (from) affiliates, net (note 3)................................... 136,767 (332,530)
-------- --------
Total combined equity (deficit)........................................ 154,918 (68,060)
-------- --------
$ 751,629 552,718
-------- --------
-------- --------
</TABLE>

See accompanying notes to condensed combined financial statements.

F-36
<PAGE>
TKR NEW JERSEY/NEW YORK SYSTEMS
(A COMBINATION OF CERTAIN ASSETS, AS DEFINED IN NOTE 1)
CONDENSED COMBINED STATEMENTS OF OPERATIONS AND COMBINED EQUITY (DEFICIT)
(UNAUDITED)
<TABLE>
<CAPTION>
TCI NJNY TKR NJNY
(NOTE 1) (NOTE 1)
------------------ ------------------
<S> <C> <C>
NINE MONTHS ENDED NINE MONTHS ENDED
SEPTEMBER 30, 1997 SEPTEMBER 30, 1996
------------------ ------------------

<CAPTION>
AMOUNTS IN THOUSANDS
<S> <C> <C>
Revenue................................................................... $ 158,334 136,718

Operating costs and expenses:
Operating, selling, general and administrative (note 3)................. 83,353 69,417
Depreciation............................................................ 18,507 22,118
Amortization............................................................ 8,668 3,170
-------- --------
110,528 94,705
-------- --------
Operating income...................................................... 47,806 42,013

Other income (expense):
Interest expense........................................................ (28,934) (24,206)
Interest income and other, net.......................................... 137 258
-------- --------
(28,797) (23,948)
-------- --------
Earnings before income tax expense.................................... 19,009 18,065
Income tax expense........................................................ (858) (379)
-------- --------
Net earnings.......................................................... 18,151 17,686
Combined equity (deficit):
Beginning of period..................................................... 138,053 (91,348)
Distributions........................................................... -- (6,452)
Change in due to (from) affiliates, net................................. (1,286) 11,389
-------- --------
End of period........................................................... $ 154,918 (68,725)
-------- --------
-------- --------
</TABLE>

See accompanying notes to condensed combined financial statements.

F-37
<PAGE>
TKR NEW JERSEY/NEW YORK SYSTEMS
(A COMBINATION OF CERTAIN ASSETS, AS DEFINED IN NOTE 1)
CONDENSED COMBINED STATEMENTS OF CASH FLOWS
(UNAUDITED)
<TABLE>
<CAPTION>
TCI NJNY TKR NJNY
(NOTE 1) (NOTE 1)
------------------ ------------------
<S> <C> <C>
NINE MONTHS ENDED NINE MONTHS ENDED
SEPTEMBER 30, 1997 SEPTEMBER 30, 1996
------------------ ------------------

<CAPTION>
AMOUNTS IN THOUSANDS
<S> <C> <C>
Cash flows from operating activities:
Net earnings............................................................ $ 18,151 17,686
Adjustments to reconcile net earnings to net cash provided by operating
activities:
Depreciation and amortization....................................... 27,175 25,288
Deferred income tax expense......................................... 858 196
Changes in operating assets and liabilities, net of the effect of an
acquisition:
Change in receivables........................................... (4,770) (1,468)
Change in other assets.......................................... 521 (4,508)
Change in accounts payable and accrued expenses................. (20,621) 4,604
-------- --------
Net cash provided by operating activities......................... 21,314 41,798
-------- --------
Cash flows from investing activities:
Property and equipment additions........................................ (7,213) (73,663)
Additions to franchise costs............................................ -- (2,146)
Acquisition of cable systems............................................ -- (204,855)
-------- --------
Net cash used in investing activities............................. (7,213) (280,664)
-------- --------
Cash flows from financing activities:
Proceeds from debt...................................................... 130,000 274,500
Repayment of debt....................................................... (140,000) (30,000)
Change in amounts due to (from) affiliates, net......................... (1,286) 11,389
Distributions........................................................... -- (4,193)
Change in cash overdraft................................................ -- (8,851)
-------- --------
Net cash provided by (used in) financing activities............... (11,286) 242,845
-------- --------
Net increase in cash.............................................. 2,815 3,979
Cash at beginning of period....................................... 911 --
-------- --------
Cash at end of period............................................. $ 3,726 3,979
-------- --------
-------- --------
Supplemental disclosure of cash flow information:
Cash paid during the period for interest............................ $ 33,032 27,739
-------- --------
-------- --------
Non-cash distribution of assets..................................... $ -- 2,259
-------- --------
-------- --------
</TABLE>

See accompanying notes to condensed combined financial statements.

F-38
<PAGE>
TKR NEW JERSEY/NEW YORK SYSTEMS
(A COMBINATION OF CERTAIN ASSETS, AS DEFINED IN NOTE 1)

NOTES TO CONDENSED COMBINED FINANCIAL STATEMENTS

SEPTEMBER 30, 1997
(UNAUDITED)

(1) BASIS OF PRESENTATION

The accompanying condensed combined financial statements of the TKR New
Jersey/New York Systems include the accounts of the cable television systems in
and around Morris County, Elizabeth, Hamilton, Warren, Raritan and Parlin, New
Jersey, and Rockland County, Ramapo and Warwick, New York. These systems are
wholly-owned by TKR Cable Company, a general partnership, (together with its
consolidated subsidiaries, "TKR"). TKR owns the cable television systems located
in Ramapo and Warwick, New York through its two corporate subsidiaries (the
"Corporate Subsidiaries"), TKR Cable Company of Ramapo, Inc. and TKR Cable
Company of Warwick, Inc. The accounts of the Corporate Subsidiaries and the
KRC/CCC Investment Partnership ("KRC/CCC IP"), an entity engaged in cable
television advertising sales, are also included in the accompanying condensed
combined financial statements of the TKR New Jersey/New York Systems.

Prior to January 10, 1997, TKR and KRC/CCC IP were jointly owned and managed
by Country Cable Co. ("Country Cable") and Knight-Ridder Cablevision, Inc.
("KRC"). Country Cable is an indirect wholly-owned subsidiary of Liberty Cable,
Inc., which is a wholly-owned subsidiary of Tele-Communications, Inc. ("TCI").
Effective January 10, 1997, a subsidiary of Country Cable purchased KRC's 50%
general partnership interests in TKR and KRC/CCC IP and certain other assets
(the "Acquisition"). As a result, Country Cable indirectly owns 100% of TKR and
KRC/CCC IP, including the TKR New Jersey/New York Systems. All significant
intercompany transactions have been eliminated in combination in the
accompanying condensed combined financial statements.

In the following text, "TKR Parent" refers to TKR exclusive of the TKR New
Jersey/New York Systems and the Corporate Subsidiaries.

For financial reporting purposes, the Acquisition has been reported as if
the effective date of such Acquisition was January 1, 1997. In the accompanying
condensed combined financial statements and in the following text, TKR NJNY
refers to the results of operations and financial position of the TKR New
Jersey/New York Systems prior to the Acquisition, and TCI NJNY refers to the
results of operations and financial position of the TKR New Jersey/New York
Systems subsequent to the Acquisition. The "TKR New Jersey/New York Systems"
refers to both TCI NJNY and its predecessor entity, TKR NJNY.

As a result of the Acquisition, which was accounted for as a purchase, the
condensed combined financial information for the period after the Acquisition is
presented on a different cost basis than that for the period before the
Acquisition and, therefore is not comparable. The condensed combined financial
information for the period after the Acquisition date has been adjusted to
reflect the allocation of the Acquisition purchase price based on the estimated
fair values of the TKR New Jersey/New York Systems' net assets. In connection
with such allocation, the TKR New Jersey/New York Systems' December 31, 1996
franchise costs and deferred income taxes were increased by $215,791,000 and
$5,696,000, respectively, and retained earnings, other assets and property and
equipment were decreased by $264,470,000, $2,818,000 and $1,164,000. The
offsetting effect of such adjustments was reflected as a $470,583,000 adjustment
to the intercompany amount due from affiliates. See note 3.

The accompanying interim condensed combined financial statements are
unaudited but, in the opinion of management, reflect all adjustments (consisting
of normal recurring accruals) necessary for a

(CONTINUED)

F-39
<PAGE>
TKR NEW JERSEY/NEW YORK SYSTEMS
(A COMBINATION OF CERTAIN ASSETS, AS DEFINED IN NOTE 1)

NOTES TO CONDENSED COMBINED FINANCIAL STATEMENTS

fair presentation of the results for such periods. The results of operations for
any interim period are not necessarily indicative of results for the full year.
These condensed combined financial statements should be read in conjunction with
the combined financial statements and notes thereto for the year ended December
31, 1996.

(2) PROPOSED MERGER TRANSACTION

As of June 6, 1997, TCIC and Cablevision Systems Corporation ("Cablevision")
entered into a definitive agreement, pursuant to which TCIC's ten New York
metropolitan area cable television systems (the "Systems"), including the TKR
New Jersey/New York Systems, will be contributed to Cablevision. In exchange,
TCIC will receive approximately 12.2 million newly issued shares of Cablevision
Class A common stock, which are expected to represent 33% of Cablevision's total
shares outstanding. In addition, Cablevision will assume $669 million of the
Systems' debt, comprised of all amounts outstanding under the bank credit
facility of the TKR New Jersey/New York Systems and a portion of the
intercompany amounts owed by the Systems to TCIC and its affiliates.
Consummation of the transaction is subject to, among other matters, Cablevision
shareholder and regulatory approvals. There is no assurance that such
transaction will be consummated.

(3) TRANSACTIONS WITH RELATED PARTIES

The amounts due to (from) affiliates consist of amounts due to TKR Parent
with respect to various non-interest bearing intercompany advances, including
the net effect of expense allocations. The amounts due to (from) affiliates,
subsequent to the Acquisition, include the push down of the Acquisition purchase
price. Due to the fact that TKR Parent and the TKR New Jersey/New York Systems
are under common control, the amounts due to (from) affiliates have been
classified as a component of combined equity (deficit) in the accompanying
condensed combined financial statements. Such amounts are due on demand.

The intercompany activity in amounts due to (from) affiliates consists of
the following:
<TABLE>
<CAPTION>
SEPTEMBER 30,
------------------------
<S> <C> <C>
1997 1996
----------- -----------

<CAPTION>
AMOUNTS IN THOUSANDS
<S> <C> <C>
Beginning of period................................................. $ 138,053 (343,972)
Programming charges............................................... 39,898 23,292
Administrative fees............................................... 3,927 1,878
Cash transfers.................................................... (45,111) (13,781)
----------- -----------
End of period....................................................... $ 136,767 (332,583)
----------- -----------
----------- -----------
</TABLE>

Prior to the Acquisition, TKR Parent provided certain corporate general and
administrative services and was responsible for the TKR New Jersey/New York
Systems' operations and construction. Costs related to these services were
allocated to the TKR New Jersey/New York Systems on a basis that was

(CONTINUED)

F-40
<PAGE>
TKR NEW JERSEY/NEW YORK SYSTEMS
(A COMBINATION OF CERTAIN ASSETS, AS DEFINED IN NOTE 1)

NOTES TO CONDENSED COMBINED FINANCIAL STATEMENTS

intended to approximate TKR Parent's proportionate cost of providing such
services. Subsequent to the Acquisition, certain subsidiaries of TCI provide
administrative services to the TKR New Jersey/New York Systems and have assumed
managerial responsibility of the TKR New Jersey/New York Systems' cable
television system operations and construction. As compensation for these
services, the TKR New Jersey/ New York Systems pay a monthly fee calculated on a
per-customer basis. The allocated costs for such services were $3,927,000 and
$1,878,000 for the nine months ended September 30, 1997 and 1996, respectively,
and are included in operating, selling, general and administrative expenses.
Although such allocations are not necessarily representative of the costs that
the TKR New Jersey/New York Systems would have incurred on a stand-alone basis,
management believes that the resulting allocated amounts are reasonable.

The TKR New Jersey/New York Systems are a party to an agreement with TCI
whereby the TKR New Jersey/New York Systems purchase certain pay and basic
television programming from TCI at TCI's actual cost of such services. Charges
for such services aggregated $39,898,000 and $23,292,000 for the nine months
ended September 30, 1997 and 1996, respectively.

During 1996, TKR NJNY entered into various lease agreements with New Jersey
Fiber Technologies ("NJFT"), which is 39.65% owned by Country Cable and 39.65%
owned by KRC. The TKR New Jersey/ New York Systems lease certain fiber node
space to NJFT, contingent on regulatory approval, through 10 year direct
financing type leases as defined in Statement of Financial Accounting Standards
No. 13, "Accounting for Leases". The net investment in direct financing type
leases is included in other assets in the accompanying condensed combined
financial statements.

(4) ACQUISITION

In February 1996, TKR NJNY consummated a transaction to acquire certain
cable television systems and franchise rights from Sammons Communications, Inc.
for approximately $204,855,000, subject to adjustments, as defined. TKR NJNY
financed $204,555,000 of the purchase price through an existing credit facility.
Such acquisition was accounted for under the purchase method of accounting and
the results of operations of the acquired franchises have been included in the
combined statements of operations since the acquisition date.

On a pro forma basis, TKR NJNY's revenue would have been increased by
$7,088,000 and net earnings would have been decreased by $105,000 for the nine
months ended September 30, 1996 had the acquired systems been combined with TKR
NJNY on January 1, 1996.

(5) CONTINGENCIES

As a result of the Cable Television Consumer Protection and Competition Act
of 1992 (the "1992 Cable Act"), all of the TKR New Jersey/New York Systems'
cable television systems are subject to regulation by the Board of Public
Utilities (the "BPU") in New Jersey or the New York State Commission on Cable
Television (or the local franchising authority if it opted out of the state
regulatory scheme) in New York and/or the Federal Communications Commission (the
"FCC"). Regulations imposed by the 1992 Cable Act, among other things, allow
regulators to limit and reduce the rates that cable operators can charge for
certain cable television services and equipment rental charges. The BPU has
issued orders affecting some TKR New Jersey/New York Systems cable television
systems in New Jersey finding that the rates charged for basic cable television
service and certain equipment exceeded the allowable rates under the rules of
the FCC. These orders are subject to appeal by the TKR New Jersey/New York
Systems to the

(CONTINUED)

F-41
<PAGE>
TKR NEW JERSEY/NEW YORK SYSTEMS
(A COMBINATION OF CERTAIN ASSETS, AS DEFINED IN NOTE 1)

NOTES TO CONDENSED COMBINED FINANCIAL STATEMENTS

FCC on substantive, as well as procedural, grounds. In addition, the BPU has
informally told the TKR New Jersey/New York Systems that additional issues not
contained in the orders previously issued may be present in systems that are
currently being reviewed. No orders, or requests for information, have been
submitted to the TKR New Jersey/New York Systems on these issues. Management of
the TKR New Jersey/New York Systems believes that the ultimate resolution of
these issues will not have a material adverse effect on the financial statements
of the TKR New Jersey/New York Systems.

Certain claims and lawsuits have been filed against the TKR New Jersey/New
York Systems. Although it is reasonably possible that the TKR New Jersey/New
York systems may incur losses upon conclusion of such matters, an estimate of
any loss or range of loss cannot be made. The TKR New Jersey/New York Systems
believe these claims will not have a material adverse effect on their financial
statements.

F-42
<PAGE>
APPENDIX A

FINAL EXECUTION COPY

AMENDED AND RESTATED CONTRIBUTION AND

MERGER AGREEMENT

AMONG

TCI COMMUNICATIONS, INC.,

CABLEVISION SYSTEMS CORPORATION,

CSC PARENT CORPORATION

AND

CSC MERGER CORPORATION

DATED AS OF JUNE 6, 1997
<PAGE>
TABLE OF CONTENTS

RECITALS

ARTICLE I
The Merger; Closings; Effective Time
1.1. The Merger............................................................................................... 2
1.2. Closings................................................................................................. 2
1.3. Effective Time........................................................................................... 2

ARTICLE II
Certificate of Incorporation and By-Laws of the Surviving Corporation
2.1. The Certificate of Incorporation......................................................................... 2
2.2. The By-Laws.............................................................................................. 2

ARTICLE III
Officers and Directors of the Surviving Corporation; Contribution; Adjustment; Third-Party Consents;
3.1. Directors................................................................................................ 3
3.2. Officers................................................................................................. 3
3.3. Contribution............................................................................................. 3
3.4. Net Adjusted Working Capital Adjustment.................................................................. 6
3.5. Antidilution Adjustments................................................................................. 7
3.6. Failure to Receive Third Party Consents.................................................................. 8

ARTICLE IV
Effect of the Merger on Capital Stock
4.1. Effect on Capital Stock.................................................................................. 9
(a) Merger Consideration.......................................................................... 9
(b) Cancellation of Shares and Parent Common Stock................................................ 9
(c) Merger Sub.................................................................................... 9
(d) Preferred Stock-i-............................................................................ 9
4.2. Transfers................................................................................................ 9
4.3. Dissenters' Rights....................................................................................... 9
4.4. Adjustments to Prevent Dilution.......................................................................... 9

ARTICLE V
Representations and Warranties
5.1. Representations and Warranties of the Company............................................................ 10
(a) Organization, Good Standing and Qualification................................................. 10
(b) Capital Structure; Acquired Assets; Indebtedness.............................................. 10
(c) Corporate Authority; Approval................................................................. 11
(d) Governmental Filings; No Violations........................................................... 12
(e) Financial Statements.......................................................................... 12
(f) Absence of Certain Changes.................................................................... 13
(g) Litigation and Liabilities.................................................................... 13
(h) Employee Benefits............................................................................. 14
(i) Compliance with Laws; Permits................................................................. 15
(j) Environmental Matters......................................................................... 16
(k) Tax Matters................................................................................... 17
(l) Taxes......................................................................................... 17
</TABLE>

i
<PAGE>
<TABLE>
<CAPTION>
PAGE
---------
<S> <C> <C> <C>
(m) Labor Matters................................................................................. 18
(n) Contracts..................................................................................... 18
(o) No Liabilities as Guarantor................................................................... 18
(p) Notes and Accounts and Royalty Receivables.................................................... 19
(q) Investments................................................................................... 19
(r) Insurance..................................................................................... 19
(s) Owned Real Property........................................................................... 19
(t) Leases........................................................................................ 20
(u) Personal Property............................................................................. 20
(v) Intellectual Property......................................................................... 20
(w) Brokers and Finders........................................................................... 20
(x) Cable Television Franchises................................................................... 20
(y) Accredited Investor; Investment Intent........................................................ 22
(z) Disclosure.................................................................................... 22
5.2 Representations and Warranties of CSC, Parent and Merger Sub............................................. 23
(a) Capitalization of Merger Sub and Parent....................................................... 23
(b) Organization, Good Standing and Qualification................................................. 23
(c) Capital Structure of CSC...................................................................... 23
(d) Corporate Authority........................................................................... 24
(e) Governmental Filings; No Violations........................................................... 24
(f) CSC Reports; Financial Statements............................................................. 25
(g) Absence of Certain Changes.................................................................... 25
(h) Litigation and Liabilities.................................................................... 26
(i) Employee Benefits............................................................................. 26
(j) Compliance with Laws; Permits................................................................. 27
(k) Tax Matters................................................................................... 28
(l) Taxes......................................................................................... 28
(m) Labor Matters................................................................................. 28
(n) Insurance..................................................................................... 28
(o) Brokers and Finders........................................................................... 28
(p) Accredited Investor; Investment Intent........................................................ 28
(q) Environmental Matters......................................................................... 28
(r) Intellectual Property......................................................................... 29
(s) Property...................................................................................... 29
(t) Cable Television Franchises................................................................... 29
(u) Contracts..................................................................................... 31

ARTICLE VI
Covenants
6.1. CSC Interim Operations................................................................................... 31
6.2. Contributed Systems Interim Operations................................................................... 32
6.3. Information Supplied..................................................................................... 34
6.4. Stockholders Meeting; Parent Vote on Reorganization; Recommendation...................................... 34
6.5. Filings; Other Actions; Notification..................................................................... 35
6.6. Taxation................................................................................................. 36
6.7. Access................................................................................................... 36
6.8. Certain Contracts........................................................................................ 36
6.9. Stock Exchange Listing and De-listing.................................................................... 36
6.10. Publicity................................................................................................ 37
6.11. Benefits; Board Representation; Employees................................................................ 37
</TABLE>

ii
<PAGE>
<TABLE>
<CAPTION>
PAGE
---------
<S> <C> <C> <C>
(a) Stock Options; Conjunctive Rights............................................................. 37
(b) Election to Parent's Board of Directors....................................................... 37
(c) Employees..................................................................................... 37
6.12. Expenses................................................................................................. 39
6.13. Indemnification; Directors' and Officers' Insurance...................................................... 39
6.14. Preferred Shares......................................................................................... 39
6.15. Other Actions by the Parties............................................................................. 39
(a) Termination of Affiliated Agreements.......................................................... 39
(b) Stockholders Agreement........................................................................ 40
(c) Other Transactions............................................................................ 40
(d) Certain Intellectual Property................................................................. 40
(e) Certain Environmental Matters................................................................. 40
(f) Further Actions............................................................................... 40
6.16. Parent, CSC and the Company Votes........................................................................ 41
Released Indebtedness and Fibertech Cash; Company Restructuring; Tax Sharing; Surety Liabilities; and
6.17.
Disclosure Updates....................................................................................... 41
(a) Released Indebtedness and Fibertech Cash...................................................... 41
(b) Company Restructuring......................................................................... 41
(c) Tax Sharing Agreements........................................................................ 42
(d) Surety Liabilities............................................................................ 42
(e) Disclosure Updates and Supplements............................................................ 42

ARTICLE VII
Conditions to Merger and Contribution
7.1. Conditions to Obligations to Effect the Merger........................................................... 42
(a) Stockholder Approval.......................................................................... 42
(b) AMEX Listing.................................................................................. 42
(c) Regulatory Consents........................................................................... 42
(d) Litigation.................................................................................... 43
(e) S-4........................................................................................... 43
(f) Blue Sky Approvals............................................................................ 43
(g) Consents Under Agreements..................................................................... 43
(h) Tax Opinion................................................................................... 43
(i) Contribution.................................................................................. 43
7.2. Conditions to Each Party's Obligations to Effect the Contribution........................................ 43
(a) Stockholder Approval.......................................................................... 43
(b) Regulatory Consents........................................................................... 43
(c) Litigation.................................................................................... 44
(d) Merger........................................................................................ 44
(e) AMEX Listing.................................................................................. 44
(f) Stockholders Agreement........................................................................ 44
7.3. Conditions to Obligations of Parent to Effect Contribution............................................... 44
(a) Representations and Warranties................................................................ 44
(b) Performance of Obligations of the Company..................................................... 44
(c) Consents Under Agreements..................................................................... 45
(d) Legal Opinion................................................................................. 45
(e) Contributed Systems Deliveries................................................................ 45
(f) Resignations.................................................................................. 45
(g) Company Restructuring......................................................................... 46
7.4. Conditions to Obligations of the Company to Effect Contribution.......................................... 46
</TABLE>

iii
<PAGE>
<TABLE>
<CAPTION>
PAGE
---------
<S> <C> <C> <C>
(a) Representations and Warranties................................................................ 46
(b) Performance of Obligations of CSC, Parent and Merger Sub...................................... 46
(c) Consents Under Agreements..................................................................... 46
(d) Legal Opinion................................................................................. 46
(e) Tax Opinion................................................................................... 46
(f) Cash Flow Ratio............................................................................... 46
(g) Assumption of Liabilities..................................................................... 46

ARTICLE VIII
Termination
8.1. Termination by Mutual Consent............................................................................ 47
8.2. Termination by Either CSC or the Company................................................................. 47
8.3. Termination by the Company............................................................................... 47
8.4. Termination by CSC....................................................................................... 47
8.5. Effect of Termination and Abandonment.................................................................... 47

ARTICLE IX
Miscellaneous and General
9.1. Survival................................................................................................. 48
9.2. Modification or Amendment................................................................................ 48
9.3. Waiver of Conditions..................................................................................... 48
9.4. Counterparts............................................................................................. 48
9.5. Governing Law and Venue; Waiver of Jury Trial............................................................ 48
9.6. Notices.................................................................................................. 49
9.7. Entire Agreement; No Other Representations............................................................... 49
9.8. No Third Party Beneficiaries............................................................................. 50
9.9. Obligations of CSC, Parent, TCI and the Company.......................................................... 50
9.10. New York State and City Real Property Transfer Tax; Other Transfer Taxes; HSR Fee........................ 50
9.11. Bulk Transfers; Further Assurances....................................................................... 50
9.12. Severability............................................................................................. 50
9.13. Interpretation........................................................................................... 50
9.14. Assignment............................................................................................... 51

Index of Defined Terms:............................................................................................. I-1

Exhibits:
Exhibit A--(Terms of Reorganization Agreement)...................................................................... A-1
Exhibit B--(Form of Stockholders Agreement)......................................................................... B-1

Schedules:
Schedule 3.3(ii) (Asset Contributed Systems)........................................................................ S-1
Schedule 3.3(xii) (Contributed Subsidiaries)........................................................................ S-3
Schedule 3.5 (Issue Exceptions)..................................................................................... S-4
</TABLE>

iv
<PAGE>
AMENDED AND RESTATED CONTRIBUTION AND MERGER AGREEMENT

AMENDED AND RESTATED CONTRIBUTION AND MERGER AGREEMENT (hereinafter called
this "AGREEMENT"), dated as of June 6, 1997, among TCI Communications, Inc, a
Delaware corporation (the "COMPANY"), Cablevision Systems Corporation, a
Delaware corporation ("CSC"), CSC Parent Corporation, a newly formed Delaware
corporation and a wholly owned subsidiary of CSC ("PARENT"), and CSC Merger
Corporation, a Delaware corporation and a wholly owned subsidiary of Parent
("MERGER SUB," and CSC and Merger Sub sometimes being hereinafter collectively
referred to as the "CONSTITUENT CORPORATIONS").

RECITALS

WHEREAS, the parties hereto entered into a Contribution and Merger Agreement
(the "ORIGINAL AGREEMENT") dated as of June 6, 1997 and now desire to amend and
restate the Original Agreement as provided herein.

WHEREAS, the respective boards of directors of each of CSC, Parent and
Merger Sub have approved the merger of Merger Sub with and into CSC (the
"MERGER") and approved the Merger upon the terms and subject to the conditions
set forth in this Agreement;

WHEREAS, after the execution and delivery of this Agreement, Parent and
Charles F. Dolan and/or certain other equity holders in Subsidiaries of CSC may
enter into the Partnership Contribution Agreement (the "PARTNERSHIP CONTRIBUTION
AGREEMENT") relating to the acquisition by Parent of the partnership interests
in Cablevision of New York City M.L.P. held by Charles F. Dolan and/or such
other equity interest in Subsidiaries of CSC pursuant to which, among other
things, the Partnership Contribution (as defined therein) would be consummated
upon the terms and subject to the conditions set forth therein;

WHEREAS, it is anticipated that CSC and Parent will enter into a
Reorganization Agreement containing substantially the terms described in Exhibit
A (the "REORGANIZATION AGREEMENT") pursuant to which, among other things, the
Reorganization (as defined therein) may be consummated upon the terms and
subject to the conditions set forth therein;

WHEREAS, the respective boards of directors of each of CSC, Parent, and the
Company have approved the contribution of all of the outstanding shares of
Contributed Subsidiary Capital Stock and of certain assets to Parent and the
acquisition of the Contributed Subsidiary Capital Stock and such assets and the
assumption of certain liabilities by Parent upon the terms and subject to the
conditions set forth in this Agreement (the "CONTRIBUTION");

WHEREAS, the board of directors of Parent has approved the Stockholders
Agreement substantially in the form attached as Exhibit B hereto (the
"STOCKHOLDERS AGREEMENT") upon the terms and subject to the conditions set forth
in this Agreement;

WHEREAS, contemporaneously with the execution and delivery of the Original
Agreement, as a condition and inducement to the Company's, CSC's, Parent's and
Merger Sub's willingness to enter into this Agreement, the Class B Entities (as
defined in the Voting Agreement), Tele-Communications, Inc., a Delaware
corporation ("TCI"), CSC and Parent are entering into a voting agreement (the
"VOTING AGREEMENT") pursuant to which, among other things, the Class B Entities
shall agree to vote all Shares and shares of Parent Common Stock owned by them
in favor of approval and adoption of this Agreement and the Merger, the approval
of the share issuance in connection with the Contribution and the approval of
the Charter Amendments (as defined therein) and the Class B Entities and TCI
shall agree to enter into the Stockholders Agreement at the Contribution
Closing;

WHEREAS, it is intended that, for federal income tax purposes, the Merger
and the Contribution shall qualify as an exchange governed by Section 351 of the
Internal Revenue Code of 1986, as amended, and the rules and regulations
promulgated thereunder (the "CODE"); and

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WHEREAS, CSC, Parent, Merger Sub and the Company desire to make certain
representations, warranties, covenants and agreements in connection with this
Agreement.

NOW, THEREFORE, in consideration of the premises, and of the
representations, warranties, covenants and agreements contained herein, the
parties hereto agree as follows:

ARTICLE I
THE MERGER; CLOSINGS; EFFECTIVE TIME

1.1. THE MERGER. Upon the terms and subject to the conditions set forth in
this Agreement, at the Effective Time (as defined in Section 1.3) Merger Sub
shall be merged with and into CSC and the separate corporate existence of Merger
Sub shall thereupon cease. CSC shall be the surviving corporation in the Merger
(sometimes hereinafter referred to as the "SURVIVING CORPORATION"), and the
separate corporate existence of CSC with all its rights, privileges, immunities,
powers and franchises shall continue unaffected by the Merger, except as set
forth in Sections 3.1 and 3.2. The Merger shall have the effects specified in
the Delaware General Corporation Law, as amended (the "DGCL").

1.2. CLOSINGS. The closings of each of the Merger (the "MERGER CLOSING")
and the Contribution (the "CONTRIBUTION CLOSING," and, together with the Merger
Closing, the "CLOSINGS") shall take place (i) at the offices of Sullivan &
Cromwell, 125 Broad Street, New York, New York at 10:00 A.M. on the third
business day on which the last to be fulfilled or waived of the conditions for
the Merger and the Contribution (together, the "TRANSACTIONS"), as the case may
be, set forth in Article VII (other than in each case those conditions that by
their nature are to be satisfied at their respective Closings, but subject to
the fulfillment or waiver of those conditions) shall be satisfied or waived in
accordance with this Agreement or (ii) at such other place and time and/or on
such other date as CSC, the Company and Parent may agree in writing (the
"CLOSING DATE").

1.3. EFFECTIVE TIME. As of or as soon as practicable following the Merger
Closing, CSC and Parent will cause a Certificate of Merger (the "CERTIFICATE OF
MERGER") to be executed, acknowledged and filed with the Secretary of State of
Delaware as provided in Section 251 of the DGCL. The Merger shall become
effective at the time when the Certificate of Merger has been duly filed with
the Secretary of State of Delaware (the "EFFECTIVE TIME").

ARTICLE II
CERTIFICATE OF INCORPORATION AND BY-LAWS
OF THE SURVIVING CORPORATION

2.1. THE CERTIFICATE OF INCORPORATION. The certificate of incorporation of
CSC as in effect immediately prior to the Effective Time shall be the
certificate of incorporation of the Surviving Corporation (the "CHARTER"), until
duly amended as provided therein or by applicable law, except that: (a) Article
Fourth of the Charter shall be amended to read in its entirety as follows: "The
aggregate number of shares that the Corporation shall have the authority to
issue is 10,001,000 shares: (a) 1,000 shares of Common Stock, par value $1.00
per share; (b) 10,000,000 shares of Preferred Stock, par value $.01 per share
("PREFERRED STOCK"), 200,000 shares of which shall be designated as Series A
Cumulative Convertible Preferred Stock ("SERIES A PREFERRED STOCK") and 200,000
shares of which shall be designated as Series B Cumulative Convertible Preferred
stock ("SERIES B PREFERRED STOCK")."; and (b) Article First of the Charter shall
be amended to read in its entirety as follows: "The name of the Corporation is
CSC Holdings, Inc."

2.2. THE BY-LAWS. The by-laws of Merger Sub in effect at the Effective
Time shall be the by-laws of the Surviving Corporation (the "BY-LAWS"), until
thereafter amended as provided therein or by applicable law.

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ARTICLE III
OFFICERS AND DIRECTORS
OF THE SURVIVING CORPORATION;
CONTRIBUTION; ADJUSTMENT;
THIRD-PARTY CONSENTS;

3.1. DIRECTORS. The directors of Merger Sub at the Effective Time shall,
from and after the Effective Time, be the directors of the Surviving Corporation
until their successors have been duly elected or appointed and qualified or
until their earlier death, resignation or removal in accordance with the Charter
and the By-Laws.

3.2. OFFICERS. The officers of CSC at the Effective Time shall, from and
after the Effective Time, be the officers of the Surviving Corporation until
their successors have been duly elected or appointed and qualified or until
their earlier death, resignation or removal in accordance with the Charter and
the By-Laws.

3.3. CONTRIBUTION. On the terms and subject to the conditions set forth
herein, at the Contribution Closing:

(a) the Company agrees that it shall contribute, convey, transfer,
assign and deliver, or cause to be contributed, conveyed, transferred,
assigned and delivered, to Parent, free and clear of any Liens (other than
Contributed System Permitted Liens), and Parent agrees that it shall accept
and receive all of the Acquired Assets;

(b) the Company agrees that it will transfer or cause to be transferred
to Parent, and Parent agrees that it will acquire from the Company or the
Person the Company causes to transfer to Parent, all of the Included
Contributed Systems, including the franchises, assets and rights necessary
to provide cable television services related thereto, by Parent acquiring
all of the outstanding Contributed Subsidiary Capital Stock, free and clear
of any Lien; and

(c) Parent agrees that it (i) shall issue to the Company an aggregate
consideration (the "STOCK CONSIDERATION") of 12,235,543 shares of Class A
Common Stock, par value $.01 per share (the "PARENT CLASS A SHARES"), of
Parent, subject to adjustment as provided in Section 3.4 and Section 3.5,
and deliver to the transferors of the Acquired Assets and the Contributed
Subsidiary Capital Stock a certificate or certificates representing such
Parent Class A Shares as more specifically described on Schedules 3.3(ii)
and 3.3(xii) and (ii) shall assume and agree to pay and shall discharge and
perform as and when due the Assumed Liabilities. Notwithstanding anything to
the contrary in this Agreement, Parent shall not assume or be liable for,
and the Company shall hold Parent harmless in respect of, any of the
Excluded Liabilities.

As used in this Agreement, the following terms shall have the following
meanings:

(i) "ACQUIRED ASSETS" means all of the properties, assets, privileges,
rights, interests, claims and goodwill, real and personal, tangible and
intangible, of every type and description, including leasehold interests or
rights to possession, whether owned or leased or otherwise possessed, by the
Contributed System Entities primarily relating to, used in or held for use
in connection with or otherwise required to carry on the business of the
Asset Contributed Systems as currently conducted and to be conducted in
accordance with this Agreement prior to the Closing Date, whether now in
existence or hereafter acquired prior to the Contribution Closing, including
the Contributed Accounts, the Contributed Instruments, the Contributed
Contracts, the Contributed Equipment, the Contributed Intellectual Property,
the Contributed Inventory and the Contributed Real Property but excluding
the Excluded Assets;

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(ii) "ASSET CONTRIBUTED SYSTEMS" means those cable television systems
identified on Schedule 3.3(ii) as an "ASSET CONTRIBUTED SYSTEM";

(iii) "ASSUMED LIABILITIES" means (i) all liabilities, obligations and
commitments of the Contributed System Entities to the extent relating to or
arising out of the business of the Asset Contributed Systems, whether before
or after the Contribution Closing, including all liabilities, obligations
and commitments arising before or after the Contribution Closing under the
Contributed Instruments, the Contributed Contracts and the Contributed
Intellectual Property; (ii) all of the Assumed Company Debt; and (iii) all
other liabilities, obligations and commitments to the extent they are
included as Liabilities, and an adjustment has been taken therefor, under
Section 3.4(a), PROVIDED that Assumed Liabilities shall exclude the Excluded
Liabilities;

(iv) "CONTRIBUTED ACCOUNTS" means all accounts receivable, royalties
receivable, marketable securities, deposits and prepaid expenses of the
Contributed System Entities arising out of or relating to the business of
the Asset Contributed Systems as currently conducted and to be conducted in
accordance with this Agreement prior to the Closing Date;

(v) "CONTRIBUTED CONTRACTS" means all Contracts of the Contributed
System Entities primarily relating to or made in connection with the
business of the Asset Contributed Systems, including, with respect to the
Asset Contributed Systems, the Contributed System Cable Franchise Agreements
and the Contributed System Leases;

(vi) "CONTRIBUTED ENTITIES" means the Contributed Subsidiaries and
their Subsidiaries;

(vii) "CONTRIBUTED EQUIPMENT" means all tangible personalty;
electronic devices; towers; trunk and distribution cable; decoders and spare
decoders for scrambled satellite signals; amplifiers; power supplies;
conduit; vaults and pedestals; grounding and pole hardware; installed
subscriber's devices (including drop lines, converters, encoders,
transformers behind television sets and fittings); "head-ends" and "Hubs"
(origination, transmission and distribution system) hardware; tools;
inventory; spare parts; maps and engineering data; vehicles; supplies, tests
and closed circuit devices; furniture and furnishings; and all other
tangible personal property and facilities owned or leased by the Contributed
System Entities and primarily relating to, used in or held for use in
connection with or otherwise required to carry on the business of the Asset
Contributed Systems as currently conducted and to be conducted in accordance
with this Agreement prior to the Closing Date;

(viii) "CONTRIBUTED INSTRUMENTS" means all permits, licenses,
franchises, variances, exceptions, orders, authorizations, consents,
ordinances or licenses granted to the Contributed System Entities by any
Governmental Entity and primarily in respect of or otherwise used in or held
for use in connection with or required to carry out, the business of the
Asset Contributed Systems as currently conducted and to be conducted in
accordance with this Agreement prior to the Closing Date, including permits
for wire crossings over or under highways, railroads, and other property;
construction permits and certificates of occupancy; business radio, "Earth
Station" and other FCC licenses; pole attachment and other Contracts with
utilities; Contracts for the purchase, sale, receipt or distribution of
news, data and microwave relay signals or for satellite services; and all
other approvals, consents and authorizations of the Contributed System
Entities relating to, used in or held for use in connection with or
otherwise required to carry on the business of the Asset Contributed Systems
as currently conducted and to be conducted in accordance with this Agreement
prior to the Closing Date;

(ix) "CONTRIBUTED INTELLECTUAL PROPERTY" means the Intellectual
Property Rights of the Contributed System Entities primarily relating to,
used in or held for use in connection with or otherwise required to carry on
the business of the Asset Contributed Systems as currently conducted and to
be conducted in accordance with this Agreement prior to the Closing Date,
and the value associated therewith;

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(x) "CONTRIBUTED INVENTORY" means all inventory (as defined under
GAAP) plus, without limitation, all supplies, all equipment held as
maintenance inventory, all converters, all cables and all amplifiers owned
or leased by the Contributed System Entities relating to, used in or held
for use in connection with or otherwise required to carry on the business of
the Asset Contributed Systems as currently conducted and to be conducted in
accordance with this Agreement prior to the Closing Date;

(xi) "CONTRIBUTED REAL PROPERTY" means all realty, fixtures,
easements, rights-of-way, leasehold and other interests in real property,
buildings and improvements of the Contributed System Entities relating to,
used in or held for use in connection with or otherwise required to carry on
the business of the Asset Contributed Systems as currently conducted and to
be conducted in accordance with this Agreement prior to the Closing Date,
including, with respect to the Asset Contributed Systems, the Contributed
Systems Real Property and the Contributed Systems Leased Real Property;

(xii) "CONTRIBUTED SUBSIDIARIES" means those Persons identified on
Schedule 3.3(xii) as a "Contributed Subsidiary" owning, collectively, all of
the Included Contributed Systems;

(xiii) "CONTRIBUTED SUBSIDIARY CAPITAL STOCK" means 100% of the issued
and outstanding equity interests (including capital stock and partnership
interests) in the Contributed Subsidiaries;

(xiv) "CONTRIBUTED SYSTEM ENTITIES" means those Persons listed on
Schedule 3.3(ii) as a "Contributed System Entity" and also, as of
immediately prior to the Contribution Closing, the Future Contributed System
Entities;

(xv) "CONTRIBUTED SYSTEMS" means the Included Contributed Systems and
the Asset Contributed Systems;

(xvi) "EXCLUDED ASSETS" means, with respect to any Contributed System,
all: (A) programming Contracts (including cable guide Contracts) and
retransmission consent Contracts (other than those listed in Section 5.1(n)
of the Company Disclosure Letter); (B) insurance policies and rights and
claims thereunder up to the Company's self-insured retention or deductible;
(C) cash and cash equivalents subject to the adjustment for Net Adjusted
Working Capital; (D) Contracts relating to national advertising sales
representation, including Contracts with National Cable Communications or
Cable Networks, Inc.; (E) bonds, letters of credit, surety instruments and
other similar items; (F) trademarks, tradenames, service marks, service
names, logos and similar proprietary rights other than those that are used
exclusively with respect to the Acquired Assets; and (G) all commercial
accounts relating to the provision by direct broadcast satellite of cable
music services.

(xvii) "EXCLUDED LIABILITIES" means all of the following liabilities,
obligations and commitments: (v) those to be terminated pursuant to Section
6.15(a) (other than any liabilities, obligations or commitments to the
extent they are included as Liabilities, and an adjustment has been taken
therefor, under Section 3.4(a)); (w) those relating to the officers,
directors or employees of the Company or any of its Subsidiaries that are
not Hired Employees; (x) those arising as a result of a breach by TCI or the
Company of any of its representations, warranties, covenants, agreements or
obligations under this Agreement but only to the extent that such
representations, warranties, covenants, agreements or obligations survive
the consummation of the Transactions as provided in Section 9.1; (y) any
Indebtedness to be released pursuant to Section 6.17(a); and (z) those
relating to the Excluded Assets;

(xviii) "FUTURE CONTRIBUTED SYSTEM ENTITIES" means those corporations
to be formed to receive the Asset Contributed Systems pursuant to and in
accordance with the Company Restructuring prior to the Contribution Closing;

(xix) "INCLUDED CONTRIBUTED SYSTEMS" means those cable television
systems identified on Schedule 3.3(xviii) as an "Included Contributed
Systems";

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(xx) "LIEN" means any mortgage, pledge, lien, deed of trust,
hypothecation, claim, security interest, title defect, encumbrance, burden,
tax lien (as used in Section 6321 of the Code or similarly by any state,
local or foreign tax authority), charge or other similar restriction, title
retention agreement, option, easement, covenant, encroachment or other
adverse claim; and

(xxi) "PERSON" means any individual, corporation (including
not-for-profit), general or limited partnership, limited liability company,
joint venture, estate, trust, association, organization, Governmental Entity
or other entity of any kind or nature.

3.4. NET ADJUSTED WORKING CAPITAL ADJUSTMENT. (a) Within 90 days following
the Contribution Closing, Parent shall prepare, or cause to be prepared, and
deliver to the Company a Closing Date consolidated balance sheet relating to
both the Asset Contributed Systems and the Contributed Entities (the "CLOSING
BALANCE SHEET"), which shall set forth the consolidated assets and liabilities
of the Contributed Entities and Acquired Assets and Assumed Liabilities and the
Net Adjusted Working Capital as of the Closing Date, shall be prepared in
accordance with the principles and methods applied to the Proxy Financial
Statements and shall be accompanied by reasonably detailed information
supporting the numbers set forth therein. For this purpose, in no event will
purchase accounting adjustments relating to the Contribution Closing be made to
the Closing Balance Sheet. For the purpose of this Agreement: (i) "CURRENT
ASSETS" means the aggregate amount of cash, marketable securities, deposits,
active subscriber accounts receivables that are no more than 90 days past due
(based on date of invoice) for those subscribers who have been subscribers and
have paid for at least one entire billing cycle and prepaid expenses and
advertising sales accounts receivables for all such receivables, net of reserves
for doubtful accounts, each as reflected as current assets on a balance sheet
prepared in accordance with generally accepted accounting principles ("GAAP")
applied in a manner consistent with that applied in the preparation of the Proxy
Financial Statements, except that the Fibertech Cash and any Excluded Assets
shall not be included; (ii) "LIABILITIES" means the aggregate amount of any and
all liabilities (current and long term and whether or not contingent) reflected
as liabilities on a balance sheet prepared in accordance with GAAP applied in a
manner consistent with that applied in preparation of the Proxy Financial
Statements, except that the Assumed Company Debt, the Surety Liabilities, any
Excluded Liabilities and any other liability or obligation terminated pursuant
to Section 6.15(a) without any liability or obligation to any Contributed Entity
or any Asset Contributed System after the Contribution Closing shall not be
included; and (iii) "NET ADJUSTED WORKING CAPITAL" equals (x) the Current Assets
minus (y) the sum of the Liabilities and the amount by which the total of the
Surety Liabilities exceeds $10,000,000.

(b) The Company and the Company's accountants shall, within 30 days after
the delivery by Parent of the Closing Balance Sheet and the information required
to be delivered with the Closing Balance Sheet, complete their review of the Net
Adjusted Working Capital derived from the Closing Balance Sheet. In the event
that the Company determines that the Net Adjusted Working Capital has not been
determined on the basis set forth in Section 3.4(a) and this Section 3.4(b), the
Company shall inform Parent in writing (the "COMPANY'S OBJECTION"), setting
forth a specific description of the basis of the Company's Objection and the
adjustments to the Net Adjusted Working Capital that the Company believes should
be made, on or before the last day of such 30-day period. Parent shall then have
20 days to review and respond to the Company's Objection. If Parent and the
Company are unable to resolve all of their disagreements with respect to the
determination of the foregoing items within 10 days following the completion of
Parent's review of the Company's Objection, they shall refer their remaining
differences to KPMG Peat Marwick (or its successor) or another internationally
recognized firm of independent public accountants as to which the Company and
Parent mutually agree (the "CPA FIRM"), who shall, acting as experts and not as
arbitrators, determine on the basis of the standards set forth in Section 3.4(a)
and this Section 3.4(b), and only with respect to the remaining differences so
submitted, whether and to what extent, if any, the Net Adjusted Working Capital,
as derived from the Closing Balance Sheet, requires adjustment. The parties
shall instruct the CPA Firm to deliver its written determination to Parent and
the Company no later than the twentieth day after the remaining differences
underlying the Company's Objection are referred to the

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CPA Firm. The CPA Firm's determination shall be conclusive and binding upon
Parent and the Company and shall not be subject to appeal. The fees and
disbursements of the CPA Firm shall be paid by the Person whose estimate of Net
Adjusted Working Capital differs the most from that ultimately determined by the
CPA Firm. Parent and the Company shall (and Parent shall cause the Contributed
Entities to) make readily available to the CPA Firm all relevant books and
records and any work papers (including those of the parties' respective
accountants) relating to the Financial Statements and Closing Balance Sheet and
all other items reasonably requested by the CPA Firm. The "ADJUSTED CLOSING
BALANCE SHEET" shall be (i) the Closing Balance Sheet in the event that (x) the
Company's Objection is not delivered to Parent during the 30-day period
specified above or (y) the Company and Parent so agree, (ii) the Closing Balance
Sheet, adjusted in accordance with the Company's Objection, in the event that
Parent does not respond to the Company's Objection within the 20-day period
following receipt by Parent of the Company's Objection, or (iii) the Closing
Balance Sheet, as adjusted by either (x) the agreement of the Company and Parent
or (y) the CPA Firm. In the event that the adjustment of the Closing Balance
Sheet pursuant to this Section 3.4(b) discloses that it is appropriate to
include an item in the calculation of Net Adjusted Working Capital that had been
omitted from the Closing Balance Sheet or to omit an item in the calculation of
Net Adjusted Working Capital that had been included in the Closing Balance
Sheet, Parent shall prepare a revised Closing Balance Sheet including or
omitting such item, as the case may be, as at the date thereof.

(c) Within five business days following issuance of the Adjusted Closing
Balance Sheet, the payments payable pursuant to this Section 3.4(c) shall be
paid by wire transfer of immediately available funds to a bank account
designated by Parent or the Company, as the case may be, together with interest
thereon (at the prime rate of interest of Citibank N.A. in effect on the Closing
Date) from and including the Closing Date and up to but not including the date
of payment. If the Net Adjusted Working Capital is more than zero, Parent will
make a payment to the Company in the amount by which the Net Adjusted Working
Capital exceeds zero, as derived from the Adjusted Closing Balance Sheet. If the
Net Adjusted Working Capital is less than zero, the Company will make a payment
to Parent in the amount by which the Net Adjusted Working Capital is less than
zero, as derived from the Adjusted Closing Balance Sheet. Any adjustment payment
in respect of Net Adjusted Working Capital required to be made by Parent to the
Company will be subject to set-off to the extent of any failure by the Company
to comply with Section 6.15(a), Section 6.17(a) or Section 6.17(d). In the event
that the aforementioned set-off is insufficient to fully compensate Parent due
to any failure by the Company to comply with Section 6.15(a), Section 6.17(a) or
Section 6.17(d), the Company shall make a payment to Parent in the amount equal
to such insufficient amount.

3.5. ANTIDILUTION ADJUSTMENTS. If, between the date of this Agreement and
the Contribution Closing, CSC or Parent issues from time to time any Shares or
shares of Parent Common Stock other than in full or partial satisfaction of the
obligations ("ISSUE EXCEPTIONS") that are described on Schedule 3.5 then, upon
any such issue, the number of Parent Class A Shares comprising the Stock
Consideration shall be adjusted (to be either increased or decreased) in
accordance with the following formula:

where:

<TABLE>
<S> <C> <C>
X' = the adjusted aggregate number of Parent Class A Shares comprising the Stock
Consideration immediately following such issue (rounded to the nearest whole
share);

O = the number of Shares or shares of Parent Common Stock outstanding immediately
prior to such issue;
</TABLE>

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<PAGE>
<TABLE>
<S> <C> <C>
I = the aggregate number of Shares or shares of Parent Common Stock to be issued in
such issue;

C = initially $116, and following any antidilution adjustment the C' from the
immediately preceding antidilution calculation;

P = the price per Share of the Shares or shares of Parent Common Stock to be issued
in such issue calculated by reference, as the case may be, to (i) the aggregate
amount of the principal of, interest on, fees and any other amount in respect
of the indebtedness that is paid, redeemed or satisfied in such issue or (ii)
the aggregate amount of the liquidation value of, dividends on, and any other
amount in respect of the Preferred Shares that is paid, redeemed or satisfied
in such issue; and
C' = V+V';
O + I

V = C x O; and

V' = P x I.
</TABLE>

3.6. FAILURE TO RECEIVE THIRD PARTY CONSENTS. Notwithstanding anything to
the contrary in this Agreement, this Agreement shall not constitute an agreement
to assign or transfer any approval, instrument or Contract, or any claim, right
or benefit arising thereunder or arising therefrom, if an assignment or transfer
or an attempt to make such an assignment or transfer without the consent of a
third party would be void or constitute a breach or violation thereof or affect
adversely any of the rights or obligations of Parent thereunder; and any
transfer or assignment to Parent of any interest under any such approval,
instrument or Contract that requires the consent of a third party shall be made
subject to such consent or approval being obtained. In the event that any such
consent or approval is not obtained on or prior to the Closing Date, the Company
(i) shall use its commercially reasonable efforts to obtain any such consent or
approval after the Closing Date until such time as such consent or approval has
been obtained and (ii) shall cooperate with Parent in any lawful arrangement
designed to provide Parent or its Subsidiaries, as the case may be, with the
full economic benefits under any such approval, instrument or Contract,
including performance by the Company or its Affiliates, as the case may be, as
an agent, or in a similar role, for Parent or its Subsidiaries, as the case may
be, PROVIDED that Parent shall undertake to pay or satisfy (or cause the payment
or satisfaction of) the corresponding liabilities for the enjoyment or such
benefit only to the extent Parent would have been responsible therefor hereunder
if such consent or approval had been obtained prior to the Closing Date. No
party hereto shall be required to pay any material payments, agree to any
material restrictions on its or any of its affiliates' business or commence or
pursue any litigation in order to comply with this Section 3.6. Nothing in this
Section 3.6 shall be deemed a waiver or modification by Parent of its right to
receive an effective assignment and transfer of all of the Acquired Assets, nor
shall this Section 3.6 be deemed to constitute an agreement to exclude from the
Acquired Assets any approvals, instruments or Contributed Contracts described in
this Section or to require the obtaining of any consent or approval not
otherwise required to be obtained under the terms of this Agreement.

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ARTICLE IV
EFFECT OF THE MERGER ON CAPITAL STOCK

4.1. EFFECT ON CAPITAL STOCK. At the Effective Time, as a result of the
Merger and without any action on the part of the holder of any capital stock of
CSC, Parent or Merger Sub:

(a) MERGER CONSIDERATION. Each share of the Class A Common Stock, par
value $.01 per share ("CSC CLASS A SHARES"), of CSC and each share of Class
B Common Stock, par value $.01 per share ("CSC CLASS B SHARES"), of CSC
(each, a "SHARE" and, collectively, the "SHARES") issued and outstanding
immediately prior to the Effective Time (other than Shares owned by CSC,
Parent, Merger Sub or any other direct or indirect subsidiary of CSC
(collectively, the "PARENT COMPANIES"), excluding in each case those Shares
held on behalf of third parties (collectively, the "EXCLUDED SHARES")) shall
be converted into and become exchangeable for (the "MERGER CONSIDERATION")
one Parent Class A Share (in the case of CSC Class A Shares) or one share of
Class B Common Stock, par value $.01 per share (a "PARENT CLASS B SHARE"),
of Parent (in the case of CSC Class B Shares) (the Parent Class A Shares and
the Parent Class B Shares are together referred to herein as the "PARENT
COMMON STOCK"). At the Effective Time, all Shares shall no longer be
outstanding and shall be canceled and retired and shall cease to exist, and
each certificate (a "CERTIFICATE") formerly representing any of such Shares
(other than Excluded Shares) shall thereafter be deemed for all purposes to
represent the number of shares of Parent Common Stock into which such Shares
were converted pursuant to this Section 4.1.

(b) CANCELLATION OF SHARES AND PARENT COMMON STOCK. Each Share issued
and outstanding immediately prior to the Effective Time and owned by any of
the Parent Companies (other than Shares that are in each case owned on
behalf of third parties) and each share of Parent Common Stock owned by any
of the Parent Companies shall, by virtue of the Merger and without any
action on the part of the holder thereof, cease to be outstanding, shall be
canceled and retired without payment of any consideration therefor and shall
cease to exist.

(c) MERGER SUB. At the Effective Time, each share of Common Stock, par
value $.01 per share, of Merger Sub issued and outstanding immediately prior
to the Effective Time shall be converted into one share of common stock of
the Surviving Corporation.

(d) PREFERRED STOCK. Each share of Series C Cumulative Preferred
Stock, par value $.01 per share, Series D Cumulative Preferred Stock, par
value $.01 per share, 11 3/4% Series H Redeemable Exchangeable Preferred
Stock, par value $.01 per share, 8 1/2% Series I Cumulative Convertible
Exchangeable Preferred Stock, par value $.01 per share, and 11 1/8% Series M
Redeemable Exchangeable Preferred Stock, par value $.01 per share, of CSC
(collectively, the "PREFERRED SHARES") issued and outstanding at the
Effective Time shall remain outstanding and shall be entitled to the same
dividend and other relative rights, preferences, limitations and
restrictions as provided by the amended and restated certificate of
incorporation of CSC, as amended.

4.2. TRANSFERS. After the Effective Time, if Certificates are presented to
the Surviving Corporation or to Parent they shall be canceled and exchanged for
certificates representing the Merger Consideration into which the Shares
formerly represented by such Certificate were converted pursuant to Section 4.1.

4.3. DISSENTERS' RIGHTS. In accordance with Section 262 of the DGCL, no
appraisal rights shall be available to holders of Shares or Preferred Shares in
connection with the Merger.

4.4. ADJUSTMENTS TO PREVENT DILUTION. In the event that CSC changes the
number of Shares or securities convertible or exchangeable into or exercisable
for Shares, or Parent changes the number of shares of Parent Common Stock or
securities convertible or exchangeable into or exercisable for shares of Parent
Common Stock, issued and outstanding prior to the Effective Time as a result of
a reclassification, stock split (including a reverse split), stock dividend or
stock distribution, recapitalization, subdivision,

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issuer tender or exchange offer, or other similar transaction, the Merger
Consideration and the Stock Consideration shall be equitably adjusted taking
into account, in the case of the Stock Consideration, any adjustment made
pursuant to Section 3.5.

ARTICLE V
REPRESENTATIONS AND WARRANTIES

5.1. REPRESENTATIONS AND WARRANTIES OF THE COMPANY. Except as set forth in
the corresponding sections or subsections of the disclosure letter delivered to
Parent by the Company on or prior to entering into this Agreement (the "COMPANY
DISCLOSURE LETTER"), the Company hereby represents and warrants to CSC, Parent
and Merger Sub that:

(a) ORGANIZATION, GOOD STANDING AND QUALIFICATION. Each of the Contributed
Entities, the Contributed System Entities and the Company is a corporation duly
organized, validly existing and in good standing under the laws of its
respective jurisdiction of organization and has all requisite corporate power
and authority to own and operate its properties and assets and to carry on its
business as presently conducted and is qualified to do business and is in good
standing as a foreign corporation in each jurisdiction where the ownership or
operation of its properties or conduct of its business requires such
qualification, except where the failure to be so qualified or in good standing,
when taken together with all other such failures, is not reasonably likely to
have a Contributed Systems Material Adverse Effect. The Company has made
available to Parent a complete and correct copy of the Company's and the
Contributed Entities' respective certificates of incorporation and by-laws or
comparable governing instruments, each as amended to date. The Company's and the
Contributed Entities' respective certificates of incorporation and by-laws or
comparable governing instruments so delivered are in full force and effect. TCI
owns directly all of the outstanding Common Stock of the Company, and the
Company is TCI's principal cable property holding company. Section 5.1(a) of the
Company Disclosure Letter contains a correct and complete list of each
jurisdiction where each of the Contributed Subsidiaries is and each of the
Contributed System Entities is or, if Future Contributed System Entities, will
be as of the Contribution Closing organized and qualified to do business.

As used in this Agreement, the term (i) "SUBSIDIARY" means, with respect
to the Company, any Contributed Entity, CSC, Parent or Merger Sub, as the
case may be, any entity, whether incorporated or unincorporated, of which at
least a majority of the securities or ownership interests having by their
terms ordinary voting power to elect a majority of the board of directors or
other persons performing similar functions is directly or indirectly owned
or controlled by such party or by one or more of its respective Subsidiaries
or by such party and any one or more of its respective Subsidiaries (it
being agreed that until the Effective Time, Parent shall be deemed a
Subsidiary of CSC for all purposes hereunder) and (ii) "CONTRIBUTED SYSTEMS
MATERIAL ADVERSE EFFECT" means a material adverse effect on the financial
condition, properties, business or results of operations of all of the
Contributed Systems, taken as a whole, excluding any such effects
proximately caused by CSC or Parent or any of their respective Subsidiaries.

(b) CAPITAL STRUCTURE; ACQUIRED ASSETS; INDEBTEDNESS. (i) The authorized
and outstanding capital stock of each Contributed Entity is set forth in Section
5.1(b) of the Company Disclosure Letter. All of the outstanding shares of
capital stock in each of the Contributed Entities have been duly authorized and
are validly issued, fully paid and nonassessable and are owned beneficially and
of record by a direct or indirect Subsidiary of the Company, free and clear of
any Lien. Except as required to consummate the Company Restructuring, there are
no preemptive or other outstanding rights, options, warrants, conversion rights,
stock appreciation rights, redemption rights, repurchase rights, agreements,
arrangements or commitments to issue or sell any shares of capital stock or
other securities of the Contributed Entities or any securities or obligations
convertible or exchangeable into or exercisable for, or giving any Person a
right to subscribe for or acquire, any securities of the Contributed Entities,
and no securities or obligations evidencing such

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rights are authorized, issued or outstanding. No Contributed Entity has any
shares of capital stock reserved for issuance. No Contributed Entity has
outstanding any bonds, debentures, notes or other obligations the holders of
which have the right to vote (or to convert into or be exercised or exchanged
for securities having the right to vote) ("VOTING DEBT") with the stockholders
of any Contributed Entity on any matter. There are no voting trusts, proxies, or
other commitments or understandings, restrictions or arrangements of any kind in
favor of any Person with respect to the voting of, or the right to participate
in dividends or other earnings on, any securities or other ownership interests
of any Contributed Entity. Each of the Contributed System Entities is or, if a
Future Contributed System Entity, will be as of the Contribution Closing a
Subsidiary of the Company. All of the Asset Contributed Systems are owned and
operated within, and all of the Acquired Assets and Assumed Liabilities are
contained within, the Contributed System Entities.

(ii) The Acquired Assets, taken as a whole, constitute and will
constitute all the properties, assets, privileges, rights, and interests of
the Company and its Subsidiaries relating to, used in or held for use in
connection with or otherwise required to carry on the business of the Asset
Contributed Systems as of the date hereof and as of immediately after the
Contribution Closing, except to the extent that Excluded Assets may relate
to, be used in or held for use in connection with or otherwise be required
to carry on such business.

(iii) Section 5.1(b) of the Company Disclosure Letter, which shall be
supplemented on the third business day before the Closing Date in accordance
with Section 6.17(e), sets forth all of the outstanding Indebtedness of each
of the Contributed System Entities (including the Future Contributed System
Entities as of the Contribution Closing) and each of the Contributed
Entities, the maturity thereof and the interest rate thereon, except for the
Assumed Company Debt, which is set forth to the best approximation by the
Company as of the date hereof and shall be set forth in exact amounts on the
third business day prior to the Closing Date. As used in this Agreement, the
term "INDEBTEDNESS" means, without duplication, any liability, whether or
not contingent, (i) in respect of borrowed money or evidenced by bonds,
notes, debentures or similar instruments or letters of credit (or
reimbursement agreements in respect thereto), but excluding reimbursement
obligations under any surety bond and reimbursement obligations and letters
of credit and other forms of surety for cable franchises and other operating
agreements, (ii) representing the balance deferred and unpaid of the
purchase price of any property, except any such balance that constitutes a
trade payable arising in the ordinary course of business, (iii) 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 GAAP,
and the amount of such obligation constituting Indebtedness shall be the
amount so required to be accounted for as a liability, (iv) under any other
agreement related to the fixing or exchanging of interest rates on any
Indebtedness described above, such as an interest swap, cap or collar
agreement, or (v) guarantees of items of other Persons which would be
included within this definition of Indebtedness for such other Persons
(whether or not the guarantee would appear on a balance sheet of such other
Person). The aggregate amount of liabilities, whether or not contingent, in
respect of reimbursement obligations and letters of credit and other forms
of surety for cable franchises and other operating agreements, excluding
reimbursement obligations under any surety bonds (collectively, the "SURETY
LIABILITIES") does not exceed $10,000,000.

(c) CORPORATE AUTHORITY; APPROVAL. (i) Each of the Company and TCI has
(and as of the Contribution Closing each Contributed System Entity will
have) all requisite corporate power and authority and has taken (or, in the
case of the Contributed System Entities, as of the Contribution Closing will
have taken) all corporate action necessary in order to execute, deliver and
perform its obligations under this Agreement and to consummate the
Contribution (it being understood that, for the purposes of this Agreement,
consummation of the Contribution shall include consummation of the
transactions contemplated by the Company Restructuring). This Agreement is a
valid and binding

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agreement of the Company and TCI enforceable against each of them in
accordance with its terms, subject to bankruptcy, insolvency, fraudulent
transfer, reorganization, moratorium and similar laws of general
applicability relating to or affecting creditors' rights and to general
equity principles (the "BANKRUPTCY AND EQUITY EXCEPTION").

(ii) The board of directors of each of the Company and TCI has approved
this Agreement and the Contribution. No approval of the stockholders of the
Company or of TCI is required for the effectiveness, validity or
enforceability of this Agreement or the transactions contemplated hereby.

(d) GOVERNMENTAL FILINGS; NO VIOLATIONS. (i) Other than the filings and/or
notices under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as
amended (the "HSR ACT"), and except as set forth in Section 5.1(d) of the
Company Disclosure Letter, no notices, reports or other filings are required to
be made by the Company or any of its Subsidiaries with, nor are any consents,
registrations, approvals, permits or authorizations required to be obtained by
the Company or any of its Subsidiaries from, any governmental, regulatory or
self-regulatory (including a sports league) authority, agency, commission, body
or other governmental entity ("GOVERNMENTAL ENTITY"), in connection with the
execution and delivery of this Agreement by the Company and the consummation by
the Company of the Contribution and the performance of its other obligations
hereunder, except those that the failure to make or obtain are not, individually
or in the aggregate, reasonably likely to have a Contributed Systems Material
Adverse Effect or prevent, materially delay or materially impair the ability of
the Company to consummate the Contribution and the other transactions
contemplated by this Agreement.

(ii) The execution, delivery and performance of this Agreement by the
Company do not, and the consummation by the Company of the Contribution and the
performance of its other obligations hereunder will not, constitute or result in
(A) a breach or violation of, or a default under, the respective certificates of
incorporation or by-laws of the Contributed System Entities, the Contributed
Entities or the Company or the comparable governing instruments of any of the
Contributed System Entities or any of the Contributed Entities, (B) a breach of
or violation of or a default under, or the acceleration of any obligations of or
the creation of a Lien on the assets of the Contributed Entities, the Company or
any of its Subsidiaries (with or without notice, lapse of time or both) pursuant
to, any agreement, lease, license, franchise, permit, concession, contract,
note, mortgage, indenture, arrangement or other obligation ("CONTRACTS") binding
upon the Contributed Entities, the Company or any of its Subsidiaries or any Law
or governmental or non-governmental permit or license to which the Contributed
Entities, the Company or any of its Subsidiaries is subject or (C) any change in
the rights or obligations of any party under any of the Contracts, except, in
the case of clause (B) or (C) above, for any breach, violation, default,
acceleration, creation or change that, individually or in the aggregate, is not
reasonably likely to have a Contributed Systems Material Adverse Effect or
prevent, materially delay or materially impair the ability of the Company to
consummate the transactions contemplated by this Agreement. Section 5.1(d) of
the Company Disclosure Letter sets forth a correct and complete list of
Contracts of the Contributed Entities, the Company and its Subsidiaries pursuant
to which consents or waivers are or may be required prior to consummation of the
Contribution and the other transactions contemplated by this Agreement (whether
or not subject to the material adverse effect or materiality exception set forth
with respect to clauses (B) and (C) above), other than any such Contract (x) the
amount that could be paid or received thereunder after the Audit Date does not
exceed $100,000 per annum and $250,000 in the aggregate or (y) that is
terminable by any of the Contributed System Entities or by any of the
Contributed Entities without penalty on less than 60 days' notice.

(e) FINANCIAL STATEMENTS. The Company has delivered to Parent and CSC
complete and correct copies of each of the financial statements listed in
Section 5.1(e) of the Company Disclosure Letter (the "FINANCIAL STATEMENTS").
The Financial Statements fairly present, in all material respects, the financial
position of each of the Contributed Systems as of the respective date indicated
and the financial position and results of operations, as the case may be, of
each of the Contributed Systems for the periods set forth therein, in each case
in accordance with GAAP consistently applied during the periods involved, except
for

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the omission of statements of retained earnings, changes in cash flows and
financial positions and except for the omission of notes and normal year-end
adjustments. The Proxy Financial Statements (including the related notes and
schedules) to be delivered to CSC by the Company will fairly present, in all
material respects, the consolidated financial position of the Contributed
Systems as of the respective dates indicated and the consolidated financial
position and results of operations, retained earnings, changes in financial
position and cash flows, as the case may be, of the Contributed Systems for the
periods set forth therein (subject, in the case of unaudited statements) to
notes and normal year-end audit adjustments that will not individually or in the
aggregate be material in amount or effect, in each case in accordance with GAAP
consistently applied during the periods involved, except as may be noted
therein. The financial positions and results of operations reflected in the
Proxy Financial Statements, when delivered, will not differ in any material
respect from that reflected in the Financial Statements for the same periods
involved (other than any purchase accounting adjustments and accruals for Taxes
which were not reflected in the Financial Statements).

(f) ABSENCE OF CERTAIN CHANGES. Since March 31, 1997 (the "AUDIT DATE"):
(i) the Company, the Contributed System Entities and the Contributed Entities
have conducted their respective businesses relating to the Contributed Systems
only in, and have not engaged in any material transaction other than according
to, the ordinary and usual course of such businesses; and (ii) there has not
been (I) any change in the financial condition, properties, business or results
of operations of any of the Contributed Entities or the Contributed Systems or
any event or development or combination of events or developments that,
individually or in the aggregate, has had or is reasonably likely to have a
Contributed Systems Material Adverse Effect (it being acknowledged and agreed
that, for the purposes of this Agreement, knowledge or awareness of the Company
shall include the knowledge or awareness of the Company, of the Contributed
Entities and of any of the Contributed System Entities); PROVIDED, HOWEVER, that
any such effect resulting from any change (x) in law, rule, or regulation or
generally accepted accounting principles or interpretations thereof that applies
to both CSC and the Contributed Systems or (y) in economic or business
conditions generally or in the cable industry specifically shall not be
considered when determining if a Contributed Systems Material Adverse Effect has
occurred; (II) any material damage, destruction or other casualty loss with
respect to any material asset or property owned, leased or otherwise used by the
Company or any of its Subsidiaries with respect to the Contributed Systems,
whether or not covered by insurance; (III) except as required to consummate the
Company Restructuring, any declaration, setting aside or payment of any dividend
or other distribution in respect of the capital stock of any of the Contributed
System Entities or any of the Contributed Entities, except for cash dividends
(excluding any dividend of any Fibertech Cash) or other dividends or
distributions on its capital stock set forth in Section 5.1(f) of the Company
Disclosure Letter; or (IV) any change in accounting principles, practices or
methods used by the Contributed Entities or used with respect to the Contributed
Systems. Since the Audit Date, there has not been any material increase in the
compensation payable or that could become payable by the Contributed Entities or
the Contributed System Entities to officers or key employees of the Contributed
Systems other than periodic or merit increases consistent with past practice or
bonus payments that will not be the responsibility of or require any payment by
Parent or any of its Subsidiaries (including, after the Contribution Closing,
the Contributed Entities) or any amendment of any of the Compensation and
Benefit Plans or the adoption of any new benefit plan or arrangement.

(g) LITIGATION AND LIABILITIES. Except as set forth in Section 5.1(g)
of the Company Disclosure Letter, there are no (i) civil, criminal or
administrative actions, suits, claims, hearings, investigations or
proceedings pending or, to the knowledge of the Company, threatened against
any of the Contributed Entities or Contributed System Entities or against
any of their respective "AFFILIATES" (as defined in Rule 12b-2 under the
Exchange Act) relating directly or indirectly to any of the Contributed
Entities or the Contributed Systems or their respective businesses or (ii)
obligations or liabilities, whether or not accrued, contingent or otherwise
and whether or not required to be disclosed, including those relating to
matters involving any Environmental Law, or any other facts or circumstances
of which the Company has knowledge that could result in any claims against,
or obligations or

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liabilities of any of the Contributed Entities or Contributed Systems
except, in the case of either clause (i) or (ii) above, for those that are
not, individually or in the aggregate, reasonably likely to have a
Contributed Systems Material Adverse Effect or prevent or materially burden
or materially impair the ability of the Company to consummate the
Contribution and the other transactions contemplated by this Agreement.

(h) EMPLOYEE BENEFITS. (i) A copy of each bonus, deferred
compensation, pension, retirement, profit-sharing, thrift, savings, employee
stock ownership, stock bonus, stock purchase, restricted stock, stock
option, employment, termination, severance, compensation, medical, health or
other plan, agreement, policy or arrangement that covers current or former
employees or directors of the Contributed Entities or of the Company or its
Subsidiaries relating to the Contributed Systems and is in effect on the
date hereof, other than "multiemployer plans" within the meaning of Section
3(37) of the Employee Retirement Income Security Act of 1974, as amended
("ERISA") (such plans, agreements, policies and arrangements, the
"COMPENSATION AND BENEFIT PLANS"), and any trust agreement or insurance
contract forming a part of such Compensation and Benefit Plans has been made
available to Parent prior to the date hereof. The Compensation and Benefit
Plans are listed in Section 5.1(h) of the Company Disclosure Letter and any
"change of control" or similar provisions therein are specifically
identified in Section 5.1(h) of the Company Disclosure Letter to the extent
that there would be any liability to or payment required by Parent or any of
its Subsidiaries (including after the Contribution Closing, the Contributed
Entities) thereunder.

(ii) All Compensation and Benefit Plans are in substantial compliance
with all applicable Laws, including the Code and ERISA. Each Compensation
and Benefit Plan that is an "employee pension benefit plan" within the
meaning of Section 3(2) of ERISA (a "PENSION PLAN") and that is intended to
be qualified under Section 401(a) of the Code has received a favorable
determination letter from the Internal Revenue Service (the "IRS") with
respect to "TRA" (as defined in Section 1 of Rev. Proc. 93-39), and the
Company is not aware of any circumstances likely to result in revocation of
any such favorable determination letter. There is no pending or, to the
knowledge of the Company, threatened material litigation relating to the
Compensation and Benefit Plans. Neither the Company nor any of its
Subsidiaries has engaged in a transaction with respect to any Compensation
and Benefit Plan that, assuming the taxable period of such transaction
expired as of the date hereof, would subject any of the Contributed Entities
to or otherwise cause the Contributed Systems to incur a material tax or
penalty imposed by either Section 4975 of the Code or Section 502 of ERISA.

(iii) As of the date hereof, no liability under Subtitle C or D of Title
IV of ERISA has been or is expected to be incurred by any of the Contributed
Entities or of the Contributed Systems with respect to any ongoing, frozen
or terminated "single-employer plan", within the meaning of Section
4001(a)(15) of ERISA, currently or formerly maintained by any of them, or
the single-employer plan of any entity which is considered one employer with
the Company under Section 4001 of ERISA or Section 414 of the Code (an
"ERISA AFFILIATE"). The Contributed Entities and, with respect to the
Contributed Systems, the Contributed System Entities have not incurred and
do not expect to incur any withdrawal liability with respect to a
multiemployer plan under Subtitle E to Title IV of ERISA. No notice of a
"reportable event", within the meaning of Section 4043 of ERISA for which
the 30-day reporting requirement has not been waived, has been required to
be filed for any Pension Plan or by any ERISA Affiliate of the Contributed
Entities or, with respect to the Contributed Systems, the Contributed System
Entities within the 12-month period ending on the date hereof or will be
required to be filed in connection with the transactions contemplated by
this Agreement.

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(iv) All contributions required to be made under the terms of any
Compensation and Benefit Plan as of the date hereof have been timely made or
have been reflected on the most recent Financial Statements. Neither any
Pension Plan nor any single-employer plan of an ERISA Affiliate of the
Contributed Entities or, with respect to the Contributed Systems, the
Contributed System Entities or the Company or its Subsidiaries has an
"accumulated funding deficiency" (whether or not waived) within the meaning
of Section 412 of the Code or Section 302 of ERISA. None of the Contributed
Entities or, with respect to the Contributed Systems, the Contributed System
Entities has provided, or is required to provide, security to any Pension
Plan or to any single-employer plan of an ERISA Affiliate of the Contributed
Entities or, with respect to the Contributed Systems, the Contributed System
Entities pursuant to Section 401(a)(29) of the Code.

(v) Under each Pension Plan which is a single-employer plan, as of the
last day of the most recent plan year ended prior to the date hereof, the
actuarially determined present value of all "benefit liabilities", within
the meaning of Section 4001(a)(16) of ERISA (as determined on the basis of
the actuarial assumptions contained in the Pension Plan's most recent
actuarial valuation), did not exceed the then current value of the assets of
such Pension Plan, and there has been no material change in the financial
condition of such Pension Plan since the last day of the most recent plan
year. The withdrawal liability of the Contributed Entities or, with respect
to the Contributed Systems, the Contributed System Entities under each
Compensation and Benefit Plan that is a multiemployer plan, determined as if
a "complete withdrawal" within the meaning of Section 4203 of ERISA had
occurred as of the date hereof, does not exceed $100,000.

(vi) None of the Contributed Entities or, with respect to the
Contributed Systems, the Contributed System Entities has any obligations for
retiree health and life benefits under any Compensation and Benefit Plan,
except as set forth in the Company Disclosure Letter. The Contributed
Entities and, with respect to the Contributed Systems, the Contributed
System Entities may amend or terminate any such plan under the terms of such
plan at any time without incurring any material liability thereunder.

(vii) Except as expressly contemplated by Section 6.11(c), the
consummation of the Contribution and the other transactions contemplated by
this Agreement will not (x) entitle any current or former employees or
directors ("EMPLOYEES") of the Contributed Entities or, with respect to the
Contributed Systems, the Contributed System Entities to severance pay, (y)
accelerate the time of payment or vesting or trigger any payment of
compensation or benefits under, increase the amount payable or trigger any
other material obligation pursuant to, any of the Compensation and Benefit
Plans or (z) result, in any material respect, in any breach or violation of,
or a default under, any of the Compensation and Benefit Plans.

(i) COMPLIANCE WITH LAWS; PERMITS. The businesses of each of the
Contributed Systems Entities and the Contributed Entities have not been, and
are not being, conducted in violation of any federal, state, local or
foreign law, statute, ordinance, rule, regulation, judgment, order,
injunction, decree, arbitration award, agency requirement, franchise,
license or permit of any Governmental Entity (collectively, "LAWS"), except
for violations or possible violations that, individually or in the
aggregate, are not reasonably likely to have a Contributed Systems Material
Adverse Effect or prevent or materially burden or materially impair the
ability of the Company to consummate the Contribution and the other
transactions contemplated by this Agreement. No investigation or review by
any Governmental Entity with respect to any of the Contributed Entities or
the Contributed Systems is pending or, to the knowledge of the Company,
threatened, nor has any Governmental Entity indicated an intention to
conduct such investigation or review except any investigations or reviews
that are not, individually or in the aggregate, reasonably likely to have a
Contributed Systems Material Adverse Effect or prevent or materially burden
or materially impair the ability of the Company to consummate the
Contribution and the other transactions contemplated by this Agreement. To
the knowledge of the Company, no material change is required in any of the
Contributed Systems' processes, properties or

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procedures in connection with any such Laws, and none of the Company, the
Contributed Entities or the Contributed Systems has received any notice or
communication of any noncompliance with any such Laws that has not been
cured as of the date hereof except for such noncompliance that is not,
individually or in the aggregate, reasonably likely to have a Contributed
Systems Material Adverse Effect or prevent or materially burden or
materially impair the ability of the Company to consummate the Contribution
and the other transactions contemplated by this Agreement. Each of the
Contributed Entities and the Contributed Systems has all permits, licenses,
franchises, variances, exemptions, orders and other governmental
authorizations, consents and approvals necessary to conduct the businesses
of its respective Contributed Systems as presently conducted, except those
the absence of which are not, individually or in the aggregate, reasonably
likely to have a Contributed Systems Material Adverse Effect or prevent or
materially burden or materially impair the ability of the Company to
consummate the Contribution and the other transactions contemplated by this
Agreement.

(j) ENVIRONMENTAL MATTERS. Except as set forth in Section 5.1(j) of
the Company Disclosure Letter, and for such matters that, individually or in
the aggregate, are not reasonably likely to have a Contributed Systems
Material Adverse Effect: (i) all of the Contributed System Entities with
respect to the Asset Contributed Systems and the Contributed Entities have
complied at all times with all applicable Environmental Laws; (ii) the
properties currently owned or operated by any of the Contributed System
Entities with respect to the Asset Contributed Systems or the Contributed
Entities (including soils, groundwater, surface water, buildings or other
structures) are not contaminated with any Hazardous Substances; (iii) the
properties formerly owned or operated by any of the Contributed System
Entities with respect to the Asset Contributed Systems or the Contributed
Entities were not contaminated with Hazardous Substances during the period
of ownership or operation by any of the Contributed System Entities with
respect to the Asset Contributed Systems or the Contributed Entities; (iv)
none of the Contributed System Entities with respect to the Asset
Contributed Systems or the Contributed Entities is or has been subject to
liability for any Hazardous Substance disposal or contamination on any third
party property; (v) none of the Contributed System Entities with respect to
the Asset Contributed Systems or the Contributed Entities has been
associated with any release or threat of release of any Hazardous Substance;
(vi) none of the Company or any of its Subsidiaries has received any notice,
demand, letter, claim or request for information indicating that any of the
Contributed System Entities with respect to the Asset Contributed Systems or
the Contributed Entities may be in violation of or liable under any
Environmental Law; (vii) none of the Contributed System Entities with
respect to the Asset Contributed Systems or the Contributed Entities is or
has been subject to any orders, decrees, injunctions or other arrangements
with any Governmental Entity, or is subject to any indemnity or other
agreement with any third party, regarding compliance or liability under any
Environmental Law or relating to Hazardous Substances; (viii) there are no
circumstances or conditions involving any of the Contributed System Entities
with respect to the Asset Contributed Systems or the Contributed Entities
that could reasonably be expected to result in any claims, liability,
investigations, costs or restrictions on the ownership, use, or transfer of
any property of any of the Contributed System Entities with respect to the
Asset Contributed Systems or the Contributed Entities pursuant to any
Environmental Law; (ix) none of the properties of any of the Contributed
System Entities with respect to the Asset Contributed Systems or the
Contributed Entities contain or has contained any underground storage tanks
or any Hazardous Substances; (x) none of the Contributed System Entities
with respect to the Asset Contributed Systems or the Contributed Entities
has engaged in any activities involving the generation, use, handling or
disposal of any Hazardous Substances; and (xi) the Company has delivered to
Parent copies of all environmental reports, studies, sampling data, permits,
government filings and other environmental information in its possession or
reasonably available to it relating to any of the Contributed System
Entities with respect to the Asset Contributed Systems or any of the
Contributed Entities current or former properties or operations; and (xii)
the indemnity with respect to environmental matters at the Mamaroneck, New
York site referred to in Section 5.1(j) of the Company

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Disclosure Letter is in favor of a Contributed Entity and will not be
affected by the Contribution Closing.

As used herein: the term "ENVIRONMENTAL LAW" means the Comprehensive
Environmental Response Compensation and Liability Act, the Resource
Conservation and Recovery Act, the Clean Air Act, the Clean Water Act and
the Occupational Safety and Health Act, in each case, as amended, and any
other federal, state, local or foreign law, statute, ordinance, regulation,
judgment, common law, order, decree, arbitration award, agency requirement,
license, permit, authorization or opinion, relating to: (A) the protection,
investigation or restoration of the environment, health and safety, or
natural resources, (B) the handling, use, presence, disposal, release or
threatened release of any Hazardous Substance or (C) noise, odor, wetlands,
pollution, contamination or any injury or threat of injury to persons or
property; and the term "HAZARDOUS SUBSTANCE" means any substance in any
concentration that is: (A) listed, classified or regulated pursuant to any
Environmental Law; (B) any petroleum product or by-product,
asbestos-containing material, lead-containing paint or plumbing,
polychlorinated biphenyls, radioactive materials or radon; or (C) any other
substance which may be the subject of regulatory action by any Government
Authority pursuant to any Environmental Law.

(k) TAX MATTERS. As of the date hereof, neither the Company nor any of
its Affiliates has taken or agreed to take any action, nor do the officers
of the Company have any knowledge of any fact or circumstance, that would
prevent the Merger or the Contribution from qualifying as an exchange
governed by Section 351 of the Code.

(l) TAXES. (i) (A) Except as set forth in Section 5.1(l) of the
Company Disclosure Letter, all Company Tax Returns that are required to be
filed by or with respect to the Company's Group, including the Contributed
Entities, have been duly and timely filed (taking into account an extension
of time within which to file) and all such filed Company Tax Returns are
accurate and complete in all material respects; and (B) all Company Taxes
(as defined below) shown to be due on the Company Tax Returns referred to in
clause (A) have been paid in full, and all Company Taxes required to be
withheld from amounts owing to any employee, creditor or third party have
been withheld, except in each case with respect to matters contested in good
faith.

(ii) None of the Contributed Entities, CSC, Parent or any Affiliate of
CSC will be required to make or fund any payment to an individual that would
be a "parachute payment" to a "disqualified individual" (as those terms are
defined in Section 280G of the Code without regard to whether such payment
is reasonable compensation for personal services performed or to be
performed in the future) as a result of the Contribution.

(iii) Except as set forth in Section 5.1(l) of the Company Disclosure
Letter, none of the Contributed Entities or the Asset Contributed Systems is
a party to or bound by, or has any obligation under, any tax sharing or
similar Contract.

(iv) As used in this Agreement: (A) "COMPANY'S GROUP" shall mean any
"affiliated group" (as defined in Section 1504(a) of the Code without regard
to the limitations contained in Section 1504(b) of the Code) that includes
the Company or any predecessor of or successor to the Company (or another
such predecessor or successor); (B) the term "TAX" (including, with
correlative meaning, the terms "TAXES", and "TAXABLE") includes all federal,
state, local and foreign income, profits, franchise, gross receipts,
environmental, customs duty, capital stock, severances, stamp, payroll,
sales, employment, unemployment, disability, use, property, withholding,
excise, production, value added, occupancy and other taxes, duties or
assessments of any nature whatsoever, together with all interest, penalties
and additions imposed with respect to such amounts and any interest in
respect of such penalties and additions; (C) the term "COMPANY TAX" means
any Tax imposed on the income, properties or operations of any Contributed
Entity or Contributed System Entity with respect to the Asset Contributed
Systems (or predecessor entity) or any other member of the Company's Group;
and (D) the term "COMPANY TAX RETURN" includes all returns and reports
(including elections,

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<PAGE>
declarations, disclosures, schedules, estimates and information returns)
required to be supplied to a Governmental Entity relating to Taxes.

(m) LABOR MATTERS. Except as set forth in Section 5.1(m) of the
Company Disclosure Letter: (i) The business of each of the Contributed
Systems and of each of the Contributed Entities is operating and has been
operated in compliance with all Laws respecting employment and employment
practices, terms and conditions of employment and wages and hours
(including, without limitation, where applicable, the Immigration Reform and
Control Act ("IRCA"), the Worker Adjustment and Retraining Notification Act
of 1988 ("WARN"), any such applicable Laws respecting employment
discrimination, equal opportunity, affirmative action, employee privacy,
wrongful or unlawful termination, workers' compensation, occupational safety
and health requirements, labor-management relations and unemployment
insurance) of any Governmental Entity, except where the same, individually
or in the aggregate, is not reasonably likely to have a Contributed Systems
Material Adverse Effect or prevent or materially burden or materially impair
the ability of the Company to consummate the Contribution and the other
transactions contemplated hereby, and none of the Contributed Systems or
Contributed Entities is engaging in any unfair labor practice.

(ii) There is no labor strike, dispute, walkout, work stoppage,
slow-down or lockout pending or, to the knowledge of the Company, threatened
with respect to any of the Contributed Entities or Contributed Systems, and
none of the Contributed Systems or Contributed Entities is experiencing any
work stoppage or, to the knowledge of the Company, any other labor
difficulty or dispute or any union organizing effort by or respecting the
Employees.

(iii) None of the Contributed Systems or Contributed Entities is
materially delinquent in material payments to any Employees for any wages,
salaries, commissions, bonuses, workers' compensation or other compensation
for any services performed by them or amounts required to be reimbursed to
such Employees.

(iv) None of the Contributed Systems or Contributed Entities is a party
to or otherwise bound by any Contract with any labor union or association
representing any Employee, or is in negotiations with respect to any such
Contract.

(v) None of the Contributed Systems or Contributed Entities has
instituted any mass layoffs, as defined for the purposes of WARN, or given
any notice of any contemplated mass layoff.

(n) CONTRACTS. None of the Contributed Entities, or the Contributed
System Entities with respect to the Asset Contributed Systems nor, to the
knowledge of the Company, any other party to any Contributed Contracts or
Contracts to which any of the Contributed Entities is bound or is a party is
(or, with notice or lapse of time or both, could be) in material breach or
default thereof which breaches or defaults, individually or in the
aggregate, are reasonably likely to have a Contributed Systems Material
Adverse Effect or prevent or materially burden or materially impair the
ability of the Company to consummate the Contribution and the other
transactions contemplated by this Agreement. As of the Contribution Closing,
other than as specifically approved in writing by CSC prior to the
Contribution Closing or as disclosed in Section 5.1(n) of the Company
Disclosure Letter, there are no Contributed Contracts or Contracts of any
Contributed Entity with respect to programming or affiliation (or similar
matters) that would be binding upon or otherwise restrict the business or
operations of Parent or any of its Subsidiaries (including, after the
Contribution Closing, the Contributed Entities) after the Contribution
Closing.

(o) NO LIABILITIES AS GUARANTOR. Except as set forth in Section 5.1(o)
of the Company Disclosure Letter, none of the Contributed Systems or
Contributed Entities is directly or indirectly liable upon or with respect
to or obligated in any other way to provide funds in respect of or to
guarantee or assume any debt, dividend or other obligation of any other
Person other than a Contributed Entity.

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(p) NOTES AND ACCOUNTS AND ROYALTY RECEIVABLES. Except as reserved
against in the Financial Statements, all customer and trade notes and
accounts receivable owned by each of the Contributed Entities or the
Contributed System Entities that are reflected in their respective books as
of the date hereof and relate to the Contributed Systems are valid and
genuine, arise out of BONA FIDE sales and performances of services and, to
the knowledge of the Company, are subject to no valid defenses, set-offs or
counterclaims.

(q) INVESTMENTS. Excluding their interests in other Contributed
Entities, none of the Contributed Entities owns of record or beneficially
any equity interests in or other securities of any Person.

(r) INSURANCE. All material fire, casualty, general liability,
business interruption, product liability, property, workers compensation,
sprinkler and water damage and other forms of insurance policies maintained
by the Contributed Entities and by the Company and its Subsidiaries relating
to, used in or held for use in connection with or otherwise required to
carry on the business of the Asset Contributed Systems are with reputable
insurance carriers, provide adequate coverage consistent with cable industry
standards for all normal risks incident to the business of the Contributed
Entities and the Asset Contributed Systems, as the case may be, and their
respective properties and assets, and are in character and amount at least
equivalent to that carried by Persons engaged in similar businesses and
subject to the same or similar perils or hazards, except for any such
failures to maintain insurance policies that, individually or in the
aggregate, are not reasonably likely to have a Contributed Systems Material
Adverse Effect. The Contributed System Entities with respect to the Asset
Contributed Systems and the Contributed Entities currently have and, to the
knowledge of the Company, always have carried or had the benefit of such
insurance as is required by Law.

(s) OWNED REAL PROPERTY. (i) Section 5.1(s) of the Company Disclosure
Letter sets forth a complete and correct list of all real property (other
than easements, rights-of-way and similar interests) owned by the
Contributed Entities or, with respect to the Asset Contributed Systems, the
Contributed System Entities (together with all improvements or fixtures
owned by the Contributed Entities or, with respect to the Asset Contributed
Systems, the Contributed System Entities and located thereon, the
"CONTRIBUTED SYSTEMS REAL PROPERTY").

(ii) The Contributed Entities and the Contributed Systems Entities have
good and marketable fee simple title to the Contributed Systems Real
Property of their respective Contributed Systems, free and clear of any Lien
except for Contributed Systems Permitted Liens.

(iii) Other than as set forth in Section 5.1(s) of the Company Disclosure
Letter, there are no outstanding options or rights of first refusal or first
offer to purchase the Contributed Systems Real Property, or any portion
thereof or interest therein.

(iv) The Contributed Systems Real Property and the real property
interests leased pursuant to the Contributed Systems Leases (the
"CONTRIBUTED SYSTEMS LEASED REAL PROPERTY") include all of the land,
buildings, offices, structures and other improvements primarily used or held
for use in connection with or otherwise required to carry on the businesses
of the Contributed Systems as currently conducted.

(v) Other than as set forth in Section 5.1(s) of the Company Disclosure
Letter, there are no proceedings in eminent domain or other similar
proceedings pending, or to the knowledge of the officers of the Company,
threatened against any portion of the Contributed Systems Real Property.

(vi) The current use and operation of the Contributed Systems Real
Property does not violate any applicable building, zoning, subdivision and
other land use or similar Laws or orders of Governmental Entities (the "REAL
PROPERTY LAWS") in any material respect and neither the Company nor any of
its Subsidiaries has received any notice of violation or claimed violation
of any Real Property Law that has not since been cured, which violations,
individually or in the aggregate, are reasonably likely to have a
Contributed Systems Material Adverse Effect or prevent or materially burden
or materially impair the ability of the Company to consummate the
Contribution and the other transactions contemplated hereby.

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<PAGE>
(t) LEASES. The Company has made available to Parent correct and
complete copies of all real property leases that relate to the Contributed
Systems (and any personal property leases that relate to the Contributed
Systems the amount that could be paid or received by the Contributed
Entities or Contributed System Entities thereunder exceeds $100,000 in the
aggregate) to which the Contributed Entities or Contributed System Entities
is a party or is bound (together, the "CONTRIBUTED SYSTEMS LEASES"), none of
which has been modified in any material respect except to the extent such
modifications have been disclosed and copies made available to Parent prior
to the date hereof. Each of the Contributed Systems Leases is in full force
and effect. None of the Contributed Entities or Contributed System Entities,
and, to the knowledge of the Company, no other party is, in default (with or
without notice or lapse of time or both) under any Contributed Systems Lease
in any material respect. To the knowledge of the Company, no event has
occurred and is continuing that constitutes (or with notice or the passage
of time or both, could constitute) a default under any Contributed Systems
Lease in any material respect.

(i) As to the Contributed Systems Leases relating to the Contributed
Systems Leased Real Property:

(A) Neither the Company nor any of its Subsidiaries has received
notice of a proceeding in eminent domain or other similar proceeding
affecting the Contributed Systems Leased Real Property; and

(B) Neither the Company nor any of its Subsidiaries has received
notice that the current use and operation of the Contributed Systems
Leased Real Property violates, in any material respect, any instrument of
record or agreement affecting the Contributed Systems Leased Real
Property or any Real Property Laws.

(ii) The Contributed Entities and the Contributed System Entities have a
valid leasehold interest in their respective Contributed Systems Leased Real
Property, free and clear of any Lien other than Contributed Systems
Permitted Liens.

(u) PERSONAL PROPERTY. The Contributed Entities and the Contributed
System Entities have good title to, or a valid leasehold interest in, or
other good and sufficient right to use, all tangible personal properties
that are material to the business and operations of any of their respective
Contributed Systems.

(v) INTELLECTUAL PROPERTY. The Contributed Entities and the
Contributed System Entities own, or are licensed or otherwise possess
legally enforceable rights to use, all patents, registered or unregistered
trademarks, trade names, service marks, copyrights, and any applications
therefor, technology, know-how, computer software programs or applications,
and tangible or intangible proprietary information or materials (the
"INTELLECTUAL PROPERTY RIGHTS") that are used in the business of their
respective Contributed Systems as currently conducted, except for any such
failures to own, be licensed or possess that, individually or in the
aggregate, are not reasonably likely to have a Contributed Systems Material
Adverse Effect, and to the knowledge of the Company all such Intellectual
Property Rights held by the Contributed Entities and the Contributed System
Entities are valid and subsisting.

(w) BROKERS AND FINDERS. Neither the Company nor any of its
Subsidiaries or their officers, directors or employees has employed any
broker or finder or incurred any liability for any brokerage fees or
commissions or finders' fees in connection with the Transactions or the
other transactions contemplated in this Agreement.

(x) CABLE TELEVISION FRANCHISES. (i) Section 5.1(x) of the Company
Disclosure Letter sets forth all of the Contributed Systems and the
approximate number, as of the date of this Agreement, equal to the sum of
(x) the total number of households (exclusive of "second outlets") that are
paying for and receiving any level of cable television service from the
Contributed Systems in individually billed residential units and (y) the
quotient obtained by dividing the total billings to all subscribers in

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<PAGE>
commercial venues or bulk-billed multiple residential units by the
predominant cable service rate charged by each such Contributed System for
the lowest tier of service that includes ESPN, MTV and CNN, as of March 31,
1997 served by each such Contributed System. Section 5.1(x) of the Company
Disclosure Letter sets forth the name of the legal entity that owns or, if
Future Contributed System Entities, will own each such Contributed System
and holds or will hold, as the case may be, the applicable franchise and the
identity and ownership interest and relationship to the Contributed Entities
or Contributed System Entities, if any, of each owner of any interest in
such legal entity. True, complete and correct copies of the franchise
agreements and similar governing agreements, statutes or ordinances,
including any material related Contracts with any Governmental Entity
(collectively, the "CABLE FRANCHISE AGREEMENTS") relating to such
Contributed Systems have been made available to Parent. The Contributed
Entities and the Contributed System Entities are in compliance with all such
Cable Franchise Agreements of their respective Contributed Systems (the
"CONTRIBUTED SYSTEM CABLE FRANCHISE AGREEMENTS") in all material respects.

(ii) Except as set forth in Section 5.1(x) of the Company Disclosure
Letter, there exists no fact or circumstance that makes it reasonably likely
that any Contributed System Cable Franchise Agreement scheduled to expire in
the next five years will not be timely renewed on commercially reasonable
terms. The Company has filed or caused to be filed with the appropriate
Governmental Entity all appropriate requests for renewal under the
Communications Act of 1934, as amended, and the rules and regulations
thereunder (the "COMMUNICATIONS ACT") within 30 to 36 months prior to the
expiration of each Contributed System Cable Franchise Agreement. The
operation of the Contributed Systems has been, and is, in compliance in all
material respects with the rules and regulations of the Federal
Communications Commission ("FCC") and none of the Company or any of its
Subsidiaries has received notice from the FCC of any violation of its rules
and regulations by any of the Contributed Entities or, with respect to the
Asset Contributed Systems, any of the Contributed System Entities. None of
the applicable franchises for the Contributed Systems has been suspended or
revoked. Neither the Company nor any of its Subsidiaries has received any
notice of any such possible suspension or revocation, and no such suspension
or revocation is pending or, to the knowledge of the Company, threatened.

(iii) The Contributed Systems and all related businesses of the
Contributed Entities or, with respect to the Asset Contributed Systems, the
Contributed System Entities are, and, while owned by the Company or any of
its Affiliates, have been, operated in compliance in all material respects
with the Communications Act and the Company has submitted or caused to be
submitted to the FCC all material filings, including but not limited to
cable television registration statements, annual reports and aeronautical
frequency usage notices that are required under the rules and regulations of
the FCC.

(iv) The Contributed Entities or, with respect to the Asset Contributed
Systems, the Contributed System Entities have conducted all system and
microwave performance tests and all Cumulative Leakage Index ("CLI") related
tests applicable to the Contributed Systems and have maintained records
which accurately and completely reflect in all material respects all results
required to be shown thereon. The Contributed Entities or, with respect to
the Asset Contributed Systems, the Contributed System Entities have
corrected any radiation leakage of the Contributed Systems required to be
corrected in connection with the monitoring obligations and have otherwise
complied in all material respects with all applicable CLI rules and
regulations. The Contributed Systems are in compliance in all material
respects with all signal leakage criteria set forth in 47 CFR Section
76.611.

(v) For each relevant semi-annual reporting period, the Company has
timely filed or caused to be filed with the United States Copyright Office
all required Statements of Account in true and correct form, and has paid
when due all required copyright royalty fee payments in the correct amount,
relating to the Contributed Systems' carriage of television broadcast
signals.

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(vi) Other than requests of network non-duplication and syndicated
exclusivity protection, neither the Company nor any of the Contributed
Entities or any of the Company's Subsidiaries has received any requests,
notices or demands, whether written or oral, from the FCC or any other
Governmental Entity, challenging or questioning the rights of the
Contributed Entities or Contributed System Entities to operate the
Contributed Systems or carry any signal or requesting signal carriage. All
of the broadcast television signals carried by the Contributed Systems are
carried either pursuant to the must-carry requirements or pursuant to
executed retransmission consent agreements, accurate, complete and correct
copies of which have been made available to Parent.

(vii) The regulated rates for services and equipment charged by any
Contributed System, including the rates for any "MIGRATED PRODUCT TIERS" (as
such term is defined by the FCC as of the date of this Agreement), (I)
comply in all material respects with FCC's rules establishing maximum
permitted rates for regulated services and equipment, (II) have been
approved by the FCC under a rate settlement with the Company with respect to
a Contributed System or (III) are subject to an order by the FCC or other
Governmental Entity requiring a Contributed System to adjust such rates. The
Company has made available to Parent accurate, complete, and correct copies
of all FCC rate justification forms and materials (including Forms 393,
1200, 1205, 1210, and 1240) filed with the FCC and any other Governmental
Entity for each of the Contributed Systems that are required to file such
forms and materials, and such forms have been filed with the appropriate
regulatory body in compliance in all material respects with all applicable
requirements. The Company has also made available to Parent an accurate,
complete, and correct copy of any rate settlement agreement entered into
with the FCC affecting any Contributed System. Section 5.1(x) of the Company
Disclosure Letter lists each Contributed System and regulated rate that is
the subject of a pending challenge before the FCC or any other Governmental
Entity and the Governmental Entity before which each such challenge is
pending. Section 5.1(x) of the Company Disclosure Letter lists each
Contributed System subject to an order described in subclause (III) above,
and the rate reduction required by each such order.

(viii) The Company has made available to Parent, to the extent it
possesses them, accurate, complete, and correct copies of each material
inquiry, request for information, report, directive, and similar
communications received by the Company or any of its Subsidiaries from the
FCC or any other Governmental Entity that relates to the obligations of the
Contributed Entities with respect to any of the Contributed Systems under
the Communications Act. The Company has also made available to Parent a copy
of each written response by the Company or any of its Subsidiaries to each
such inquiry, request for information, report, directive, or similar
communication.

(y) ACCREDITED INVESTOR; INVESTMENT INTENT. Each of the Company and
the transferors receiving shares of Parent Common Stock in the Contribution
is an "accredited investor" within the meaning of the Securities Act and is
acquiring such shares for its own account and for investment purposes only
and not with a view to, or for resale in connection with, any distribution
thereof in violation of the Securities Act. The Company acknowledges its
understanding that the offering and sale of the shares of Parent Common
Stock in the Contribution is intended to be exempt from the registration
under the Securities Act by virtue of Section 4(2) thereof.

(z) DISCLOSURE. No representation or warranty made by the Company in
this Agreement nor any document, written information, statement, financial
statement, certificate, Schedule or Exhibit prepared and furnished by the
Company or any of its Subsidiaries or its representatives pursuant hereto or
in connection with the transactions contemplated hereby, when taken
together, contains or will contain any untrue statement of a material fact,
or omits or will omit to state a material fact necessary to make the
statements or facts contained herein or therein, in light of the
circumstances under which they were furnished, not misleading. To the best
knowledge of the Company, there is no event, fact or condition that would
have a Contributed Systems Material Adverse Effect, or that

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reasonably could be expected to do so, that has not been set forth in this
Agreement, the Company Disclosure Letter or in the Schedules.

5.2 REPRESENTATIONS AND WARRANTIES OF CSC, PARENT AND MERGER SUB. Except
as set forth in the corresponding sections or subsections of the disclosure
letter delivered to the Company or TCI by CSC on or prior to entering into this
Agreement (the "PARENT DISCLOSURE LETTER"), CSC, Parent and Merger Sub each
hereby represent and warrant to the Company that:

(a) CAPITALIZATION OF MERGER SUB AND PARENT. The authorized capital
stock (i) of Merger Sub consists of 1,000 shares of Common Stock, par value
$.01 per share, all of the outstanding shares of which are validly issued,
fully paid and non-assessable, and (ii) of Parent consists of 200,000,000
Parent Class A Shares, all of the outstanding shares of which are validly
issued, fully paid and non-assessable, 80,000,000 Parent Class B Shares,
none of which are issued or outstanding as of the date hereof, and
10,000,000 shares of Preferred Stock, par value $.01 per share, none of
which are issued or outstanding as of the date hereof. All of the issued and
outstanding capital stock of Merger Sub is, and as of immediately prior to
the Effective Time will be, owned by Parent, and all of the issued and
outstanding capital stock of Parent as of immediately prior to the Effective
Time will be owned by CSC. There are (i) no other shares of capital stock or
voting securities of Merger Sub or Parent, (ii) no securities of Merger Sub
or Parent convertible into or exchangeable for shares of capital stock or
voting securities of Merger Sub or Parent, respectively, and (iii) no
options or other rights to acquire from Merger Sub or Parent, and no
obligations of Merger Sub or Parent to issue, any capital stock, voting
securities or securities convertible into or exchangeable for capital stock
or voting securities of Merger Sub or Parent, except (A) in the case of
Parent and Merger Sub, pursuant to the Merger and (B) in the case of Parent,
pursuant to the Partnership Contribution, the Contribution, the Preferred
Shares, the Parent Class B Shares, the CSC Stock Plans and in respect of any
such other obligations of CSC outstanding as of immediately prior to the
Effective Time. Neither of Merger Sub nor Parent has conducted any business
prior to the date hereof or has any, and prior to the Effective Time will
not have any, assets, liabilities or obligations of any nature other than
those incident to its formation and pursuant to the Partnership
Contribution, the Reorganization, this Agreement and the Transactions and
the other transactions contemplated by this Agreement. CSC and Parent have
delivered to the Company true and complete copies of the certificates of
incorporation and bylaws (or comparable governing instruments) of CSC,
Parent and each of CSC's Significant Subsidiaries, in each case as in effect
on the date hereof.

(b) ORGANIZATION, GOOD STANDING AND QUALIFICATION. Each of CSC and its
"SIGNIFICANT SUBSIDIARIES" (as defined in Rule 1.02(w) of Regulation S-X
promulgated pursuant to the Securities Exchange Act of 1934, as amended (the
"EXCHANGE ACT")) is a corporation or partnership duly organized, validly
existing and, in the case of corporate entities, in good standing under the
laws of its respective jurisdiction of organization and has all requisite
corporate, partnership or similar power and authority to own and operate its
properties and assets and to carry on its business as presently conducted
and is qualified to do business and is in good standing as a foreign
corporation or partnership in each jurisdiction where the ownership or
operation of its properties or conduct of its business requires such
qualification, except where the failure to be so qualified or in such good
standing, when taken together with all other such failures, is not
reasonably likely to have a Parent Material Adverse Effect.

As used in this Agreement, the term "PARENT MATERIAL ADVERSE EFFECT"
means a material adverse effect on the financial condition, properties,
business or results of operations of CSC and Parent and their Subsidiaries
taken as a whole, excluding such effects proximately caused by any of the
Contributed Entities, the Company or any of its Subsidiaries.

(c) CAPITAL STRUCTURE OF CSC. The authorized capital stock of CSC
consists of (i) 50,000,000 CSC Class A Shares, of which 13,722,151 shares
were outstanding as of the close of business on June 6, 1997, and 20,000,000
CSC Class B Shares, of which 11,119,709 shares were outstanding as of the
close of business on June 6, 1997, and (ii) such number of Preferred Shares
as set forth in Section

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<PAGE>
5.2(c) of the Parent Disclosure Letter, of which such number of shares were
outstanding as of the close of business on March 31, 1997 as set forth in
Section 5.2(c) of the Parent Disclosure Letter. All of the outstanding
Shares and the Preferred Shares have been duly authorized and are validly
issued, fully paid and nonassessable. CSC has no Shares or Preferred Shares
reserved for or subject to issuance, except that, as of March 31, 1997,
there were approximately 648,211 CSC Class A Shares reserved for issuance
pursuant to the CSC Amended and Restated Employee Stock Plan, 1,500,000 CSC
Class A Shares reserved for issuance pursuant to the CSC First Amended and
Restated 1996 Employee Stock Plan and 60,000 CSC Class A Shares reserved for
issuance pursuant to the CSC 1996 Non-Employee Director Stock Option Plan
(collectively, the "CSC STOCK PLANS"), the same number of CSC Class A Shares
subject to issuance upon conversion of the same number of CSC Class B Shares
(including all such CSC Class B Shares subject to issuance upon conversion
of the Preferred Shares) and 5,115,600 CSC Class A Shares reserved for
issuance upon conversion of the 8 1/2% Series I Cumulative Convertible
Exchangeable Preferred Stock of CSC. Each of the outstanding shares of
capital stock of each of CSC's Significant Subsidiaries and, after the
Effective Time, each of Parent's Significant Subsidiaries is, with respect
to such Significant Subsidiaries that are corporations, duly authorized,
validly issued, fully paid and nonassessable and, except as disclosed in the
CSC Reports filed prior to the date hereof or as set forth in Section 5.2(c)
of the Parent Disclosure Letter, is owned by a direct or indirect
wholly-owned subsidiary of CSC or, after the Effective Time, of Parent, free
and clear of any Lien. Except as disclosed in the CSC Reports filed prior to
the date hereof or as set forth above and in Section 5.2(c) of the Parent
Disclosure Letter, there are no preemptive or other outstanding rights,
options, warrants, conversion rights, stock appreciation rights, redemption
rights, repurchase rights, agreements, arrangements or commitments to issue
or to sell any shares of capital stock or other securities of CSC or any of
its Significant Subsidiaries or any securities or obligations convertible or
exchangeable into or exercisable for, or giving any Person a right to
subscribe for or acquire, any securities of CSC or any of its Significant
Subsidiaries, and no securities or obligation evidencing such rights are
authorized, issued or outstanding. CSC does not have outstanding any Voting
Debt having the right to vote with the stockholders of CSC on any matter.

(d) CORPORATE AUTHORITY. (i) Each of CSC, Parent and Merger Sub has
all requisite corporate power and authority and has taken all corporate
action necessary in order to execute, deliver and perform its obligations
under this Agreement and to consummate the Transactions, subject only to (A)
any stockholder approval necessary to permit the issuance of the shares of
Parent Common Stock required to be issued pursuant to the Contribution and
(B) the vote of a majority of the outstanding Shares voting together as a
single class to approve the Merger (together, the "PARENT REQUISITE VOTES").
This Agreement is a valid and binding agreement of CSC, Parent and Merger
Sub, enforceable against each of them in accordance with its terms, subject
to the Bankruptcy and Equity Exception.

(ii) Prior to the Effective Time, Parent will have taken all necessary
action to permit it to issue the number of shares of Parent Common Stock
required to be issued pursuant to the Contribution and the Merger. The
Parent Common Stock, when issued in connection with the Contribution and the
Merger, will be validly issued, fully paid and nonassessable, and no
stockholder of Parent will have any preemptive right of subscription or
purchase in respect thereof.

(e) GOVERNMENTAL FILINGS; NO VIOLATIONS. (i) Other than the filings
and/or notices (A) pursuant to Section 1.3, (B) under the HSR Act, the
Securities Act and the Exchange Act, (C) to comply with state securities or
"blue sky" laws, (D) required to be made with the American Stock Exchange,
Inc. (the "AMEX") and (E) as disclosed in Section 5.2(e) of the Parent
Disclosure Letter, no notices, reports or other filings are required to be
made by CSC, Parent or Merger Sub with, nor are any consents, registrations,
approvals, permits or authorizations required to be obtained by CSC, Parent
or Merger Sub from, any Governmental Entity, in connection with the
execution and delivery of this Agreement by CSC, Parent and Merger Sub and
the consummation by CSC, Parent and Merger Sub of the Transactions and the
other transactions contemplated hereby, except those that the failure to
make or obtain are not, individually or in the aggregate, reasonably likely
to have a Parent Material

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Adverse Effect or prevent or materially delay or materially impair the
ability of CSC, Parent or Merger Sub to consummate the transactions
contemplated by this Agreement.

(ii) The execution, delivery and performance of this Agreement by CSC,
Parent and Merger Sub do not, and the consummation by CSC, Parent and Merger
Sub of the Transactions and the other transactions contemplated hereby will
not, constitute or result in (A) a breach or violation of, or a default
under, the certificate of incorporation or by-laws of CSC, Parent and Merger
Sub or the comparable governing instruments of any of their Significant
Subsidiaries, (B) a breach of or violation of or a default under, or the
acceleration of any obligations of or the creation of a Lien on the assets
of CSC or any of its Significant Subsidiaries (with or without notice, lapse
of time or both) pursuant to, any Contracts binding upon CSC or any of its
Significant Subsidiaries or any Law or governmental or non-governmental
permit or license to which CSC or any of its Significant Subsidiaries is
subject or (C) any change in the rights or obligations of any party under
any of the Contracts, except, in the case of clause (B) or (C) above, for
any breach, violation, default, acceleration, creation or change that,
individually or in the aggregate, is not reasonably likely to have a Parent
Material Adverse Effect or prevent, materially delay or materially impair
the ability of CSC, Parent or Merger Sub to consummate the transactions
contemplated by this Agreement. Section 5.2(e) of the Parent Disclosure
Letter sets forth a correct and complete list of Contracts of CSC and its
Significant Subsidiaries pursuant to which consents or waivers are or may be
required prior to consummation of the transactions contemplated by this
Agreement (whether or not subject to the material adverse effect or
materiality exception set forth with respect to clauses (B) and (C) above),
other than any such Contract (x) the amount that could be paid or received
thereunder after the CSC Audit Date does not exceed $100,000 per annum and
$250,000 in the aggregate or (y) that is terminable by the CSC or any of its
Significant Subsidiaries, as the case may be, without penalty on less than
60 days' notice.

(f) CSC REPORTS; FINANCIAL STATEMENTS. CSC has delivered to the
Company each registration statement, report, proxy statement or information
statement prepared by it since December 31, 1996 (the "CSC AUDIT DATE"),
including (i) CSC's Annual Report on Form 10-K for the year ended December
31, 1996 and (ii) CSC's Quarterly Report on Form 10-Q for the period ended
March 31, 1997, each in the form (including exhibits, annexes and any
amendments thereto) filed with the SEC (collectively, including any such
reports filed subsequent to the date hereof, the "CSC REPORTS"). As of their
respective dates, the CSC Reports did not, and any CSC Reports filed with
the SEC subsequent to the date hereof will not, contain any untrue statement
of a material fact or omit to state a material fact required to be stated
therein or necessary to make the statements made therein, in light of the
circumstances in which they were made, not misleading. Each of the
consolidated balance sheets included in or incorporated by reference into
the CSC Reports (including the related notes and schedules) fairly presents,
or will fairly present, in all material respects, the consolidated financial
position of CSC and its Subsidiaries as of its date and each of the
consolidated statements of income and of changes in financial position
included in or incorporated by reference into the CSC Reports (including any
related notes and schedules) fairly presents, or will fairly present, in all
material respects, the results of operations, retained earnings and changes
in financial position, as the case may be, of CSC and its Subsidiaries for
the periods set forth therein (subject, in the case of unaudited statements,
to notes and normal year-end audit adjustments that will not be material in
amount or effect), in each case in accordance with GAAP consistently applied
during the periods involved, except as may be noted therein.

(g) ABSENCE OF CERTAIN CHANGES. Except as disclosed in the CSC Reports
filed prior to the date hereof, since the CSC Audit Date, there has not been
(i) any change in the financial condition, properties, business or results
of operations of CSC and its Subsidiaries or any event or development or
combination of events or developments that, individually or in the
aggregate, has had or is reasonably likely to have a Parent Material Adverse
Effect; PROVIDED, HOWEVER, that any such effect resulting from any change
(x) in law, rule, or regulation or generally accepted accounting principles
or interpretations thereof that applies to both CSC or such Subsidiary and
the Contributed Systems or

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(y) in economic or business conditions generally or in the cable industry or
programming industry specifically shall not be considered when determining
if a Parent Material Adverse Effect has occurred; (ii) any material damage,
destruction or other casualty loss with respect to any material asset or
property owned, leased or otherwise used by CSC or any of its Significant
Subsidiaries, whether or not covered by insurance; (iii) any change by CSC
in accounting principles, practices or methods; or (iv) any declaration,
setting aside or payment of any dividend or other distribution in respect of
the capital stock of CSC or Parent, except for dividends or other
distributions on its capital stock publicly announced prior to the date
hereof and regular dividends in respect of the Preferred Shares.

(h) LITIGATION AND LIABILITIES. Except as disclosed in the CSC Reports
filed prior to the date hereof, there are no (i) civil, criminal or
administrative actions, suits, claims, hearings, investigations or
proceedings pending or, to the knowledge of CSC, threatened against CSC or
any of its Affiliates or (ii) obligations or liabilities, whether or not
accrued, contingent or otherwise and whether or not required to be
disclosed, including those relating to environmental and occupational safety
and health matters, or any other facts or circumstances of which CSC has
knowledge that could result in any claims against, or obligations or
liabilities of, CSC or any of its Affiliates, except, in the case of either
clause (i) or (ii) above, for those that are not, individually or in the
aggregate, reasonably likely to have a Parent Material Adverse Effect or
prevent or materially burden or materially impair the ability of CSC, Parent
or Merger Sub to consummate the transactions contemplated by this Agreement.

(i) EMPLOYEE BENEFITS. (i) A copy of each bonus, deferred
compensation, pension, retirement, profit-sharing, thrift, savings, employee
stock ownership, stock bonus, stock purchase, restricted stock, stock
option, employment, termination, severance, compensation, medical, health or
other plan, agreement, policy or arrangement that covers current or former
employees or directors of CSC and its Subsidiaries and is in effect on the
date hereof, other than multiemployer plans (the "CSC COMPENSATION AND
BENEFIT PLANS"), and any trust arrangement or insurance contract forming a
part of such CSC Compensation and Benefits Plans has been made available to
the Company prior to the date hereof. The CSC Compensation and Benefit Plans
are listed in Section 5.2(i) of the Parent Disclosure Letter and any "change
of control" or similar provision therein are specifically identified in
Section 5.2.(i) of the Parent Disclosure Letter.

(ii) All CSC Compensation and Benefit Plans are in substantial
compliance with all applicable Laws, including the Code and ERISA. Each CSC
Compensation and Benefit Plan that is an "employee pension benefit plan"
within the meaning of Section 3(2) of ERISA (a "CSC PENSION PLAN") and that
is intended to be qualified under Section 401(a) of the Code has received a
favorable determination letter from the IRS with respect to TRA, and CSC is
not aware of any circumstances likely to result in revocation of any such
favorable determination letter. As of the date hereof, there is no pending
or, to the knowledge of CSC, threatened material litigation relating to the
CSC Compensation and Benefit Plans. Neither CSC nor any of its Subsidiaries
has engaged in a transaction with respect to any CSC Compensation and
Benefit Plan that, assuming the taxable period of such transaction expired
as of the date hereof, would subject CSC or any of its Subsidiaries to a
material tax or penalty imposed by either Section 4975 of the Code or
Section 502 of ERISA.

(iii) As of the date hereof, no liability under Subtitle C or D of Title
IV of ERISA has been or is expected to be incurred by CSC or any Subsidiary
with respect to any ongoing, frozen or terminated "single-employer plan",
within the meaning of Section 4001(a)(15) of ERISA, currently or formerly
maintained by any of them, or the single-employer plan of any entity which
is considered an ERISA Affiliate of CSC. CSC and its Subsidiaries have not
incurred and do not expect to incur any withdrawal liability with respect to
a multiemployer plan under Subtitle E to Title IV of ERISA. No notice of a
"reportable event", within the meaning of Section 4043 of ERISA for which
the 30-day reporting requirement has not been waived, has been required to
be filed for any CSC Pension Plan or by any ERISA Affiliate within the
12-month period ending on the date hereof or will be required to be filed in
connection with the transactions contemplated by this Agreement.

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<PAGE>
(iv) All contributions required to be made under the terms of any CSC
Compensation and Benefit Plan or of the date hereof have been timely made or
have been reflected on the most recent consolidated balance sheet filed or
incorporated by reference in the CSC Reports prior to the date hereof.
Neither any CSC Pension Plan nor any single-employer plan of an ERISA
Affiliate of CSC has an "accumulated funding deficiency" (whether or not
waived) within the meaning of Section 412 of the Code or Section 302 of
ERISA. Neither CSC nor its Subsidiaries has provided, or is required to
provide, security to any CSC Pension Plan or to any single-employer plan of
an ERISA Affiliate of CSC pursuant to Section 401(a)(29) of the Code.

(v) Under each CSC Pension Plan which is a single-employer plan, as of
the last day of the most recent plan year ended prior to the date hereof,
the actuarially determined present value of all "benefit liabilities",
within the meaning of Section 4001(a)(16) of ERISA (as determined on the
basis of the actuarial assumptions contained in the CSC Pension Plan's most
recent actuarial valuation), did not exceed the then current value of the
assets of such CSC Pension Plan, and there has been no material change in
the financial condition of such CSC Pension Plan since the last day of the
most recent plan year. The withdrawal liability of CSC and its Subsidiaries
under each CSC Compensation and Benefit Plan which is a multiemployer plan,
determined as if a complete withdrawal has occurred as of the date hereof,
does not exceed $100,000.

(vi) Neither CSC nor its Subsidiaries have any obligations for retiree
health and life benefits under any CSC Compensation and Benefit Plan, except
as set forth in the Parent Disclosure Letter. CSC or its Subsidiaries may
amend or terminate any such plan under the terms of such plan at any time
without incurring any material liability thereunder.

(vii) The consummation of the Transactions and the other transactions
contemplated by this Agreement will not (x) entitle any employees of CSC or
its Subsidiaries to severance pay, (y) accelerate the time of payment or
vesting or trigger any payment of compensation or benefits under, increase
the amount payable or trigger any other material obligation pursuant to, any
of the CSC Compensation and Benefit Plans or (z) result, in any material
respect, in any breach or violation of, or default under, any of the CSC
Compensation and Benefit Plans.

(j) COMPLIANCE WITH LAWS; PERMITS. Except as set forth in the CSC
Reports filed prior to the date hereof, the businesses of each of CSC and
its Subsidiaries have not been, and are not being, conducted in violation of
any Laws, except for violations or possible violations that, individually or
in the aggregate, are not reasonably likely to have a Parent Material
Adverse Effect or prevent or materially burden or materially impair the
ability of CSC, Parent or Merger Sub to consummate the transactions
contemplated by this Agreement. Except as set forth in the CSC Reports filed
prior to the date hereof, no investigation or review by any Governmental
Entity with respect to CSC or any of its Subsidiaries is pending or, to the
knowledge of CSC, threatened, nor has any Governmental Entity indicated an
intention to conduct the same, except for those the outcome of which are
not, individually or in the aggregate, reasonably likely to have a Parent
Material Adverse Effect or prevent or materially burden or materially impair
the ability of CSC, Parent or Merger Sub to consummate the transactions
contemplated by this Agreement. To the knowledge of CSC, no material change
is required in CSC's or any of its Subsidiaries' processes, properties or
procedures in connection with any such Laws, and CSC has not received any
notice or communication of any noncompliance with any such Laws that has not
been cured as of the date hereof except for noncompliance that is not,
individually or in the aggregate, reasonably likely to have a Parent
Material Adverse Effect or prevent or materially burden or materially impair
the ability of CSC, Parent or Merger Sub to consummate the transactions
contemplated by this Agreement. CSC and its Subsidiaries each has all
permits, licenses, trademarks, patents, trade names, copyrights, service
marks, franchises, variances, exemptions, orders and other governmental
authorizations, consents and approvals necessary to conduct its business as
presently conducted except those the absence of which are not, individually
or in the aggregate, reasonably likely to have a Parent Material Adverse
Effect or prevent or materially burden or

A-27
<PAGE>
materially impair the ability of CSC, Parent or Merger Sub to consummate the
Transactions and the other transactions contemplated by this Agreement.

(k) TAX MATTERS. As of the date hereof, neither CSC nor any of its
Affiliates has taken or agreed to take any action, nor does CSC have any
knowledge of any fact or circumstance, that would prevent the Merger, the
Contribution or the Partnership Contribution from qualifying as an exchange
governed by Section 351 of the Code.

(l) TAXES. (i) (A) All CSC Tax Returns that are required to be filed
by or with respect to the CSC Group have been duly and timely filed (taking
into account an extension of time within which to file) and all such filed
CSC Tax Returns are accurate and complete in all material respects; and (B)
all CSC Taxes shown to be due on the CSC Tax Returns referred to in clause
(A) have been paid in full, and all CSC Taxes required to be withheld from
amounts owing to any employee, creditor or third party have been withheld,
except in each case with respect to matters contested in good faith.

(ii) As used in this Agreement: (A) the term "CSC GROUP" means any
"affiliated group" (as defined in Section 1504(a) of the Code without regard
to the limitations contained in Section 1504(b) of the Code) that includes
CSC or any predecessor of or successor to CSC (or another such predecessor
or successor); (B) the term "CSC TAX" means any Tax imposed on the income,
properties or operations of any member of the Company's Group; and (C) the
term "CSC TAX RETURN" means any Tax Return of any member of the CSC Group
including, without limitation, consolidated federal income tax returns of
the CSC Group.

(m) LABOR MATTERS. Neither CSC nor any of its Significant Subsidiaries
is a party to or otherwise bound by any collective bargaining agreement,
contract or other agreement with a labor union or labor organization, nor,
as of the date hereof, is CSC or any of its Significant Subsidiaries the
subject of any material proceeding asserting that CSC or any of its
Significant Subsidiaries has committed an unfair labor practice or is
seeking to compel it to bargain with any labor union or labor organization
nor is there pending or, to the knowledge of CSC, threatened, any labor
strike, dispute, walk-out, work stoppage, slow-down or lockout involving CSC
or any of its Significant Subsidiaries.

(n) INSURANCE. All material fire and casualty, general liability,
business interruption, product liability, property, workers compensation,
sprinkler and water damage and other forms of insurance policies maintained
by CSC or any of its Subsidiaries are with reputable insurance carriers,
provide adequate coverage consistent with cable industry standards for all
normal risks incident to the business of CSC and its Subsidiaries and their
respective properties and assets, and are in character and amount at least
equivalent to that carried by persons engaged in similar businesses and
subject to the same or similar perils or hazards, except for any such
failures to maintain insurance policies that, individually or in the
aggregate, are not reasonably likely to have a Parent Material Adverse
Effect.

(o) BROKERS AND FINDERS. Neither CSC or its Subsidiaries nor any of
their officers, directors or employees has employed any broker or finder
or incurred any liability for any brokerage fees or commissions or
finders' fees in connection with the Transactions or the other
transactions contemplated by this Agreement.

(p) ACCREDITED INVESTOR; INVESTMENT INTENT. Parent is an
"accredited investor" within the meaning of the Securities Act and is
acquiring the Contributed Subsidiary Capital Stock for its own account
and for investment purposes only and not with a view to, or for resale in
connection with, any distribution thereof in violation of the Securities
Act. Parent acknowledge its understanding that the offering and sale of
the Contributed Subsidiary Capital Stock is intended to be exempt from
the registration under the Securities Act by virtue of Section 4(2)
thereof.

(q) ENVIRONMENTAL MATTERS. Except for such matters that,
individually or in the aggregate, are not reasonably likely to have a
Parent Material Adverse Effect: (i) CSC and Parent and their Significant
Subsidiaries have complied at all times with all applicable Environmental
Laws;

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<PAGE>
(ii) the properties currently owned or operated by any of CSC and Parent
and their Significant Subsidiaries (including soils, groundwater, surface
water, buildings or other structures) are not contaminated with any
Hazardous Substances; (iii) the properties formerly owned or operated by
any of CSC and Parent and their Significant Subsidiaries were not
contaminated with Hazardous Substances during the period of ownership or
operation by any of CSC and Parent and their Significant Subsidiaries;
(iv) none of CSC and Parent and their Significant Subsidiaries is or has
been subject to liability for any Hazardous Substance disposal or
contamination on any third party property; (v) none of CSC and Parent and
their Significant Subsidiaries has been associated with any release or
threat of release of any Hazardous Substance; (vi) none of CSC or any of
its Subsidiaries has received any notice, demand, letter, claim or
request for information indicating that any of CSC and Parent and their
Significant Subsidiaries may be in violation of or liable under any
Environmental Law; (vii) none of CSC and Parent and their Significant
Subsidiaries is or has been subject to any orders, decrees, injunctions
or other arrangements with any Governmental Entity, or is subject to any
indemnity or other agreement with any third party, regarding compliance
or liability under any Environmental Law or relating to Hazardous
Substances; (viii) there are no circumstances or conditions involving any
of and CSC and Parent and their Significant Subsidiaries that could
reasonably be expected to result in any claims, liability,
investigations, costs or restrictions on the ownership, use, or transfer
of any property of any of CSC and Parent and their Significant
Subsidiaries pursuant to any Environmental Law; (ix) none of the
properties of any of CSC and Parent and their Significant Subsidiaries
contain or has contained any underground storage tanks or any Hazardous
Substances; (x) none of CSC and Parent and their Significant Subsidiaries
has engaged in any activities involving the generation, use, handling or
disposal of any Hazardous Substances; and (xi) CSC has delivered to the
Company copies of all environmental reports, studies, sampling data,
permits, government filings and other environmental information in its
possession or reasonably available to it relating to any of CSC and
Parent and their Significant Subsidiaries or any of their current or
former properties or operations.

(r) INTELLECTUAL PROPERTY. Each of CSC and Parent and their
Significant Subsidiaries owns, or is licensed or otherwise possesses
legally enforceable rights to use, all Intellectual Property Rights that
are used in the business of CSC, Parent or such Significant Subsidiary as
currently conducted, except for any such failures to own, be licensed or
possess that, individually or in the aggregate, are not reasonably likely
to have a Parent Material Adverse Effect, and to the knowledge of CSC all
Intellectual Property Rights held by CSC and Parent and their Significant
Subsidiaries are valid and subsisting.

(s) PROPERTY. Each of CSC, Parent and their Significant
Subsidiaries has good title to, or a valid leasehold interest in, or
other good and sufficient right to use, all tangible personal properties
and real property interests that are material to the business and
operations of CSC, Parent or such Significant Subsidiary.

(t) CABLE TELEVISION FRANCHISES. (i) Section 5.2(t) of the Parent
Disclosure Letter sets forth all of the cable television systems operated
by CSC, Parent and their Subsidiaries (the "PARENT SYSTEMS"), the name of
the legal entity that owns each such Parent System and holds the
applicable franchise, the identity and ownership interest and
relationship to CSC, Parent and their Subsidiaries, if any, of each owner
of any interest in such legal entity, and the approximate number of
subscribers in each of the Parent Systems' groups (as specified in such
Section of the Parent Disclosure Letter), as of the date of this
Agreement, to be calculated as follows:(x) the total number of households
(exclusive of "second outlets") that are paying for and receiving any
level of cable television service from the Parent Systems in individually
billed residential units and (y) the quotient obtained by dividing the
total billings to all subscribers in commercial venues or bulk-billed
multiple residential units by the average cable service rate charged by
the Parent

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<PAGE>
Systems for the lowest tier of service that includes ESPN, MTV and CNN,
as of March 31, 1997 served by each such Parent System. True, complete
and correct copies of the Cable Franchise Agreements relating to the
Parent Systems of CSC, Parent and their Significant Subsidiaries (the
"PARENT CABLE FRANCHISE AGREEMENTS") have been made available to the
Company. CSC, Parent and their Significant Subsidiaries are in compliance
with the Parent Cable Franchise Agreements in all material respects.

(ii) There exists no fact or circumstance that makes it reasonably
likely that any Parent Cable Franchise Agreement scheduled to expire in
the next five years will not be timely renewed on commercially reasonable
terms. CSC and Parent have filed or caused to be filed with the
appropriate Governmental Entity all appropriate requests for renewal
under the Communications Act within 30 to 36 months prior to the
expiration of each Parent Cable Franchise Agreement. The operation of the
Parent Systems of CSC, Parent and their Significant Subsidiaries has
been, and is, in compliance in all material respects with the rules and
regulations of the FCC and none of CSC or Parent or their Subsidiaries
has received notice from the FCC of any violation of its rules and
regulations by any of CSC or Parent or their Subsidiaries. None of the
applicable franchises for the Parent Systems of CSC, Parent and their
Significant Subsidiaries has been suspended or revoked. Neither CSC nor
Parent nor any of their Subsidiaries has received any notice of any such
possible suspension or revocation, and no such suspension or revocation
is pending or, to the knowledge of CSC, threatened.

(iii) The Parent Systems of CSC, Parent and their Significant
Subsidiaries and all related businesses of CSC, Parent and their
Significant Subsidiaries are, and, while owned by CSC, Parent, their
Significant Subsidiaries or any of their Affiliates, have been, operated
in compliance in all material respects with the Communications Act and
CSC and Parent have submitted or caused to be submitted to the FCC all
material filings, including but not limited to cable television
registration statements, annual reports and aeronautical frequency usage
notices that are required under the rules and regulations of the FCC.

(iv) CSC, Parent and their Significant Subsidiaries have conducted
all system and microwave performance tests and all CLI related tests
applicable to the Parent Systems of CSC, Parent and their Significant
Subsidiaries, and have maintained records which accurately and completely
reflect in all material respects all results required to be shown
thereon. CSC, Parent and their Significant Subsidiaries have corrected
any radiation leakage of the Parent Systems of CSC, Parent and their
Significant Subsidiaries required to be corrected in connection with the
monitoring obligations and have otherwise complied in all material
respects with all applicable CLI rules and regulations. The Parent
Systems are in compliance in all material respects with all signal
leakage criteria set forth in 47 CFR Section 76.611.

(v) For each relevant semi-annual reporting period, CSC and Parent
have timely filed or caused to be filed with the United States Copyright
Office all required Statements of Account in true and correct form, and
has paid when due all required copyright royalty fee payments in the
correct amount, relating to the carriage of television broadcast signals
by the Parent Systems of CSC, Parent and their Significant Subsidiaries.

(vi) Other than requests of network non-duplication and syndicated
exclusivity protection, neither CSC nor Parent nor any of their
Significant Subsidiaries has received any requests, notices or demands,
whether written or oral, from the FCC or any other Governmental Entity,
challenging or questioning the rights of CSC, Parent and their
Significant Subsidiaries to operate the Parent Systems of CSC, Parent and
their Significant Subsidiaries or carry any signal or requesting signal
carriage. All of the broadcast television signals carried by the Parent
Systems of CSC, Parent and their Significant Subsidiaries are carried
either pursuant to the must-carry

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<PAGE>
requirements or pursuant to executed retransmission consent agreements,
accurate, complete and correct copies of which have been made available
to the Company.

(vii) The regulated rates for services and equipment charged by any
Parent System of CSC, Parent and their Significant Subsidiaries,
including the rates for any Migrated Product Tiers, (I) comply in all
material respects with FCC's rules establishing maximum permitted rates
for regulated services and equipment, (II) have been approved by the FCC
under a rate settlement with CSC or Parent or their Significant
Subsidiaries with respect to a Parent System of CSC, Parent and their
Significant Subsidiaries or (III) are subject to an order by the FCC or
other Governmental Entity requiring a Parent System of CSC, Parent and
their Significant Subsidiaries to adjust such rates. CSC or Parent has
made available to the Company accurate, complete, and correct copies of
all FCC rate justification forms and materials (including Forms 393,
1200, 1205, 1210, and 1240) filed with the FCC and any other Governmental
Entity for each of the Parent Systems of CSC, Parent and their
Significant Subsidiaries that are required to file such forms and
materials, and such forms have been filed with the appropriate regulatory
body in compliance in all material respects with all applicable
requirements. CSC or Parent has also made available to the Company an
accurate, complete, and correct copy of any rate settlement agreement
entered into with the FCC affecting any Parent System. Section 5.2(t) of
the Parent Disclosure Letter lists each Parent System of CSC, Parent and
their Significant Subsidiaries and regulated rate that is the subject of
a pending challenge before the FCC or any other Governmental Entity and
the Governmental Entity before which each such challenge is pending.
Section 5.2(t) of the Parent Disclosure Letter lists each Parent System
subject to an order described in subclause (III) above, and the rate
reduction required by each such order.

(viii) CSC or Parent has made available to the Company, to the extent
it possesses them, accurate, complete, and correct copies of each
material inquiry, request for information, report, directive, and similar
communications received by CSC or Parent or any of their Subsidiaries
from the FCC or any other Governmental Entity with respect to any of CSC
or Parent or their Significant Subsidiaries that relates to the
obligations of CSC or Parent or any of their Significant Subsidiaries
with respect to any of the Parent Systems of CSC, Parent and their
Significant Subsidiaries under the Communications Act. CSC or Parent has
also made available to the Company a copy of each written response by CSC
or Parent or any of their Subsidiaries to each such inquiry, request for
information, report, directive, or similar communication.

(u) CONTRACTS. None of CSC or Parent or their Significant
Subsidiaries, nor, to the knowledge of CSC, any other party to any
Contracts to which any of CSC or Parent or their Significant Subsidiaries
is bound or is a party, is (or, with notice or lapse of time or both,
could be) in material breach or default thereof which breaches or
defaults individually or in the aggregate, are reasonably likely to have
a Parent Material Adverse Effect or prevent or materially burden or
materially impair the ability of CSC or Parent or Merger Sub to
consummate the transactions contemplated by this Agreement.

ARTICLE VI

COVENANTS

6.1. CSC INTERIM OPERATIONS. Each of CSC and Parent covenants and agrees
that, after the date hereof and until the consummation of the Contribution
Closing (unless the Company shall otherwise approve, which approval shall not be
unreasonably withheld or delayed), and except as otherwise expressly
contemplated by this Agreement or the Partnership Contribution Agreement:

(a) it shall not (i) issue, sell, pledge, dispose of or encumber any
capital stock owned by it in any of its Significant Subsidiaries to an
Affiliate of CSC or of Parent, except (x) to CSC or any

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wholly owned Subsidiaries of Parent or CSC or (y) pursuant to possible
issuances disclosed in Section 5.2(a) or Section 5.2(c) or in Section
5.2(c) of the Parent Disclosure Letter; (ii) amend its certificate of
incorporation or by-laws, except for the Charter Amendments and for
amendments to Parent's certificate of incorporation that conform to the
certificate of incorporation of CSC and amendments to Parent's by-laws
that conform to the by-laws of CSC and the Stockholders Agreement; (iii)
split, combine or reclassify its outstanding shares of capital stock;
(iv) declare, set aside or pay any dividend or make any distribution
payable in cash, stock or property in respect of any capital stock,
except for dividends (x) payable by any Subsidiary of CSC to its direct
or indirect Subsidiaries or (y) on the Preferred Shares; or (v)
repurchase, redeem or otherwise acquire or permit any of its Subsidiaries
to repurchase, redeem or otherwise acquire any shares of its capital
stock or any securities convertible into or exchangeable or exercisable
for any shares of its capital stock, except pursuant to (x) cancellations
in connection with possible issuances disclosed in Section 5.2(a) or
Section 5.2(c) or in Section 5.2(c) of the Parent Disclosure Letter or
(y) any mandatory sinking funds relating to outstanding debt securities
of CSC;

(b) (i) it shall not sell any property or assets of it to an
Affiliate of it and shall not issue or sell any shares of or securities
convertible into or exchangeable or exercisable for, or options,
warrants, calls, commitments or rights of any kind to acquire any shares
of, its capital stock of any class or any Voting Debt and (ii) none of
its Subsidiaries shall issue, sell, pledge, dispose of or encumber any
shares of, or securities convertible into or exchangeable or exercisable
for, or options, warrants, calls, commitments or rights of any kind to
acquire any shares of, its capital stock of any class or any Voting Debt
or any other property or assets to an Affiliate of CSC or Parent, except,
in either of the cases set forth in (i) and (ii) above, (x) to any wholly
owned Subsidiaries of Parent or CSC or (y) pursuant to possible issuances
disclosed in Section 5.2(a) or Section 5.2(c) or in Section 5.2(c) of the
Parent Disclosure Letter;

(c) it shall not engage in an Acquisition Transaction (as defined in
the Stockholders Agreement) that would cause the condition set forth in
Section 7.4(f) not to be satisfied; and

(d) neither it nor any of its Subsidiaries will authorize or enter
into any binding agreement or make any binding commitment (whether oral
or written) to take any of the types of action described in the foregoing
paragraphs (a), (b) and (c).

6.2. CONTRIBUTED SYSTEMS INTERIM OPERATIONS. The Company covenants and
agrees that, from and after the execution and delivery of this Agreement until
the consummation of the Contribution Closing, except as otherwise expressly
contemplated in this Agreement: (i) the business of each of the Contributed
Entities and Contributed System Entities with respect to the Contributed Systems
shall be conducted in the ordinary and usual course of business, and, to the
extent consistent therewith, the Company shall use all reasonable best efforts
to preserve each of the Contributed Entities' and each of the Contributed
Systems Entities' business organization intact and maintain the Contributed
Systems' existing relations and goodwill with customers, suppliers,
distributors, subscribers, creditors, lessors, employees and business
associates; and (ii) the Company shall, and shall cause each of the Contributed
Entities and, with respect to the Asset Contributed Systems, the Contributed
System Entities to, operate in all material respects in accordance with the 1997
operating and capital budget plan relating to the Contributed Systems (the "1997
BUDGET") and, in calendar year 1998, the 1998 operating and capital budget plan
relating to the Contributed Systems (which shall be the same in all material
respects as the 1997 Budget, unless Parent shall otherwise approve in writing),
a copy of which has been or will be, as the case may be, provided to CSC,
including by making or causing to be made all capital expenditures as set forth
therein. The Company shall, and shall cause each of the Contributed Entities
and, with respect to the Asset Contributed Systems, the Contributed System
Entities to, keep in effect all of the Contributed System Cable Franchise
Agreements and shall not, and shall cause each of the Contributed Entities and,
with respect to the Asset Contributed Systems, the Contributed System Entities
not to, abandon, avoid, dispose, surrender or amend the terms of any such
agreements except for causing assignments thereof as required to effect the
Company Restructuring. The

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Company further covenants and agrees that it shall procure that each of the
Contributed Entities and, with respect to the Asset Contributed Systems, the
Contributed System Entities shall not, after the date hereof and prior to the
Contribution Closing (unless Parent shall otherwise approve in writing, which
approval shall not be unreasonably withheld or delayed), except as otherwise
expressly contemplated in this Agreement:

(a) sell, lease, transfer or otherwise dispose of any material
assets or property (tangible or intangible) of any of the Contributed
Entities or of any of the Contributed Entities and, with respect to the
Asset Contributed Systems, the Contributed System Entities other than
assets or property disposed of in the ordinary course of business that
are obsolete and no longer used in the operation of the Contributed
Systems or that are replaced by similar assets or property of equal or
greater value and utility; waive or release any rights of material value
relating to the business of any of the Contributed Entities or of the
Asset Contributed Systems; or cancel, compromise, release or assign any
material debt or claim related to the business of any of the Contributed
Entities or relating to the business of any of the Asset Contributed
Systems, in each case except in the ordinary and usual course of
business;

(b) subject to or suffer to exist any Lien on any of the assets of
any of the Contributed Entities or on any of the assets of the Asset
Contributed Systems outside of the ordinary and usual course of business,
other than those (i) Liens reflected or reserved for in the Financial
Statements or in the Closing Balance Sheet to the extent so reflected or
reserved, (ii) Liens for Taxes, assessments and other governmental
charges not yet due and payable or due but not delinquent or being
contested in good faith by appropriate proceedings and (iii) Liens that
would not be material to the business of any of the Contributed Systems
or restrict in any material way the conduct of such business
(collectively, "CONTRIBUTED SYSTEMS PERMITTED LIENS");

(c) institute, settle or agree to settle any litigation, action or
proceeding before any court or Governmental Entity that could impose any
material obligations or restrictions on any of the Contributed Entities
or on any of the Asset Contributed Systems following the Contribution
Closing or prevent or materially burden or materially impair the ability
of the Company to consummate the Contribution and the other transactions
contemplated hereby;

(d) except in the ordinary and usual course of business, make any
material change in the overall selling, pricing, advertising,
distribution, marketing, programming, affiliation, warranty or personnel
practices relating to any Contributed System;

(e) other than bonuses that will not be the responsibility of or
require any payment by Parent or any of its Subsidiaries (including,
after the Contribution Closing, the Contributed Entities), grant any
increase in compensation or fringe benefits (other than compensation
increases made in the ordinary and usual course of business, and related
changes in fringe benefits of any Employees or other Person) or pay or
agree to pay any pension or retirement allowance, life insurance premiums
or other benefit payments not required by any existing employment
agreement or Compensation and Benefit Plan to any such Employees or other
Person, commit itself to make variations in or waivers with respect to,
or amend in any respect, any employment agreement or Compensation and
Benefit Plan with or for the benefit of any Employee or other Person, or
institute or adopt any compensation or benefit program, plan or
arrangement for Employees or other Persons;

(f) (i) issue, sell, pledge, dispose of or encumber any capital
stock owned by it in any of the Contributed Entities, except to the
Company or any of its Subsidiaries; (ii) amend any of the Contributed
Entities' respective certificates of incorporation, by-laws or similar
organizational documents; (iii) split, combine or reclassify its
outstanding shares of capital stock; or (iv) repurchase, redeem or
otherwise acquire any shares of the Contributed Entities' capital stock
or any securities convertible into or exchangeable or exercisable for any
shares of any Contributed Entities' capital stock (other than capital
stock or securities owned by a Contributed Entity);

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(g) (i) issue, sell, dispose of or otherwise subject to a Lien, or
authorize or propose the issuance, sale, disposition or subjection to a
Lien of, any shares of, or securities convertible into or exchangeable or
exercisable for, or options, warrants, conversion rights, calls,
commitments or rights of any kind to acquire, any shares of any of the
Contributed Entities' capital stock of any class or any other property or
assets of any of the Contributed Entities or the Asset Contributed
Systems or give any Person a right to subscribe for or acquire any shares
of capital stock or other equity interest of any of the Contributed
Entities; or (ii) by any means, make any acquisition of, or investment
in, stock or equity of any other Person or, other than in the ordinary
course of business, acquire or invest in any assets of any Person other
than a Contributed System Entity or Contributed Entity;

(h) terminate, establish, adopt, enter into, make any new grants or
awards under, amend or otherwise modify, any Compensation and Benefit
Plan;

(i) permit any insurance policy naming it as a beneficiary or a loss
payable payee to be canceled or terminated or any of the coverage
thereunder to lapse, unless simultaneously with such termination or
cancellation replacement policies providing substantially the same
coverage are in full force and effect;

(j) in any material respect, amend or modify the 1997 Budget or,
when applicable, the operating and capital budget plan for 1998;

(k) enter into any Contracts that would be binding upon or otherwise
restrict the business or operations of any of the Contributed Entities or
any of the Asset Contributed Systems after the Contribution Closing
(other than Contracts that are fair to and on commercially reasonable
terms for such Contributed Entity or such Asset Contributed System);

(l) declare or distribute any cash dividend or other distribution of
the Fibertech Cash other than to a Contributed Entity; or

(m) authorize or enter into any binding agreement or make any binding
commitment (whether oral or written) to take any of the types of action
described in the foregoing paragraphs (a) through (l).

6.3. INFORMATION SUPPLIED. TCI and CSC each agrees, as to itself and its
Subsidiaries, that none of the information supplied or to be supplied by it or
its Subsidiaries for inclusion or incorporation by reference in (i) the
Registration Statement on Form S-4 to be filed with the SEC by Parent in
connection with the issuance of shares of Parent Common Stock in the Merger
(including the proxy statement and prospectus (the "PROSPECTUS/PROXY STATEMENT")
constituting a part thereof) (the "S-4 REGISTRATION STATEMENT") will, at the
time the S-4 Registration Statement becomes effective under the Securities Act,
contain any untrue statement of a material fact or omit to state any material
fact required to be stated therein or necessary to make the statements therein,
in light of the circumstances under which they were made, not misleading, and
(ii) the Prospectus/Proxy Statement and any amendment or supplement thereto
will, at the date of mailing to stockholders and at the times of the meetings of
stockholders of CSC to be held in connection with the Merger and the other
transactions contemplated hereby, contain any untrue statement of a material
fact or omit to state any material fact required to be stated therein or
necessary in order to make the statements therein, in light of the circumstances
under which they were made, not misleading.

6.4. STOCKHOLDERS MEETING; PARENT VOTE ON REORGANIZATION;
RECOMMENDATION. CSC will take, in accordance with applicable law and its
certificate of incorporation and by-laws, all action necessary to convene a
meeting of holders of Shares (the "STOCKHOLDERS MEETING") as promptly as
practicable after the S-4 Registration Statement is declared effective to
consider and vote upon the approval and adoption of this Agreement and, if
applicable, the issuance of Parent Common Stock pursuant to the Contribution.
Subject to fiduciary obligations under applicable law, each of CSC's and the
Parent's board of directors shall recommend such approval and shall take all
lawful action to solicit such approval.

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6.5. FILINGS; OTHER ACTIONS; NOTIFICATION. (a) CSC and Parent shall
promptly prepare and file with the SEC the Prospectus/Proxy Statement and shall
prepare and file with the SEC the S-4 Registration Statement as promptly as
practicable. CSC and TCI shall use all reasonable efforts to have the S-4
Registration Statement declared effective under the Securities Act as promptly
as practicable after such filing, and promptly thereafter mail the
Prospectus/Proxy Statement to the stockholders of CSC. CSC shall also use its
reasonable efforts to obtain prior to the effective date of the S-4 Registration
Statement all necessary state securities law or "blue sky" permits and approvals
required in connection with the Merger and will pay all expenses incident
thereto.

(b) TCI on the one hand and CSC and Parent on the other hand shall cooperate
with each other and use (and shall cause their respective Subsidiaries to use)
all reasonable best efforts to take or cause to be taken all actions, and do or
cause to be done all things, necessary, proper or advisable on its part under
this Agreement and applicable Laws to cause to be satisfied all of the
conditions set forth in Article VII and to consummate and make effective each of
the Transactions and the other transactions contemplated by this Agreement as
soon as practicable, including preparing and filing as promptly as practicable
all documentation to effect all necessary notices, reports and other filings and
to obtain as promptly as practicable all consents, registrations, approvals,
permits and authorizations necessary or advisable to be obtained from any third
party and/or any Governmental Entity in order to consummate each of the
Transactions or any of the other transactions contemplated by this Agreement and
responding as promptly as practicable to any inquiries received from any
Governmental Entity in connection therewith. TCI and CSC and Parent shall use
their respective reasonable best efforts to overcome any objections that may be
raised by any Governmental Entity to the consummation of the Contribution and
the other transactions contemplated by this Agreement. In this regard, TCI
agrees that it shall agree to such modifications to or relinquishments of its
governance rights (including voting, consent and board representation rights) as
may be required to overcome any such objections; PROVIDED, that if TCI agrees to
modify or relinquish any governance right, CSC and Parent shall provide
contractual rights that approximate as nearly as reasonably practicable the
governance rights modified or relinquished. Neither TCI nor CSC or Parent shall
be required to make any change in the operations or activities of its or its
Subsidiaries' business (or material assets employed therein) if such change
would be materially adverse to TCI and its Subsidiaries, taken as an entirety,
or to CSC or Parent and its Subsidiaries, taken as an entirety, as the case may
be, or to their respective cable television businesses, taken as an entirety, or
their respective programming businesses, taken as an entirety, or to any of
their respective Significant Subsidiaries or any business (within the meaning of
Rule 11-01(d) of Regulation S-X promulgated under the Exchange Act) that, if it
were a Subsidiary, would be a Significant Subsidiary (it being agreed and
understood that any change that would prevent, modify or terminate any
contractual relationships among any of the parties hereto or any of their
respective Affiliates entered into after May 1, 1997 (excluding the agreements
contemplated in this Agreement) shall not be deemed to be materially adverse).
Subject to applicable laws relating to the exchange of information, CSC, Parent
and TCI each shall have the right to review in advance, and to the extent
practicable each will consult the other on, all the information relating to CSC,
Parent or TCI, as the case may be, and any of their respective Subsidiaries,
that may appear in any filing made with, or written materials submitted to, any
third party and/or any Governmental Entity in connection with each of the
Transactions and the other transactions contemplated by this Agreement. In
exercising the foregoing right, each of TCI, CSC and Parent shall act reasonably
and as promptly as practicable.

(c) TCI, CSC and Parent each shall, upon request by the other, furnish the
other with all information concerning itself, its Subsidiaries, directors,
officers and stockholders and such other matters as may be reasonably necessary
or advisable in connection with the Prospectus/Proxy Statement, the S-4
Registration Statement or any other statement, filing, notice or application
made by or on behalf of CSC, Parent, TCI or any of their respective Subsidiaries
to any third party and/or any Governmental Entity in connection with each of the
Transactions and the other transactions contemplated by this Agreement.

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(d) TCI and CSC and Parent each shall keep the other apprised of the status
of matters relating to completion of the transactions contemplated hereby,
including promptly furnishing the other with copies of notice or other
communications received by CSC or Parent or TCI, as the case may be, or any of
its Subsidiaries, from any third party and/or any Governmental Entity with
respect to the Transactions and the other transactions contemplated by this
Agreement. The Company and CSC each shall give prompt notice to the other of any
change that is reasonably likely to result in a Contributed Systems Material
Adverse Effect or Parent Material Adverse Effect, respectively.

(e) As soon as practicable after the date hereof but in no event later than
75 days after the date of the Original Agreement, the Company shall prepare and
deliver or cause to be prepared and delivered to CSC audited financial
statements and unaudited financial statements (collectively, the "PROXY
FINANCIAL STATEMENTS") for the combined operations of the Contributed Systems in
form and substance as is required in connection with the Prospectus/Proxy
Statement and the S-4 Registration Statement. The Proxy Financial Statements
shall be prepared under the supervision of the audit partner of KPMG Peat
Marwick who is in charge of the CSC audit and in cooperation and consultation
with CSC and its Representatives. CSC and the Company shall each be responsible
for one-half of the costs and reasonable expenses associated with the audit and
preparation required under this paragraph; PROVIDED, that if the Contribution
Closing is not consummated other than as a result of a breach or default by CSC,
Parent or Merger Sub, the Company shall be responsible and pay or reimburse all
of such costs and expenses.

6.6. TAXATION. Neither CSC, Parent or Merger Sub nor TCI shall take or
cause to be taken any action, whether before or after the Effective Time, that
would cause the Merger, the Contribution or, if applicable, the Partnership
Contribution not to qualify as an exchange governed by Section 351 of the Code.

6.7. ACCESS. Upon reasonable notice, and except as may otherwise be
required by applicable law, TCI and CSC and Parent each shall (and shall cause
its Subsidiaries to) afford the other's officers, employees, counsel,
accountants and other authorized representatives ("REPRESENTATIVES") access,
during normal business hours throughout the period prior to the consummation of
the Contribution Closing, to its properties, books, contracts and records and,
during such period, each shall (and shall cause its Subsidiaries to) furnish
promptly to the other all information concerning its business, properties and
personnel as may reasonably be requested, PROVIDED that no investigation
pursuant to this Section shall affect or be deemed to modify any representation
or warranty made by the Company, CSC, Parent or Merger Sub, and PROVIDED,
FURTHER, that the foregoing shall not require TCI or CSC or Parent to permit any
inspection, or to disclose any information, that in the reasonable judgment of
TCI or CSC or Parent, as the case may be, would result in the disclosure of any
trade secrets of third parties or violate any of its obligations with respect to
confidentiality if TCI or CSC or Parent, as the case may be, shall have used
reasonable best efforts to obtain the consent of such third party to such
inspection or disclosure. All requests for information made pursuant to this
Section shall be directed to an executive officer of the Company or CSC or
Parent, as the case may be, or such Person as may be designated by any of its
officers, as the case may be. All such information shall be governed by the
terms of the Confidentiality Agreement.

6.8. CERTAIN CONTRACTS. The Company agrees to take such action as
necessary so that at the Contribution Closing none of the Contributed Entities
is a party or Contributed Systems is subject to or bound by any programming,
affiliation or similar Contracts except as CSC may approve in writing prior to
the Contribution Closing Date or as set forth on Section 5.1(n) of the Company
Disclosure Letter.

6.9. STOCK EXCHANGE LISTING AND DE-LISTING. CSC and Parent shall use their
respective best reasonable efforts to cause the shares of Parent Common Stock to
be issued in the Merger and pursuant to the Contribution (including any shares
of Parent Common Stock issuable upon conversion, exercise or exchange of
securities of Parent) to be approved for listing on the AMEX subject to official
notice of issuance, prior to the Closing Date. The Surviving Corporation shall
use its best efforts to cause the CSC

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Class A Shares to be de-listed from the AMEX and de-registered under the
Exchange Act as soon as practicable following the Effective Time.

6.10. PUBLICITY. The initial press release regarding the Contribution
shall be a joint press release by CSC and TCI, and the initial press release(s)
regarding the Partnership Contribution, the Reorganization and/or the Merger
shall be a press release by CSC, and thereafter TCI and CSC and Parent each
shall consult with each other prior to issuing any press releases or otherwise
making public announcements with respect to the Contribution and prior to making
any filings with any third party and/or any Governmental Entity (including any
national securities exchange) with respect thereto, except as may be required by
law or by obligations pursuant to any listing agreement with or rules of any
national securities exchange.

6.11. BENEFITS; BOARD REPRESENTATION; EMPLOYEES.

(a) STOCK OPTIONS; CONJUNCTIVE RIGHTS.

(i) At the Effective Time, each outstanding option to purchase Shares (a
"CSC OPTION") under the CSC Stock Plans, whether vested or unvested, shall be
deemed to constitute an option to acquire, on the same terms and conditions as
were applicable under such CSC Option, the same number of shares of Parent
Common Stock subject to the CSC Option and at the same exercise price in effect
immediately prior to the Effective Time. In addition, each of the outstanding
"conjunctive stock appreciation rights" and "bonus award shares" of CSC (as
described in the CSC Reports), whether vested or unvested, shall, at the
Effective Time be deemed to constitute a conjunctive stock appreciation right or
bonus award share of Parent, as the case may be, on the same terms and
conditions as were applicable under such conjunctive stock appreciation right or
bonus award share of CSC, as the case may be, as in effect immediately prior to
the Effective Time.

(ii) Effective at the Effective Time, Parent shall assume each CSC Option
and conjunctive stock appreciation right or bonus award share of CSC in
accordance with the terms of the CSC Stock Plans and other arrangements, as the
case may be, under which it was issued and the stock option agreement or other
agreement, as the case may be, by which it is evidenced. At or prior to the
Effective Time, Parent shall take all corporate action necessary to reserve for
issuance a sufficient number of shares of Parent Common Stock for delivery upon
exercise of CSC Options assumed by it in accordance with this Section. As soon
as practicable after the Effective Time, Parent shall file a registration
statement on Form S-3 or Form S-8, as the case may be (or any successor or other
appropriate forms), or another appropriate form with respect to the Parent
Common Stock subject to such CSC Options, and shall use its best efforts to
maintain the effectiveness of such registration statements (and maintain the
current status of the prospectus or prospectuses contained therein) for so long
as such CSC Options remain outstanding.

(b) Election to Parent's Board of Directors. Effective as of the Effective
Time, CSC shall cause two persons to be designated by TCI as soon as reasonably
practicable after the date hereof and no later than prior to the substantial
completion of the Proxy Statement/Prospectus to be appointed to Parent's board
of directors as designees of the Parent Class B Shares as contemplated by the
Stockholders Agreement.

(c) Employees. (i) Parent or CSC may, but shall have no obligation to,
employ or offer employment to any employee engaged in the business of a
Contributed System, including employees engaged in advertising sales for a
Contributed System. Not less than 120 days (or such later date as the Company
and CSC may mutually agree) after the date of this Agreement, CSC shall provide
the Company a list, which may be updated by CSC from time to time to reflect
changes in employees or staffing after such date (provided such updates are not
material overall), of employees who will be offered employment after the Closing
Date (the "HIRED EMPLOYEES"). CSC shall coordinate the hiring procedures
relating to such Hired Employees with the Company.

(ii) The Company will pay or cause to be paid to all employees employed in
the Contributed Systems all compensation, including salaries, commissions,
bonuses, deferred compensation, severance, insurance, pensions, profit sharing,
vacation (other than vacation and sick leave which is allowed to be carried over

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pursuant to Section 6.11(c)(iii)), sick pay and other compensation or benefits
to which they are entitled for periods prior to the Contribution Closing,
including, without limitation, all amounts, if any, payable on account of the
termination of their employment. The Company agrees to cooperate in all
reasonable respects with CSC to allow CSC to evaluate and interview employees of
the Contributed Systems to make hiring decisions.

(iii) The Company will remain solely responsible for, and will indemnify and
hold harmless Parent and CSC from and against all losses arising from or with
respect to, all salaries and all severance, vacation, medical, sick, holiday,
continuation coverage and other compensation or benefits to which its employees
may be entitled, whether or not such employees may be hired by CSC, as a result
of their employment by it prior to the Contribution Closing, the termination of
their employment prior to the Contribution Closing, the obligation, if any, to
notify and/or bargain with any labor organization, the consummation of the
transactions contemplated hereby or pursuant to any applicable legal requirement
(including without limitation WARN) or otherwise relating to their employment
prior to the Closing Time. All Hired Employees shall be entitled to carry
forward all accrued vacation and sick leave limited to the maximum amount to be
carried forward under Parent's standard policies.

(iv) Parent shall after the Contribution Closing provide employee benefit
plans, programs and policies to Hired Employees that, in the aggregate, will
provide benefits to such employees that are no less favorable in the aggregate
than those provided to similarly situated employees of Parent and its
Subsidiaries. Hired Employees of the Contributed System Entities and the
Contributed Entities shall be given credit for all service with the Company, the
Contributed System Entities and the Contributed Entities, or with any prior
owner or operator of a Contributed System to the extent that such employee
received time and grade credit from the Company, the Contributed System Entities
and the Contributed Entities, under all employee benefit plans, programs and
policies (including any bonus program) of Parent and its Subsidiaries in which
they become participants for purposes of eligibility and vesting but not for
purposes of benefit accrual. Notwithstanding the foregoing, the requirements of
this subsection (c)(iv) shall not apply to employees who are covered by a
collective bargaining agreement.

(v) Effective as of the Contribution Closing, all Hired Employees shall
cease to be covered by the Company's employee welfare benefit plans, including
plans, programs, policies and arrangements which provide medical and dental
coverage, life and accident insurance, disability coverage, and vacation and
severance pay (collectively, "WELFARE PLANS") and all other employee benefit
plans of the Company.

(vi) All claims and obligations under, pursuant to, or in connection with,
any Welfare Plan or other employee benefit plan of the Company affecting
employees of the Company or any of its Subsidiaries, including any Hired
Employee, incurred on or before the Contribution Closing or resulting or arising
from events or occurrences commencing or occurring on or before the Contribution
Closing will remain the responsibility of the Company. The Company shall retain
all obligations for payment of long- or short-term disability claims arising
from disabilities that occurred prior to the Contribution Closing and up until
such time as the employee returns to work with one of the Contributed Systems.
Parent shall be responsible for payment of long and short-term disability claims
that arise from disabilities that occur after the Contribution Closing, or any
claims of a Hired Employee after such employee has returned to work with one of
the Contributed Systems, on a full-time, unrestricted basis for at least 30
days.

(vii) If Parent or any of its Subsidiaries discharges any Hired Employee
prior to 60 days following the Contribution Closing, Parent shall pay such
discharged Hired Employee the severance benefits that would have been payable by
the Company if such discharge had occurred prior to the Contribution Closing and
the Company shall reimburse Parent and its Subsidiaries for all claims and
obligations for any and all such benefits. Any claims or obligations arising in
connection with any discharges of any Hired Employees after such date shall be
the responsibility and obligation of the Parent and its Subsidiaries and not of
the Company or its Subsidiaries.

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6.12. EXPENSES. The Surviving Corporation shall pay all charges and
expenses in connection with the transactions contemplated in Article IV, and
Parent shall reimburse the Surviving Corporation for such charges and expenses.
Except as otherwise provided in Section 6.5(e) and Section 9.10, whether or not
any of the Transactions are consummated, all costs and expenses incurred in
connection with this Agreement and the Transactions and the other transactions
contemplated by this Agreement shall be paid by the party incurring such
expense.

6.13. INDEMNIFICATION; DIRECTORS' AND OFFICERS' INSURANCE. (a) From and
after the Effective Time, Parent shall indemnify and hold harmless, to the
fullest extent permitted under applicable law (and Parent shall also advance
expenses as incurred to the fullest extent permitted under applicable law;
PROVIDED the Person to whom expenses are advanced provides an undertaking to
repay such advances if it is ultimately determined that such Person is not
entitled to indemnification), each present and former director and officer of
CSC and its Subsidiaries (collectively, the "D&O INDEMNIFIED PARTIES") against
any costs or expenses (including reasonable attorneys' fees), judgments, fines,
losses, claims, damages or liabilities (collectively, "COSTS") incurred in
connection with any claim, action, suit, proceeding or investigation, whether
civil, criminal, administrative or investigative, arising out of or pertaining
to matters existing or occurring at or prior to the Effective Time, whether
asserted or claimed prior to, at or after the Effective Time to the fullest
extent that CSC or such Subsidiary would have been permitted as of the date
hereof to indemnify such person.

(b) Any D&O Indemnified Party wishing to claim indemnification under
paragraph (a) of this Section 6.13, upon learning of any such claim, action,
suit, proceeding or investigation, shall promptly notify Parent thereof, but the
failure to so notify shall not relieve Parent of any liability it may have to
such D&O Indemnified Party except to the extent that such failure materially
prejudices the indemnifying party. In the event of any such claim, action, suit,
proceeding or investigation (whether arising before or after the Effective
Time), any D&O Indemnified Party may retain counsel satisfactory to him or her,
and Parent or the Surviving Corporation shall pay all reasonable fees and
expenses of such counsel for the D&O Indemnified Party promptly as statements
therefor are received. Parent and the Surviving Corporation will cooperate and
assist in the defense of any such matter. If such indemnity is not available
with respect to any D&O Indemnified Party, then the Surviving Corporation and
the D&O Indemnified Party shall contribute to the amount payable in such
proportion as is appropriate to reflect relative faults and benefits.

(c) The Surviving Corporation or Parent shall maintain CSC's officers' and
directors' liability insurance ("D&O INSURANCE") on substantially the same terms
as in existence on the date hereof for a period of six years after the Effective
Time so long as such insurance can be obtained on commercially reasonable terms.
Prior to the Effective Time, Parent shall enter into indemnification agreements
with its officers and directors on the same terms and conditions as those
contained in the indemnification agreements of the officers and directors of CSC
as of the date hereof.

(d) The provisions of this Section are intended to be for the benefit of,
and shall be enforceable by, each of the D&O Indemnified Parties, their heirs
and their representatives.

6.14. PREFERRED SHARES. Prior to the Effective Time, CSC and Parent shall
enter into such agreements or other documents as required under the respective
certificates of designation of the Preferred Shares, as may be amended, to give
effect to the consummation of the Merger and, if applicable, the Charter
Amendments.

6.15. OTHER ACTIONS BY THE PARTIES. (a) TERMINATION OF AFFILIATED
AGREEMENTS. Prior to the Contribution Closing, the Company shall take all
actions necessary or appropriate so that the Contributed Entities and the Asset
Contributed Systems, without any payment or transfer of value to any of the
Company or any of its Subsidiaries, shall not be subject to and shall have no
debt, liability, commitment or other obligation of any kind whatsoever, whether
known or unknown, choate or inchoate, secured or unsecured, accrued, fixed,
absolute, contingent or otherwise, and whether due or to become due, to the
Company or any of its Affiliates after the Contribution Closing (including (i)
all borrowing and Contracts between (x) the

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Contributed Entities or any of the Asset Contributed Systems and (y) the Company
or its Affiliates and (ii) any obligations to pay dividends or other
distributions to the Company or any of its Affiliates), in all cases other than
as expressly set forth on Section 6.15(a) of the Company Disclosure Letter and
other than solely among the Contributed Entities.

(b) STOCKHOLDERS AGREEMENT. At or prior to the Contribution Closing,
Parent and TCI shall execute and deliver the Stockholders Agreement.

(c) OTHER TRANSACTIONS. In addition, CSC, Parent and the Surviving
Corporation shall consummate and cause to be consummated the following
transactions:

(i) At the Merger Closing and effective immediately after the
Effective Time, Parent shall amend its certificate of incorporation to
change its name to "Cablevision Systems Corporation".

(ii) Following the Contribution Closing, the Reorganization may be
consummated in accordance with the terms and conditions of the
Reorganization Agreement.

(d) CERTAIN INTELLECTUAL PROPERTY. The Company and TCI agree that Parent
shall have (A) the right, for a period of 120 days following the date of the
Contribution Closing, to the reasonable use of any Intellectual Property Rights
of the Company and TCI relating to the businesses of the Contributed Entities
and the Asset Contributed Systems including signs, purchase orders, invoices,
brochures, labels, letterheads or billing documents and (B) the right (I) for a
period of 120 days following the date of the Contribution Closing, to the extent
reasonably required in connection with the conduct of their businesses after
such date, to include a statement indicating that, prior to being acquired by
Parent, the businesses of the Contributed Entities and the Asset Contributed
Systems were conducted under their respective corporate names prior to the
Contribution Closing and (II) to the extent required by applicable law, to
indicate by footnote or other similar device that information concerning prior
financial or operating performance results or other similar historical
information about the Contributed Systems arose when they conducted their
respective businesses under their respective corporate or business names prior
to the Contribution Closing.

(e) CERTAIN ENVIRONMENTAL MATTERS. Notwithstanding anything to the
contrary in this Agreement, the Company shall protect, defend, indemnify and
hold harmless Parent, CSC and their principals, shareholders, directors,
officers, affiliates, agents, and employees ("INDEMNIFIED PARTIES"), from and
against any and all claims, demands, losses, expenses, damages, liabilities,
fines, penalties, charges, administrative and judicial proceedings, orders,
judgments, remedial action requirements, investigations, property or personal
injury claims, natural resource damage claims, enforcement actions and all costs
and expenses incurred in connection therewith (including reasonable attorneys'
fees and expenses) arising under or relating to any Environmental Laws and
asserted by any Person other than any of the Indemnified Parties in connection
with any release or contamination ("PRE-EXISTING CONTAMINATION") involving
Hazardous Substances (whether in soil, water, air or structures) that at or
prior to the Contribution Closing existed at or emanated from property owned by
UA-Columbia Cablevision of Westchester, Inc. generally known as 604-612 Fayette
Avenue and 605-609 Center Avenue in Mamaroneck, New York excluding only
environmental liabilities (i) for which a Contributed Subsidiary is able to
recover under the September 1, 1988 agreement between George and Brenda Lane,
UA-Columbia Cablevision of Westchester, Inc., Electro-Materials Corp. of America
and Rohm and Haas Company or (ii) that are not attributable to Pre-Existing
Contamination. This indemnity shall survive indefinitely and shall be binding
upon the successors and assigns of the Company, Parent and CSC. To the extent
that the Company shall have indemnified any of the Indemnified Parties pursuant
to this Section 6.15(e), the Company shall have a right of subrogation as to
claims that the Indemnified Parties may have against any other Person, and the
Indemnified Parties shall assign to the Company their rights against such other
Person.

(f) FURTHER ACTIONS. The Company, Parent and the Surviving Corporation
shall enter into, file and perform all such agreements, indentures, charter
amendments, certificates of designation, documents,

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certificates, stockholder and director consents and such other instruments as
are required, advisable or desirable in order to give full effect to this
Section 6.15 and to the Partnership Contribution in accordance with the
Partnership Contribution Agreement.

6.16. PARENT, CSC AND THE COMPANY VOTES. Parent, CSC and the Company shall
vote (or consent with respect to) or cause to be voted (or a consent to be given
with respect to) any shares of capital stock of Merger Sub, the Surviving
Corporation and Parent, respectively, beneficially owned by it or any of its
Affiliates or with respect to which it or any of its Affiliates has the power
(by agreement, proxy or otherwise) to cause to be voted (or to provide a
consent), in favor of the adoption and approval of this Agreement and any and
all of the Transactions at any meeting of stockholders of CSC, Parent, Merger
Sub or the Surviving Corporation at which this Agreement and/or any or all of
the Transactions shall be submitted for adoption and approval and at all
adjournments or postponements thereof (or, if applicable, by any action of
stockholders of CSC, Parent, Merger Sub or the Surviving Corporation by consent
in lieu of a meeting).

6.17. RELEASED INDEBTEDNESS AND FIBERTECH CASH; COMPANY RESTRUCTURING; TAX
SHARING; SURETY LIABILITIES; AND DISCLOSURE UPDATES: (a) RELEASED INDEBTEDNESS
AND FIBERTECH CASH. Without limiting the generality of any other provisions of
this Agreement, prior to the Contribution Closing the Company shall take any and
all actions necessary or appropriate so that the Contributed Entities shall have
no, and the Asset Contributed Systems shall not be subject to or encumbered by
any, outstanding Indebtedness as of the Contribution Closing, in both cases
other than (I) an aggregate amount of debt for borrowed money, including in such
amount the principal of such debt and any interest accrued thereon and fees and
other amounts payable in respect thereof, not to exceed (assuming payment in
full at the Contribution Closing) $669,000,000 (the "ASSUMED COMPANY DEBT") at
the consummation of the Contribution Closing, (II) Liabilities not material in
amount and accounted for in Section 3.4. and (III) any debt obligations or other
liabilities solely among the Contributed Entities. The Assumed Company Debt will
be due and payable in full as of the Contribution Closing and the parties agree
that, notwithstanding any other provision of this Agreement to the contrary: (i)
the existence of the Assumed Company Debt, or the occurrence of a default
thereunder as a result of the Contribution, shall not cause the Company to be in
breach or default of any of its representations, warranties, covenants or
agreements in this Agreement; and (ii) CSC or Parent, as of the Contribution
Closing, shall pay or cause to be paid the Assumed Company Debt in full, or
shall cause the Company and any of its Affiliates (other than Parent and its
Subsidiaries, including, after the Contribution Closing, the Contributed
Entities) that are liable (directly or contingently) for payment of the Assumed
Company Debt to be unconditionally released from any liability with respect to
the Assumed Company Debt. In the event that the Company or any of its
Subsidiaries receive any cash ("Fibertech Cash") in respect of any prepayments
of the Facilities Lease Agreement dated June 1, 1995 between TKR Cable Company
(Owner) and New Jersey Fiber Technologies (Operator), the Company shall cause
all such cash to remain as and be included as an asset of the Contributed
Entities and Asset Contributed Systems up to and through the Contribution
Closing.

(b) COMPANY RESTRUCTURING. Prior to the Contribution Closing, the Company
shall take or cause to be taken the actions described in Section 6.17(b) of the
Company Disclosure Letter (the "COMPANY RESTRUCTURING"), so that, immediately
prior to the Contribution Closing, all of the Asset Contributed Systems will be
owned by the Contributed System Entities, all of the Included Contributed
Systems will be owned by the Contributed Entities and all of the outstanding
capital stock of the Contributed Entities will be owned by the Company or one or
more of its Subsidiaries. The Company covenants and agrees that none of the
actions taken by it or any of its Affiliates in connection with the Company
Restructuring shall cause a breach or default by the Company of any of its
representations, warranties, covenants or agreements in this Agreement.

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(c) TAX SHARING AGREEMENTS. Any obligations and Contracts disclosed on
Section 5.1(l) of the Company Disclosure Letter shall be terminated as of
immediately prior to the Contribution Closing without subjecting any Contributed
Entity or any Asset Contributed System to any liability.

(d) SURETY LIABILITIES. Prior to the Contribution Closing, the Company
shall take any and all actions necessary or appropriate so that the Contributed
Entities shall have no outstanding Surety Liabilities (or obligations to incur
Surety Liabilities) and so that the Asset Contributed Systems shall not be
encumbered by or subject to any outstanding Surety Liabilities (or obligations
to incur Surety Liabilities), in both cases, other than an aggregate amount not
to exceed $10,000,000 and other than Liabilities accounted for in Section 3.4.
CSC or Parent shall cause the Company and any of its Affiliates including the
Contributed System Entities (other than Parent and its Subsidiaries, including,
after the Contribution Closing, the Contributed Entities) that are liable
(directly or contingently) under the Surety Liabilities to be unconditionally
released from any liability with respect to the Surety Liabilities.

(e) DISCLOSURE UPDATES AND SUPPLEMENTS. On the third business day before
the Closing Date, the Company shall deliver to Parent a supplement to the
Company Disclosure Letter as of such date, which supplement shall reflect the
consummation of the Company Restructuring but shall not, except as otherwise
expressly noted in this Agreement, be deemed to modify in any respect the
Company Disclosure Letter.

ARTICLE VII
CONDITIONS TO MERGER AND CONTRIBUTION

7.1. CONDITIONS TO OBLIGATIONS TO EFFECT THE MERGER. The respective
obligations of CSC, Parent and Merger Sub to effect the Merger are subject to
the satisfaction or waiver by CSC at or prior to the Effective Time of each of
the following conditions:

(a) STOCKHOLDER APPROVAL. This Agreement shall have been duly approved
and adopted by holders of Shares constituting the relevant one of the Parent
Requisite Votes and shall have been duly approved by the sole stockholder of
Merger Sub in accordance with applicable law and the certificate of
incorporation and by-laws of each such corporation.

(b) AMEX LISTING. The shares of Parent Common Stock issuable to the
CSC stockholders pursuant to the Merger shall have been authorized for
listing on the AMEX upon official notice of issuance.

(c) REGULATORY CONSENTS. (i) All notices, reports and filings required
to be made prior to the Effective Time by CSC or any of its Subsidiaries
with, and all consents, registrations, approvals, permits and authorizations
required to be obtained prior to the Effective Time by CSC or any of its
Subsidiaries from, any Governmental Entity, which reports, filings,
consents, registrations, approvals, permits and authorizations are noted
with a single asterisk in Section 5.2(e) of the Parent Disclosure Letter, in
connection with the execution and delivery of this Agreement and the
consummation of the Merger shall have been made or obtained, as the case may
be.

(ii) Other than the filing provided for in Section 1.3 or as described
in Section 7.1(c)(i), all notices, reports and other filings required to be
made prior to the Effective Time by CSC or Parent or any of their respective
Subsidiaries with, and all other consents, registrations, approvals, permits
and authorizations required to be obtained prior to the Effective Time by
CSC or any of its Subsidiaries from, any Governmental Entity in connection
with the execution and delivery of this Agreement and the consummation of
the Merger shall have been made or obtained (as the case may be), except
those that the failure to make or to obtain are not, individually or in the
aggregate, reasonably likely to have a Parent Material Adverse Effect or to
provide a reasonable basis to conclude that the parties hereto or any of
their affiliates or respective directors, officers, agents, advisors or
other representatives would be subject to the risk of criminal liability.

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(d) LITIGATION. No court or Governmental Entity of competent
jurisdiction shall have enacted, issued, promulgated, enforced or entered
any law, statute, ordinance, rule, regulation, judgment, decree, injunction
or other order (whether temporary, preliminary or permanent) that is in
effect (collectively, an "ORDER") and that restrains, enjoins or otherwise
prohibits consummation of the Merger, and no Governmental Entity shall have
instituted any proceeding or threatened to institute any proceeding seeking
any such Order.

(e) S-4. The S-4 Registration Statement shall have become effective
under the Securities Act. No stop order suspending the effectiveness of the
S-4 Registration Statement shall have been issued, and no proceedings for
that purpose shall have been initiated or be threatened, by the SEC.

(f) BLUE SKY APPROVALS. Parent shall have received all state
securities and "blue sky" permits and approvals necessary to consummate the
Merger.

(g) CONSENTS UNDER AGREEMENTS. (i) CSC shall have obtained the consent
or approval of each Person whose consent or approval shall be required in
order to consummate the Merger under any Contract that is noted with a
triple asterisk in Section 5.2(e) of the Parent Disclosure Letter.

(ii) Other than as described in Section 7.1(g)(i), CSC shall have
obtained the consent or approval of each Person whose consent or approval
shall be required under any Contract to which CSC or any of its Subsidiaries
is a party, except those for which the failure to obtain such consent or
approval, individually or in the aggregate, is not reasonably likely to have
a Parent Material Adverse Effect or is not reasonably likely to prevent or
to materially burden or materially impair the ability of CSC, Parent or
Merger Sub to consummate the Merger.

(h) TAX OPINION. Parent shall have received the opinion of Sullivan &
Cromwell, counsel to Parent, dated the date of the Merger Closing, to the
effect that the Merger will be treated for Federal income tax purposes as an
exchange governed by Section 351 of the Code.

(i) CONTRIBUTION. All of the conditions precedent to the obligations
of Parent and the Company to effect the Contribution shall have been
fulfilled or irrevocably waived or shall be capable of being fulfilled
promptly following the Effective Time or at the Contribution Closing.

7.2. CONDITIONS TO EACH PARTY'S OBLIGATIONS TO EFFECT THE
CONTRIBUTION. The respective obligations of Parent and the Company to effect
the Contribution are subject to the satisfaction or waiver at or prior to the
Contribution Closing of each of the following conditions:

(a) STOCKHOLDER APPROVAL. The issuance of the Parent Common Stock in
connection with the Contribution shall have been approved by the relevant
one of the Parent Requisite Votes.

(b) REGULATORY CONSENTS. (i) All required filings under the HSR Act
shall have been made and any applicable waiting period under the HSR Act
shall have expired or been terminated.

(ii) All notices, reports and other filings required to be made prior to
the Contribution Closing by CSC, Parent or the Company or any of their
respective Subsidiaries with, and all consents, registrations, approvals,
permits and authorizations required to be obtained prior to the Contribution
Closing by CSC, Parent or the Company or any of their respective
Subsidiaries from, (i) the franchise authorities with respect to 100% of the
total subscribers in the Contributed Systems and the Parent Systems in
connection with the execution and delivery of this Agreement and the
consummation of the Contribution shall have been made or obtained, as the
case may be, and (ii) any Governmental Entity, which non-franchise authority
reports, filings, consents, registrations, approvals, permits and
authorizations are noted with a double asterisk in Section 5.1(d) of the
Company Disclosure Letter, or with a double asterisk in Section 5.2(e) of
the Parent Disclosure Letter in connection with the execution and delivery
of this Agreement and the consummation of the Contribution shall have been
made or obtained, as the case may be. Notwithstanding the condition
precedent in the foregoing clause (i), in the event that consents, approvals
and authorizations are obtained with respect to at least 90% of the total
subscribers in the Contributed Systems and the Parent Systems, Parent may,
in its sole discretion, waive such condition, which shall then be deemed
satisfied and fulfilled, and CSC,

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Parent and the Company shall cooperate with each other and use all
reasonable best efforts to minimize any adverse effects that may result from
consummating the Contribution Closing without obtaining all consents,
approvals and authorizations from franchise authorities and in furtherance
thereof negotiate in good faith to implement, if necessary, a transaction
structure so that after the Contribution Closing the aggregate net economic
benefit of all of the Contributed Systems shall inure to the benefit of and
accrue to Parent with requisite control of necessary Contributed Systems
remaining with the Company or its Subsidiaries.

(iii) Other than as described in Section 7.2(b)(ii), all notices, reports
and filings required to be made prior to the Contribution Closing by CSC,
Parent or the Company or any of their respective Subsidiaries with, and all
other consents, registrations, approvals, permits and authorizations
required to be obtained prior to the Contribution Closing by CSC, Parent or
the Company or any of their respective Subsidiaries from, any Governmental
Entity in connection with the execution and delivery of this Agreement and
the consummation of the Contribution shall have been made or obtained (as
the case may be), except those that the failure to make or to obtain are
not, individually or in the aggregate, reasonably likely to have a Parent
Material Adverse Effect or a Contributed Systems Material Adverse Effect or
to provide a reasonable basis to conclude that the parties hereto or any of
their affiliates or respective directors, officers, agents, advisors or
other representatives would be subject to the risk of criminal liability.

(c) LITIGATION. No court or Governmental Entity of competent
jurisdiction shall have enacted, issued, promulgated, enforced or entered
any Order that restrains, enjoins or otherwise prohibits consummation of the
Contribution, and no Governmental Entity shall have instituted any
proceeding seeking any such Order.

(d) MERGER. The Merger Closing shall be consummated contemporaneously
with the Contribution Closing.

(e) AMEX LISTING. The Parent Class A Shares issuable to the Company or
the relevant transferor(s) pursuant to the Contribution shall have been
authorized for listing on the AMEX upon official notice of issuance.

(f) STOCKHOLDERS AGREEMENT. The Stockholders Agreement shall have been
executed and delivered by the parties thereto.

7.3. CONDITIONS TO OBLIGATIONS OF PARENT TO EFFECT CONTRIBUTION. The
obligations of Parent to effect the Contribution are subject to the satisfaction
or waiver by Parent at or prior to the Contribution Closing of the following
conditions:

(a) REPRESENTATIONS AND WARRANTIES. The representations and warranties
of the Company set forth in this Agreement shall be true and correct as of
the date of this Agreement and as of the date of the Contribution Closing as
though made on and as of the date of the Contribution Closing (except to the
extent any such representation or warranty expressly speaks as of an earlier
date), and Parent shall have received a certificate signed on behalf of the
Company by the President or any Vice President of the Company to such
effect; PROVIDED, HOWEVER, that notwithstanding anything herein to the
contrary, this Section 7.3(a) shall be deemed to have been satisfied even if
such representations or warranties are not so true and correct unless the
failure of such representations or warranties to be so true and correct,
individually or in the aggregate, has had, or is reasonably likely to have,
a Contributed Systems Material Adverse Effect or is reasonably likely to
prevent or to materially burden or materially impair the ability of the
Company to consummate the Contribution.

(b) PERFORMANCE OF OBLIGATIONS OF THE COMPANY. The Company shall have
performed in all material respects all obligations required to be performed
by it under this Agreement at or prior to the date of the Contribution
Closing, and Parent shall have received a certificate signed on behalf of
the Company by the President or any Vice President of the Company to such
effect.

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(c) CONSENTS UNDER AGREEMENTS. (i) The Company shall have obtained the
consent or approval of each Person whose consent or approval shall be
required in order to consummate the Contribution under any Contract that is
noted with a triple asterisk in Section 5.1(d) of the Company Disclosure
Letter.

(ii) Other than as described in Section 7.3(c)(i), the Company shall
have obtained the consent or approval of each Person whose consent or
approval shall be required in order to consummate the Contribution under any
other Contract to which the Contributed Entities, the Company or any of its
Subsidiaries is a party, except those for which the failure to obtain such
consent or approval, individually or in the aggregate, is not reasonably
likely to have a Contributed Systems Material Adverse Effect or is not
reasonably likely to prevent or to materially burden or materially impair
the ability of the Company to consummate the Contribution.

(d) LEGAL OPINION. Parent shall have received an opinion of Sherman &
Howard L.L.C., counsel to the Company, dated the date of the Contribution
Closing, in a form reasonably satisfactory to Parent.

(e) CONTRIBUTED SYSTEMS DELIVERIES. Parent shall have received:

(i) certificates (or, if partnership interests, such other
documents) representing all of the Contributed Subsidiary Capital
Stock, duly endorsed in blank for transfer or accompanied by stock
powers duly executed in blank, with signatures properly guaranteed
and with any requisite stock transfer and other documentary stamps
attached, and any other documents that are necessary to transfer to
Parent good title to all of the Contributed Subsidiary Capital Stock;

(ii) certificates representing all of shares of capital stock
for any Subsidiaries of the Contributed Subsidiaries; such special
warranty deeds, assignments of leasehold interests, bills of sale,
and other good and sufficient instruments of conveyance, transfer and
assignment as are necessary to vest in Parent in accordance herewith
the Acquired Assets in a form reasonably satisfactory to Parent;

(iii) all of the minute books and any corporate seals of the
Contributed Entities, true and complete up to the date of the
Contribution Closing;

(iv) copies of any consents or notices obtained or given in
connection with the consummation of the transactions contemplated by
this Agreement;

(v) such other instruments, filings or documents as may be
required by this Agreement to carry out the transfers of the Acquired
Assets as contemplated by this Agreement (other than transfers not to
occur pursuant to Section 3.6);

(vi) a certificate signed on behalf of the Company by the
President or any Vice President of the Company certifying the matters
described in Section 6.15(a), Section 6.17(a) and Section 6.17(d) in
a form reasonably satisfactory to Parent;

(vii) the supplements to the Company Disclosure Letter in
accordance with Section 6.17(e); and

(viii) a "long form good standing" or similar certificate or
telegram for each of the Contributed Subsidiaries (which shall
include the certificate of incorporation or similar document),
certified by the Secretary of State or similar authority of the
jurisdiction of organization for each such Person, each dated as of a
date that is not more than 10 business days prior to the date of the
Contribution Closing.

(f) RESIGNATIONS. Parent shall have received the resignations of each
director and officer of the Contributed Entities designated in writing by
Parent within one business day of the date of the Contribution Closing.

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(g) COMPANY RESTRUCTURING. All of the transactions contemplated by the
Company Restructuring shall have been consummated in all material respects
in accordance with Section 6.17(b).

7.4. CONDITIONS TO OBLIGATIONS OF THE COMPANY TO EFFECT CONTRIBUTION. The
obligation of the Company to effect the Contribution is subject to the
satisfaction or waiver by the Company at or prior to Contribution Closing of the
following conditions:

(a) REPRESENTATIONS AND WARRANTIES. The representations and warranties
of CSC, Parent and Merger Sub set forth in this Agreement shall be true and
correct as of the date of this Agreement and as of the date of the Stock
Closing as though made on and as of the date of the Contribution Closing
(except to the extent any such representation and warranty expressly speaks
as of an earlier date) and the Company shall have received a certificate
signed on behalf of CSC, Parent and Merger Sub by the President or any
Vice-President of Parent to such effect; PROVIDED, HOWEVER, that
notwithstanding anything herein to the contrary, this Section 7.4(a) shall
be deemed to have been satisfied even if such representations or warranties
are not so true and correct unless the failure of such representations or
warranties to be so true and correct, individually or in the aggregate, has
had, or is reasonably likely to have, a Parent Material Adverse Effect or is
reasonably likely to prevent or to materially burden or materially impair
the ability of Parent to consummate the Contribution.

(b) PERFORMANCE OF OBLIGATIONS OF CSC, PARENT AND MERGER SUB. Each of
CSC, Parent and Merger Sub shall have performed in all material respects all
obligations required to be performed by it under this Agreement at or prior
to the date of the Contribution Closing, and the Company shall have received
a certificate signed on behalf of CSC, Parent and Merger Sub by the
President or any Vice President of Parent to such effect.

(c) CONSENTS UNDER AGREEMENTS. (i) Parent and CSC shall have obtained
the consent or approval of each Person whose consent or approval shall be
required in order to consummate the Contribution under any Contract that is
noted with a double asterisk in Section 5.2(e) of the Company Disclosure
Letter.

(ii) Other than as described in Section 7.4(c)(i), Parent and CSC shall
have obtained the consent or approval of each Person whose consent or
approval shall be required in order to consummate the Contribution under any
other Contract to which CSC or Parent or any of its Subsidiaries is a party,
except those for which failure to obtain such consents and approvals,
individually or in the aggregate, is not reasonably likely to have a Parent
Material Adverse Effect or is not reasonably likely to prevent or to
materially burden or materially impair the ability of CSC or Parent to
consummate the Contribution.

(d) LEGAL OPINION. The Company shall have received an opinion of
Sullivan & Cromwell, counsel to Parent, dated the date of the Contribution
Closing, in a form reasonably satisfactory to the Company.

(e) TAX OPINION. The Company shall have received the opinion of
Sherman & Howard L.L.C., counsel to the Company, dated the date of the
Contribution Closing, to the effect that the Contribution will be treated
for Federal income tax purposes as an exchange governed by Section 351 of
the Code.

(f) CASH FLOW RATIO. The Cash Flow Ratio (as defined in the
Stockholders Agreement) of Parent, on a pro forma basis after giving effect
to the Contribution, shall not be in excess of the Cash Flow Ratio Threshold
(as defined in the Stockholders Agreement).

(g) ASSUMPTION OF LIABILITIES. The Company shall have received the
Assumption Agreement executed by Parent giving effect to Parent's assumption
of the Assumed Liabilities.

A-46
<PAGE>
ARTICLE VIII
TERMINATION

8.1. TERMINATION BY MUTUAL CONSENT. All or any portion of this Agreement
may be terminated and any or all of the Transactions may be abandoned at any
time prior to their respective Closings, whether before or after the approval by
stockholders referred to in Section 7.1(a) and in Section 7.2(a), by mutual
written consent of the Company and CSC by action of their respective Boards of
Directors.

8.2. TERMINATION BY EITHER CSC OR THE COMPANY. CSC may by action of its
Board of Directors terminate this Agreement and the Company may by action of its
Board of Directors terminate its and TCI's obligations and rights under this
Agreement and the Transactions in the case of a termination by CSC and the
Contribution in the case of a termination by the Company may be abandoned at any
time prior to their respective Closings if (a) the Transactions in the case of
CSC or the Contribution in the case of the Company shall not have been
consummated by December 31, 1998 whether such date is before or after the date
of approval by the stockholders referred to in Section 7.1(a) and in Section
7.1(b)(the "TERMINATION DATE"), (b) the approval of the stockholders required by
Section 7.1(a) and by Section 7.2(a) shall not have been obtained at a
meeting(s) duly convened therefor or at any adjournment or postponement thereof
or,(c) any Order permanently restraining, enjoining or otherwise prohibiting
consummation of the Contribution in the case of the Company or any of the
Transactions in the case of CSC shall become final and non-appealable whether
before or after the approval by the stockholders set forth in Section 7.1(a) and
Section 7.2(a) or; PROVIDED, that the right to terminate any or all of this
Agreement pursuant to this Section 8.2 shall not be available to any party that
has breached (or to the Company in the event of TCI's breach) in any material
respect its obligations under this Agreement in any manner which breach shall
have proximately contributed to the occurrence of the failure of the
Transactions to be consummated.

8.3. TERMINATION BY THE COMPANY. The Company may by action of its Board of
Directors terminate its and TCI's obligations and rights under this Agreement
and the Contribution may be abandoned at any time prior to the Stock Closing,
whether before or after the approval by stockholders referred to in Section
7.1(a) and in Section 7.2(a), if there has been a material breach by CSC, Parent
or Merger Sub of any representation, warranty, covenant or agreement contained
in this Agreement that is not curable or, if curable, is not cured within 30
days after written notice of such breach is given by the Company to the party
committing such breach or if any Class B Entity shall not execute and deliver to
the Company a signature page to the Voting Agreement within 20 days after the
date hereof.

8.4. TERMINATION BY CSC. This Agreement may be terminated and the
Transactions may be abandoned at any time prior to their respective Closings,
whether before or after the approval by the stockholders referred to in Section
7.1(a) and in Section 7.2(a), by action of the Board of Directors of CSC if
there has been a material breach by the Company of any representation, warranty,
covenant or agreement or by TCI of any covenant or agreement contained in this
Agreement that is not curable or, if curable, is not cured within 30 days after
written notice of such breach is given by Parent to the party committing such
breach.

8.5. EFFECT OF TERMINATION AND ABANDONMENT. In the event of termination of
this Agreement and the abandonment of the Contribution pursuant to this Article
VIII, this Agreement (other than as set forth in Section 9.1) shall become void
and of no effect with no liability on the part of any party hereto (or of any of
its directors, officers, employees, agents, legal and financial advisors or
other representatives); PROVIDED, HOWEVER, no such termination shall relieve any
party hereto of any liability or damages resulting from any breach of this
Agreement.

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<PAGE>
ARTICLE IX
MISCELLANEOUS AND GENERAL

9.1. SURVIVAL. This Article IX, the agreements of the Company, TCI, CSC,
Parent and Merger Sub contained in Section 3.3 (Contribution), Section 3.4 (Net
Adjusted Working Capital Adjustment), Section 3.5 (Antidilution Adjustments),
Section 3.6 (Failure to Receive Third Party Consents), Section 6.1 (CSC Interim
Operations), Section 6.2 (Contributed Systems Interim Operations), Section 6.6
(Taxation), Section 6.8 (Certain Contracts), Section 6.9 (Stock Exchange Listing
and De-listing), Section 6.11 (Benefits; Board Representation; Employees),
Section 6.12 (Expenses), Section 6.13 (Indemnification; Directors and Officers'
Insurance) and Section 6.15 (Other Actions by the Parties) shall survive
consummation of any or all of the Transactions. This Article IX, the agreements
of the Company, TCI, CSC, Parent and Merger Sub contained in Section 6.12
(Expenses), Section 8.5 (Effect of Termination and Abandonment) and the
Confidentiality Agreement shall survive the termination of this Agreement in
accordance with its terms. All other representations, warranties, covenants and
agreements in this Agreement shall not survive the consummation of all of the
Transactions or the termination of this Agreement in accordance with its terms.

9.2. MODIFICATION OR AMENDMENT. Subject to the provisions of the
applicable law, at any time prior to the Effective Time with respect to the
Merger or the consummation of the Contribution Closing with respect to the
Contribution, the parties hereto may modify or amend any portion of this
Agreement, by written agreement executed and delivered by duly authorized
officers of the respective parties.

9.3. WAIVER OF CONDITIONS. The conditions to each of the parties'
obligations to consummate the Merger and the Contribution are for the sole
benefit of such party and may be waived by such party in whole or in part to the
extent permitted by applicable law.

9.4. COUNTERPARTS. This Agreement may be executed in any number of
counterparts, each such counterpart being deemed to be an original instrument,
and all such counterparts shall together constitute the same agreement.

9.5. GOVERNING LAW AND VENUE; WAIVER OF JURY TRIAL. (A) THIS AGREEMENT
SHALL BE DEEMED TO BE MADE UNDER, AND IN ALL RESPECTS SHALL BE INTERPRETED,
CONSTRUED AND GOVERNED BY AND IN ACCORDANCE WITH, THE LAW OF THE STATE OF
DELAWARE. The parties hereby irrevocably submit to the jurisdiction of the
courts of the State of Delaware and the Federal courts of the United States of
America located in the State of Delaware solely in respect of the interpretation
and enforcement of the provisions of this Agreement and of the documents
referred to in this Agreement, and in respect of the transactions contemplated
hereby, and hereby waive, and agree not to assert, as a defense in any action,
suit or proceeding for the interpretation or enforcement hereof or of any such
document, that it is not subject thereto or that such action, suit or proceeding
may not be brought or is not maintainable in said courts or that the venue
thereof may not be appropriate or that this Agreement or any such document may
not be enforced in or by such courts, and the parties hereto irrevocably agree
that all claims with respect to such action or proceeding shall be heard and
determined in such a Delaware State or Federal court. The parties hereby consent
to and grant any such court jurisdiction over the person of such parties and
over the subject matter of such dispute and agree that mailing of process or
other papers in connection with any such action or proceeding in the manner
provided in Section 9.6 or in such other manner as may be permitted by law shall
be valid and sufficient service thereof.

(b) EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE
UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND
THEREFORE EACH SUCH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY
RIGHT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN

A-48
<PAGE>
RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO
THIS AGREEMENT, OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT. EACH PARTY
CERTIFIES AND ACKNOWLEDGES THAT (i) NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY
OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD
NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER, (ii) EACH
PARTY UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (iii) EACH
PARTY MAKES THIS WAIVER VOLUNTARILY, AND (iv) EACH PARTY HAS BEEN INDUCED TO
ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND
CERTIFICATIONS IN THIS SECTION 9.5.

9.6. NOTICES. Any notice, request, instruction or other document to be
given hereunder by any party to the others shall be in writing and delivered
personally or sent by registered or certified mail, postage prepaid, or by
facsimile:

IF TO CSC, PARENT OR MERGER SUB

One Media Crossways,
Woodbury, NY 11797.
Attention: General Counsel
fax: (516) 364-8501

(with a copy to Joseph B. Frumkin, Esq.,
Sullivan & Cromwell,
125 Broad Street, New York, NY 10004
fax: (212) 558-3588)

IF TO TCI OR THE COMPANY

5619 DTC Parkway
Englewood, Colorado 80111-3000
Attention: President
fax: (303) 488-3219

with a copy similarly addressed,
Attention: Legal Department
fax: (303) 488-3245

(with a copy to Charles Y. Tanabe, Esq.,
Sherman & Howard L.L.C.
Suite 3000
633 Seventeenth Street
Denver, Colorado 80202
fax: (303) 298-0940)

or to such other Persons or addresses as may be designated in writing by the
party to receive such notice as provided above.

9.7. ENTIRE AGREEMENT; NO OTHER REPRESENTATIONS. This Agreement (including
any exhibits and schedules hereto), the Partnership Contribution Agreement, the
Voting Agreement, the Company Disclosure Letter, the Parent Disclosure Letter
and the Confidentiality Agreement, dated March 26, 1997, between CSC and the
Company (as amended, the "CONFIDENTIALITY AGREEMENT") constitute the entire
agreement, and supersede all other prior agreements, understandings,
indemnities, representations and warranties both written and oral, among the
parties, with respect to the subject matter hereof. EACH PARTY HERETO AGREES
THAT, EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES CONTAINED IN THIS AGREEMENT,
NEITHER PARENT AND MERGER SUB NOR THE COMPANY

A-49
<PAGE>
MAKES ANY OTHER REPRESENTATIONS OR WARRANTIES, AND EACH HEREBY DISCLAIMS ANY
OTHER REPRESENTATIONS OR WARRANTIES MADE BY ITSELF OR ANY OF ITS OFFICERS,
DIRECTORS, EMPLOYEES, AGENTS, FINANCIAL AND LEGAL ADVISORS OR OTHER
REPRESENTATIVES, WITH RESPECT TO THE EXECUTION AND DELIVERY OF THIS AGREEMENT OR
THE TRANSACTIONS CONTEMPLATED HEREBY, NOTWITHSTANDING THE DELIVERY OR DISCLOSURE
TO THE OTHER OR THE OTHER'S REPRESENTATIVES OF ANY DOCUMENTATION OR OTHER
INFORMATION WITH RESPECT TO ANY ONE OR MORE OF THE FOREGOING.

9.8. NO THIRD PARTY BENEFICIARIES. Except as provided in Section 6.13
(Indemnification; Directors' and Officers' Insurance), this Agreement is not
intended to confer upon any Person other than the parties hereto any rights or
remedies hereunder.

9.9. OBLIGATIONS OF CSC, PARENT, TCI AND THE COMPANY. Whenever this
Agreement requires a Subsidiary of CSC or Parent to take any action, such
requirement shall be deemed to include an undertaking on the part of CSC or
Parent to cause such Subsidiary (including, after the Effective Time, the
Surviving Corporation) to take such action. Whenever this Agreement requires a
Subsidiary of the Company or TCI to take any action, such requirement shall be
deemed to include an undertaking on the part of the Company and TCI to cause
such Subsidiary to take such action.

9.10. NEW YORK STATE AND CITY REAL PROPERTY TRANSFER TAX; OTHER TRANSFER
TAXES; HSR FEE. Any liability arising out of the New York State or City Real
Property Transfer Tax, in connection with the filing fees under the HSR Act
relating to the Contribution and in respect of any transfer or other similar
taxes relating to the transfer of the Contributed Subsidiary Capital Stock, the
Acquired Assets or Assumed Liabilities, if applicable and due, shall be borne by
Company, on the one hand, and CSC or Parent, on the other hand, in equal
one-half shares.

9.11. BULK TRANSFERS; FURTHER ASSURANCES. The parties hereto waive
compliance with the requirements of the Bulk Sales Law of any jurisdiction in
connection with the Contribution. The Company shall indemnify and hold harmless
Parent and its Subsidiaries against all liabilities which may be asserted by
third parties against Parent or any of its Subsidiaries, as a result of
noncompliance with the Bulk Sales Law of any jurisdiction. From time to time
after the Closing Date, upon the reasonable request of Parent or the Company,
the Company or Parent (as the case may be) shall execute and deliver or cause to
be executed and delivered such further instruments of conveyance, assignment and
transfer and take such further action in order to contribute, assign, convey,
transfer, assign and deliver and record title effectively to the Acquired Assets
and to evidence the assumption of the Assumed Liabilities.

9.12. SEVERABILITY. The provisions of this Agreement shall be deemed
severable and the invalidity or unenforceability of any provision shall not
affect the validity or enforceability or the other provisions hereof. If any
provision of this Agreement, or the application thereof to any Person or any
circumstance, is invalid or unenforceable, (a) a suitable and equitable
provision shall be substituted therefor in order to carry out, so far as may be
valid and enforceable, the intent and purpose of such invalid or unenforceable
provision and (b) the remainder of this Agreement and the application of such
provision to other Persons or circumstances shall not be affected by such
invalidity or unenforceability, nor shall such invalidity or unenforceability
affect the validity or enforceability of such provision, or the application
thereof, in any other jurisdiction.

9.13. INTERPRETATION. The table of contents, index and headings herein are
for convenience of reference only, do not constitute part of this Agreement and
shall not be deemed to limit or otherwise affect any of the provisions hereof.
Where a reference in this Agreement is made to a Section, Schedule or Exhibit,
such reference shall be to a Section of or Schedule or Exhibit to this Agreement
unless otherwise indicated. Whenever the words "include," "includes" or
"including" are used in this Agreement, they shall be deemed to be followed by
the words "without limitation."

A-50
<PAGE>
9.14. ASSIGNMENT. This Agreement shall not be assignable by operation of
law or otherwise; PROVIDED, HOWEVER, that (i) CSC may assign this Agreement in
connection with the Merger to the Surviving Corporation, in which event all
references herein to CSC shall be deemed references to the Surviving Corporation
except that all representations, warranties, covenants and agreements made
herein with respect to CSC shall be deemed to be made either by Parent or the
Surviving Corporation (each as a successor to CSC as the context may require),
(ii) Parent may designate, by written notice to the Company, another wholly
owned direct or indirect Subsidiary to be a Constituent Corporation in lieu of
Merger Sub, in which event all references herein to Merger Sub shall be deemed
references to such other Subsidiary except that all representations, warranties,
covenants and agreements made herein with respect to Merger Sub as of the date
of this Agreement shall be deemed to be made with respect to such other
Subsidiary as of the date of such designation and (iii) the Company may
designate, by written notice to CSC, one or more direct or indirect wholly owned
subsidiaries of the Company to make a contribution of all or part of the stock
of any Contributed Subsidiary to Parent, but such designation shall not affect
the liabilities or obligations of the Company under this Agreement.

IN WITNESS WHEREOF, this Agreement has been duly executed and delivered by
the duly authorized officers of the parties hereto as of the date first written
above.

TCI COMMUNICATIONS, INC.

BY: /S/ STEPHEN M. BRETT
------------------------------------------
Name: Stephen M. Brett
Title: Senior Vice President

CABLEVISION SYSTEMS CORPORATION

BY: /S/ WILLIAM J. BELL
------------------------------------------
Name: William J. Bell
Title: Vice Chairman

CSC PARENT CORPORATION

BY: /S/ WILLIAM J. BELL
------------------------------------------
Name: William J. Bell
Title: Vice Chairman

CSC MERGER CORPORATION

BY: /S/ WILLIAM J. BELL
------------------------------------------
Name: William J. Bell
Title: Vice Chairman

A-51
<PAGE>
AGREED WITH RESPECT TO THE
PARTICULAR SECTIONS
EXPRESSLY NOTED IN
ARTICLE VI AND ARTICLE IX:

<TABLE>
<S> <C> <C>
TELE-COMMUNICATIONS, INC.

BY: /S/ STEPHEN M. BRETT
------------------------------------------
Name: Stephen M. Brett
Title: Senior Vice President
</TABLE>

A-52
<PAGE>
INDEX OF DEFINED TERMS

<TABLE>
<CAPTION>
TERM SECTION
- ----------------------------------------------------------------------------------------------------- -----------
<S> <C>

1997 Budget.......................................................................................... 6.2
Acquired Assets...................................................................................... 3.3(c)
Adjusted Closing Balance Sheet....................................................................... 3.4(b)
Affiliates........................................................................................... 5.1(g)
Agreement............................................................................................ Preamble
AMEX................................................................................................. 5.2(e)
Asset Contributed Systems............................................................................ 3.3(c)
Assumed Company Debt................................................................................. 6.17(a)
Assumed Liabilities.................................................................................. 3.3(c)
Audit Date........................................................................................... 5.1(f)
Bankruptcy and Equity Exception...................................................................... 5.1(c)
By-Laws.............................................................................................. 2.2
Cable Franchise Agreements........................................................................... 5.1(x)
Certificate.......................................................................................... 4.1(a)
Certificate of Merger................................................................................ 1.3
Charter.............................................................................................. 2.1
CLI.................................................................................................. 5.1(x)
Closing Balance Sheet................................................................................ 3.4(a)
Closing Date......................................................................................... 1.2
Closings............................................................................................. 1.2
Code................................................................................................. Recitals
Communications Act................................................................................... 5.1(x)
Company.............................................................................................. Preamble
Company Disclosure Letter............................................................................ 5.1
Company Restructuring................................................................................ 6.17(b)
Company's Group...................................................................................... 5.1(l)
Company's Objection.................................................................................. 3.4(b)
Company Tax.......................................................................................... 5.1(l)
Company Tax Return................................................................................... 5.1(l)
Compensation and Benefit Plans....................................................................... 5.1(h)
Confidentiality Agreement............................................................................ 9.7
Constituent Corporations............................................................................. Preamble
Contracts............................................................................................ 5.1(d)
Contributed Accounts................................................................................. 3.3(c)
Contributed Contracts................................................................................ 3.3(c)
Contributed Entities................................................................................. 3.3(c)
Contributed Equipment................................................................................ 3.3(C)
Contributed Instruments.............................................................................. 3.3(c)
Contributed Intellectual Property.................................................................... 3.3(c)
Contributed Inventory................................................................................ 3.3(c)
Contributed Real Property............................................................................ 3.3(c)
Contributed Subsidiaries............................................................................. 3.3(c)
Contributed Subsidiary Capital Stock................................................................. 3.3(c)
Contributed System Entity; Contributed System Entities............................................... 3.3(c)
Contributed Systems.................................................................................. 3.3(c)
Contributed Systems Cable Franchise Agreements....................................................... 5.1(x)
Contributed Systems Leased Real Property............................................................. 5.1(s)
</TABLE>

I-1
<PAGE>
<TABLE>
<CAPTION>
TERM SECTION
- ----------------------------------------------------------------------------------------------------- -----------
<S> <C>
Contributed Systems Leases........................................................................... 5.1(t)
Contributed Systems Material Adverse Effect.......................................................... 5.1(a)
Contributed Systems Permitted Liens.................................................................. 6.2(b)
Contributed Systems Real Property.................................................................... 5.1(s)
Contribution......................................................................................... Recitals
Contribution Closing................................................................................. 1.2
Costs................................................................................................ 6.13(a)
CPA Firm............................................................................................. 3.4(b)
CSC.................................................................................................. Preamble
CSC Audit Date....................................................................................... 5.2(f)
CSC Class A Shares................................................................................... 4.1(a)
CSC Class B Shares................................................................................... 4.1(a)
CSC Compensation and Benefit Plans................................................................... 5.2(i)
CSC Group............................................................................................ 5.2(l)
CSC Option........................................................................................... 6.11(a)
CSC Pension Plan..................................................................................... 5.2(i)
CSC Reports.......................................................................................... 5.2(f)
CSC Stock Plans...................................................................................... 5.2(c)
CSC Tax.............................................................................................. 5.2(l)
CSC Tax Return....................................................................................... 5.2(l)
Current Assets....................................................................................... 3.4(a)
D&O Indemnified Parties.............................................................................. 6.13(a)
D&O Insurance........................................................................................ 6.13(c)
DGCL................................................................................................. 1.1
Effective Time....................................................................................... 1.3
Employees............................................................................................ 5.1(h)
Environmental Law.................................................................................... 5.1(j)
ERISA................................................................................................ 5.1(h)
ERISA Affiliate...................................................................................... 5.1(h)
Exchange Act......................................................................................... 5.2(b)
Excluded Assets...................................................................................... 3.3(c)
Excluded Liabilities................................................................................. 3.3(c)
Excluded Shares...................................................................................... 4.1(a)
FCC.................................................................................................. 5.1(x)
Financial Statements................................................................................. 5.1(e)
Future Contributed Systems Entities.................................................................. 3.3(c)
Future Subsidiary.................................................................................... 3.3
GAAP................................................................................................. 3.4(a)
Governmental Entity.................................................................................. 5.1(d)
Hazardous Substance.................................................................................. 5.1(j)
Hired Employees...................................................................................... 6.11(c)
HSR Act.............................................................................................. 5.1(d)
Included Contributed Systems......................................................................... 3.3(c)
Indebtedness......................................................................................... 5.1(b)
Indemnified Parties.................................................................................. 6.15(e)
Intellectual Property Rights......................................................................... 5.1(v)
IRCA................................................................................................. 5.1(m)
IRS.................................................................................................. 5.1(h)
Issue Exceptions..................................................................................... 3.5
Laws................................................................................................. 5.1(i)
</TABLE>

I-2
<PAGE>
<TABLE>
<CAPTION>
TERM SECTION
- ----------------------------------------------------------------------------------------------------- -----------
<S> <C>
Liabilities.......................................................................................... 3.4(a)
Lien................................................................................................. 3.3
Merger............................................................................................... Recitals
Merger Closing....................................................................................... 1.2
Merger Consideration................................................................................. 4.1(a)
Merger Sub........................................................................................... Preamble
Migrated Product Tiers............................................................................... 5.1(x)
Net Adjusted Working Capital......................................................................... 3.4(a)
Order................................................................................................ 7.1(d)
Original Agreement................................................................................... Recitals
Parent............................................................................................... Preamble
Parent Cable Franchise Agreements.................................................................... 5.2(t)
Parent Class A Shares................................................................................ 3.3(c)
Parent Class B Share................................................................................. 4.1(a)
Parent Common Stock.................................................................................. 4.1(a)
Parent Companies..................................................................................... 4.1(a)
Parent Disclosure Letter............................................................................. 5.2
Parent Material Adverse Effect....................................................................... 5.2(b)
Parent Requisite Votes............................................................................... 5.2(d)
Parent Systems....................................................................................... 5.2(t)
Partnership Contribution Agreement................................................................... Recitals
Pension Plan......................................................................................... 5.1(h)
Person............................................................................................... 3.3(c)
Pre-Existing Contamination........................................................................... 6.15(e)
Preferred Shares..................................................................................... 4.1(d)
Preferred Stock...................................................................................... 2.1
Prospectus/Proxy Statement........................................................................... 6.3
Proxy Financial Statements........................................................................... 6.5(e)
Real Property Laws................................................................................... 5.1(s)
Reorganization Agreement............................................................................. Recitals
Representatives...................................................................................... 6.7
S-4 Registration Statement........................................................................... 6.3
Series A Preferred Stock............................................................................. 2.1
Series B Preferred Stock............................................................................. 2.1
Share; Shares........................................................................................ 4.1(a)
Significant Subsidiaries............................................................................. 5.2(b)
Stock Consideration.................................................................................. 3.3(c)
Stockholders Agreement............................................................................... Recitals
Stockholders Meeting................................................................................. 6.4
Subsidiary........................................................................................... 5.1(a)
Surety Liabilities................................................................................... 5.1(b)
Surviving Corporation................................................................................ 1.1
Tax; Taxes; Taxable.................................................................................. 5.1(l)
TCI.................................................................................................. Recitals
Termination Date..................................................................................... 8.2
Transactions......................................................................................... 1.2
Voting Agreement..................................................................................... Recitals
Voting Debt.......................................................................................... 5.1(b)
WARN................................................................................................. 5.1(m)
Welfare Plans........................................................................................ 6.11(c)
</TABLE>

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<PAGE>
EXHIBIT A

(Terms of Reorganization Agreement)

Filed separately herewith as Appendix F to this Proxy Statement/Prospectus.

A-1
<PAGE>
EXHIBIT B

(Form of Stockholders Agreement)

File separately herewith as Appendix B to this Proxy Statement/Prospectus.

B-1
<PAGE>
SCHEDULE 3.3(II)

ASSET CONTRIBUTED SYSTEMS

<TABLE>
<CAPTION>
CONTRIBUTED SYSTEM PARENT CLASS A
ASSET CONTRIBUTED CONTRIBUTED SYSTEM ENTITIES ENTITIES AS OF THE SHARES TO BE
SYSTEM AS OF THE DATE HEREOF CLOSING DATE PAID*
- -------------------------- ------------------------------------ ----------------------------- -----------------
<S> <C> <C> <C>
Oakland, NJ system TCI of Northern New Jersey, Inc. TCI CSC II, Inc.
Franklin Lakes, NJ system UA-Columbia Cablevision of New TCI CSC II, Inc.
Jersey, Inc.
Brookhaven, NY system Brookhaven Cable TV, Inc. TCI CSC II, Inc.
Interest in Paterson, NJ TCI American Cable Holdings, L.P. TCI CSC III, Inc.
system
Interest in Paterson, NJ TCI American Cable Holdings, L.P. TCI CSC IV, Inc.
system
Interest in Paterson, NJ TCI American Cable Holdings, L.P. TCI CSC V, Inc.
system
Interest in Paterson, NJ TCI American Cable Holdings, L.P. TCI CSC VI, Inc.
system
Interest in Paterson, NJ TCI American Cable Holdings, L.P. TCI CSC VII, Inc.
system
Interest in Paterson, NJ TCI American Cable Holdings, L.P. TCI CSC VIII, Inc.
system
Interest in Paterson, NJ TCI American Cable Holdings, L.P. TCI CSC IX, Inc.
system
Interest in Paterson, NJ TCI American Cable Holdings, L.P. TCI CSC X, Inc.
system
Interest in Paterson, NJ TCI American Cable Holdings, L.P. TCI CSC XI, Inc.
system
</TABLE>

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

* To be provided three business days before the Contribution Closing.

S-1
<PAGE>
SCHEDULE 3.3(XII)

<TABLE>
<CAPTION>
PARENT CLASS A
INCLUDED CONTRIBUTED SHARES TO BE
TRANSFEROR CONTRIBUTED SUBSIDIARY SYSTEM PAID*
- -------------------------- ------------------------------------ ----------------------------- -----------------
<S> <C> <C> <C>
Country Cable III, Inc. .1% partnership interest in TKR Elizabeth, NJ
Cable Company Hamilton (Del Val N), NJ
Tri-System, NJ
Morris, NJ
Ramapo, NJ
Rockland, NY
Warwick, NY
Country Cable III, Inc. 99.9% partnership interest in TKR Elizabeth, NJ
Cable Company Hamilton (Del Val N), NJ
Tri-System, NJ
Morris, NJ
Ramapo, NJ
Rockland, NY
Warwick, NY
Country Cable III, Inc. 52.05% partnership interest in None
KRC/CCC Investment Partnership
CCC Sub, Inc. 47.95% partnership interest in None
KRC/CCC Investment Partnership
TCI CSC II, Inc. 100% of the capital stock Westchester, NY
UA-Columbia Cablevision of
Westchester, Inc.
</TABLE>

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

* To be provided three business days before the Contribution Closing.

S-2
<PAGE>
SCHEDULE 3.5

(Issue Exceptions)

1. Series C Cumulative Preferred Stock, par value $.01 per share, of CSC or
Parent, as outstanding as of the date hereof.

2. Any grant or exercise under or pursuant to the CSC Stock Plans or under or
pursuant to other grants made under employee, management or director plans
adopted after the date hereof that, when aggregated with those grants made
under the CSC Stock Plans, are consistent with CSC's past practices.

3. Conversion of CSC or Parent Class B Shares into CSC or Parent Class A
Shares.

S-3
<PAGE>
APPENDIX B

FORM OF STOCKHOLDERS AGREEMENT

THIS STOCKHOLDERS AGREEMENT (this "Agreement") is entered into as of
, 1998, by and among Cablevision Systems Corporation, a Delaware corporation
(including any successor pursuant to this Agreement, the "Parent"),
Tele-Communications, Inc., a Delaware corporation (including any successor
pursuant to this Agreement, the "Company"), and the Class B Entities (as defined
below).

WHEREAS, Parent, TCI Communications, Inc. and the Company have entered into
an Amended and Restated Contribution and Merger Agreement dated as of June 6,
1997 (the "Merger Agreement") providing for, among other things, the
Contribution and the Merger;

WHEREAS, the respective boards of directors of each of Parent and the
Company have approved this Agreement;

WHEREAS, upon consummation of the Transactions pursuant to the Merger
Agreement, the Company and the Class B Entities will Beneficially Own (as
defined below) Shares (as defined below) and the Class B Entities will
Beneficially Own in the aggregate Shares constituting a majority of the Total
Voting Power (as defined below);

WHEREAS, the execution and delivery of this Agreement by the parties hereto
is a condition to the consummation of the Contribution Closing; and

WHEREAS, the parties hereto desire to make certain representations,
warranties, covenants and agreements as provided in this Agreement.

NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the parties hereto agree as
follows:

1. CERTAIN DEFINITIONS. (a) Capitalized terms that are used but not
otherwise defined herein shall have the meanings given to them in the Merger
Agreement.

(b) For the purposes of this Agreement, the following terms shall have the
following meanings:

"Affiliate" and "Associate" when used with reference to any Person shall
have the meanings assigned to such terms in Rule 12b-2 of the Exchange Act as in
effect of the date hereof; PROVIDED, that Parent and its Subsidiaries and the
officers and directors of Parent and its Subsidiaries who are not Investor
Directors and who are not directors or officers of the Company or any of its
Subsidiaries shall not, solely as a result of holding such office of Parent or
any of its Subsidiaries, be deemed Affiliates or Associates of any Investor for
purposes of this Agreement.

"Acquisition Transaction" shall mean (i) any merger or other business
combination or reorganization transaction involving Parent or any of its
Subsidiaries or (ii) any transaction involving the acquisition of capital stock
or assets or assumption of liabilities of any Person by Parent or any of its
Subsidiaries the fair market value of which exceeds $5 million in the aggregate
and which is not made in the ordinary course of business.

"Annualized Operating Cash Flow" shall mean, as of any date, an amount equal
to Operating Cash Flow for the period of three complete consecutive calendar
months ending on or most recently prior to such date, multiplied by four.

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with and between underwriters and selling group members with respect to a BONA
FIDE public offering of securities), or upon the exercise of conversion rights,
exchange rights, rights, warrants or options, or otherwise; PROVIDED, HOWEVER,
that no Person shall be deemed the "Beneficial Owner" or to have "Beneficial
Ownership" of, or to "Beneficially Own," any Shares solely by virtue of the
rights set forth in Sections 7, 8, 9 and 10; PROVIDED, FURTHER, that a Person
shall not be deemed the "Beneficial Owner", or to have "Beneficial Ownership"
of, or to "Beneficially Own", any Shares (i) solely because such Shares have
been tendered pursuant to a tender or exchange offer made by such Person, or any
of such Person's Affiliates or Associates, until such tendered Shares are
accepted for payment or exchange or (ii) solely because such Person, or any of
such Person's Affiliates or Associates, has or shares the power to vote or
direct the voting of such Shares pursuant to a revocable proxy given in response
to a public proxy or consent solicitation made pursuant to, and in accordance
with, the applicable rules and regulations under the Exchange Act, except if
such power (or the arrangements relating thereto) is then reportable under Item
6 of Schedule 13D under the Exchange Act (or any similar provision of a
comparable or successor report). For purposes of this Agreement, in determining
the percentage of the outstanding Shares with respect to which a Person is the
Beneficial Owner, all Shares as to which such Person is deemed the Beneficial
Owner shall be deemed outstanding.

"Board" shall mean the Board of Directors of Parent.

"Cash Flow Ratio" shall mean, as of any date, the ratio of (A) the sum of
(i) the aggregate principal amount of all Indebtedness of Parent and its
Indenture Restricted Subsidiaries plus (ii) the aggregate Redemption Amounts on
such date in respect of all outstanding preferred stock of Parent and any of its
Indenture Restricted Subsidiaries, to (B) Annualized Operating Cash Flow
determined as of the last day of the calendar month which precedes such date by
at least 10 business days.

"Cash Flow Ratio Threshold" shall mean 8.0 to 1.0 until and through December
31, 1998; 7.75 to 1.0 from January 1, 1999 until and through December 31, 1999;
and 7.5 to 1.0 after December 31, 1999.

"Change of Control" shall mean, with respect to the Investor or any Class B
Entity (other than any Class B Entity that is a natural person), any transaction
or series of transactions occurring after the date that such Person becomes
subject to this Agreement pursuant to which any Person becomes the Beneficial
Owner of Voting Securities of the Investor or such Class B Entity that have the
power to cast at least 50% of the votes entitled to be cast in elections of
directors (or similar officials) of the Investor or such Class B Entity, as the
case may be; PROVIDED, that if the Investor or Class B Entity is a trust, this
definition shall apply when any Person becomes the Beneficial Owner of interests
in such trust constituting at least 50% of the beneficial interest.

"Class B Entities" shall mean Charles F. Dolan, Charles F. Dolan 1997
Grantor Retained Annuity Trust, Dolan Descendants Trust, Dolan Progeny Trust,
Dolan Grandchildren Trust, Dolan Spouse Trust, DC Kathleen Trust, DC Deborah
Trust, DC Marianne Trust, DC Patrick Trust, DC Thomas Trust, DC James Trust, CFD
Trust No. 1, CFD Trust No. 2, CFD Trust No. 3, CFD Trust No. 4, CFD Trust No. 5,
CFD Trust No. 6 and CFD Trust No. 10.

"Closing Date" shall mean the date of the Contribution Closing.

"Competitor" shall mean a competitor of Parent or any of its Subsidiaries in
one or more of Parent's or any of its Subsidiaries' significant lines of
business.

"Controlled Subsidiary" shall mean, with respect to any Person, a Subsidiary
at least a majority of the Voting Securities and other equity interests of which
are owned, directly or indirectly, by such Person.

"Family Members" shall mean, with respect to any natural person, such
person's spouse, siblings, descendants and any spouse of such siblings and
descendants and descendants of such siblings, including for this purpose persons
in a step or adoptive relationship.

"Group" shall have the meaning assigned to such term in Rule 13d-5 under the
Exchange Act as in effect on the date hereof.

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<PAGE>
"Holding Company Merger" shall mean any merger or other business combination
or reorganization transaction where the stockholders of Parent immediately prior
to such transaction will Beneficially Own in the aggregate 100% of the surviving
corporation's Voting Securities and other equity interests immediately following
such transaction in the same proportion as immediately prior to such transaction
subject only to any disproportionality resulting solely from any issuance of
Shares in the Partnership Contribution.

"Indebtedness" shall have the meaning set forth in the Indenture.

"Indenture" shall mean the Indenture dated as of November 1, 1995, between
CSC and The Bank of New York, as Trustee, as in effect on the date of the Merger
Agreement and without regard to whether such Indenture shall be in effect or
amended in any respect.

"Indenture Restricted Subsidiary" shall mean "Restricted Subsidiary" as
defined in the Indenture as applied to Parent as opposed to CSC.

"Investor" shall mean the Company or any Permitted Transferee that may from
time to time become a party as the Investor to a counterpart of this Agreement.

"Minority Shares" shall mean the Voting Securities of Parent that are
Beneficially Owned by Minority Stockholders.

"Minority Stockholders" shall mean the Beneficial Owners of Voting
Securities of Parent who (i) are not the Investor or a Class B Entity, or
Affiliates or Associates of the Investor or a Class B Entity, and (ii) are not
members of a Group of which the Investor or a Class B Entity, or Affiliates or
Associates of the Investor or a Class B Entity, are members with respect to
Voting Securities of Parent.

"Operating Cash Flow" shall mean, for any period, "Operating Cash Flow" as
defined in the Indenture as applied to Parent and its Indenture Restricted
Subsidiaries on a consolidated basis.

"Outstanding Share Capital" shall mean, from time to time, the issued and
outstanding Shares, excluding any treasury Shares.

"Parent Share Issuance Commitments" shall mean those commitments to issue
Shares set forth in Schedule 1.

"Permitted Transferee" shall mean a permitted transferee under Section 6(a)
or Section 6(h).

"Qualified Parties" shall mean, with respect to any Person, any (i) trust
described in Section 664 of the Code or other trust of which the Person or
Family Members or Qualified Parties of the Person are greater than 50% income
beneficiaries, (ii) charitable organization described in Section 501(c)(3) of
the Code, (iii) with respect to any Class B Entity that is a natural person,
estate of such natural person and (iv) Family Members of any Person that is a
natural person.

"Redemption Amounts" shall mean the sum of all amounts payable (whether or
not then due) by Parent or any of its Indenture Restricted Subsidiaries (or
principal amount of indebtedness issuable by Parent or any of its Indenture
Restricted Subsidiaries) in respect of any preferred stock of Parent or any of
its Indenture Restricted Subsidiaries which is by its terms at any time required
to be redeemed, purchased or otherwise retired or extinguished (other than by
delivery of common stock or of preferred stock of Parent or its Indenture
Restricted Subsidiaries), or which by its terms is convertible into any
Indebtedness of Parent or any Indenture Restricted Subsidiary at a fixed or
determinable date, at the option of any Person other than Parent or such
Indenture Restricted Subsidiary or upon the occurrence of a condition not solely
within the control of Parent or such Indenture Restricted Subsidiary, or which
by its terms is convertible into preferred stock of Parent or any of its
Indenture Restricted Subsidiaries that can be so redeemed, retired, extinguished
or converted.

"Restricted Subsidiary" shall mean any Significant Subsidiary of Parent
other than Madison Square Garden L.P.

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"Shares" shall mean the Parent Class A Shares and Parent Class B Shares and
any other shares of common stock of Parent.

"Special Committee" shall mean the committee of directors of the Board
formed pursuant to Article II, Section 9 of the By-laws of Parent.*

"Special Directors" shall mean those directors of the Board who are members
of the Special Committee.

"Subsidiary" shall mean, with respect to any Person, any entity at least 50%
of the Voting Securities of which are owned directly or indirectly by such
Person.

"Total Voting Power" shall mean the aggregate votes that are entitled to be
cast by all Shares, calculated with respect to any Person in accordance with
Rule 13d-3(d)(1)(i) under the Exchange Act.

"Transfer" shall mean (i) any direct or indirect sale, transfer, assignment,
pledge, hypothecation, mortgage, or other disposition or encumbrance, including
those by operation or succession of law, merger or otherwise, and (ii) with
respect to any Shares that are Beneficially Owned by the Investor, any Change of
Control of such Investor where, at the time immediately following such Change of
Control, the fair market value of such Shares represents more than 20% of the
fair market value of all assets of such Investor and (iii) with respect to any
Shares that are Beneficially Owned by any Class B Entity, any Change of Control
of such Class B Entity.

"Ultimate Parent Entity" shall mean, with respect to any Person that is a
Subsidiary of a Person, the Person that, directly or indirectly, Beneficially
Owns at least 50% of the Voting Securities of such Subsidiary and is not a
Subsidiary of any Person who is not a natural person.

"Voting Securities" shall mean any securities entitled to vote in the
ordinary course in the election of directors or of Persons serving in a similar
governing capacity of any partnership, limited liability company or other
entity, including the voting rights attached to such securities.

(c) For the purposes of this Agreement, the following terms shall have the
meanings assigned to them in the corresponding Sections of this Agreement
(whether or not such Sections have been terminated):

<TABLE>
<CAPTION>
TERM SECTION
- ---------------------------------------------------------------------------------- ----------
<S> <C>
Agreement......................................................................... Recitals
Company........................................................................... Recitals
Demand Registration............................................................... Annex A
Drag-Along Transaction............................................................ 8(b)
Investor Directors................................................................ 11(a)
Investor Proposal Notice.......................................................... 9(a)
Merger Agreement.................................................................. Recitals
Parent............................................................................ Recitals
Piggy-back Registration........................................................... Annex A
Proposal Notice................................................................... 7(a)
Tag-Along Transaction............................................................. 8(a)
Transfer Transaction.............................................................. 7(a)
</TABLE>

2. REPRESENTATIONS OF THE COMPANY. As of the date hereof, the Company
represents and warrants to Parent and to each of the Class B Entities that:

(a) other than those Voting Securities of CSC or Shares issued in
exchange thereof in the Merger disclosed to Parent prior to the Contribution
Closing, the Company does not Beneficially Own any

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

* S&C will draft a new Parent By-law providing for a four-member committee for
Class B Entity transactions and transactions with Family Members of Class B
Entities with Parent (excluding compensation): two Class A Directors and,
under this Agreement, two Investor Directors.

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<PAGE>
Shares other than those Shares issued in connection with the Contribution at
the Contribution Closing;

(b) the Company has all requisite corporate power and authority and has
taken all corporate action necessary in order to execute and deliver this
Agreement;

(c) this Agreement has been duly executed and delivered by the Company
and is a valid and binding agreement of the Company enforceable against the
Company in accordance with its terms, subject to the Bankruptcy and Equity
Exception;

(d) no notices, reports or other filings are required to be made by the
Company with, nor are any consents, registrations, approvals, permits or
authorizations required to be obtained by the Company from, any Governmental
Entity, in connection with the execution and delivery of this Agreement by
the Company, except those that have been made or obtained or that the
failure to make or obtain are not, individually or in the aggregate,
reasonably likely to prevent, materially delay or materially impair the
ability of the Company to consummate the transactions contemplated by this
Agreement; and

(e) the execution, delivery and performance of this Agreement by the
Company do not, and the consummation by the Company of the transactions
contemplated hereby will not, constitute or result in (i) a breach or
violation of, or a default under, the certificate of incorporation or
by-laws of the Company, (ii) a breach of or violation of or a default under,
or the acceleration of any obligations of or the creation of a Lien on the
assets of the Company (with or without notice, lapse of time or both)
pursuant to, any Contracts binding upon the Company or any Law or
governmental or non-governmental permit or license to which the Company is
subject or (iii) any change in the rights or obligations of any party under
any of such Contracts to which the Company is a party, except, in the case
of clause (ii) or (iii) above, for any breach, violation, default,
acceleration, creation or change that, individually or in the aggregate, is
not reasonably likely to prevent, materially delay or materially impair the
ability of the Company to consummate the transactions contemplated by this
Agreement.

3. REPRESENTATIONS OF THE CLASS B ENTITIES. As of the date hereof, the
Class B Entities each severally represents and warrants to the Company and to
Parent that:

(a) such Class B Entity Beneficially Owns such Shares as set forth
opposite its name in Schedule 3 hereto;

(b) such Class B Entity has all requisite power and authority (corporate
or otherwise) and has taken all action (corporate or otherwise) necessary in
order to execute and deliver this Agreement;

(c) this Agreement has been duly executed and delivered by such Class B
Entity and is a valid and binding agreement of such Class B Entity
enforceable against it in accordance with its terms, subject to the
Bankruptcy and Equity Exception;

(d) no notices, reports or other filings are required to be made by such
Class B Entity with, nor are any consents, registrations, approvals, permits
or authorizations required to be obtained by such Class B Entity from, any
Governmental Entity, in connection with the execution and delivery of this
Agreement by such Class B Entity, except those that have been made or
obtained or that the failure to make or obtain are not, individually or in
the aggregate, reasonably likely to prevent, materially delay or materially
impair the ability of such Class B Entity to consummate the transactions
contemplated by this Agreement; and

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<PAGE>
or license to which such Class B Entity is subject or (iii) any change in
the rights or obligations of any party under any of such Contracts to which
such Class B Entity is a party, except, in the case of clause (ii) or (iii)
above, for (x) Contracts, Laws, permits and licenses also binding upon CSC
or to which CSC or its business also is subject and (y) any breach,
violation, default, acceleration, creation or change that, individually or
in the aggregate, is not reasonably likely to prevent, materially delay or
materially impair the ability of such Class B Entity to consummate the
transactions contemplated by this Agreement.

4. REPRESENTATIONS OF PARENT. As of the date hereof, Parent represents and
warrants to the Company and the Class B Entities that:

(a) Parent has all requisite corporate power and authority and has taken
all corporate action necessary in order to execute and deliver this
Agreement;

(b) this Agreement has been duly executed and delivered by Parent and is
a valid and binding agreement of Parent enforceable against Parent in
accordance with its terms, subject to the Bankruptcy and Equity Exception;

(c) no notices, reports or other filings are required to be made by
Parent with, nor are any consents, registrations, approvals, permits or
authorizations required to be obtained by Parent from, any Governmental
Entity, in connection with the execution and delivery of this Agreement by
Parent, except those that have been made or obtained or that the failure to
make or obtain are not, individually or in the aggregate, reasonably likely
to prevent, materially delay or materially impair the ability of Parent to
consummate the transactions contemplated by this Agreement; and

(d) the execution, delivery and performance of this Agreement by Parent
do not, and the consummation by Parent of the transactions contemplated
hereby will not, constitute or result in (i) a breach or violation of, or a
default under, the certificate of incorporation or by-laws of Parent, (ii) a
breach of or violation of or a default under, or the acceleration of any
obligations of or the creation of a Lien on the assets of Parent (with or
without notice, lapse of time or both) pursuant to, any Contracts binding
upon Parent or any Law or governmental or non-governmental permit or license
to which Parent is subject or (iii) any change in the rights or obligations
of any party under any of such Contracts to which Parent is a party, except,
in the case of clause (ii) or (iii) above, for any breach, violation,
default, acceleration, creation or change that, individually or in the
aggregate, is not reasonably likely to prevent, materially delay or
materially impair the ability of Parent to consummate the transactions
contemplated by this Agreement.

5. STANDSTILL PROVISIONS. The Investor shall not, and shall not suffer or
permit any Subsidiaries of the Investor to or, to the extent the Investor
possesses the power to prevent, permit any Affiliates or Associates of the
Investor to (and shall use all reasonable best efforts to cause such Affiliates
and Associates not to), whether acting alone or in concert with others:

(a) form, join or participate in, or encourage the formation of, a Group
with respect to any Shares, other than a Group consisting solely of the
Investor, or Affiliates or Associates of the Investor, of Class B Entities
or of Qualified Parties of Class B Entities or the Investor;

(b) deposit any Shares into a voting trust or (except as provided in
this Agreement) subject any such Shares to any arrangement or agreement with
respect to the voting or Transfer thereof, other than any such trust,
arrangement or agreement (i) the only parties to, or beneficiaries of which,
are the Investor or any Controlled Subsidiaries of the Investor, any of the
Class B Entities, Parent or any Qualified Parties of the Investor or any of
the Class B Entities and (ii) the terms of which prohibit any party thereto
from acting in a manner inconsistent with this Agreement; PROVIDED, that all
of the Shares deposited into any such trust or subjected to any such
arrangement or agreement shall be deemed to be Beneficially Owned by the
Investor or Affiliates or Associates of the Investor for all purposes of
this Agreement;

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<PAGE>
(c) (i) except for Shares acquired in the Stock Contribution or upon
exercise of the Investor's rights set forth in Section 7 or 10, purchase or
otherwise acquire Beneficial Ownership of or otherwise Beneficially Own any
Voting Securities of Parent such that the Investor, together with the
Affiliates of the Investor, will Beneficially Own 10% or more of the Parent
Class A Shares (it being understood and agreed that any Shares acquired and
from time to time Beneficially Owned by the Investor and its Affiliates as a
result of the ownership of the Voting Securities of CSC and the exchange
thereof in the Merger as disclosed to Parent pursuant to Section Z(a) shall
be included and count toward such 10% threshold), or (ii) at any time
purchase or otherwise acquire any Shares in violation of Regulation M under
the Exchange Act (or any successor provision) and the policies of the SEC
promulgated thereunder;

(d) effect or agree to effect any reduction in its equity interest in
Parent for up to 180 days following delivery by Parent of a written notice
that Parent is proposing to consummate a business combination to be
accounted for as a pooling of interests; PROVIDED, that this restriction
shall terminate if Parent has not consummated such business combination
within 90 days of the date of such written notice and PROVIDED, FURTHER,
that this restriction shall be inapplicable to the extent any reduction
would not adversely affect the accounting treatment of such business
combination as a pooling of interests; or

(e) advise, assist (including by knowingly providing or arranging
financing for that purpose) or knowingly encourage, induce or attempt to
encourage or induce any other Person to take any actions referred to in the
foregoing paragraphs (a) through (d).

6. SHARE TRANSFERS. The Investor shall not Transfer, in any single
transaction or group of related transactions, any Shares that are Beneficially
Owned by the Investor, except for a Transfer in connection with a Holding
Company Merger or pursuant to Section 8 or for a Transfer that complies with any
of the following subsections:

(a) a Transfer (i) of all (but not less than all) of such Shares to any
Controlled Subsidiary of the Company or (ii) of all or any of such Shares to
a Subsidiary all of the Voting Securities and all of the equity securities
(other than preferred stock held by institutional or public investors) of
which are Beneficially Owned, directly or indirectly, by the Company;
PROVIDED, that contemporaneously with any such Transfer such Controlled
Subsidiary or wholly owned Subsidiary, as the case may be, becomes a party
to a counterpart of this Agreement and the Investor and the Company
guarantee the performance of all obligations of such Controlled Subsidiary
or wholly owned Subsidiary, as the case may be, under this Agreement;
PROVIDED, FURTHER, that such Controlled Subsidiary or wholly owned
Subsidiary, as the case may be, and the Company shall prior to such Transfer
covenant and agree with Parent and the Class B Entities that, for so long as
the Controlled Subsidiary or wholly owned Subsidiary, as the case may be,
Beneficially Owns such Shares, it shall continue to be a Controlled
Subsidiary or wholly owned Subsidiary, as the case may be, of the Company;

(b) a Transfer of all or any of such Shares to any Person such that such
Person, together with the Affiliates and Associates of such Person, will not
Beneficially Own, after giving effect to such Transfer, Voting Securities of
Parent constituting 10% or more of the outstanding Parent Class A Shares or
Shares constituting 5% or more of the Outstanding Share Capital; PROVIDED,
that the Investor shall not, and shall not suffer or permit any Subsidiaries
of the Investor to or, to the extent the Investor has the power to prevent,
permit any Affiliates or Associates of the Investor to (and shall use all
reasonable best efforts to cause such Affiliates and Associates not to), in
any case, form, join or participate in or encourage the formation of a Group
with such Person or any Affiliates or Associates of such Person;

(c) a sale of all or any of such Shares to any Person that is conducted
publicly through one or more registered broker-dealers over the AMEX or such
other stock exchange or interdealer quotation service where Parent Class A
Shares may be listed or quoted pursuant to which the sale of such Shares

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<PAGE>
will be in a manner to effect a broad distribution, with such distribution
certified to Parent by the lead broker-dealer in any such sale;

(d) a Transfer of all or any of such Shares to underwriters in
connection with an underwritten public offering of such Shares on a firm
commitment basis registered under the Securities Act pursuant to which the
sale of such Shares will be in a manner to effect a broad distribution, with
such distribution certified to Parent by the lead or managing underwriter or
underwriters in any such offering;

(e) a Transfer of all or any of such Shares to Parent or any Controlled
Subsidiary of Parent;

(f) for so long as the Parent Class B Shares are entitled in accordance
with their terms to elect 75% of the Board, a Transfer of all or any of such
Shares to any Class B Entity;

(g) a Transfer of all or any of such Shares in a BONA FIDE pledge of
such Shares to a financial institution to secure borrowings as permitted by
applicable Law; PROVIDED, that contemporaneously with such pledge such
financial institution agrees with Parent that upon any foreclosure on such
pledge it shall be bound by the obligations of the Company and the Investor
under this Agreement (but shall not have any of the rights of the Company
and the Investor under this Agreement except as provided in this Section and
in Sections 11, 14(c), 15 and 16 pursuant to an assignment effected in
accordance with the terms hereof); or

(h) a Transfer of all (but not less than all) of such Shares to any
Person after complying with all of the provisions set forth in Section 9;
PROVIDED, that contemporaneously with such Transfer (i) such Person becomes
a party to a counterpart of this Agreement as the Investor (whereupon,
subject to Section 16(f), any reference to the Investor herein shall be
deemed to be a reference to such Person), (ii) if such Person is a
Subsidiary of any other Person that is not a natural person, the Ultimate
Parent Entity of such Person shall also become a party to a counterpart of
this Agreement and assume all obligations of the Company hereunder
(whereupon, subject to Section 16(f), any reference to the Company herein
shall be deemed to be a reference to such Ultimate Parent Entity) and (iii)
such Person causes to be delivered to Parent a legal opinion of counsel of
national standing, in form and substance reasonably acceptable to Parent, to
the effect set forth in Sections 2(b) and 2(c).

7. THE COMPANY'S RIGHT OF CONSULTATION WITH PARENT AND THE CLASS B
ENTITIES. The Company, Parent and the Class B Entities hereby agree with each
other that, until the date that the Investor ceases to be entitled to nominate
two Investor Directors pursuant to Section 11(a) or, if earlier and at such time
the Investor does not Beneficially Own at least 33% of the Outstanding Share
Capital or such lesser percentage that results solely from any dilution for
issuances for which no preemptive rights under Section 10 are given to the
Investor, ten years from the date hereof, the Company, Parent and the Class B
Entities shall be entitled to the respective rights and be subject to the
respective obligations set forth in this Section:

(a) NOTICE. Prior to (i) the Class B Entities effecting a Transfer
(other than in a BONA FIDE pledge or grant of security interest to a
financial institution to secure borrowings) of Shares to any Person (other
than any Class B Entity or any Qualified Parties or Controlled Subsidiaries
of any Class B Entities) in any transaction or series of transactions
pursuant to which there is a Transfer of Shares that would constitute at
least 10% of the Total Voting Power, (ii) Parent or its Subsidiaries
effecting a Transfer (other than in a BONA FIDE pledge or grant of security
interest to a financial institution to secure borrowings) of Beneficial
Ownership of capital stock or other equity interests in any Restricted
Subsidiary other than to Parent or to a Controlled Subsidiary or
stockholders of Parent or (iii) Parent or its Subsidiaries effecting a
Transfer (other than in a bona fide pledge or grant of security interest to
a financial institution to secure borrowings) of a substantial portion of
the assets of Parent or any Restricted Subsidiary other than to Parent or to
a Controlled Subsidiary of Parent (collectively, a "Transfer Transaction"),
Parent or the Class B Entity desiring to make such a Transfer shall first
notify the Company in writing (a "Proposal Notice") of the possibility of
such a transaction and the number of and a description of the interests
contemplated to be Transferred.

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(b) CONSULTATION. Following the Company's receipt of the Proposal
Notice, Parent or the Class B Entity sending the notice shall discuss with
the Company the possibility of effecting a Transfer Transaction with the
Company. If the Company wishes to pursue such a transaction and is capable
of completing a Transfer Transaction, then, for a period of 30 days after
the Company's receipt of the Proposal Notice (or such shorter period if the
Company responds in writing that it is not interested in pursuing such a
transaction), Parent or the Class B Entity shall negotiate in good faith and
exclusively with the Company to determine whether it is possible to agree to
a Transfer Transaction with the Company but shall not be obligated to enter
into any agreement with the Company to do so. Parent or the Class B Entity
shall be free to negotiate and to initiate and hold discussions with other
potential purchasers at any time before the Proposal Notice or after the
expiration of such 30-day or shorter period and may agree to enter into a
Transfer Transaction at any time after the expiration of such 30-day or
shorter period even if such Transfer Transaction has a lower value to Parent
or the Class B Entity than any transaction proposed by the Company. The
Company agrees to keep confidential the fact that Parent or a Class B Entity
is considering effecting a Transfer Transaction, the possible terms thereof
and any confidential information obtained by the Company in pursuing
negotiations contemplated by this Section or otherwise obtained from Parent
or any of the Class B Entities or their respective representatives.

8. THE INVESTOR'S TAG-ALONG RIGHTS; THE CLASS B ENTITIES' DRAG-ALONG
RIGHTS. The Company and the Class B Entities hereby agree with each other that,
for so long as the Parent Class B Shares are entitled in accordance with their
terms to elect 75% of the Board or until this Section 8 terminates as provided
in Section 16(f), the Company and the Class B Entities shall be entitled to the
respective rights and subject to the respective obligations set forth in this
Section:

(a) TAG-ALONG. If any Class B Entity proposes to Transfer any Shares
Beneficially Owned by it to any Person (other than any Class B Entity or any
Qualified Parties or Controlled Subsidiaries of any Class B Entities) in a
transaction or series of transactions pursuant to which such Person,
together with Affiliates and Associates of such Person (excluding from such
Affiliates or Associates any Class B Entity or any Qualified Parties or
Controlled Subsidiaries of any Class B Entities) (a "Tag-Along
Transaction"), would become the Beneficial Owner of Voting Securities of
Parent that have the power to cast at least 50% of the votes entitled to be
cast in elections of directors of Parent, the Investor shall be given the
opportunity and shall have the right to Transfer such number (but no less or
more than such number) of the Shares then Beneficially Owned by the Investor
that is the same in proportion to the total number of Shares that are
Beneficially Owned by the Investor as the proportion of the number of Shares
being or to be Transferred by the Class B Entities concurrently to such
Person in the transaction or series of transactions constituting the
Tag-Along Transaction to the total number of Shares that are Beneficially
Owned by all of the Class B Entities on terms (including the form and amount
of, and the time of receipt of, consideration therefor) and conditions
identical in all material respects to those applicable to such Class B
Entity in connection with such Transfer. Any such Class B Entity shall give
written notice to the Investor setting forth in detail the material terms
and conditions of the applicable proposed Transfer, and the Investor shall
have at least ten business days after such notice is given within which to
exercise its rights contained in this Section by written notice thereof
given to such Class B Entity (it being understood and agreed that, if no
such notice is received by such Class B Entity within such period, the
Investor shall be deemed to have elected not to have exercised its rights
under this Section). Any such notice shall constitute an irrevocable offer
by the Investor to sell to such Person such Shares on the terms and
conditions received by any such Class B Entity in connection with such
Transfer.

(b) DRAG-ALONG. If the Investor does not exercise the rights set forth
in the foregoing paragraph (a), then any Class B Entity that is Transferring
Shares to a Person (other than any Class B Entity or any Qualified Parties
or Controlled Subsidiaries of a Class B Entity or any Person that before
entering into the definitive documentation relating to such Transfer was an
Associate or

B-9
<PAGE>
Affiliate of any Class B Entity or of a Qualified Party of a Class B Entity)
in a transaction or series of transactions pursuant to which such Person,
together with Affiliates and Associates of such Person (excluding from such
Affiliates or Associates any Class B Entity or any Qualified Parties or
Controlled Subsidiaries of any Class B Entities) (a "Drag-Along
Transaction"), would become the Beneficial Owner of Voting Securities of
Parent that have the power to cast at least 50% of the votes entitled to be
cast in elections of directors of Parent may give written notice to the
Investor during the period expiring on the close of business on the tenth
business day following the expiration of the five business day period set
forth in the foregoing paragraph (a) requiring the Investor to Transfer such
number (but no less or more than such number) of the Shares then
Beneficially Owned by the Investor that is the same in proportion to the
total number of Shares that are Beneficially Owned by the Investor as the
proportion of the number of Shares being or to be Transferred by the Class B
Entities concurrently to such Person in the transaction or series of
transactions constituting the Drag-Along Transaction to the number of Shares
that are Beneficially Owned by the Class B Entities on terms (including the
form and amount of, and the time of receipt of, consideration therefor) and
conditions no less favorable in all material respects to those applicable to
such Class B Entity (and its Affiliates and Associates) in connection with
such Transfer.

(c) PARITY; CLOSING. The terms on which the applicable Class B Entity
actually Transfers its Shares shall not be materially more favorable to the
Class B Entity (and its Affiliates, Associates and Qualified Parties), and
include no more cash, than the terms set forth in the notice given by it
pursuant to the foregoing paragraph (a). The Investor shall give the same
representations, warranties, covenants and agreements as are given by the
Class B Entity in connection with any Transfer pursuant to this Section, but
only insofar as they relate to the Investor's ownership of Shares or are
representations and warranties to the effect set forth in Section 2, and
shall take all such actions as may be necessary to permit such Transfer to
lawfully occur. The closing of the purchase and sale of the Investor's
Shares by any Person pursuant to this Section shall, to the extent legally
practicable, take place at the same time and place as the closing of the
Transfer by any such Class B Entity giving rise to the tag-along rights and
drag-along rights set forth in this Section. At such closing, (i) the
Investor shall deliver to such Person certificates representing the Shares
being sold, free and clear of any Lien (and the Investor hereby represents
and warrants to the Class B Entities and shall represent and warrant to such
Person that such Shares shall, immediately prior to such sale, be so free
and clear), (ii) such Person shall deliver to the Investor the consideration
to be paid for such Shares in accordance with the terms of the purchase and
sale of such Shares and (iii) the Investor shall execute such other
documents and take such other action as shall be reasonably necessary to
consummate the purchase and sale of such Shares; PROVIDED, that if the
Investor is required to Transfer Shares pursuant to a Class B Entity's
exercise of its drag-along rights, the Investor shall not be required to
enter into any noncompete or other agreement that in any material respect
restricts or has an adverse effect on the business or operations of the
Investor or any of its Affiliates.

9. PARENT'S RIGHT OF CONSULTATION WITH THE INVESTOR. The Company and
Parent hereby agree with each other that the Company and Parent shall be
entitled to the respective rights and subject to the respective obligations set
forth in this Section:

(a) NOTICE. If at any time the Investor desires to Transfer in a
transaction or series of transactions any Shares to any other Person
pursuant to Section 6(h), the Investor shall first notify Parent in writing
(an "Investor Proposal Notice") of the possibility of such a transaction,
the number of Shares proposed to be Transferred and the aggregate number of
and a description of the Shares that are Beneficially Owned by the Investor.

(b) CONSULTATION. Following Parent's receipt of an Investor Proposal
Notice the Investor shall discuss with Parent the possibility of effecting
such a transaction with Parent. If Parent wishes to pursue such a
transaction and is capable of completing such a transaction, then, for a
period of 30 days after Parent's receipt of the Investor Proposal Notice (or
such shorter period if Parent responds in

B-10
<PAGE>
writing that it is not interested in pursuing such a transaction), the
Investor shall negotiate in good faith and exclusively with Parent to
determine whether it is possible to agree to such a transaction with Parent
but shall not be obligated to enter into any agreement with Parent to do so.
The Investor shall be free to negotiate and to initiate and hold discussions
with other potential purchasers at any time before the Investor Proposal
Notice or after the expiration of such 30-day or shorter period and may
agree to enter into such a transaction at any time after the expiration of
such 30-day or shorter period even if such transaction has a lower value to
the Investor than any transaction proposed by Parent. Parent agrees to keep
confidential the fact that the Investor is considering effecting such a
transaction, the possible terms thereof and any confidential information
obtained by Parent in pursuing negotiations contemplated by this Section.

10. THE INVESTOR'S PREEMPTIVE RIGHTS. The Company and Parent hereby agree
with each other that the Investor and Parent shall be entitled to the respective
rights and subject to the respective obligations set forth in this Section:

(a) NOTICE; EXERCISE; CLOSING. If Parent proposes to issue, grant or
sell Shares, Parent shall give to the Investor a written notice setting
forth in reasonable detail the per share consideration (including, in the
case of any convertible or derivative security, the issue consideration pro
rated per Share for such security) and other terms on which such Shares are
proposed to be issued, granted or sold and the amount thereof proposed to be
issued, granted or sold. The Investor shall thereafter have the preemptive
right, exercisable by notice to Parent no later than 15 days after Parent's
notice is given, to purchase up to such number of Parent Class A Shares so
that, after giving effect to such issuance, grant or sale and the preemptive
subscription by the Investor, the Investor, together with its Affiliates and
Associates, will Beneficially Own in the aggregate the same proportion of
the Outstanding Share Capital as Beneficially Owned as of the date of
Parent's notice, for the consideration in cash and on the other terms set
forth in Parent's notice. Any written notice by the Investor exercising the
right to purchase Shares pursuant to this Section shall constitute an
irrevocable commitment to purchase from Parent the Shares specified in such
notice, subject to the maximum set forth in the preceding sentence. The
closing of the purchase of Shares by the Investor shall, to the extent
legally practicable, take place at the same time and place as the closing of
such issuance, grant or sale to the Persons giving rise to the preemptive
rights set forth in this Section and if not at the same time shall take
place as soon thereafter as is practicable; PROVIDED that such closing
shall, to the extent applicable, be conditioned upon the expiration or
termination of any waiting period under the HSR Act and the making of any
necessary filings with and obtaining of any approvals from any Governmental
Entities except those that the failure to make or obtain are not,
individually or in the aggregate, reasonably likely to have a Parent
Material Adverse Effect or a material adverse effect on the financial
condition, properties, business or results of operations of the Company and
its Subsidiaries taken as a whole. At such closing, (i) Parent shall deliver
to the Investor certificates representing the Shares being subscribed, and
such Shares will be validly issued, fully paid and nonassessable, (ii) the
Investor shall deliver to Parent the consideration to be paid for such
Shares and (iii) the Investor and Parent shall execute such other documents
and take such other action as shall be reasonably necessary to consummate
the subscription of such Shares.

(b) NON-EXERCISE. From the expiration of the 15-day period first
referred to in the foregoing paragraph (a) and for a period of 90 days
thereafter, Parent may offer, issue, grant and sell to any Person up to the
amount of Shares set forth in Parent's notice relating to such Shares for a
price and other terms no less favorable to Parent, and including no less
cash, than those set forth in such notice (without deduction for reasonable
underwriting, sales agency and similar fees payable in connection
therewith); PROVIDED, HOWEVER, that Parent may not issue, grant or sell
Shares in an amount greater than the amount set forth in such notice minus
the amount purchased or committed to be purchased by the Investor upon
exercise of its preemptive rights without granting the Investor the
preemptive rights in this Section with respect to such greater amount of
Shares.

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<PAGE>
(c) EXEMPTIONS. The provisions of this Section shall not apply to (i)
any issuance and sale of Shares by Parent in a Demand Registration (as
defined in Annex A) or in a Piggy-back Registration (as defined in Annex A)
in which the Investor is participating; (ii) the grant or exercise of
employee, management or director stock options to purchase Shares pursuant
to, or the issuance of Shares otherwise under or pursuant to, the Parent
Share Issuance Commitments; (iii) any grant or exercise of employee,
management or director stock options not included in the Parent Share
Issuance Commitments the grant of which, when aggregated with options or
Shares included in or issued under the Parent Share Issuance Commitments,
was or is consistent with CSC's and Parent's past practices; (iv) any sale,
grant or issuance of Shares that, together with any previous sales, grants
or issuances made in reliance on this clause (iv), represents less than 1%
of the Outstanding Share Capital as of the date of such sale, grant or
issuance; and (v) any other sale, grant or issuance of Shares that has been
approved in writing by the Investor.

(d) NON-CASH VALUATION. In the event that any offer, issue, grant or
sale includes or is proposed to include any non-cash consideration, Parent
and the Investor shall in good faith seek to agree upon the value of such
non-cash consideration. If Parent and the Investor fail to agree on such
value during the 15-day period contemplated by paragraph (a) of this
Section, then Parent shall refer the items in dispute to a nationally
recognized investment banking firm that is selected by the Board and that
shall make a final and binding determination within 10 days. The value of
any securities shall be the fair market value of such securities and the
value of any property other than securities shall be the fair market value
of such property. If a determination under this paragraph (d) is required,
any deadline for acceptance provided for in this Section shall be postponed
until the fifth business day after the date of such determination. Whichever
of the Investor or Parent whose last estimate differed the most from that
finally decided by the investment banking firm shall be responsible for and
pay all of the expenses of such investment banking firm. All determinations
made pursuant to this paragraph (d) shall be final and binding on the
Investor and Parent.

(e) HSR CONDITION. If in the reasonable judgment of the Investor, the
Investor's acquisition of Shares upon exercise of its rights under this
Section 10 would require a filing under the Hart-Scott-Rodino Antitrust
Improvements Act of 1976, as amended (the "HSR Act"), Parent and the
Investor each will take such actions as may be required promptly to comply
with the requirements of the HSR Act relating to the filing and furnishing
of information (an "HSR Report") to the Federal Trade Commission ("FTC") and
the Antitrust Division of the Department of Justice ("DOJ"), such actions to
include (i) preparing and cooperating with each other in preparing the HSR
Report to be filed by or on behalf of each of them so as to avoid errors or
inconsistencies between their HSR Reports in the description of the reported
transaction and to permit the filing of their HSR Reports in a timely
fashion, (ii) complying with any request for additional documents or
information made by the FTC, the DOJ or any other Governmental Entity or by
any court and assisting the other in so complying and (iii) causing all
Persons which are part of the same "person" (as defined for purposes of the
HSR Act) as such party to cooperate and assist in such compliance. Parent
and the Investor each will pay any costs that it incurs in complying with
the obligations set forth in this paragraph. It will be a condition
precedent to the acquisition of Shares by the Investor that either (i) no
filing under the HSR Act by the Investor is required in connection with such
acquisition or (ii) any applicable waiting period under the HSR Act has
expired or been terminated. If the applicable waiting period under the HSR
Act has not expired or been terminated within 180 days after filing of the
HSR Report or if the Investor and Parent agree to withdraw the HSR Report,
then Parent will use its reasonable best efforts to afford to the Investor
the benefits intended to be provided by this Section 10 by granting to the
Investor the right to acquire, on the same terms as the securities
originally to be acquired, other securities of Parent having substantially
the same rights, privileges and preferences as the securities originally to
be acquired, except that such other securities will not possess voting
rights and will be convertible into the Shares that the Investor was to
acquire pursuant to this Section.

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<PAGE>
11. BOARD REPRESENTATION.

(a) INVESTOR DIRECTORS. For so long as, and only for so long as, the
Investor Beneficially Owns Parent Class A Shares that in the aggregate
comprise at least 20% of the Outstanding Share Capital, the Investor shall
be entitled to nominate two and no more than two directors (the "Investor
Directors") to the Board, each of whom shall be a person that is reasonably
acceptable to Parent (it being agreed for this purpose that, subject to
applicable legal requirements, any executive officer or member of the board
of directors of the Company shall be acceptable to Parent); PROVIDED, that
in the event that the Investor shall at any time cease to Beneficially Own
Parent Class A Shares that in the aggregate comprise at least 20% of the
Outstanding Share Capital but shall continue to Beneficially Own Parent
Class A Shares that in the aggregate comprise at least 10% of the
Outstanding Share Capital, the Investor shall thenceforth be entitled to
nominate one and no more than one Investor Director under this Section 11
and Parent or any of the Class B Entities may request that one of the
Investor Directors then on the Board resign as a director of Parent and,
upon such request, one of the Investor Directors shall, and the Investor
shall use best efforts to cause one of the Investor Directors to, resign
immediately and relinquish all rights and privileges as a member of the
Board; PROVIDED, FURTHER, that each of the Investor Directors shall in all
cases be a director elected to the Board by the Parent Class B Shares. In
the event that the Investor shall at any time cease to Beneficially Own
Parent Class A Shares that in the aggregate comprise at least 10% of the
Outstanding Share Capital, the Investor shall thenceforth not be entitled to
nominate any Investor Directors under this Section 11 and Parent or any of
the Class B Entities may request that any Investor Directors then on the
Board resign as directors of Parent and, upon such request, the Investor
Directors shall, and the Investor shall use its reasonable best efforts to,
cause such Investor Directors to, resign immediately and relinquish all
rights and privileges as a member of the Board.

Prior to the election of directors to the Board, the Investor may give
reasonable advance written notice to Parent prior to the mailing of the proxy
statement relating to such matters requesting that Parent include, and Parent
and the Class B Entities (in their capacity as stockholders of Parent) agree
that Parent shall include, the Investor Directors as nominees for the slate of
directors to be elected to the Board.

Notwithstanding the foregoing, in the event that the holders of the Class B
Shares cease at any time to be entitled to elect 75% of the Board in accordance
with the terms of the Parent Class B Shares, the Investor shall thenceforth no
longer be entitled to any rights under this Section and the Investor agrees
that, following such event, Parent may request that all or any of the Investor
Directors then on the Board resign as Investor Directors, and upon such request
by Parent, the Investor Directors shall, and the Investor shall use reasonable
best efforts to cause such Investor Directors to, resign as Investor Directors
and relinquish all rights and privileges as a member of the Board at the next
meeting of stockholders of Parent called for the purpose of electing directors
to the Board; PROVIDED, that such Investor Directors may in any case be nominees
as directors to the Board at any meetings called for election of directors in
accordance with this Agreement and with the By-laws of Parent. Notwithstanding
anything to the contrary in this Agreement, no more than 25% of the directors on
the Board (rounded up to the nearest whole director) shall be nominees of the
Investor or any Affiliate or Associate of the Investor.

(b) SPECIAL COMMITTEE. For so long as, and only for so long as, the
Investor is entitled to nominate two Investor Directors pursuant to Section
11(a) (without giving effect to any reduction in the number of Investor
Directors resulting from the last sentence of Section 11(a)), (i) two (or
one, if the number of Investor Directors is reduced as a result of Section
11(a)) of the Special Directors shall be the Investor Directors and (ii)
Section 9 of Article II of Parent's By-laws may not be amended without the
prior written consent of the Investor. If only one of the Special Directors
is an Investor Director as a result of any reduction resulting from the last
sentence of Section 11(a), then any matter requiring the approval of the
Special Directors shall not be approved without the approval of the Investor
Director. The Investor, Parent and the Class B Entities agree that the
Investor Directors shall not be entitled to vote on the transactions
contemplated by the Partnership Contribution or on the

B-13
<PAGE>
approval or adoption of the Partnership Contribution Agreement
notwithstanding the fact that such transaction and such agreement may be
referred to the Special Committee.

(c) EFFORTS TO NOMINATE AND ELECT DIRECTORS. Parent shall nominate and
Parent and the Class B Entities shall use their respective best efforts to
take and cause to be taken all necessary action (corporate and other), which
efforts shall include the voting of or granting consents with respect to all
Voting Securities of Parent Beneficially Owned by them, to elect to the
Board the Investor Directors required to be nominated for election as
directors in accordance with the terms of this Section.

12. INVESTOR VOTING. For so long as the Class B Shares are entitled in
accordance with their terms to elect 75% of the Board, with respect to the
election of directors to or removal of directors from the Board and any increase
of authorized Shares*, the Investor shall vote or grant consent with respect to,
and shall cause to be voted or to be granted any consents with respect to, all
Voting Securities that are Beneficially Owned by the Investor on all matters
submitted to the holders of Voting Securities in direct proportion to the votes
or consents of the Minority Shares on any such matter. The Investor and the
Class B Entities shall cause all Shares owned by the Investor and the Class B
Entities, as the case may be, and shall use reasonable best efforts to cause all
of their respective Affiliates and Associates to be represented, in person or by
proxy, at all meetings of holders of Shares of which the Investor or the Class B
Entities, as the case may be, have actual notice, so that all of such Shares may
be counted for the purpose of determining the presence of a quorum at such
meetings.

13. ACQUISITION TRANSACTIONS. For so long as, and only for so long as, the
Investor is entitled to nominate two Investor Directors pursuant to Section
11(a), Parent shall not, without the prior written consent of the Company,
consummate an Acquisition Transaction if, after giving effect to such
transaction, the Cash Flow Ratio will exceed the Cash Flow Ratio Threshold.
Before consummation of an Acquisition Transaction that is reasonably likely to
result in the Cash Flow Ratio Threshold being exceeded, Parent shall provide
written notice and a reasonable description of such transaction, including pro
forma calculations of the Cash Flow Ratio giving effect to such transaction as
of the beginning of the most recent three-month period for which Annualized
Operating Cash Flow can be calculated, together with reasonable documentary
supporting information for such calculation. To the extent reasonably
practicable under the circumstances of such transaction, such notice shall be
given 30 days prior to such consummation, but in no event shall such notice be
given less than 10 days prior to such consummation.

14. ADDITIONAL AGREEMENTS.

(a) EXCHANGE ACT REPORTING. For so long as, and only for so long as,
any of the Shares Beneficially Owned by the Investor are "restricted
securities" within the meaning of Rule 144(a)(3) under the Securities Act,
unless Parent is then subject to and in compliance with Section 13 or 15(d)
of the Exchange Act as contemplated by Rule 144(c)(1) under the Securities
Act, Parent shall make publicly available any information concerning Parent
that is contemplated by Rule 144(c)(2) under the Securities Act.

(b) MAINTENANCE OF ULTIMATE PARENT ENTITY AS A PARTY. In the event
that the Company shall at any time become or be a Subsidiary of any Person
that is not a natural person, the Company covenants and agrees that the
Ultimate Parent Entity of such Person shall forthwith execute a counterpart
of this Agreement and shall assume all obligations of the Company hereunder
and all references herein to the Company shall be deemed a reference to such
Ultimate Parent Entity. This paragraph shall similarly apply to any
subsequent Ultimate Parent Entities.

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

* If not approved at the Stockholders Meeting, the Investor shall vote to
increase the authorized Parent Class A Shares.

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<PAGE>
(d) VOLUME DISCOUNTS. The Company shall use its reasonable best
efforts to make available to Parent and its Subsidiaries the benefits of its
agreements with vendors on terms no less favorable than those generally
available to the Company or Affiliates of the Company.

15. LEGENDS. (a) Each of the Investor and the Class B Entities agrees that
all certificates representing the Shares that are from time to time subject to
this Agreement shall bear the following legend:

"THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO A
STOCKHOLDERS AGREEMENT DATED , 199 (A COPY OF WHICH IS ON
FILE WITH THE SECRETARY OF THE CORPORATION) WHICH PROVIDES, AMONG OTHER
THINGS, FOR CERTAIN RESTRICTIONS ON THE TRANSFER AND VOTING THEREOF. THE
SECURITIES REPRESENTED BY THIS CERTIFICATE MAY NOT BE SOLD OR OTHERWISE
TRANSFERRED EXCEPT IN COMPLIANCE WITH SAID AGREEMENT. ANY SALE OR OTHER
TRANSFER NOT IN COMPLIANCE WITH SAID AGREEMENT SHALL BE VOID."

Upon termination with respect to the Investor or the Class B Entities of this
Agreement in accordance with its terms or upon any Shares ceasing to be subject
to this Agreement and upon the written request by the Investor or any of the
Class B Entities, as the case may be, Parent shall issue new certificates with
the foregoing legend removed.

(b) The Investor agrees that all certificates representing the Shares that
were issued in the Contribution and that are Transferred pursuant to this
Agreement (unless a registration statement with respect to such Shares referred
to in Annex A is then effective) shall bear the following legend until such time
as the Investor or any transferee thereof delivers an opinion of counsel
reasonably acceptable to Parent to the effect that such legend is no longer
required under the Securities Act:

"THE SECURITIES REPRESENTED BY THIS CERTIFICATE WERE SOLD WITHOUT
REGISTRATION UNDER THE SECURITIES ACT OF 1933 AND MAY BE OFFERED OR SOLD
ONLY IF REGISTERED UNDER THE SECURITIES ACT OF 1933 OR IF AN EXEMPTION
FROM REGISTRATION IS AVAILABLE."

16. MISCELLANEOUS.

(a) GOVERNING LAW. THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE
PARTIES HERETO SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH AND SUBJECT
TO THE LAWS OF THE STATE OF DELAWARE, WITHOUT REFERENCE TO CONFLICTS OF LAWS
PRINCIPLES.

(b) VENUE; WAIVER OF JURY TRIAL. The parties hereby irrevocably submit to
the jurisdiction of the courts of the State of Delaware and the Federal court of
the United States of America located in the State of Delaware solely in respect
of the interpretation and enforcement of the provisions of this Agreement and of
the documents referred to in this Agreement, and in respect of the transactions
contemplated hereby, and hereby waive, and agree not to assert, as a defense in
any action, suit or proceeding for the interpretation or enforcement hereof or
of any such document, that it is not subject thereto or that such action, suit
or proceeding may not be brought or is not maintainable in said courts or that
the venue thereof may not be appropriate or that this Agreement or any such
document may not be enforced in or by such courts, and the parties hereto
irrevocably agree that all claims with respect to such action or proceeding
shall be heard and determined in such a Delaware State or Federal court. The
parties hereby consent to and grant any such court jurisdiction over the person
of such parties and over the subject matter of such dispute and agree that
mailing of process or other papers in connection with any such action or
proceeding in the manner provided in paragraph (c) of this Section or in such
other manner as may be permitted by law shall be valid and sufficient service
thereof.

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<PAGE>
EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE
UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND
THEREFORE EACH SUCH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY
RIGHT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION
DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT, OR THE
TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT. EACH PARTY CERTIFIES AND
ACKNOWLEDGES THAT (i) NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY
HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE
EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER, (ii) EACH PARTY
UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (iii) EACH PARTY
MAKES THIS WAIVER VOLUNTARILY, AND (iv) EACH PARTY HAS BEEN INDUCED TO ENTER
INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND
CERTIFICATIONS IN THIS PARAGRAPH (b).

(c) NOTICES. All notices, requests, claims, demands and other
communications hereunder shall be in writing and shall be deemed given (i) on
the first business day following the date received, if delivered personally or
by telecopy (with telephonic confirmation of receipt by the addressee), (ii) on
the business day following timely deposit with an overnight courier service, if
sent by overnight courier specifying next day delivery and (iii) on the first
business day that is at least five days following deposit in the mails, if sent
by first class mail, to the parties at the following addresses (or at such other
address for a party as shall be specified by like notice):

If to the Company or the Investor, to:

5619 DTC Parkway

Englewood, Colorado 80111-3000

Facsimile: (303) 488-3219/(303) 488-3245

Attention: President/Legal Department

with a copy to:

Sherman & Howard L.L.C.

Suite 3000

633 Seventeenth Street

Denver, Colorado 80202

Facsimile: (303) 298-0940

Attention: Charles Y. Tanabe, Esq.

If to Parent, to:

One Media Crossways

Woodbury, New York 11797

Facsimile: (516) 364-8501

Attention: General Counsel

with a copy to:

Sullivan & Cromwell

125 Broad Street

New York, New York 10004

Facsimile: (212) 558-3588

Attention: Joseph B. Frumkin, Esq.

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<PAGE>
If to any of the Class B Entities, to:

Charles F. Dolan

One Media Crossways

Woodbury, New York 11797

Facsimile: (516) 364-6279

and

William A. Frewin, Jr.

One Media Crossways

Woodbury, New York 11797

Facsimile: (516) 364-4592

with a copy to:

Debevoise & Plimpton

875 Third Avenue

New York, New York 10022

Facsimile: (212) 909-6836

Attention: Bruce D. Haims, Esq.

(d) SEVERABILITY. The provisions of this Agreement shall be deemed
severable and the invalidity or unenforceability of any provision shall not
affect the validity or enforceability of the other provisions hereof. If any
provision of this Agreement, or the application thereof to any Person or any
circumstance, is invalid or unenforceable, (i) a suitable and equitable
provision shall be substituted therefor in order to carry out, so far as may be
valid and enforceable, the intent and purpose of such invalid or unenforceable
provision and (ii) the remainder of this Agreement and the application of such
provision to other Persons or circumstances shall not be affected by such
invalidity or unenforceability, nor shall such invalidity or unenforceability
affect the validity or enforceability of such provision, or the application
thereof, in any other jurisdiction.

(e) COUNTERPARTS. For the convenience of the parties hereto, this
Agreement may be executed in any number of counterparts, each of which shall be
deemed to be an original and all of which shall together constitute the same
agreement.

(f) TERMINATION; SURVIVAL. Immediately upon the Investor, together with
all of the Affiliates of the Investor, ceasing to Beneficially Own in the
aggregate at least 20% of the Outstanding Share Capital, Sections 7 and 9 shall
terminate automatically without any action by any party and such terminated
provision shall not survive such termination. Immediately upon the Investor,
together with all of the Affiliates of the Investor, ceasing to Beneficially Own
in the aggregate at least 10% of the Outstanding Share Capital, this Agreement
(other than Sections 1, 2, 3, 4, 5, 14(c), 15 and 16) shall terminate
automatically without any action by any party and such terminated provisions of
this Agreement shall not survive such termination. On the day that is two years
after the date of such termination, Section 5 shall terminate automatically
without any action by any party and shall not survive such termination.
Immediately upon a Transfer to a Permitted Transferee pursuant to Section 6(h),
Sections 7, 9, 11(b) and 13 shall terminate automatically without any action by
any party and such terminated provisions of this Agreement shall not survive
such termination; PROVIDED, that if such Permitted Transferee is a Competitor,
all of Section 11 shall terminate automatically without any action by any party
and such terminated provision shall not survive such termination; PROVIDED,
FURTHER, that on the day that is five years following a Transfer to any such
Permitted Transferee, Section 10 shall terminate automatically without any
action by any party and such terminated provision shall not survive such
termination. This Section 16 and Sections 1, 2, 3, 4, 14(c) and 15 shall survive
any termination of all or any part of this Agreement indefinitely.

B-17
<PAGE>
(g) HEADINGS; RECITALS. All Section headings and the recitals herein are
for convenience of reference only and are not part of this Agreement, and no
construction or reference shall be derived therefrom.

(h) SPECIFIC PERFORMANCE. Each party hereto acknowledges that it will be
impossible to measure in money the damage to the other party if a party hereto
fails to comply with any of the obligations imposed by this Agreement, that
every such obligation is material and that, in the event of any such failure,
the other party will not have an adequate remedy at law or damages. Accordingly,
each party hereto agrees that injunctive relief or other equitable remedy, in
addition to remedies at law or damages, is the appropriate remedy for any such
failure and will not oppose the granting of such relief on the basis that the
other party has an adequate remedy at law. Each party hereto agrees that it
shall not seek, and agrees to waive any requirement for, the securing or posting
of a bond in connection with any other party's seeking or obtaining such
equitable relief.

(i) SUCCESSORS AND ASSIGNS. This Agreement shall be binding upon and inure
to the benefit of the parties hereto and their respective successors and
permitted assigns and shall not be assignable except to the extent expressly
permitted hereby and any purported assignment in violation of this Agreement
shall be void. Any Class B Entity may assign this Agreement in connection with a
Transfer of any Shares to a Class B Entity or any Qualified Parties or
Controlled Subsidiaries of any Class B Entities; PROVIDED, that such transferee
shall become a party to a counterpart of this Agreement and become bound as a
Class B Entity hereunder. In the case of a merger or other business combination
or reorganization transaction involving Parent where securities other than those
of Parent are issued to the holders of Shares, this Agreement shall be assigned
to and shall inure to the benefit of and be binding upon the Person issuing
securities in such transaction and any reference herein to Parent shall be
deemed to be a reference to such Person. The rights and obligations under this
Agreement (excluding Sections 7, 9, 11(b) and 13) shall be assigned by the
Investor and the Company to a Permitted Transferee in connection with the
Transfer to such Permitted Transferee pursuant to Section 6(h); PROVIDED, that
if such Permitted Transferee is a Competitor, Section 11 shall also be excluded
from such assignment, which assignment shall not terminate any portion of this
Agreement except in accordance with Section 16(f). The Investor may assign its
rights and obligations (w) under this Agreement to a Permitted Transferee
pursuant to Section 6(a)(i), (x) under this Agreement to a Permitted Transferee
pursuant to Section 6(a)(ii), (y) under Sections 14(c), 15 and 16 to a
transferee pursuant to Section 6(b) and (z) under Sections 6, 11, 14(c), 15 and
16 to a transferee pursuant to Section 6(g), which assignment shall not
terminate any obligations of the Investor hereunder; PROVIDED, that in the event
of an assignment described in (x), (y) or (z) above, the Investor agrees with
Parent that the transferee(s) and the Investor shall, with respect to Parent,
act as one Investor under such assigned Sections.

(j) ENTIRE AGREEMENT; AMENDMENT; WAIVER. This Agreement (including any
annexes and schedules hereto) and the Merger Agreement (including any exhibits
and schedules thereto) supersede all prior agreements, written or oral, among
the parties hereto with respect to the subject matter hereof and contains the
entire agreement among the parties with respect to the subject matter hereof.
This Agreement may not be amended, supplemented or modified, and no provisions
hereof may be modified or waived, except by an instrument in writing signed by
the party or parties affected or to be affected thereby. No waiver of any
provisions hereof by any party shall be deemed a waiver of any other provisions
hereof by any such party, nor shall any such waiver be deemed a continuing
waiver of any provision hereof by such party.

(k) NO REQUEST FOR AMENDMENT OR WAIVER. The Company shall not, and shall
cause its Affiliates not to and use reasonable best efforts to cause its
Associates not to, request publicly that Parent or any of the Class B Entities
or any of their respective agents or representatives, directly or indirectly,
amend or waive any provision of this Agreement or make any such request
privately if it could reasonably be expected to require Parent to make a public
announcement regarding such request.

(l) NO RELIEF OF LIABILITIES. No Transfer by the Investor or any Class B
Entity of Beneficial Ownership of any Shares shall relieve the Investor or such
Class B Entity of any liabilities or obligations to

B-18
<PAGE>
Parent or to a Class B Entity (in the case of a Transfer by the Investor) or to
the Investor (in the case of a Transfer by a Class B Entity) that arose or
accrued prior to the date of such Transfer.

(m) SECURITIES SUBJECT TO AGREEMENT; INEFFECTIVE TRANSFERS. All Shares
that are Beneficially Owned by the Investor (including any Shares disclosed
pursuant to Section Z(a) for as long as such Shares are Beneficially Owned by
the Investor or its Affiliates), and the Class B Entities and, to the extent
provided herein, the Affiliates and Associates of the Investor and the Class B
Entities, shall be subject to this Agreement. No Transfer or acquisition of any
Shares in violation of any provision of this Agreement shall be effective to
pass any title to, or create any interest in favor of, any Person, but the
Investor or Class B Entities, as the case may be, in attempting to effect or in
permitting or suffering such Transfer or acquisition, shall be deemed to have
committed a material breach hereof.

(n) FURTHER ASSURANCES. The parties hereto shall execute and deliver such
additional instruments and other documents and shall take such further actions
as may be necessary or appropriate to effectuate, carry out and comply with all
of the terms of this Agreement and the transactions contemplated hereby.

(o) THIRD PARTY BENEFICIARIES. NOTHING IN THIS AGREEMENT, EXPRESS OR
IMPLIED, IS INTENDED TO CONFER UPON ANY THIRD PARTY ANY RIGHTS OR REMEDIES OF
ANY NATURE WHATSOEVER UNDER OR BY REASON OF THIS AGREEMENT.

IN WITNESS WHEREOF, Parent, each Class B Entity and the Company have
executed and delivered this Agreement, or a counterpart hereof, as of the date
first written above or, where applicable, across from a party's signature on
such counterpart.

CABLEVISION SYSTEMS CORPORATION

By: ------------------------------------------
Name:
Title:

TELE-COMMUNICATIONS, INC.

By: ------------------------------------------
Name:
Title:

CHARLES F. DOLAN

By:

CHARLES F. DOLAN 1997 GRANTOR RETAINED ANNUITY
TRUST

By: ------------------------------------------
Name:
Title:

B-19
<PAGE>
<TABLE>
<S> <C> <C>
DOLAN DESCENDANTS TRUST

By: ------------------------------------------
Name:
Title:

DOLAN PROGENY TRUST

By: ------------------------------------------
Name:
Title:

DOLAN GRANDCHILDREN TRUST

By: ------------------------------------------
Name:
Title:

DOLAN SPOUSE TRUST

By: ------------------------------------------
Name:
Title:

DC KATHLEEN TRUST

By: ------------------------------------------
Name:
Title:

DC DEBORAH TRUST

By: ------------------------------------------
Name:
Title:

DC MARIANNE TRUST

By: ------------------------------------------
Name:
Title:
</TABLE>

B-20
<PAGE>
<TABLE>
<S> <C> <C>
DC PATRICK TRUST

By: ------------------------------------------
Name:
Title:

DC THOMAS TRUST

By: ------------------------------------------
Name:
Title:

DC JAMES TRUST

By: ------------------------------------------
Name:
Title:

CFD TRUST NO. 1

By: ------------------------------------------
Name:
Title:

CFD TRUST NO. 2

By: ------------------------------------------
Name:
Title:

CFD TRUST NO. 3

By: ------------------------------------------
Name:
Title:

CFD TRUST NO. 4

By: ------------------------------------------
Name:
Title:
</TABLE>

B-21
<PAGE>
<TABLE>
<S> <C> <C>
CFD TRUST NO. 5

By: ------------------------------------------
Name:
Title:

CFD TRUST NO. 6

By: ------------------------------------------
Name:
Title:

CFD TRUST NO. 10

By: ------------------------------------------
Name:
Title:
</TABLE>

B-22
<PAGE>
SCHEDULE 1

(PARENT SHARE ISSUANCE COMMITMENTS)

1. CSC Stock Plans.

2. Any Parent Class A Shares issuable upon conversion of any Parent Class B
Shares.

3. Any Shares issuable upon conversion of the Series C Cumulative Preferred
Stock, par value $.01 per share, of Parent outstanding as of the date of the
Merger Agreement.
<PAGE>
SCHEDULE 3

(PARENT CLASS B SHARES OF THE CLASS B ENTITIES)*

<TABLE>
<CAPTION>
ENTITY CLASS B SHARES
- -------------------------------------------------------------------------------------------------- --------------
<S> <C>
Charles F. Dolan.................................................................................. 4,859,281
Charles F. Dolan 1997 Grantor Retained Annuity Trust.............................................. 1,240,000
Dolan Descendants Trust........................................................................... 413,625
Dolan Progeny Trust............................................................................... 513,625
Dolan Grandchildren Trust......................................................................... 307,625
Dolan Spouse Trust................................................................................ 52,945
DC Kathleen Trust................................................................................. 303,116
DC Deborah Trust.................................................................................. 303,116
DC Marianne Trust................................................................................. 294,285
DC Patrick Trust.................................................................................. 294,285
DC Thomas Trust................................................................................... 303,116
DC James Trust.................................................................................... 303,116
CFD Trust No. 1................................................................................... 302,880
CFD Trust No. 2................................................................................... 302,880
CFD Trust No. 3................................................................................... 294,049
CFD Trust No. 4................................................................................... 294,049
CFD Trust No. 5................................................................................... 302,880
CFD Trust No. 6................................................................................... 302,880
CFD Trust No. 10.................................................................................. 93,456
</TABLE>

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

* To be updated as of Contribution Closing.
<PAGE>
ANNEX A

REGISTRATION RIGHTS

The Parent Class A Shares that are Beneficially Owned by the Investor from
time to time are hereinafter referred to as the "Registrable Securities" and
shall have the benefit of the following registration rights.

<TABLE>
<S> <C>
Demand Registration:......... After the date that is six months following the Stock
Closing, the Investor may request, by written notice to
Parent, that Parent file a registration statement
registering for offering and sale Registrable Securities in
an amount equal to or in excess of 2,000,000 Shares or, if
less, the Shares then Beneficially Owned by the Investor and
any transferees with rights hereunder in an underwritten
public offering (a "Demand Registration"). Parent will use
its reasonable best efforts to file a registration statement
on an appropriate form with the SEC covering the Registrable
Securities for which registration was so requested within 30
days of Parent's receipt of such request, subject to
Parent's blackout rights described below, and shall use its
reasonable best efforts to cause such registration statement
to be declared effective as soon thereafter as practicable.
In addition, Parent shall amend or supplement such
registration statement so that the Investor may use such
registration statement and the related prospectus in
connection with an underwritten offering of such Registrable
Securities for 90 days from the effective date of such
registration statement, subject to Parent's blackout rights
described below. Parent agrees to keep the Demand
Registration effective for such 90-day period and, after the
expiration of such 90-day period, may deregister the
Registrable Securities registered thereon. Parent shall not
be obligated to effect more than one Demand Registration for
the Investor in each of the years following the date that is
six months following the Stock Closing.

Piggy-back Registration:..... The Investor shall be entitled to "piggy-back" registration
rights on any registrations of Shares registering for
offering and sale at least $100 million of Shares (based
upon the market value thereof on the date of filing), other
than a registration on Form S-8, Form S-4 or any successors
to such forms (a "Piggy-back Registration"), subject to the
cutback provisions described below.

Registration Expenses:....... The Investor will pay a proportional amount (based upon the
number of shares registered by the Investor) of any and all
fees and expenses in a Piggy-back Registration; PROVIDED,
that the Investor will not be responsible for counsel
expenses of other selling stockholders. In a Demand
Registration, Parent will pay any and all fees and expenses;
PROVIDED that Parent will not be responsible for the counsel
expenses of the Investor or any underwriting fees and
commissions for the Shares sold by the Investor.

Underwriters:................ In case of any Demand Registration or Piggy-back
Registration, Parent shall select the underwriter or
underwriters that shall manage or lead such registration.
The Investor shall not be entitled to
</TABLE>

A-1
<PAGE>
<TABLE>
<S> <C>
participate in any underwritten offering unless and until
the Investor has entered into an underwriting or other
agreement with such underwriter or underwriters in such form
as Parent and such underwriter or underwriters shall
determine.

In addition, in connection with any underwritten offering
proposed by the Investor hereunder, Parent shall enter into
an underwriting or other agreement with the underwriters
thereof containing customary representations, warranties,
covenants, indemnities and other terms.

Transfer of
Registration Rights:....... The Investor may transfer or assign its registration rights
in connection with any Transfer of Registrable Securities to
a Permitted Transferee or a transferee under Section 6(b) or
6(g); PROVIDED, that any such transferee shall agree to be
bound by the terms hereof relating to Shares or securities
convertible or exchangeable for Shares and, with respect to
Parent, all of such transferees must act as one Investor
hereunder.

Lock-Up Provision:........... The Investor will not engage in transactions involving
Parent's equity securities, including by commencing any
public offering of Parent's equity securities or by causing
a Demand Registration, for a period not to exceed 180 days
after the effective date of any Parent registration
statement that is equal to the shortest period that such
restriction is made applicable to any director, officer or
Affiliate of Parent.

Blackout Rights:............. Upon written notice to the Investor, Parent may suspend the
Investor's right to sell Registrable Securities under a
registration statement or temporarily refuse to proceed with
a Demand Registration under the following circumstances: (a)
Parent reasonably believes that the use of such registration
statement would require disclosure of a material corporate
development not otherwise required to be disclosed that
Parent has a valid business purpose for not disclosing, (b)
Parent is in the process of making, or preparing to make, a
registered offering of securities and Parent reasonably
deems it advisable to temporarily discontinue disposition of
Registrable Securities or (c) Parent reasonably believes
that disposition of Registrable Securities at such time
would have a material adverse effect on Parent. Parent shall
notify the Investor immediately upon the conditions in
clause (a) or (c) above ceasing to exist, at which time such
suspension shall terminate. Notwithstanding the foregoing,
(i) the maximum period in which Parent can suspend the
Investor's rights under clauses (a), (b) and (c) above is 60
days on any single occasion and 145 consecutive days in any
one-year period, (ii) Parent may not suspend such rights
more than three times in any one-year period commencing
after the date that the Demand Registration becomes
effective and (iii) the Investor shall in any event, taking
into account the blackout rights and lock-up provisions set
forth herein, be entitled to 180 days in any one-year period
(other than the period prior to the date that is six months
following the Stock Closing) that are not subject to any
blackout or lock-up. The Investor's rights hereunder
</TABLE>

A-2
<PAGE>
<TABLE>
<S> <C>
may not be suspended unless corresponding rights of other
stockholders are similarly suspended.

Cutback Rights:.............. In the event that the Investor, Parent and/or any
stockholder or Affiliate of Parent are participating in an
underwritten equity offering and the managing or lead
underwriter or underwriters thereof shall determine in its
or their reasonable good faith judgment that it cannot sell,
or that it would not be advisable to sell, all the Shares
desired to be sold, then the number of Shares that each such
Person may have included shall be reduced according to the
following terms until the managing or lead underwriter or
underwriters shall believe that the remaining Shares can be
sold and it would not be inadvisable to sell such number of
Shares:

(a) in the event that the offering in question
includes a primary offering of Shares by Parent, then
the number of Shares that Parent may have included shall
not be reduced and the number of Shares which the
Investor and any other Persons may have included shall
be reduced pro rata in proportion to the total number of
Shares sought to be included by each such Person, and

(b) in the event that the offering in question does
not include a primary offering of Shares by Parent, then
the number of shares that the Investor and any other
Persons may have included shall be reduced pro rata in
proportion to the total number of Shares sought to be
included by each such Person.

Indemnification:............. Parent will indemnify the Investor and the Investor's
officers, directors and controlling persons against any
losses, claims, damages, expenses or liabilities incurred by
the Investor arising out of, or based upon, any untrue
statement or alleged untrue statement of a material fact
contained in any registration statement or prospectus or
amendment or supplement thereto, including any document
incorporated by reference therein, or the omission or
alleged omission therefrom of a material fact necessary in
order to make the statements therein, in light of the
circumstances under which they were made, not misleading;
PROVIDED, that Parent shall not be liable to the extent that
any loss, claim, damage, expense or liability arises out of
information supplied in writing by the Investor or any of
its Affiliates or Associates for use in any registration
statement or prospectus or amendment or supplement thereto,
including any document incorporated by reference therein.
The Investor shall indemnify Parent and Parent's officers,
directors and controlling persons against any losses,
claims, damages, expenses or liabilities incurred by Parent
arising out of, or based upon, any untrue statement or
alleged untrue statement of a material fact relating to the
Investor contained in any registration statement or
prospectus or amendment or supplement thereto, including any
document incorporated by reference therein, which
information was supplied in writing by the Investor or any
of its Affiliates or Associates for use in any registration
statement or prospectus or amendment or supplement thereto,
or the omission or alleged omission therefrom of a material
fact relating to the Investor
</TABLE>

A-3
<PAGE>
<TABLE>
<S> <C>
necessary in order to make the statements therein, in light
of the circumstances under which they were made, not
misleading.

Promptly after receipt by an indemnified party under the
preceding paragraph of notice of the commencement of any
action, such indemnified party shall, if a claim in respect
thereof is to be made against the indemnifying party under
such paragraph, notify the indemnifying party in writing of
the commencement thereof; but the omission so to notify the
indemnifying party shall not relieve it from any liability
which it may have to any indemnified party otherwise than
under such subsection. In case any such action shall be
brought against any indemnified party and it shall notify
the indemnifying party of the commencement thereof, the
indemnifying party shall be entitled to participate therein
and, to the extent that it shall wish, jointly with any
other indemnifying party similarly notified, to assume the
defense thereof, with counsel satisfactory to such
indemnified party (who shall not, except with the consent of
the indemnified party, be counsel to the indemnifying
party), and, after notice from the indemnifying party to
such indemnified party of its election so to assume the
defense thereof, the indemnifying party shall not be liable
to such indemnified party under such subsection for any
legal expenses of other counsel or any other expenses, in
each case subsequently incurred by such indemnified party,
in connection with the defense thereof other than reasonable
costs of investigation. No indemnifying party shall, without
the written consent of the indemnified party, effect the
settlement or compromise of, or consent to the entry of any
judgment with respect to, any pending or threatened action
or claim in respect of which indemnification or contribution
may be sought hereunder (whether or not the indemnified
party is an actual or potential party to such action or
claim) unless such settlement, compromise or judgment (i)
includes an unconditional release of the indemnified party
from all liability arising out of such action or claim and
(ii) does not include a statement as to or an admission of
fault, culpability or a failure to act by or on behalf of
any indemnified party.

Termination of
Registration Rights:....... The Investor's registration rights hereunder will
automatically expire with no action by either Parent or the
Investor if and at the time that the Investor is able to
sell all of its Registrable Securities in any 90-day period
pursuant to Rule 144 or any successor exemption under the
Securities Act.

Further Actions:............. In connection with sales of Registrable Securities by the
Investor, Parent shall take such further actions as are
customarily required of issuers providing registration
rights, including using its reasonable best efforts to (i)
list the shares on the principal securities exchanges or
markets on which or in which the outstanding securities of
the same class are listed or traded, (ii) obtain any
required clearance with state securities regulators, (iii)
file Exchange Act reports on a timely basis, (iv) make
available for inspection corporate documents at reasonable
times, (v) participate in a reasonable number of management
due
</TABLE>

A-4
<PAGE>
<TABLE>
<S> <C>
diligence sessions at reasonable times (but Parent's
management shall not be required to travel outside of the
metropolitan area in which its principal executive offices
are located) and (vi) furnish copies of required
prospectuses, in each case, at the expense of the Investor.

Savings Clause:.............. The registration rights granted hereunder are subject in all
respects to the rights granted to Cablevision Systems
Company and CSC Holdings Company pursuant to the
Registration Rights Agreements, each dated January 27, 1986,
between CSC and each of such parties as in effect on the
date of the Merger Agreement, true and complete copies of
which have been provided to the Company.
</TABLE>

A-5
<PAGE>
APPENDIX C

VOTING AGREEMENT

THIS VOTING AGREEMENT (this "Agreement") is entered into as of November 21,
1997 by and among CSC Parent Corporation, a Delaware corporation ("Parent"),
Tele-Communications, Inc., a Delaware corporation (the "Company"), Cablevision
Systems Corporation, a Delaware corporation ("CSC"), and the Class B Entities
(as defined below).

WHEREAS, CSC, Parent and TCI Communications, Inc. have entered into an
Amended and Restated Contribution and Merger Agreement (the "Merger Agreement")
dated as of June 6, 1997 providing for, among other things, the Contribution and
the Merger;

WHEREAS, the Merger Agreement contemplates the execution and delivery of
this Agreement;

WHEREAS, the parties hereto desire to make certain representations,
warranties, covenants and agreements as provided in this Agreement.

NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the parties hereto agree as
follows:

1. CERTAIN DEFINITIONS. (a) Capitalized terms that are used but not
otherwise defined herein shall have the meanings given to them in the Merger
Agreement.

(b) For the purposes of this Agreement, the following terms shall have
the following meanings:

"Affiliate" and "Associate" when used with reference to any Person shall
have the meanings assigned to such terms in Rule 12b-2 of the Exchange Act as in
effect on the date hereof; PROVIDED, that CSC and Parent and their Subsidiaries
and the officers and directors of CSC and Parent and their Subsidiaries who are
not directors or officers of the Company or any of its Subsidiaries shall not,
solely as a result of holding such office of CSC and Parent or any of their
Subsidiaries, be deemed Affiliates or Associates of the Company or its
Subsidiaries for purposes of this Agreement.

A Person shall be deemed the "Beneficial Owner", and to have "Beneficial
Ownership" of, and to "Beneficially Own," any securities as to which such Person
is or may be deemed to be the beneficial owner pursuant to Rule 13d-3 and 13d-5
under the Exchange Act, as such rules are in effect on the date of this
Agreement, as well as any securities as to which such Person has the right to
become Beneficial Owner (whether such right is exercisable immediately or only
after the passage of time or the occurrence of conditions) pursuant to any
agreement, arrangement or understanding (other than customary agreements with
and between underwriters and selling group members with respect to a BONA FIDE
public offering of securities), or upon the exercise of conversion rights,
exchange rights, rights, warrants or options, or otherwise; PROVIDED, HOWEVER,
that a Person shall not be deemed the "Beneficial Owner", or to have "Beneficial
Ownership" of, or to "Beneficially Own", any Shares solely by virtue of being a
party to the Merger Agreement or (i) solely because such Shares have been
tendered pursuant to a tender or exchange offer made by such Person, or any of
such Person's Affiliates or Associates, until such tendered Shares are accepted
for payment or exchange or (ii) solely because such Person, or any of such
Person's Affiliates or Associates, has or shares the power to vote or direct the
voting of such Shares pursuant to a revocable proxy given in response to a
public proxy or consent solicitation made pursuant to, and in accordance with,
the applicable rules and regulations under the Exchange Act, except if such
power (or the arrangements relating thereto) is then reportable under Item 6 of
Schedule 13D under the Exchange Act (or any similar provision of a comparable or
successor report). For purposes of this Agreement, in determining the percentage
of the outstanding Shares with respect to which a Person is the Beneficial
Owner, all Shares as to which such Person is deemed the Beneficial Owner shall
be deemed outstanding.

C-1
<PAGE>
"Charter Amendments" shall mean each of those amendments to the certificate
of incorporation of CSC, in such form as may be approved by resolution of the
board of directors of CSC, such that each of the CSC Series C Cumulative
Preferred Stock, par value $.01 per share, CSC Series D Cumulative Preferred
Stock, par value $.01 per share, and CSC Series I Cumulative Convertible
Exchangeable Preferred Stock, par value $.01 per share, shall, as a result of
the Merger automatically become at the Effective Time, without any action by any
Person, preferred stock of Parent having the same terms and designations as
immediately prior to the Effective Time except for being preferred stock of
Parent rather than preferred stock of CSC.

"Shares" shall mean the Parent Class A Shares and Parent Class B Shares and
any other shares of common stock of Parent.

2. REPRESENTATIONS OF PARENT AND CSC. As of the date hereof, Parent and CSC
severally represent and warrant to the Company and to each of the Class B
Entities that:

(a) each of Parent and CSC has all requisite corporate power and
authority and has taken all corporate action necessary in order to execute
and deliver this Agreement; and

(b) this Agreement has been duly executed and delivered by Parent and
CSC and is a valid and binding agreement of Parent and CSC enforceable
against each of them in accordance with its terms, subject to the Bankruptcy
and Equity Exception.

3. REPRESENTATIONS OF THE COMPANY. As of the date hereof, the Company
represents and warrants to Parent, to CSC and to each of the Class B Entities
that:

(a) the Company does not Beneficially Own any Shares other than those
Parent Class A Shares to be issued in connection with the Contribution at
the Closing or as disclosed to Parent or CSC;

(b) the Company has all requisite corporate power and authority and has
taken all corporate action necessary in order to execute and deliver this
Agreement; and

4. REPRESENTATIONS OF THE CLASS B ENTITIES. As of the date hereof, the Class
B Entities each severally represents and warrants to the Company, to CSC and to
Parent that:

(a) such Class B Entity Beneficially Owns Shares as set forth opposite
its name in Schedule 4 hereto;

(b) such Class B Entity has all requisite power and authority (corporate
or otherwise) and has taken all action (corporate or otherwise) necessary in
order to execute and deliver this Agreement;

(c) this Agreement has been executed and delivered by such Class B
Entity and is a valid and binding agreement of such Class B Entity
enforceable against it in accordance with its terms, subject to the
Bankruptcy and Equity Exception;

(d) other than filings under the Exchange Act, no notices, reports or
other filings are required to be made by such Class B Entity with, nor are
any consents, registrations, approvals, permits or authorizations required
to be obtained by such Class B Entity from, any Governmental Entity, in
connection with the execution and delivery of this Agreement by such Class B
Entity, except those that

C-2
<PAGE>
the failure to make or obtain are not, individually or in the aggregate,
reasonably likely to prevent, materially delay or materially impair the
ability of such Class B Entity to consummate the transactions contemplated
by this Agreement; and

(e) the execution, delivery and performance of this Agreement by such
Class B Entity does not, and the consummation by such Class B Entity of the
transactions contemplated hereby will not, constitute or result in (i) a
breach or violation of, or a default under, the certificate of incorporation
or by-laws of such Class B Entity or any of their comparable governing
instruments, (ii) a breach of or violation of or a default under, or the
acceleration of any obligations of or the creation of a Lien on the assets
of such Class B Entity (with or without notice, lapse of time or both)
pursuant to, any Contracts binding upon such Class B Entity or any Law or
governmental or non-governmental permit or license to which such Class B
Entity is subject or (iii) any change in the rights or obligations of any
party under any of such Contracts, except, in the case of clause (ii) or
(iii) above, (x) for Contracts, Laws, permits and licenses also binding upon
CSC or to which CSC or its business also is subject and (y) for any breach,
violation, default, acceleration, creation or change that, individually or
in the aggregate, is not reasonably likely to prevent, materially delay or
materially impair the ability of such Class B Entity to consummate the
transactions contemplated by this Agreement.

5. AGREEMENT TO VOTE SHARES. Each of the Class B Entities severally
covenants and agrees with the Company, CSC and Parent (a) to vote all Shares
that are Beneficially Owned by such Class B Entity in favor of (or consent with
respect to such Shares for) the adoption and approval of the Merger Agreement
and the Merger, the adoption and approval of the Charter Amendments and the
approval of the issuance of the shares of Parent Common Stock required to be
issued in connection with the consummation of the Contribution at every meeting
of the stockholders of CSC or Parent (or solicitation of consents in lieu
thereof) at which such matters are considered and at every adjournment or
postponement thereof, and (b) to vote such Shares against (or withhold consents
with respect to such Shares for) any proposal that would compete with or serve
to interfere, delay or otherwise inhibit the timely consummation of the matters
contemplated by the foregoing clause.

6. NO VOTING TRUSTS OR TRANSFERS. After the date hereof, each of the Class B
Entities severally covenants and agrees with the Company, CSC and Parent that
such Class B Entity shall not, and shall not permit any entity to, (i) deposit
any Shares Beneficially Owned by such Class B Entity in a voting trust or
subject any Shares to any arrangement with respect to the voting of such Shares
other than agreements or arrangements entered into in furtherance of the
Transactions or those that would not materially impair the ability to consummate
the Transactions on the schedule contemplated by the Merger Agreement or (ii)
Transfer (as defined in the Stockholders Agreement) any of its interest in
Shares to any Person unless such transferee agrees to be bound by this Agreement
to the same extent as such Class B Entity, other than as agreed in writing by
Parent, CSC and the Company.

7. STOCKHOLDERS AGREEMENT. Each of the Class B Entities, the Company and
Parent severally agrees that, at the Closing, it will execute and deliver the
Stockholders Agreement.

8. MISCELLANEOUS.

C-3
<PAGE>
interpretation or enforcement hereof or of any such document, that it is not
subject thereto or that such action, suit or proceeding may not be brought or is
not maintainable in said courts or that the venue thereof may not be appropriate
or that this Agreement or any such document may not be enforced in or by such
courts, and the parties hereto irrevocably agree that all claims with respect to
such action or proceeding shall be heard and determined in such a Delaware State
or Federal court. The parties hereby consent to and grant any such court
jurisdiction over the person of such parties and over the subject matter of such
dispute and agree that mailing of process or other papers in connection with any
such action or proceeding in the manner provided in paragraph (c) of this
Section or in such other manner as may be permitted by law shall be valid and
sufficient service thereof.

EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE
UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND
THEREFORE EACH SUCH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY
RIGHT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION
DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT, OR THE
TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT. EACH PARTY CERTIFIES AND
ACKNOWLEDGES THAT (i) NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY
HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE
EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER, (ii) EACH PARTY
UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (iii) EACH PARTY
MAKES THIS WAIVER VOLUNTARILY, AND (iv) EACH PARTY HAS BEEN INDUCED TO ENTER
INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND
CERTIFICATIONS IN THIS PARAGRAPH (b).

(c) NOTICES. All notices, requests, claims, demands and other communications
hereunder shall be in writing and shall be deemed given (i) on the first
business day following the date received, if delivered personally or by telecopy
(with telephonic confirmation of receipt by the addressee), (ii) on the business
day following timely deposit with an overnight courier service, if sent by
overnight courier specifying next day delivery and (iii) on the first business
day that is at least five days following deposit in the mails, if sent by first
class mail, to the parties at the following addresses (or at such other address
for a party as shall be specified by like notice):

IF TO CSC OR PARENT

One Media Crossways,

Woodbury, NY 11797.

Attention: General Counsel

fax: (516) 364-8501

(with a copy to Joseph B. Frumkin, Esq.,

Sullivan & Cromwell,

125 Broad Street, New York, NY 10004

fax: (212) 558-3588)

IF TO THE CLASS B ENTITIES

Charles F. Dolan

One Media Crossways

Woodbury, NY 11797

fax: (516) 364-6279

and

C-4
<PAGE>
William A. Frewin

One Media Crossways

Woodbury, NY 11797

fax: (516) 364-4592

(with a copy to Bruce D. Haims, Esq.,

Debevoise & Plimpton,

875 Third Avenue,

New York, NY 10022

fax: (212) 909-6836)

IF TO THE COMPANY

5619 DTC Parkway

Englewood, Colorado 80111-3000

Attention: President

fax: (303) 488-3219

with a copy similarly addressed,

Attention: Legal Department

fax: (303) 488-3245

(with a copy to Charles Y. Tanabe, Esq.,

Sherman & Howard L.L.C.

Suite 3000

633 Seventeenth Street

Denver, Colorado 80202

fax: (303) 298-0940)

or to such other Persons or addresses as may be designated in writing by the
party to receive such notice as provided above.

(d) SEVERABILITY. The provisions of this Agreement shall be deemed severable
and the invalidity or unenforceability of any provision shall not affect the
validity or enforceability of the other provisions hereof. If any provision of
this Agreement, or the application thereof to any Person or any circumstance, is
invalid or unenforceable, (i) a suitable and equitable provision shall be
substituted therefor in order to carry out, so far as may be valid and
enforceable, the intent and purpose of such invalid or unenforceable provision
and (ii) the remainder of this Agreement and the application of such provision
to other Persons or circumstances shall not be affected by such invalidity or
unenforceability, nor shall such invalidity or unenforceability affect the
validity or enforceability of such provision, or the application thereof, in any
other jurisdiction.

(e) COUNTERPARTS. For the convenience of the parties hereto, this Agreement
may be executed in any number of counterparts, each of which shall be deemed to
be an original and all of which shall together constitute the same agreement.

(f) TERMINATION; SURVIVAL. This Agreement shall terminate upon the
termination of the Merger Agreement in accordance with its terms, the mutual
written consent of all parties hereto or upon the later to occur of the
Effective Time, or the Closing, and all of the provisions hereof shall terminate
at such time.

(g) HEADINGS; RECITALS. All Section headings and the recitals herein are for
convenience of reference only and are not part of this Agreement, and no
construction or reference shall be derived therefrom.

C-5
<PAGE>
by this Agreement, that every such obligation is material and that, in the event
of any such failure, the other party will not have an adequate remedy at law or
damages. Accordingly, each party hereto agrees that injunctive relief or other
equitable remedy, in addition to remedies at law or damages, is the appropriate
remedy for any such failure and will not oppose the granting of such relief on
the basis that the other party has an adequate remedy at law. Each party hereto
agrees that it shall not seek, and agrees to waive any requirement for, the
securing or posting of a bond in connection with any other party's seeking or
obtaining such equitable relief.

(j) ENTIRE AGREEMENT; AMENDMENT; WAIVER. This Agreement (including any
annexes and schedules hereto) and the Merger Agreement (including any exhibits
and schedules thereto) supersede all prior agreements, written or oral, among
the parties hereto with respect to the subject matter hereof and contains the
entire agreement among the parties with respect to the subject matter hereof.
This Agreement may not be amended, supplemented or modified, and no provisions
hereof may be modified or waived, except by an instrument in writing signed by
CSC and approved by the majority vote of the directors elected by the Class A
Shares and, with respect to each of Parent, the Company and the Class B
Entities, by Parent, the Company and such Class B Entities. No waiver of any
provisions hereof by any party shall be deemed a waiver of any other provisions
hereof by any such party, nor shall any such waiver be deemed a continuing
waiver of any provision hereof by such party.

(k) NO REQUEST FOR AMENDMENT OR WAIVER. The Company and the Class B Entities
shall not, and shall cause their respective Controlled Affiliates and Associates
not to, request publicly that Parent or CSC or any of their respective agents or
representatives, directly or indirectly, amend or waive any provision of this
Agreement or make any such request privately if it could be expected to require
Parent or CSC to make a public announcement regarding such request.

(l) FURTHER ASSURANCES. The parties hereto shall execute and deliver such
additional instruments and other documents and shall take such further actions
as may be necessary or appropriate to effectuate, carry out and comply with all
of the terms of this Agreement and the transactions contemplated hereby.

(m) THIRD PARTY BENEFICIARIES. NOTHING IN THIS AGREEMENT, EXPRESS OR
IMPLIED, IS INTENDED TO CONFER UPON ANY THIRD PARTY ANY RIGHTS OR REMEDIES OF
ANY NATURE WHATSOEVER UNDER OR BY REASON OF THIS AGREEMENT.

IN WITNESS WHEREOF, Parent, the Company, CSC and each Class B Entity have
executed and delivered this Agreement as of the date first written above.

<TABLE>
<S> <C> <C>
CSC PARENT CORPORATION

By: /s/ WILLIAM J. BELL
----------------------------------------
Name: William J. Bell
Title: Vice Chairman

TELE-COMMUNICATIONS, INC.

By: /s/ STEPHEN M. BRETT
----------------------------------------
Name: Stephen M. Brett
Title: Senior Vice President
</TABLE>

C-6
<PAGE>
<TABLE>
<S> <C> <C>
CABLEVISION SYSTEMS CORPORATION

By: /s/ WILLIAM J. BELL
----------------------------------------
Name: William J. Bell
Title: Vice Chairman

CHARLES F. DOLAN

By: /s/ CHARLES F. DOLAN
----------------------------------------

CHARLES F. DOLAN 1997 GRANTOR RETAINED ANNUITY
TRUST

/s/ CHARLES F. DOLAN
By: /s/ HELEN DOLAN
----------------------------------------
Name: Charles F. Dolan
Helen Dolan
Title: Trustees

DOLAN DESCENDANTS TRUST

/s/ JAMES L. DOLAN
/s/ KATHLEEN M. DOLAN
By: /s/ PAUL J. DOLAN
----------------------------------------
Name: James L. Dolan
Kathleen M. Dolan
Paul J. Dolan
Title: Trustees

DOLAN PROGENY TRUST

/s/ PATRICK F. DOLAN
/s/ DEBORAH A. DOLAN
By: /s/ PAUL J. DOLAN
----------------------------------------
Name: Patrick F. Dolan
Deborah A. Dolan
Paul J. Dolan
Title: Trustees
</TABLE>

C-7
<PAGE>
<TABLE>
<S> <C> <C>
DOLAN GRANDCHILDREN TRUST

/s/ THOMAS C. DOLAN
/s/ MARIANNE DOLAN WEBER
By: /s/ PAUL J. DOLAN
----------------------------------------
Name: Thomas C. Dolan
Marianne Dolan Weber
Paul J. Dolan
Title: Trustees

DOLAN SPOUSE TRUST

/s/ THOMAS C. DOLAN
/s/ MARIANNE DOLAN WEBER
By: /s/ PAUL J. DOLAN
----------------------------------------
Name: Thomas C. Dolan
Marianne Dolan Weber
Paul J. Dolan
Title: Trustees

DC KATHLEEN TRUST

/s/ KATHLEEN M. DOLAN
By: /s/ PAUL J. DOLAN
----------------------------------------
Name: Kathleen M. Dolan
Paul J. Dolan
Title: Trustees

DC DEBORAH TRUST

/s/ DEBORAH A. DOLAN
By: /s/ MARY DOLAN
----------------------------------------
Name: Deborah A. Dolan
Mary Dolan
Title: Trustees

DC MARIANNE TRUST

/s/ MARIANNE DOLAN WEBER
By: /s/ MATT DOLAN
----------------------------------------
Name: Marianne Dolan Weber
Matt Dolan
Title: Trustees
</TABLE>

C-8
<PAGE>
<TABLE>
<S> <C> <C>
DC PATRICK TRUST

/s/ PATRICK F. DOLAN
By: /s/ MARY DOLAN
----------------------------------------
Name: Patrick F. Dolan
Mary Dolan
Title: Trustees

DC THOMAS TRUST

/s/ THOMAS C. DOLAN
By: /s/ MATT DOLAN
----------------------------------------
Name: Thomas C. Dolan
Matt Dolan
Title: Trustees

DC JAMES TRUST

/s/ JAMES L. DOLAN
By: /s/ PAUL J. DOLAN
----------------------------------------
Name: James L. Dolan
Paul J. Dolan
Title: Trustees

CFD TRUST NO. 1

By: /s/ JOHN MACPHERSON
----------------------------------------
Name: John MacPherson
Title: Trustee

CFD TRUST NO. 2

By: /s/ JOHN MACPHERSON
----------------------------------------
Name: John MacPherson
Title: Trustee

CFD TRUST NO. 3

By: /s/ JOHN MACPHERSON
----------------------------------------
Name: John MacPherson
Title: Trustee
</TABLE>

C-9
<PAGE>
<TABLE>
<S> <C> <C>
CFD TRUST NO. 4

By: /s/ JOHN MACPHERSON
----------------------------------------
Name: John MacPherson
Title: Trustee
CFD TRUST NO. 5

By: /s/ JOHN MACPHERSON
----------------------------------------
Name: John MacPherson
Title: Trustee

CFD TRUST NO. 6

By: /s/ JOHN MACPHERSON
----------------------------------------
Name: John MacPherson
Title: Trustee

CFD TRUST NO. 10

By: /s/ JOHN MACPHERSON
----------------------------------------
Name: John MacPherson
Title: Trustee
</TABLE>

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<PAGE>
SCHEDULE 4

(Shares of the Class B Entities)

<TABLE>
<CAPTION>
CLASS B
ENTITIES SHARES
- ----------------------------------------------------------------------------------------------------- ----------
<S> <C>
Charles F. Dolan..................................................................................... 4,859,281
Charles F. Dolan 1997 Grantor........................................................................ 1,240,000
Retained Annuity Trust
Dolan Descendants Trust.............................................................................. 413,625
Dolan Progeny Trust.................................................................................. 513,625
Dolan Grandchildren Trust............................................................................ 297,625
Dolan Spouse Trust................................................................................... 52,945
DC Kathleen Trust.................................................................................... 303,116
DC Deborah Trust..................................................................................... 303,116
DC Marianne Trust.................................................................................... 294,285
DC Patrick Trust..................................................................................... 294,285
DC Thomas Trust...................................................................................... 303,116
DC James Trust....................................................................................... 303,116
CFD Trust No. 1...................................................................................... 302,880
CFD Trust No. 2...................................................................................... 302,880
CFD Trust No. 3...................................................................................... 294,049
CFD Trust No. 4...................................................................................... 291,049
CFD Trust No. 5...................................................................................... 302,880
CFD Trust No. 6...................................................................................... 302,880
CFD Trust No. 10..................................................................................... 93,456
</TABLE>

C-11
<PAGE>
APPENDIX D

CSC PARENT CORPORATION
EMPLOYEE STOCK PLAN

(1) PURPOSE. The purpose of the CSC Parent Corporation Employee Stock Plan
is to compensate key employees of the Company and its Affiliates who are and
have been largely responsible for the management and growth of the business of
the Company and its Affiliates and to advance the interests of the Company by
encouraging and enabling the acquisition of a larger personal proprietary
interest in the Company by key employees upon whose judgment and keen interest
the Company and its Affiliates are largely dependent for the successful conduct
of their operations. It is anticipated that such compensation and the
acquisition of such proprietary interest in the Company will stimulate the
efforts of such key employees on behalf of the Company and its Affiliates, and
strengthen their desire to remain with the Company and its Affiliates. It is
also expected that such compensation and the opportunity to acquire such a
proprietary interest will enable the Company and its Affiliates to attract
desirable personnel.

(2) DEFINITIONS. When used in this Plan, unless the context otherwise
requires:

(a) "Affiliate" shall mean (i) any corporation controlling, controlled
by, or under common control with the Company or any other Affiliate, (ii)
any corporation in which the Company owns at least five percent of the
outstanding shares of all classes of common shares of such corporation,
(iii) any unincorporated trade or business controlling, controlled by, or
under common control with the Company or any other Affiliate, and (iv) any
unincorporated trade or business in which the Company owns at least a five
percent interest in the capital or profits of such trade or business.

(b) "Awards" shall mean options, Rights, Restricted Shares or Bonus
Awards which are granted or made under the Plan.

(d) "Bonus Awards" shall mean awards made pursuant to Section 11.

(e) "Committee" shall mean the Committee of the Board of Directors, as
described in Section 3.

(f) "Company" shall mean CSC Parent Corporation, a Delaware corporation.

(g) "Executive Officer" shall mean a person who is an officer of the
Company within the meaning of Rule 16b-l(f) promulgated under the Securities
Exchange Act of 1934, as amended from time to time.

(h) "Fair Market Value" on a specified date shall mean the average of
the bid and asked closing prices at which one Share is traded on the
over-the-counter market, as reported on the National Association of
Securities Dealers Automated Quotation System, or the closing price for a
Share on the stock exchange, if any, on which such Shares are primarily
traded, but if no Shares were traded on such date, then on the last previous
date on which a Share was so traded, or, if none of the above is applicable,
the value of a Share as established by the Committee for such date using any
reasonable method of valuation.

(i) "Internal Revenue Code" shall mean the Internal Revenue Code of
1986, as amended.

(j) "Options" shall mean the stock options issued pursuant to this Plan.

D-1
<PAGE>
(k) "Performance Criteria" shall mean a goal or goals established by the
Committee and measured over a period or periods selected by the Committee,
such goal(s) to constitute a requirement that must be met prior to either
the vesting, exercise or payment of an Award under the Plan as specified by
the Committee. Unless the Committee otherwise determines at the time of
grant of an award of Restricted Shares or a Bonus Award to an Executive
Officer, the Performance Criteria with respect to such award shall be
related to at least one of the following criteria, which may be determined
by reference to the performance of the Company or an Affiliate, subdivision
or other business unit of either, or any combination of the foregoing, or
based on comparative performance relative to other companies; (i) earnings
per share, (ii) total return to stockholders, (iii) return on equity, (iv)
operating income or net income, (v) return on capital, (vi) costs, (vii)
results relative to budget, (viii) cash flow, (ix) cash margin, (x) cash
flow per subscriber, (xi) revenues, (xii) revenues per subscriber, (xiii)
subscriber growth, (xiv) results relative to quantitative customer service
standards, (xv) results relative to quantitative customer satisfaction
standards, or (xvi) a specified increase in the Fair Market Value of the
Company's Class A common stock.

(l) "Plan" shall mean the CSC Parent Corporation Employee Stock Plan.

(m) "Restricted Period" shall mean the period of time during which
Restrictions shall apply to a Restricted Share, as determined by the
Committee pursuant to Section 10 hereof.

(n) "Restricted Shares" shall mean the Shares granted pursuant to
Section 10 hereof.

(o) "Restrictions" shall mean the restrictions upon the sale,
assignment, transfer, pledge or other disposal or encumbrance on a
Restricted Share as set forth in Section 10 hereof.

(p) "Rights" shall mean the stock appreciation rights issued to the
grantee of an Option pursuant to Section 7 of the Plan to receive from the
Company cash or Shares or a combination of cash or Shares, based on the
excess of the Fair Market Value of the Shares at the time of exercise over
the exercise price of the Shares subject to the related option, subject to
the terms and conditions of the Plan.

(q) "Share" shall mean a share of Class A common stock of the Company,
par value $.0l.

(r) "Subsidiary" shall mean any "subsidiary corporation," as defined in
Section 424(f) of the Internal Revenue Code.

(3) ADMINISTRATION. The Plan shall be administered by the Committee, which
shall consist of at least three members of the Board of Directors of the Company
who shall be appointed by, and shall serve at the pleasure of, the Board of
Directors of the Company. No member of the Committee shall (i) be eligible to
receive an Award under the Plan while serving on the Committee or at any time
within one year prior to his appointment to the Committee, or (ii) receive an
award of equity securities under any other plan of the Company or any of its
Affiliates while serving on the Committee or at any time prior to his
appointment to the Committee, except as permitted by Rule 16b-3 under the
Securities Exchange Act of 1934 (the "Exchange Act") without the member ceasing
to be considered a disinterested person thereunder.

The Committee shall have full authority, subject to the terms of the Plan,
to select the persons to whom Awards shall be granted or made under the Plan, to
set the date of any such Award and any terms or conditions associated with any
such Award. The Committee also shall have the authority to establish such rules
and regulations; not inconsistent with the provisions of the Plan, for the
proper administration of the Plan and to make such determinations and
interpretations under and in connection with the Plan as it deems necessary or
advisable. The Plan, and all such rules, regulations, determinations and
interpretations, shall be binding and conclusive upon the Company, its
stockholders and all employees, and upon their respective legal representatives,
heirs, beneficiaries, successors and assigns and upon all other persons claiming
under or through any of them.

D-2
<PAGE>
(4) PARTICIPANTS. Except as hereinafter provided, all officers and key
employees of the Company or an Affiliate shall be eligible to receive Awards
under the Plan, except that Options that are intended to qualify as incentive
stock options within the meaning of Section 422 of the Internal Revenue Code
shall be granted only to employees of the Company or a Subsidiary. In addition,
Charles F. Dolan shall not be eligible to receive Awards under the Plan. Nothing
herein contained shall be construed to prevent the making of one or more Awards
at the same or different times to the same employee.

(5) SHARES. The Committee may make Awards under this Plan for up to an
aggregate number of Shares equal to the sum of (i) 1,500,000 Shares, which may
be either treasury Shares or authorized but unissued Shares, and (ii) the number
of Restricted Shares, if any, purchased from employees by the Company.
Notwithstanding the foregoing, in no event shall any Participant be granted
Awards for a number of Shares exceeding 600,000 in the aggregate over the term
of the Plan. If an Award shall be paid or settled or shall expire, lapse,
terminate or be canceled for any reason without the issuance of Shares, or if
Restricted Shares shall revert back to the Company, then the Committee may grant
Awards with respect to the Shares subject to any such prior Award or the
Restricted Shares which have reverted back to the Company. Awards payable only
in cash shall not reduce the aggregate remaining number of Shares with respect
to which Awards may be made under the Plan.

The maximum number of Shares that may be issued under the Plan and the
number of Shares with respect to which Awards may be made shall be adjusted to
the extent necessary to accommodate the adjustments provided for in Section 12
hereof as well as those adjustments provided for in grants or awards made prior
to the effective date of the Plan.

(6) OPTIONS. Options granted under the Plan shall be either incentive
stock options, within the meaning of Section 422 of the Internal Revenue Code,
or non-qualified options, as determined by the Committee in its sole discretion.

(a) TERMS AND CONDITIONS. The form, terms and conditions of each
Option shall be determined by the Committee and shall be set forth in a
certificate or agreement (the "Option Certificate") signed by the Option
holder and an officer of the Company. The Option Certificate shall state
whether or not the Option is an incentive stock option. The Committee may,
in its sole discretion, establish one or more conditions to the exercise of
an Option including, without limitation, conditions the satisfaction of
which is measured by performance criteria applicable to the recipient or the
Company, as the Committee may deem appropriate, PROVIDED that, if such
Option is designated as an incentive stock option, then such condition or
conditions shall not be inconsistent with Section 422 of the Internal
Revenue Code.

(b) EXERCISE PRICE FOR OPTIONS. The exercise price per Share of the
Shares to be purchased pursuant to any Option shall be fixed by the
Committee at the time an Option is granted, but in no event shall it be less
than the Fair Market Value of a Share on the day on which the Option is
granted. Such exercise price shall thereafter be subject to adjustment as
required by the Option certificate relating to each Option.

(c) DURATION OF OPTIONS. The duration of any Option granted under this
Plan shall be for a period fixed by the Committee but shall, except as
described in the next sentence, in no event be more than ten years.
Notwithstanding the foregoing, the Option Certificate issued in connection
with a non-qualified Option granted under this Plan may provide that, in the
event the Option holder dies while the Option is exercisable, the Option
will remain exercisable by the holder's estate or beneficiary only until the
first anniversary of the holder's date of death, and whether or not such
first anniversary occurs prior to or following the expiration of ten years
from the date the Option was granted.

(d) OPTIONS GRANTED TO TEN PERCENT STOCKHOLDERS. No Option which is
intended to qualify as an incentive stock option shall be granted under this
Plan to any employee who, at the time the Option is granted, owns, or is
considered as owning, within the meaning of Section 422 of the Internal
Revenue

D-3
<PAGE>
Code, shares possessing more than ten percent of the total combined voting
power or value of all classes of stock of the Company or any Subsidiary,
unless the exercise price under such Option is at least 110 percent of the
Fair Market Value of a Share on the date such Option is granted and the
duration of such option is no more than five years.

(e) INITIAL EXERCISABILITY LIMITATION. The aggregate Fair Market Value
(determined at the time that an Option is granted) of the Shares with
respect to incentive stock options granted in any calendar year under all
stock option plans of the Company or any corporation which (at the time of
the granting of such incentive stock option) was a parent or Subsidiary of
the Company, or of any predecessor corporation of any such corporation,
which are exercisable for the first time by an Option holder during any
calendar year shall not exceed $100,000.

(f) SETTLEMENT OF AN OPTION. When an Option is exercised pursuant to
Section 8 hereof, the Committee, in its sole discretion, may elect, in lieu
of issuing Shares pursuant to the terms of the Option, to settle the Option
by paying the Option holder an amount equal to the product obtained by
multiplying (i) the excess of the Fair Market Value of one Share on the date
the Option is exercised over the exercise price of the Option (the "Option
Spread") by (ii) the number of Shares with respect to which the Option is
exercised. The amount payable to the Option holder in these circumstances
shall be paid by the Company either in cash or in Shares having a Fair
Market Value equal to the Option Spread, or a combination thereof, as the
Committee shall determine at the time the Option is exercised or at the time
the Option is granted.

(7) RIGHTS. At the time an Option is granted, or anytime thereafter prior
to its expiration, the Committee, in its sole discretion, may issue to the
recipient of such Option related Rights with respect to the same number of
Shares as are covered by the Option, subject to adjustment pursuant to the terms
of Section 12 hereof. The duration of any such Right shall be coextensive with
the duration of the related Option.

(a) CONJUNCTIVE AND ALTERNATIVE RIGHTS. Such Rights shall entitle the
holder to receive cash from the Company:

i. in addition to the right to exercise the related Option (such
Rights being hereinafter referred to as "Conjunctive Rights"); and/or

ii. in lieu of the right to exercise the related Option (such Rights
being hereinafter referred to as "Alternative Rights");

as the Committee may determine, in its sole discretion, at the time the Right is
granted. If the Option holder is granted Conjunctive Rights, he may exercise
such Rights only if, and to the extent that, the related Option has been
exercised or is exercisable. If the Option holder is granted Alternative Rights,
he may exercise such Rights only to the extent such related Option is
exercisable and the exercise of such Alternative Rights shall result in the
cancellation of the related Option to the extent of the number of Shares with
respect to which such Alternative Rights have been exercised and the exercise of
the related Option shall result in the cancellation of the Alternative Rights to
the extent of the number of Shares with respect to which such Option has been
exercised.

(b) TERMS AND CONDITIONS. Upon the exercise of any Rights, the Option
holder shall be entitled to receive from the Company an amount in cash equal
to the product obtained by multiplying (i) the excess of the Fair Market
Value of one Share on the date the Rights are exercised over the exercise
price of the related Option (the "Rights Spread") by (ii) the number of
Shares with respect to which such Rights are exercised. The form, terms and
conditions of Rights shall be determined by the Committee. A certificate of
Rights (the "Rights Certificate") signed by an officer of the Company shall
be issued to each person to whom Rights are granted.

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(8) EXERCISE OF OPTIONS AND RIGHTS. Except as otherwise provided herein,
an Option (and any related Rights), after the grant thereof, shall be
exercisable by the holder at such rate and times as may be fixed by the
Committee at the time the Option and the related Rights, if any, are granted;
PROVIDED, HOWEVER, that any Rights issued to the Option holder shall be
exercisable only at the times and in the amounts at which the related Option
shall be exercisable.

All or any part of any remaining unexercised Options (and any related
Rights) granted to any person shall be exercisable in full upon the occurrence
of such special circumstances or events as, in the sole discretion of the
Committee, merits special consideration.

An Option shall be exercised by the delivery to any person who has been
designated by the Company for the purpose of receiving the same, of a written
notice duly signed by the Option holder thereof (or the representative of the
estate or the heirs of a deceased Option holder) to such effect. Unless the
Company chooses to settle the Option in cash, Shares or a combination thereof
pursuant to Section 6(f) hereof, the holder of the Option shall be required to
deliver to the Company, within five days of the delivery of the notice described
above, either cash, a check payable to the order of the Company or Shares duly
endorsed over to the Company (which Shares shall be valued at their Fair Market
Value as of the date preceding the day of such exercise) or any combination of
such methods of payment, which together amount to the full exercise price of the
Shares purchased pursuant to the exercise of the Option. Notwithstanding the
preceding sentence, the Company and the holder of the Option may agree upon any
other reasonable manner of providing for payment of the exercise price of the
Option.

Any Rights may be exercised by the holder thereof (or the representative of
the estate or the heirs of a deceased Option holder), by delivery of a written
notice of exercise of such Rights, together with the Rights Certificate to any
person who has been designated by the Company for the purpose of receiving the
same. No Option (or related Rights) may be granted pursuant to the Plan or
exercised at any time when such Option or Rights, or the granting or exercise
thereof, may result in the violation of any law or governmental order or
regulation.

Unless the Committee chooses to settle an Option in cash, Shares or a
combination thereof pursuant to Section 6(f) hereof, within a reasonable time
after exercise of an Option the Company shall cause to be delivered to the
person entitled thereto (i) a certificate for the Shares purchased pursuant to
the exercise of the Option and (ii) a check for the cash payable, if any, upon
the exercise of the Rights. If the Option and/or related Rights shall have been
exercised with respect to less than all of the Shares subject to the Option, the
Company shall also cause to be delivered to the person entitled thereto a new
Option Certificate and Rights Certificate, if applicable, in replacement of the
Option Certificate and the Rights Certificate surrendered at the time of the
exercise of the Option and Rights, indicating the number of Shares with respect
to which the Option and related Rights remain available for exercise, or the
original Option Certificate and Rights Certificate, if any, shall be endorsed to
give effect to the partial exercise thereof.

(9) TERMINATION OF OPTIONS AND RIGHTS UPON TERMINATION OF EMPLOYMENT. At
the time an Option and the related Rights, if any, are granted, the Committee
shall determine the period of time during which the Option holder may exercise
such Option and related Rights, if any, following his termination of employment
with the Company and its Affiliates; PROVIDED, HOWEVER, that an Option shall be
exercisable only to the extent such Option, by its terms, is exercisable as of
the date the Option holder's employment is terminated, unless such Option is
made fully exercisable by the Committee pursuant to Section 8 hereof, and such
exercise must be accomplished prior to the expiration of the term of such Option
and related Rights. The Committee may fix different periods of time during which
such Option and related Rights may be exercised following the Option holder's
termination of employment, depending on the cause for the Option holder's
termination of employment. The Committee shall decide whether, and under what
conditions, the Options and related Rights may continue in force in the event of
an approved leave of absence.

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(10) RESTRICTED SHARES. The Committee, in its sole discretion, may grant
to employees the right to receive such number of Restricted Shares, as
determined by the Committee in its sole discretion.

(a) ISSUANCE. The employee shall have forty-five (45) business days
from the date of such grant to pay to the Company, in cash or by check, an
amount equal to the par value of a Share multiplied by the number of
Restricted Shares which have been granted to the employee by the Committee.
Subject to the provisions of Section 15 hereof, upon the receipt of such
payment, the Company shall issue to the employee a certificate representing
such Restricted Shares. The terms and conditions of the grant of such
Restricted Shares and the Restrictions applicable to such Shares shall be
set forth in writing, in an agreement signed by the employee and an officer
of the Company (the "Restricted Shares Agreement"). In the event the
employee fails to make payment to the Company for such Restricted Shares
within ten (10) business days of the grant thereof, the grant of Restricted
Shares shall lapse and the Committee may again grant Awards with respect to
such Shares.

(b) RESTRICTIONS ON SHARES. In no event shall a Restricted Share be
sold, assigned, transferred, pledged or otherwise disposed of or encumbered
until the expiration of the Restricted Period which relates to such
Restricted Share. As of the date the Restricted Shares are granted, the
Committee, in its sole discretion, shall specify the dates as of which, and
the number of Shares with respect to which, Restrictions upon the Restricted
Shares shall cease. Without limiting the foregoing, the Committee may
provide with respect to any grant of Restricted Shares, that the termination
of Restrictions on such Restricted Shares may be subject to, among other
things, conditions, the satisfaction of which is measured by one or more
Performance Criteria applicable to the recipient or the Company, an
Affiliate, division or other business unit, as the Committee may deem
appropriate.

(c) FORFEITURE OF RESTRICTED SHARES. If the employment of an employee
by the Company and its Affiliates ceases prior to the end of the Restricted
Period for any one of the reasons specified by the Committee at the time the
Restricted Shares are granted and set forth in the Restricted Shares
Agreement, Restricted Shares held by such employee which are subject to
Restrictions shall revert back and belong to the Company. In the event that
any Restricted Shares should revert back and belong to the Company pursuant
to this section, any stock certificate or certificates representing such
Restricted Shares shall be canceled and the Restricted Shares shall be
returned to the treasury of the Company. Upon the reversion of such
Restricted Shares, the Company shall repay to the employee or (in the case
of death) to the representative of the employee's estate, the full amount
paid to the Company by the employee for such Restricted Shares.
Notwithstanding the preceding, the Restrictions upon the Restricted Shares
shall cease and upon the termination of the employee's employment with the
Company and its Affiliates the Restricted Shares shall not revert back and
belong to the Company, upon the occurrence of such special circumstances or
events as the Committee shall determine in its sole discretion, at or after
grant, merit special consideration.

(d) RIGHT TO VOTE AND RECEIVE DIVIDENDS ON RESTRICTED SHARES. Each
holder of Restricted Shares shall, during the Restricted Period, be the
beneficial and record owner of such Restricted Shares and shall have full
voting rights with respect thereto. During the Restricted Period, all
dividends and distributions paid upon any Restricted Share shall be retained
by the Company for the account of the holder of such Restricted Share. Such
dividends and distributions shall revert back to the Company if for any
reason the Restricted Share upon which such dividends and distributions were
paid reverts back to the Company. Upon the expiration of the Restricted
Period, all dividends and distributions made on such Restricted Share and
retained by the Company will be paid to the holder.

(11) BONUS AWARDS.

(a) GRANT AND TERMS OF AWARDS. The Committee shall determine the
employees that shall receive Bonus Awards, the number of Shares to be so
awarded, and the terms and conditions of such Bonus Awards. The Committee
shall determine whether, and under what conditions, Bonus Awards

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shall remain in force in the event of the termination of the awardee's
employment with the Company and its Affiliates.

(b) TIME FOR ISSUANCE OF BONUS AWARDS. Each grantee of a Bonus Award
under the Plan shall receive a letter (the "Bonus Award Letter") after he
has been selected to receive such Bonus Award, which letter shall state the
terms of the Bonus Award, including, without limitation, the amount of the
Bonus Award, the number of Shares proposed to be issued to him, the vesting
schedule for such Bonus Award and the date or dates and the conditions upon
which such Bonus Award shall be paid to the grantee. Without limiting the
foregoing, the Committee may provide with respect to any Bonus Award, that
the vesting of such Bonus Award may be subject to, among other things,
conditions, the satisfaction of which is measured by one or more Performance
Criteria applicable to the recipient or the Company, an Affiliate, division
or other business unit, as the Committee may deem appropriate. The time of
issuance of Shares to any grantee may be accelerated by the Committee in its
sole discretion. The Committee, in its sole discretion, may instruct the
Company to pay on the date when Shares would otherwise be issued pursuant to
a Bonus Award, in lieu of such Shares, a cash amount equal to the number of
such Shares multiplied by the Fair Market Value of a Share on the date when
Shares would otherwise have been issued. If a grantee is entitled to receive
other stock, securities or other property as a result of adjustment,
pursuant to Section 12 hereof, the Committee, in its sole discretion, may
instruct the Company to pay, in lieu of such other stock, securities or
other property, cash equal to the fair market value thereof as determined in
good faith by the Committee.

(12) CERTAIN ADJUSTMENTS.

(a) DIVIDENDS, STOCK SPLITS, SPIN-OFFS, CONVERSIONS, ETC. If, during
the period prior to complete exercise of any Option or Right (as to such
Option or Right) or during the Restricted Period (as to Restricted Stock) or
prior to the issuance and delivery of Shares pursuant to a Bonus Award (as
to such Bonus Award) (such period being referred to herein as the "Award
Period"), there shall be declared and paid a stock or property dividend or
any other distribution by way of dividend, stock split (including a reverse
stock split), or spin-off with respect to the Shares, or if the Class A
common stock of the Company shall be converted, exchanged, reclassified or
recapitalized, or if the Shares shall be in any way substituted for in a
merger in which the entity surviving such merger or its parent is a public
Company, then:

(i) in the case of an Option or Right, the Option or Right, to the
extent that it has not been exercised, shall entitle the holder thereof
upon the future exercise of the Option or Right to such number and kind
of securities or cash or other property, subject to the terms of the
Option or Right, to which he would have been entitled had he actually
owned the Shares subject to the unexercised portion of the Option or
Right at the time of the occurrence of such dividend, stock split,
spin-off, conversion, exchange, reclassification, recapitalization or
substitution, and the aggregate purchase price upon the future exercise
of the Option or Right shall be the same as if the Shares originally
subject to the Option or Right were being purchased or used to determine
the amount of the payment to which the holder is entitled thereunder;

(ii) in the case of a Restricted Share, the holder of the Restricted
Share shall receive, subject to the provisions of Section 10(c) hereof,
the same securities or other property as are received by the other
holders of the Company's Shares pursuant to such dividend, stock split,
spin-off, conversion, exchange, reclassification, recapitalization or
substitution; and

(iii) in the case of a Bonus Award, the Bonus Award shall entitle the
holder thereof upon the future issuance and delivery of Shares pursuant
to a Bonus Award to such number and kind of securities or cash or other
property, subject to the terms of the Bonus Award, to which he would have
been entitled had he actually owned the Shares subject to the Bonus Award
at the time of the occurrence of such dividend, stock split, spin-off,
conversion, exchange, reclassification, recapitalization or substitution.

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(b) OTHER EVENTS RESULTING IN DILUTION. If, during the Award Period,
there occurs any event as to which the provisions against the effect of
dilution contained in the Plan are not strictly applicable, but the failure
to make any adjustment would not fairly protect the rights represented by
the Award in accordance with the essential intent and principles thereof,
then, in each such case, the Company shall appoint a firm of independent
certified public accountants of recognized national standing, which shall
give its opinion upon the adjustment, if any, on a basis consistent with the
essential intent and principles established in the Plan, which they believe
is necessary to preserve without dilution, the rights represented by the
Award. Upon receipt of such opinion, the Company will promptly mail a copy
thereof to the holder and shall make the adjustment described therein.

(c) FRACTIONAL SHARES OR SECURITIES. Any fractional shares or
securities payable upon the exercise of the Option or Right or to the holder
of a Restricted Share or pursuant to a Bonus Award as a result of an
adjustment pursuant to this Section 12 shall, at the election of the
Committee, be payable in cash, Shares, or a combination thereof, based upon
the fair market value of such shares or securities at the time of exercise.

(13) NO RIGHTS OF A STOCKHOLDER. An Option holder, Rights holder or
grantee of a Bonus Award shall not be deemed to be the holder of, or have any of
the rights of a shareholder with respect to, any Shares subject to such Option,
any related Rights or the Bonus Award unless and until (i) the Option and/ or
related Rights shall have been exercised pursuant to the terms thereof or the
Shares subject to the Bonus Award shall have vested, (ii) the Company shall have
issued and delivered Shares to the Option holder or grantee of a Bonus Award,
and (iii) said holder's name shall have been entered as a shareholder of record
on the books of the Company. Thereupon, said holder shall have full voting,
dividend and other ownership rights with respect to such Shares.

The Company will not be obligated to issue or deliver any Shares unless and
until all legal matters in connection with the issuance and delivery of Shares
have been approved by the Company's counsel and the Company's counsel determines
that all applicable federal, state and other laws and regulations have been
complied with and all listing requirements for relevant stock exchanges have
been met.

(14) NO RIGHT TO CONTINUED EMPLOYMENT. Nothing contained herein or in any
Options or Rights Certificate, Restricted Share Agreement or Bonus Award Letter
shall be construed to confer on any employee any right to continue in the employ
of the Company or any Affiliate or derogate from the right of the Company and
any Affiliate to retire, request the resignation of, or discharge such employee,
at any time, with or without cause.

(15) ISSUANCE OF SHARES AND COMPLIANCE WITH THE SECURITIES LAWS.

(a) CERTAIN ASSURANCES. Before issuing or delivering any Shares to an
Option holder, or at any time prior to the end of the Restricted Period as
to any Shares, the Company may: (i) require the holder to give satisfactory
assurances that such Shares are being purchased for investment and not with
a view to resale or distribution, and will not be transferred in violation
of the applicable securities laws; (ii) restrict the transferability of such
Shares and require a legend to be endorsed on the certificates representing
the Shares; and (iii) condition the issuance and delivery of such Shares
upon the listing, registration or qualification of such Shares upon a
securities exchange or under applicable securities laws. The Company may
also condition the issuance and delivery of Shares upon compliance with all
applicable federal, state and other laws and regulations, as determined by
the Company's counsel.

(b) REGISTRATION RIGHTS INCIDENT TO AWARDS. Prior to the issuance of
Shares pursuant to an Award under the Plan, the Company will cause an
appropriate registration statement covering the shares to be issued pursuant
to the Plan to be filed with the Securities and Exchange Commission under
the Securities Act, if required, and, in any event, will cause a
registration statement covering the reoffer and resale of Shares by grantees
who may be deemed to be affiliates of the Company to be so

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filed, and shall use its best efforts to cause each such registration
statement to become and remain effective for a period of at least two years
from the date such Shares offered for resale were issued by the Company.

(c) LEGENDED STOCK. Each stock certificate representing Restricted
Shares shall contain an appropriate legend referring to the Plan and the
Restrictions upon such Restricted Shares. Simultaneously with delivery of
each stock certificate for Restricted Shares, the Company may cause a stop
transfer order with respect to such certificate to be placed with the
transfer agent of the Shares.

(16) WITHHOLDING. If the Company or an Affiliate shall be required to
withhold any amounts by reason of any federal, state or local tax laws, rules or
regulations in respect of the payment of cash or the issuance of Shares pursuant
to the exercise of an Option or Rights, an award of Restricted Stock or a Bonus
Award, the Company or an Affiliate shall be entitled to deduct or withhold such
amounts from any cash payments to be made to the holder. In any event, the
holder shall make available to the Company or Affiliate, promptly when requested
by the Company or such Affiliate, sufficient funds to meet the requirements of
such withholding and the Company or Affiliate shall be entitled to take and
authorize such steps as it may deem advisable in order to have such funds made
available to the Company or Affiliate out of any funds or property to become due
to the holder.

The holder may elect, subject to the approval of the Committee, to satisfy
the requirements of such tax withholding, in whole or in part, by having the
Company withhold from the Shares which would otherwise be issued to the holder
pursuant to the exercise of an Option or Rights or a Bonus Award, Shares having
a Fair Market Value which is equal to the amount of tax required to be withheld.
The election must be irrevocable and must be made on or before the date on which
the amount of tax to be withheld is determined. In addition, elections by
holders who are subject to the restrictions of Section 16(b) of the Exchange Act
either (i) must be made at least six months before the date on which the amount
of tax to be withheld is determined, or (ii) (A) must be made in the "window
period" beginning on the third business day following the release of the
Company's quarterly or annual earnings and ending on the twelfth business day
following such release, or be made outside of such "window period" but will only
take effect in such window period, and (B) must not be made within six months of
the grant or award of the Option, Right or Bonus Award (unless the holder's
death or disability occurs prior to six months from such grant or award).

(17) NON-TRANSFERABILITY OF AWARDS. Unless the Committee shall permit (on
such terms and conditions as it shall establish) an Award to be transferred to a
member of the Participant's immediate family or to a trust or similar vehicle
for the benefit of such immediate family members (collectively, the "Permitted
Transferees"), no Award shall be assignable or transferable except by will or
the laws of descent and distribution, and except to the extent required by law,
no right or interest of any Participant shall be subject to any lien, obligation
or liability of the Participant. All rights with respect to Awards granted to a
Participant under the Plan shall be exercisable during his lifetime only by such
Participant or, if applicable, the Permitted Transferees.

(18) ADMINISTRATION AND AMENDMENT OF THE PLAN. The Board of Directors or
the Committee may discontinue the Plan at any time and from time to time may
amend or revise the terms of the Plan, as permitted by applicable law, except
that it may not revoke or alter, in any manner unfavorable to the recipient of
an outstanding award under the Plan, any award made under the Plan, without the
consent of the recipient of that award, nor may it amend the Plan without the
approval of the stockholders of the Company if such approval is required by Rule
16b-3 under the Exchange Act for transactions pursuant to the Plan to continue
to be exempt thereunder.

(19) EFFECTIVE DATE. This Plan shall become effective upon its adoption by
the Board of Directors or the Committee and shall be submitted to the
stockholders of the Company for their approval. In the event that the Plan is
not approved by stockholders within 12 months of its adoption by the Board of

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Directors, the Plan and any awards granted hereunder on or after the date of
adoption by the Board of Directors shall become null and void, notwithstanding
any other provisions of the Plan to the contrary.

(20) ASSUMPTION OF OPTIONS. The Committee, in its sole discretion, may,
with the consent of the Option holder, elect to treat as an Option issued under
this Plan (but not as an incentive stock Option, within the meaning of Section
422 of the Internal Revenue Code) an Option to purchase Shares (the "Assumed
Option") which has been granted by any person other than the Company to a person
who, as of the date such Assumed Option was granted, was an employee of the
Company or an Affiliate. Thereafter, such Assumed Option shall be subject to the
terms and conditions of this Plan except that for determining the exercise price
of such Assumed Option, when and to what extent such Assumed Option may be
exercised and the expiration date of such Assumed Option, the date as of which
such Option was granted by such third party shall be treated as the date of
grant for purposes of the Plan. Subject to the foregoing, to the extent that
there is any conflict between the terms and conditions of this Plan and the
Assumed Option, the terms and conditions of this Plan shall control. The number
of Shares which may be purchased upon the exercise of any Assumed Option shall
reduce, by the same amount, the number of Shares with respect to which Options,
related Rights, Restricted Shares and Bonus Awards remain to be granted under
the Plan pursuant to Section 5 hereof. In exchange for assuming an Option
granted by someone other than the Company, the Company shall receive such
consideration, if any, from such third party which the Committee, in its sole
discretion, deems appropriate.

(21) INTERPRETATION. Notwithstanding anything to the contrary in the Plan,
if any award of Restricted Shares or any Bonus Award is intended, at the time of
grant, to be "other performance-based compensation" within the meaning of
Section 162(m)(4)(C) of the Code, to the extent required to so qualify any such
Award hereunder the Committee shall not be entitled to exercise any discretion
otherwise authorized under the Plan with respect to such Award if the ability to
exercise such discretion (as opposed to the exercise of such discretion) would
cause such Award to fail to qualify as "other performance-based compensation."

(22) FINAL ISSUANCE DATE. No Awards shall be made under this Plan after
February 13, 2006.

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APPENDIX E

CSC PARENT CORPORATION
LONG-TERM INCENTIVE PLAN

(1) PURPOSES. The purposes of the CSC Parent Corporation 1997 Long-Term
Incentive Plan are (a) to advance the interests of the Company and its
shareholders by providing a means to motivate the key employees of the Company
and its Affiliates, upon whose judgment, initiative and efforts the continued
success, growth and development of the Company is dependent; (b) to link the
rewards of the key employees of the Company and its Affiliates to the
achievement of specific, critical performance objectives and goals; and (c) to
assist the Company and its Affiliates in maintaining a competitive total
compensation program that serves to attract and retain the most highly qualified
individuals.

(2) DEFINITIONS. When used in this Plan, unless the context otherwise
requires:

(a) "Affiliate" shall mean (i) any corporation controlling, controlled
by, or under common control with the Company or any other Affiliate, (ii)
any corporation in which the Company owns at least five percent of the
outstanding shares of all classes of common shares of such corporation,
(iii) any unincorporated trade or business controlling, controlled by or
under common control with the Company or any other Affiliate, and (iv) any
unincorporated trade or business in which the Company owns at least a five
percent interest in the capital or profits of such trade or business.

(b) "Award" shall mean a cash award which is granted or made under the
Plan.

(d) "Committee" shall mean the Committee of the Board of Directors, as
described in Section 3.

(e) "Company" shall mean CSC Parent Corporation, a Delaware corporation.

(f) "Covered Employee" means, at the time of an Award (or at such other
time as required or permitted by Section 162(m) of the Internal Revenue
Code), the Company's Chief Executive Officer (or an individual acting in
such capacity), any employee of the Company or its subsidiaries who, in the
discretion of the Committee for purposes of determining those employees who
are "covered employees" under Section 162(m) of the Internal Revenue Code,
is likely to be among the four other highest compensated officers of the
Company for the year in which an Award is made or payable and any other
employee of the Company or an Affiliate designated by the Committee in its
discretion.

(g) "Internal Revenue Code" shall mean the Internal Revenue Code of
1986, as amended.

(h) "Participant" shall mean an employee of the Company or an Affiliate
who is granted an Award by the Committee under the Plan.

(i) "Performance Criteria" shall mean a goal or goals established by the
Committee and measured over a period or periods selected by the Committee,
such goal(s) to constitute a requirement that must be met prior to the
payment, of an Award to a Covered Employee, as specified by the Committee.
Unless the Committee otherwise determines at the time of grant of an Award
to a Covered Employee, the Performance Criteria with respect to such Award
shall be related to at least one of the following criteria, which may be
determined by reference to the performance of the Company or an Affiliate,
subdivision or other business unit of either, or any combination of the
foregoing, or based on comparative performance relative to other companies:
(i) earnings per share, (ii) total return to stockholders, (iii) return on
investment, (iv) operating income or net income, (v) costs, (vi) results
relative to budget, (vii) cash flow, (viii) cash flow margin, (ix) cash flow
per subscriber, (x) revenues, (xi) revenues per subscriber, (xiii)
subscriber growth, (xii) results relative to quantitative customer service
standards, (xiv) results relative to quantitative customer satisfaction

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standards, (xv) market share, (xvi) a specified increase in the fair market
value of the Company's Class A common stock, or (xvii) a specified increase
in the private market value of the Company.

(j) "Permitted Transferees" shall have the meaning set forth in
Paragraph 9 hereof.

(k) "Plan" shall mean the Cablevision Systems Corporation 1997 Long-Term
Incentive Plan.

(3) ADMINISTRATION. The Plan shall be administered by the Committee (or a
subcommittee thereof), which shall consist of at least two members of the Board
of Directors who shall be appointed by, and shall serve at the pleasure of, the
Board of Directors, and who shall qualify to serve in such capacity by Section
162(m) of the Internal Revenue Code.

The Committee shall have full authority, subject to the terms of the Plan,
to select the persons to whom Awards shall be granted or made under the Plan, to
set the date of any such Award and any terms or conditions associated with any
such Award. The Committee also shall have the authority to establish such rules
and regulations, not inconsistent with the provisions of the Plan, for the
proper administration of the Plan and to make such determinations and
interpretations under and in connection with the Plan as it deems necessary or
advisable. The Plan, and all such rules, regulations, determinations and
interpretations, shall be binding and conclusive upon the Company, its
stockholders and all employees, and upon their respective legal representatives,
heirs, beneficiaries, successors and assigns and upon all other persons claiming
under or through any of them.

(4) PARTICIPANTS. Except as hereinafter provided, all officers and key
employees of the Company or an Affiliate shall be eligible to receive Awards
under the Plan. Charles F. Dolan shall not be eligible to receive Awards under
the Plan. Nothing herein contained shall be construed to prevent the making of
one or more Awards at the same or different times to the same employee.

(5) AWARDS. In no event shall any Participant be granted an Award at any
one time in an amount exceeding $5,000,000.

(a) TERMS AND CONDITIONS. The form, terms and conditions of each Award
shall be determined by the Committee and shall be set forth in a certificate
or agreement (the "Award Certificate") signed by the Participant and an
officer of the Company. The Committee shall, in its sole discretion,
establish one or more conditions to the entitlement to an Award including,
without limitation, conditions the satisfaction of which are measured by
Performance Criteria applicable to the Participant or the Company, as the
Committee may deem appropriate.

(b) DURATION OF AWARDS. The duration of any Award granted under this
Plan shall be for a period fixed by the Committee but shall, in no event be
more than ten years.

(6) PAYMENT OF AWARDS. Except as otherwise provided herein, a Participant
may elect to receive payment of an Award at such rate and times as may be fixed
by the Committee at the time the Award is granted.

A Participant (or the representative of the estate or heirs of a deceased
Participant) may receive all or any part of any remaining unearned Award in full
upon the occurrence of such special circumstances or events as, in the sole
discretion of the Committee, merits special consideration.

Participants shall elect to receive payment of their Awards by the delivery
to any person who has been designated by the Company for the purpose of
receiving the same, of a written notice duly signed by the Participant (or the
representative of the estate or the heirs of a deceased Participant) to such
effect.

(7) NO RIGHT TO CONTINUED EMPLOYMENT. Nothing contained herein or in any
Award Certificate shall be construed to confer on any employee any right to
continue in the employ of the Company or any Affiliate or derogate from the
right of the Company and any Affiliate to retire, request the resignation of, or
discharge such employee at any time, with or without cause.

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(8) WITHHOLDING. If the Company or an Affiliate shall be required to
withhold any amount by reason of any federal, state or local tax laws, rules or
regulations in respect of the payment of an Award to the Participant, the
Company or an Affiliate shall be entitled to deduct or withhold such amounts
from any cash payments to be made to the holder.

(9) NON-TRANSFERABILITY OF AWARDS. Unless the Committee shall permit (on
such terms and conditions as it shall establish) an Award to be transferred to a
member of the Participant's immediate family or to a trust or similar vehicle
for the benefit of such immediate family members (collectively, the "Permitted
Transferees"), no Award shall be assignable or transferable except by will or
the laws of descent and distribution, and except to the extent required by law,
no right or interest of any Participant shall be subject to any lien, obligation
or liability of the Participant.

(10) ADMINISTRATION AND AMENDMENT OF THE PLAN. The Board of Directors or
the Committee may discontinue the Plan at any time and from time to time may
amend or revise the terms of the Plan, as permitted by applicable law, except
that it may not revoke or alter, in any manner unfavorable to the recipient of
an outstanding Award under the Plan, any Award made under the Plan, without the
consent of the recipient of that Award.

(11) EFFECTIVE DATE. This Plan shall become effective as of January 1,
1997, and shall be submitted to the stockholders of the Company for their
approval. In the event that the Plan is not approved by stockholders within 12
months of its adoption by the Board of Directors, the Plan and any Awards
granted hereunder on or after January 1, 1997 shall become null and void,
notwithstanding any other provisions of the Plan to the contrary.

(12) FINAL ISSUANCE DATE. No Awards shall be made under this Plan after
December 31, 2006.

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APPENDIX F

TERMS OF RESTRUCTURING AGREEMENT

TERMS:

1. Simultaneously with the Contribution Closing and/or the Partnership
Contribution, or thereafter, Parent may transfer or cause to be transferred
all or part of the Acquired Assets, the Assumed Liabilities and the
Contributed Subsidiary Capital Stock to one or more direct Subsidiaries of
Parent (each a "First-Tier Transferee Subsidiary") or to one or more direct
Subsidiaries of a First-Tier Transferee Subsidiary.

2. The stock of one or more of the First-Tier Transferee Subsidiaries may be
transferred to an entity that is a member of the CSC Group and that holds
directly or indirectly the other cable properties of the CSC Group.

3. Notwithstanding anything to the contrary in the foregoing paragraphs, (a)
the stock of each First-Tier Transferee Subsidiary shall continue to be held
directly by Parent for a period of at least one year after the Closing Date
and (b) CSC will not transfer or distribute to Parent substantially all of
its assets outside the ordinary course of business and will not be merged
into Parent or liquidated or wound-up for a period of at least one year
after the Closing Date, unless in the case of (a) or (b) either (i) the
Company has consented to the stock of such First-Tier Transferee
Subsidiaries ceasing to be held directly by Parent, or to such transfer,
distribution, merger, liquidation or winding-up of CSC, as applicable, or
(ii) CSC or Parent has obtained a ruling from the Internal Revenue Service
to the effect that a transaction pursuant to which the stock of such
First-Tier Transferee Subsidiaries ceases to be held directly by Parent
prior to the expiration of such one-year period, or pursuant to which CSC
transfers or distributes substantially of its assets to Parent or is merged,
liquidated or wound-up, as applicable, will not cause the Contribution and
the Merger not to qualify as an exchange governed by Section 351 of the
Code. As of the date of this Agreement, there is no plan or intention to
undertake any transaction that would cause the Contribution and the Merger
not to qualify as an exchange governed by Section 351 of the Code.

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APPENDIX G

AMENDED AND RESTATED CERTIFICATE OF INCORPORATION

CSC PARENT CORPORATION

FIRST: The name of this corporation (hereinafter called the "corporation")
is CSC Parent Corporation.

SECOND: The name and address, including street, number, city and county, of
the registered office of the corporation in the State of Delaware is The
Corporation Service Company, 1013 Centre Road, City of Wilmington, County of New
Castle.

THIRD: The nature of the business and of the purposes to be conducted and
promoted by the corporation are to conduct any lawful business, to promote any
lawful purpose, and to engage in any lawful act or activity for which
corporations may be organized under the General Corporation Law of the State of
Delaware.

FOURTH: The aggregate number of shares which the corporation shall have
authority to issue shall be 290,000,000 shares: (a) 200,000,000 shares of Class
A Common Stock, par value $.01 per share ("Class A Common Stock"), (b)
80,000,000 shares of Class B Common Stock, par value $.01 per share ("Class B
Common Stock"), and (c) 10,000,000 shares of Preferred Stock, par value $.01 per
share ("Preferred Stock").

The following is a statement of (a) the designations, preferences and
relative, participating, optional or other special rights, and the
qualifications, limitations or restrictions thereof, of each of the Class A
Common Stock and the Class B Common Stock and (b) the authority expressly vested
in the Board of Directors hereunder with respect to the issuance of series of
Preferred Stock:

A. Class A Common Stock and Class B Common Stock:

I. Priority of Preferred Stock.

Each of the Class A Common Stock and Class B Common Stock is subject to
all the powers, rights, privileges, preferences and priorities of any series
of Preferred Stock as are stated and expressed herein and as shall be stated
and expressed in any Certificates of Designations filed with respect to any
series of Preferred Stock pursuant to authority expressly granted to and
vested in the Board of Directors by the provisions of Paragraph B of this
Article FOURTH.

II. Dividends.

Subject to (a) the rights of the holders of Series A Preferred Stock and
Series B Preferred Stock, (b) any other provisions of the Certificate of
Incorporation of the corporation, as amended from time to time, and (c) the
provisions of any Certificates of Designations filed with respect to any
series of Preferred Stock, holders of Class A Common Stock and Class B
Common Stock shall be entitled to receive equally on a per share basis such
dividends and other distributions in cash, stock or property of the
corporation as may be declared thereon by the Board of Directors from time
to time out of assets or funds of the corporation legally available
therefor; provided that the Board of Directors shall declare no dividend,
and no dividend shall be paid, with respect to any outstanding share of
Class A Common Stock or Class B Common Stock, whether paid in cash or
property (including, without limitation, shares of Class A Common Stock paid
on or with respect to shares of Class A Common Stock or shares of Class B
Common Stock paid on or with respect to shares of Class B Common Stock
(collectively, "Stock Dividends")), unless, simultaneously, the same
dividend (in the case of Stock Dividends, stock of the class on or with
respect to which the dividend is paid in the same percentage, relative to
the total number of shares of such class, issued and outstanding immediately
prior to the payment of such dividend, as the Stock Dividend on or with
respect to the other class bears to the

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number of shares of such class issued and outstanding immediately prior to
the payment of such dividend) is paid with respect to each share of Class A
Common Stock and Class B Common Stock. Stock Dividends with respect to Class
A Common Stock may only be paid with shares of Class A Common Stock. Stock
Dividends with respect to Class B Common Stock may only be paid with shares
of Class B Common Stock.

III. Voting.

(a) Except as otherwise required (i) by statute, (ii) pursuant to the
provisions of the Certificate of Incorporation of the corporation, as
amended from time to time, or (iii) pursuant to the provisions of any
Certificates of Designations filed with respect to any series of Preferred
Stock, the Class A Common Stock and Class B Common Stock shall have the sole
right and power to vote on all matters on which a vote of stockholders is to
be taken. At every meeting of the stockholders, each holder of Class A
Common Stock shall be entitled to cast one (1) vote in person or by proxy
for each share of Class A Common Stock standing in his or her name on the
transfer books of the corporation and each holder of Class B Common Stock
shall be entitled to cast ten (10) votes in person or by proxy for each
share of Class B Common Stock standing in his or her name on the transfer
books of the corporation. Except in the election of directors of the
corporation (voting in respect of which shall be governed by the terms set
forth in subsections (b) and (c) of this Section III) and as may be
otherwise required (i) by statute (ii) pursuant to the provisions of the
Certificate of Incorporation of the corporation, as the same may be amended
from time to time, or (iii) pursuant to the provisions of any Certificates
of Designation filed with respect to any series of Preferred Stock, the
holders of Class A Common Stock and Class B Common Stock shall vote together
as a single class; provided, however, that the affirmative vote or consent
of the holders of at least 66 2/3% of the outstanding shares of Class B
Common Stock, voting separately as a class, shall be required for (i) the
authorization or issuance of any additional shares of Class B Common Stock
and (ii) any amendment, alteration or repeal of any of the provisions of the
Certificate of Incorporation of the corporation which adversely affects the
powers, preferences or rights of the Class B Common Stock.

(b) With respect to the election of directors, holders of Class A Common
Stock shall vote as a separate class and be entitled to be elect 25% of the
total number of directors (the "Class A Directors") elected by the holders
of Class A Common Stock and Class B Common Stock (the "Common Stock
Directors") and, if such 25% is not a whole number, then the holders of
Class A Common Stock shall be entitled to elect the nearest higher whole
number of directors that is at least 25% of the total number of Common Stock
Directors, so long as the number of outstanding shares of Class A Common
Stock is at least 10% of the total number of outstanding shares of both
classes of common stock. Holders of Class B Common Stock, voting as a
separate class, shall be entitled to elect the remaining Common Stock
Directors. If, on the record date for any stockholder meeting at which
directors are to be elected, the number of outstanding shares of Class A
Common Stock is less than 10% of the total number of outstanding shares of
common stock, however, the holders of the Class A Common Stock and the Class
B Common Stock shall vote together as a single class with respect to the
election of Common Stock Directors and the holders of Class A Common Stock
shall not have the right to elect 25% of the number of such directors, but
shall have one (1) vote per share for all Common Stock Directors and the
holders of the Class B Common Stock shall have ten (10) votes per share for
all Common Stock Directors. If, on the record date for any stockholder
meeting at which Common Stock Directors are to be elected, the number of
outstanding shares of Class B Common Stock is less than 12 1/2% of the total
number of outstanding shares of both classes of common stock, then the
holders of Class A Common Stock, voting as a separate class, shall continue
to elect a number of Class A Directors equal to 25% of the total number of
Common Stock Directors and, in addition, shall vote together with the
holders of Class B Common Stock to elect the remaining Common Stock
Directors to be elected at such meeting, with the holders of Class A Common
Stock entitled to one (1) vote per share for all Common Stock Directors and
the holders of Class B Common Stock entitled to ten (10) votes per share for
all Common Stock Directors.

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(c) Any vacancy in the office of a Common Stock Director elected by the
holders of Class A Common Stock voting as a separate class may be filled by
a vote of such holders voting as a separate class and any vacancy in the
office of a Common Stock Director elected by the holders of Class B Common
Stock voting as a separate class may be filled by a vote of such holders
voting as a separate class or, in the absence of a stockholder vote, in the
case of a vacancy in the office of a Common Stock Director elected by either
class, such vacancy may be filled by the remaining directors. Any director
elected by the Board of Directors to fill a vacancy shall serve until the
next annual meeting of stockholders and until his or her successor has been
elected and has qualified. If the Board of Directors increases the number of
directors in accordance with Article FIFTH of the Certificate of
Incorporation of the corporation, any vacancy so created may be filled by
the Board of Directors; provided that, so long as the holders of Class A
Common Stock have the rights provided in subsections (b) and (c) of this
Section III in respect of the last preceding annual meeting of stockholders
to elect 25% of the total number of Common Stock Directors, the Board of
Directors may be so enlarged by the directors only to the extent that at
least 25% of the enlarged board consists of Common Stock Directors elected
by the holders of Class A Common Stock or of persons appointed to fill
vacancies created by the death, resignation or removal of persons elected by
the holders of Class A Common Stock.

(d) Notwithstanding anything in this Section III to the contrary, the
holders of Class A Common Stock shall have exclusive voting power on all
matters upon which, pursuant to the Certificate of Incorporation of the
corporation or applicable laws, the holders of common stock are entitled to
vote, at any time when no shares of Class B Common Stock are issued and
outstanding.

(e) Wherever any provision of the Certificate of Incorporation of the
corporation sets forth a specific percentage of the shares outstanding and
entitled to vote which is required for approval or ratification of any
action upon which the vote of the stockholders is required or may be
obtained, such provision shall mean such specified percentage of the votes
entitled to be cast by holders of shares then outstanding and entitled to
vote on such action.

IV. Conversion Rights.

(a) Subject to the terms and conditions of this Article FOURTH, each
share of Class B Common Stock shall be convertible at any time or from time
to time, at the option of the holder thereof, at the office of any transfer
agent for such Class B Common Stock and at such other place or places, if
any, as the Board of Directors may designate, or, if the Board of Directors
shall fail so to designate, at the principal office of the corporation
(attention of the Secretary of the corporation), into one (1) fully paid and
non-assessable share of Class A Common Stock. Upon conversion, the
corporation shall make no payment or adjustment on account of dividends
accrued or in arrears on Class B Common Stock surrendered for conversion or
on account of any dividends on the Class A Common Stock issuable on such
conversion. Before any holder of Class B Common Stock shall be entitled to
convert the same into Class A Common Stock, he or she shall surrender the
certificate or certificates for such Class B Common Stock at the office of
said transfer agent (or other place as provided above), which certificate or
certificates, if the corporation shall so request, shall be duly endorsed to
the corporation or in blank or accompanied by proper instruments of transfer
to the corporation or in blank (such endorsements or instruments of transfer
to be in form satisfactory to the corporation, and shall give written notice
to the corporation at said office that he or she elects so to convert said
Class B Common Stock in accordance with the terms of this Section IV, and
shall state in writing therein the name or names in which he or she wishes
the certificate or certificates for Class A Common Stock to be registered.
Every such notice of election to convert shall constitute a binding contract
between the holder of such Class B Common Stock and the corporation, whereby
the holder of such Class B Common shall be deemed to subscribe for the
amount of Class A Common Stock which he or she shall be entitled to receive
upon such conversion, and, in satisfaction of such subscription, to deposit
the Class B Common Stock to be converted and to release the corporation from
all liability thereunder, and thereby the corporation shall be deemed to
agree that the surrender of the certificate

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or certificates therefor and the extinguishment of liability thereon shall
constitute full payment of such subscription for Class A Common Stock to be
issued upon such conversion. The corporation will as soon as practicable
after such deposit of a certificate or certificates for Class B Common
Stock, accompanied by the written notice and the statement above prescribed,
issue and deliver at the office of said transfer agent (or other place as
provided above) to the person for whose account such Class B Common Stock
was so surrendered, or to his nominee or nominees, a certificate or
certificates for the number of full shares of Class A Common Stock to which
he shall be entitled as aforesaid. Subject to the provisions of subsection
(d) of this Section IV, such conversion shall be deemed to have been made as
of the date of such surrender of the Class B Common Stock to be converted;
and the person or persons entitled to receive the Class A Common Stock
issuable upon conversion of such Class B Common Stock shall be treated for
all purposes as the record holder or holders of such Class A Common Stock on
such date. Upon conversion of shares of Class B Common Stock, shares of
Class B Common Stock so converted will be canceled and retired by the
corporation, such shares shall not be reissued and the number of shares of
Class B Common Stock which the corporation shall have authority to issue
shall be decreased by the number of shares of Class B Common Stock so
converted and the Board of Directors shall take such steps as are required
to so retire such shares.

(b) The issuance of certificates for shares of Class A Common Stock upon
conversion of shares of Class B Common Stock shall be made without charge
for any stamp or other similar tax in respect of such issuance. However, if
any such certificate is to be issued in a name other than that of the holder
of the share or shares of Class B Common Stock converted, the person or
persons requesting the issuance thereof shall pay to the corporation the
amount of any tax which may be payable in respect of any transfer involved
in such issuance or shall establish to the satisfaction of the corporation
that such tax has been paid or that no such tax is due.

(c) The Corporation shall not be required to convert Class B Common
Stock, and no surrender of Class B Common Stock shall be effective for that
purpose, while the stock transfer books of the corporation are closed for
any purpose; but the surrender of Class B Common Stock for conversion during
any period while such books are closed shall be deemed effective for
conversion immediately upon the reopening of such books, as if the
conversion had been made on the date such Class B Common Stock was
surrendered.

(d) The corporation will at all times reserve and keep available, solely
for the purpose of issue upon conversion of the outstanding shares of Class
B Common Stock, such number of shares of Class A Common Stock as shall be
issuable upon the conversion of all such outstanding shares, provided that
nothing contained herein shall be construed to preclude the corporation from
satisfying its obligations in respect of the conversion of the outstanding
shares of Class B Common Stock by delivery of shares of Class A Common Stock
which are held in the treasury of the corporation. The corporation covenants
that if any shares of Class A Common Stock, required to be reserved for
purposes of conversion hereunder, require registration with or approval of
any governmental authority under any federal or state law before such shares
of Class A Common Stock may be issued upon conversion, the corporation will
use its best efforts to cause such shares to be duly registered or approved,
as the case may be. The corporation will endeavor to list the shares of
Class A Common Stock required to be delivered upon conversion prior to such
delivery upon each national securities exchange, if any, upon which the
outstanding Class A Common Stock is listed at the time of such delivery. The
corporation covenants that all shares of Class A Common Stock which shall be
issued upon conversion of the shares of Class B Common Stock will, upon
issue, be fully paid and non-assessable and not entitled to any preemptive
rights.

V. Liquidation Rights.

In the event of any dissolution, liquidation or winding up of the
affairs of the corporation, whether voluntary or involuntary, after payment
or provision for payment of the debts and other liabilities of the
corporation and after payment in full of the amounts to be paid to holders
of Series A Preferred Stock and Series B Preferred Stock as set forth in
Section (B) (II) and to holders of

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Preferred Stock as set forth in any Certificates of Designations filed with
respect thereto, the remaining assets and funds of the corporation shall be
divided among and paid ratably to the holders of Class A Common Stock and
Class B Common Stock (including those persons who shall become holders of
Class A Common Stock by reason of the conversion of their shares of Class B
Common Stock) as a single class. For the purposes hereof, the voluntary
sale, conveyance, exchange or transfer (for cash, shares of stock,
securities or other consideration) of all or substantially all the property
or assets of the corporation shall be deemed a voluntary liquidation,
dissolution or winding up of the corporation, but a consolidation or merger
of the corporation with one or more other corporations shall not be deemed
to be a liquidation, dissolution or winding up, voluntary or involuntary.

VI. Reclassifications, Etc.

Neither the Class A Common Stock nor the Class B Common Stock may be
subdivided, consolidated, reclassified or otherwise changed unless
contemporaneously therewith the other classes of common stock are
subdivided, consolidated, reclassified or otherwise changed in the same
proportion and in the same manner.

VII. Mergers, Consolidations, Etc.

In any merger, consolidation or business combination of the corporation
with or into another corporation, whether or not the corporation is the
surviving corporation, the consideration per share to be received by holders
of Class A Common Stock and Class B Common Stock in such merger,
consolidation or business combination must be identical to that received by
holders of the other class of common stock, except that in any such
transaction in which shares of capital stock are distributed, such shares
may differ as to voting rights to the extent and only to the extent that the
voting rights of the Class A Common Stock and Class B Common Stock differ as
provided herein.

VIII. Rights and Warrants.

In case the corporation shall issue rights or warrants to purchase
shares of capital stock of the corporation, the terms of the rights and
warrants, and the number of rights or warrants per share, to be received by
holders of Class A Common Stock or Class B Common Stock must be identical to
that received by holders of the other classes of common stock, except that
the shares of capital stock into which such rights or warrants are
exercisable may differ as to voting rights to the extent and only to the
extent that the voting rights of the Class A Common Stock and Class B Common
Stock differ as provided herein.

B. Preferred Stock.

I. Issuance.

Preferred Stock may be issued from time to time in one or more series,
the shares of each series to have such powers, designations, preferences and
relative, participating, optional or other special rights, and
qualifications, limitations or restrictions thereof, as are stated and
expressed herein or in a Certificate or Certificates of Designations
providing for the issuance of such series, adopted by the Board of Directors
as hereinafter provided.

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II. Powers of the Board of Directors.

Authority is hereby expressly granted to the Board of Directors to
authorize the issue of one or more series of Preferred Stock, and with
respect to each series to set forth in a Certificate or Certificates of
Designations provisions with respect to the issuance of such series:

(a) The maximum number of shares to constitute such series and the
distinctive designation thereof;

(b) Whether the shares of such series shall have voting rights, in
addition to any voting rights provided by law, and, if so, the terms of such
voting rights;

(c) The dividend rate, if any, on the shares of such series, the
conditions and dates upon which such dividends shall be payable, the
preference or relation which such dividends shall bear to the dividends
payable on any other class or classes or on any other series of capital
stock, and whether such dividends shall be cumulative or non-cumulative;

(d) Whether the shares of such series shall be subject to redemption by
the corporation, and, if made subject to redemption, the times, prices and
other terms and conditions of such redemption;

(e) The rights of the holders of shares of such series upon the
liquidation, dissolution or winding up of the corporation;

(f) Whether or not the shares of such series shall be subject to the
operation of a retirement or sinking fund, and, if so, the extent to and
manner in which any such retirement or sinking fund shall be applied to the
purchase or redemption of the shares of such series for retirement or to
other corporate purposes and the terms and provisions relative to the
operation thereof;

(g) Whether or not the shares of such series shall be convertible into,
or exchangeable for, shares of stock of any other class or classes, or of
any other series of the same class, and if so convertible or exchangeable,
the price or prices or the rate or rates of conversion or exchange and the
method, if any, of adjusting the same;

(h) The limitations and restrictions, if any, to be effective while any
shares of such series are outstanding upon the payment of dividends or
making of other distributions on, and upon the purchase, redemption or other
acquisition by the corporation of the Class A Common Stock, the Class B
Common Stock or any other class or classes of stock of the corporation
ranking junior to the shares of such series either as to dividends or upon
liquidation;

(i) The conditions or restrictions, if any, upon the creation of
indebtedness of the corporation or upon the issue of any additional stock
(including additional shares of such series or of any other series or of any
other class) ranking on a parity with or prior to the shares of such series
as to dividends or distribution of assets on liquidation, dissolution or
winding up; and

(j) Any other preference and relative, participating, optional, or other
special rights, and qualifications, limitations or restrictions thereof as
shall not be inconsistent with this Article FOURTH.

III. Ranking.

All shares of any one series of Preferred Stock shall be identical with
each other in all respects, except that shares of any one series issued at
different times may differ as to the dates from which dividends, if any,
thereon shall be cumulative; and all series shall rank equally and be
identical in all respects, except as permitted by the foregoing provisions
of Section II hereof; and all shares of Preferred Stock shall rank senior to
the common stock both as to dividends and upon liquidation.

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IV. Liquidation Rights.

In the event of any liquidation, dissolution or winding up of the
corporation, before any payment or distribution of the assets of the
corporation (whether capital or surplus) shall be made to or set apart for
the holders of any class or classes of stock of the corporation ranking
junior to the Preferred Stock upon liquidation, the holders of the shares of
the Preferred Stock shall be entitled to receive payment at the rate fixed
herein or in the resolution or resolutions adopted by the Board of Directors
providing for the issue of such series, plus (if dividends on shares of such
series of Preferred Stock shall be cumulative) an amount equal to all
dividends (whether or not earned or declared) accumulated to the date of
final distribution to such holders; but they shall be entitled to no further
payment. If, upon any liquidation, dissolution or winding up of the
corporation, the assets of the corporation, or proceeds thereof,
distributable among the holders of the shares of the Preferred Stock shall
be insufficient to pay in full the preferential amount aforesaid, then such
assets, or the proceeds thereof, shall be distributed among such holders
ratably in accordance with the respective amounts which would be payable on
such shares if all amounts payable thereon were paid in full. For the
purposes of this Section IV, the voluntary sale, conveyance, exchange or
transfer (for cash, shares of stock, securities, or other consideration) of
all or substantially all the property or assets of the corporation shall be
deemed a voluntary liquidation, dissolution or winding up of the
corporation, but a consolidation or merger of the corporation with one or
more other corporations shall not be deemed to be liquidation, dissolution
or winding up, voluntary or involuntary.

V. Voting.

Except as shall be otherwise stated and expressed herein or in the
Certificate or Certificates of Designations adopted by the Board of
Directors with respect to the issuance of any series of Preferred Stock and
except as otherwise required by the laws of the State of Delaware, the
holders of shares of Preferred Stock shall have, with respect to such
shares, no right or power to vote on any question or in any proceeding or to
be represented at, or to receive notice of, any meeting of stockholders.

FIFTH: The management of the business and the conduct of the affairs of the
corporation, including the election of the Chairman, if any, the President, the
Treasurer, the Secretary, and other principal officers of the corporation, shall
be vested in its Board of Directors. The number of directors of the corporation
shall be fixed by the By-Laws of the corporation and may be altered from time to
time as provided therein. A director shall be elected to hold office until the
expiration of the term for which such person is elected, and until such person's
successor shall be duly elected and qualified.

SIXTH: The name and mailing address of the incorporator are as follows:
Melissa L. Halbach-Merz, Sullivan & Cromwell, 125 Broad Street, New York, New
York 10004.

SEVENTH: Whenever a compromise or arrangement is proposed between this
corporation and its creditors or any class of them and/or between this
corporation and its stockholders or any class of them, any court of equitable
jurisdiction within the State of Delaware may, on the application in a summary
way of this corporation or any creditor or stockholder thereof or on the
application of any receiver or receivers appointed for this corporation under
the provisions of Section 291 of Title 8 of the Delaware Code or on the
application of trustees in dissolution or of any receiver or receivers appointed
for this corporation under the provisions of Section 279 of Title 8 of the
Delaware Code order a meeting of the creditors or class of creditors, and/or the
stockholders or class of stockholders of this corporation, as the case may be,
to be summoned in such manner as the said court directs. If a majority in number
representing three-fourths in value of the creditors or class of creditors,
and/or of the stockholders or class of stockholders of this corporation, as the
case may be, agree to any compromise or arrangement and to any reorganization of
this corporation as a consequence of such compromise or arrangement, and the
said reorganization shall, if sanctioned by the court to which the said
application has been made, be binding on all the creditors or class of
creditors, and/or on all the stockholders or class of stockholders, of this
corporation, as the case may be, and also on this corporation.

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EIGHTH: The original By-Laws of the corporation shall be adopted by the
incorporator. Thereafter, the power to make, alter, or repeal the By-Laws, and
to adopt any new By-Law, shall be vested in the Board of Directors and the
stockholders entitled to vote in the election of directors.

NINTH: The corporation shall, to the fullest extent permitted by Section
145 of the General Corporation Law of the State of Delaware, as the same may be
amended and supplemented, or by any successor thereto, indemnify any and all
persons whom it shall have power to indemnify under said section from and
against any and all of the expenses, liabilities or other matters referred to in
or covered by said section. Such right to indemnification shall continue as to a
person who has ceased to be a director, officer, employee or agent and shall
inure to the benefit of the heirs, executors and administrators of such a
person. The indemnification provided for herein shall not be deemed exclusive of
any other rights to which those seeking indemnification may be entitled under
any By-Law, agreement, vote of stockholders or disinterested directors or
otherwise.

No director of this corporation shall be personally liable to the
corporation or its stockholders for monetary damages for breach of fiduciary
duty as a director, except that this paragraph shall not eliminate or limit the
liability of a director (i) for any breach of the director's duty of loyalty to
this corporation or its stockholders, (ii) for acts or omissions not in good
faith or which involve intentional misconduct or a knowing violation of law,
(iii) under Section 174 of the Delaware General Corporation Law or (iv) for any
transaction from which the director derived an improper personal benefit.

TENTH: No contract or transaction between the corporation and one or more
of its directors or officers, or between the corporation and any other
corporation, partnership, association, or other organization in which one or
more of its directors or officers are directors or officers, or have a financial
interest, shall be void or voidable solely for this reason, or solely because
the director or officer is present at or participates in the meeting of the
Board of Directors or committee thereof which authorizes the contract or
transaction, or solely because his or their votes are counted for such purpose,
if:

(A) The material facts as to his relationship or interest and as to the
contract or transaction are disclosed or are known to the Board of Directors
or the committee, and the Board of Directors or committee in good faith
authorizes the contract or transaction by the affirmative votes of a
majority of the disinterested directors, even though the disinterested
directors be less than a quorum; or

(B) The material facts as this relationship or interest and as to the
contract or transaction are disclosed or are known to the stockholders
entitled to vote thereon, and the contract or transaction is specifically
approved in good faith by vote of the stockholders; or

(C) The contract or transaction is fair as to the corporation as of the
time it is authorized, approved or ratified, by the Board of Directors, a
committee thereof, or the stockholders.

Common or interested directors may be counted in the presence of a
quorum at a meeting of the Board of Directors or of a committee which
authorizes the contract or transaction.

IN WITNESS WHEREOF, CSC Parent Corporation has caused this Amended and
Restated Certificate of Incorporation to be executed this 14th day of January,
1998.

CSC Parent Corporation

/s/_ANDREW ROSENGARD
Andrew Rosengard
Executive Vice President, Financial
Planning and Controller

Attest:

/s/_ ROBERT S. LEMLE
Robert S. Lemle
Secretary

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APPENDIX H

BY-LAWS

CSC PARENT CORPORATION

(A DELAWARE CORPORATION)

ARTICLE I

STOCKHOLDERS

1. CERTIFICATES REPRESENTING STOCK. Every holder of stock in the corporation
shall be entitled to have a certificate signed by, or in the name of, the
corporation by the Chairman, the Chief Executive Officer or Vice Chairman, if
any, or by the President or a Vice President and by the Treasurer or an
Assistant Treasurer or the Secretary or an Assistant Secretary of the
corporation certifying the number of shares owned by him in the corporation. If
such certificate is countersigned by a transfer agent other than the corporation
or its employee or by a registrar other than the corporation or its employee,
any other signature on the certificate may be a facsimile. In case any officer,
transfer agent, or registrar who has signed or whose facsimile signature has
been placed upon a certificate shall have ceased to be such officer, transfer
agent, or registrar before such certificate is issued, it may be issued by the
corporation with the same effect as if he were such officer, transfer agent, or
registrar at the date of issue.

Whenever the corporation shall be authorized to issue more than one class of
stock or more than one series of any class of stock, and whenever the
corporation shall issue any shares of its stock as partly paid stock, the
certificates representing shares of any such class or series or of any such
partly paid stock shall set forth thereon the statements prescribed by the
General Corporation Law. Any restrictions on the transfer or registration of
transfer of any shares of stock of any class or series shall be noted
conspicuously on the certificate representing such shares.

The corporation may issue a new certificate of stock in place of any
certificate theretofore issued by it, alleged to have been lost, stolen, or
destroyed, and the Board of Directors may require the owner of any lost, stolen,
or destroyed certificate, or his legal representative, to give the corporation a
bond sufficient to indemnify the corporation against any claim that may be made
against it on account of the alleged loss, theft, or destruction of any such
certificate or the issuance of any such new certificate.

2. FRACTIONAL SHARE INTERESTS. The corporation may, but shall not be
required to, issue fractions of a share. In lieu thereof it shall either pay in
cash the fair value of fractions of a share, as determined by the Board of
Directors, to those entitled thereto or issue scrip or fractional warrants in
registered or bearer form over the manual or facsimile signature of an officer
of the corporation or of its agent, exchangeable as therein provided for full
shares, but such scrip or fractional warrants shall not entitle the holder to
any rights of a stockholder except as therein provided. Such scrip or fractional
warrants may be issued subject to the condition that the same shall become void
if not exchanged for certificates representing full shares of stock before a
specified date, or subject to the condition that the shares of stock for which
such scrip or fractional warrants are exchangeable may be sold by the
corporation and the proceeds thereof distributed to the holders of such scrip or
fractional warrants, or subject to any other conditions which the Board of
Directors may determine.

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3. STOCK TRANSFERS. Upon compliance with provisions restricting the transfer
or registration of transfer of shares of stock, if any, transfers or
registration of transfer of shares of stock of the corporation shall be made
only on the stock ledger of the corporation by the registered holder thereof, or
by his attorney thereunto authorized by power of attorney duly executed and
filed with the Secretary of the corporation or with a transfer agent or a
registrar, if any, and on surrender of the certificate or certificates for such
shares of stock properly endorsed and the payment of all taxes due thereon.

4. RECORD DATE FOR STOCKHOLDERS. For the purpose of determining the
stockholders entitled to notice of or to vote at any meeting of stockholders or
any adjournment thereof, or to express consent to any corporate action in
writing without a meeting, or for the purpose of determining stockholders
entitled to receive payment of any dividend or other distribution or the
allotment of any rights, or entitled to exercise any rights in respect of any
change, conversion, or exchange of stock, or for the purpose of any other lawful
action, the directors may fix, in advance, a date as the record date for any
such determination of stockholders. Such date shall not be more than sixty days
nor less than ten days before the date of such meeting, nor more than sixty days
prior to any other action. If no record date is fixed, the record date for the
determination of stockholders entitled (a) to notice of or to vote at a meeting
of stockholders shall be at the close of business on the day next preceding the
day on which notice is given, or, if notice is waived, at the close of business
on the day next preceding the day on which the meeting is held and (b) to
express consent to corporate action in writing without a meeting, when no prior
action by the Board of Directors is necessary, shall be the day on which the
first written consent is expressed; the record date for determining stockholders
for any other purpose shall be at the close of business on the day on which the
Board of Directors adopts the resolution relating thereto. When a determination
of stockholders of record entitled to notice of or to vote at any meeting of
stockholders has been made as provided in this paragraph, such determination
shall apply to any adjournment thereof; PROVIDED, HOWEVER, that the Board of
Directors may fix a new record date for the adjourned meeting.

5. MEANING OF CERTAIN TERMS. As used herein in respect of the right to
notice of a meeting of stockholders or a waiver thereof or to participate or
vote thereat or to consent or dissent in writing in lieu of a meeting, as the
case may be, the term 'share' or 'shares' or 'share of stock' or 'shares of
stock' or 'stockholder' or 'stockholders' refers to an outstanding share or
shares of stock and to a holder or holders of record of outstanding shares of
stock when the corporation is authorized to issue only one class of shares of
stock, and said reference is also intended to include any outstanding share or
shares of stock and any holder or holders of record of outstanding shares of
stock of any class upon which or upon whom the certificate of incorporation
confers such rights where there are two or more classes or series of shares of
stock or upon which or upon whom the General Corporation Law confers such rights
notwithstanding that the certificate of incorporation may provide for more than
one class or series of shares of stock, one or more of which are limited or
denied such rights thereunder; PROVIDED, HOWEVER, that no such right shall vest
in the event of an increase or a decrease in the authorized number of shares of
stock of any class or series which is otherwise denied voting rights under the
provisions of the certificate of incorporation, including any Preferred Stock
which is denied voting rights under the provisions of the resolution or
resolutions adopted by the Board of Directors with respect to the issuance
thereof.

6. STOCKHOLDER MEETINGS.

TIME. The annual meeting shall be held on the date and at the time fixed,
from time to time, by the directors, PROVIDED, that the first annual meeting
shall be held on a date within thirteen months after the organization of the
corporation, and each successive annual meeting shall be held on a date within
thirteen months after the date of the preceding annual meeting. A special
meeting shall be held on the date and at the time fixed by the directors.

PLACE. Annual meetings and special meetings shall be held at such place,
within or without the State of Delaware, as the directors may, from time to
time, fix. Whenever the directors shall fail to fix such place, the meeting
shall be held at the registered office of the corporation in the State of
Delaware.

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CALL. Annual meetings and special meetings may be called by resolution of
the Board of Directors only.

NOTICE OR WAIVER OF NOTICE. Written notice of all meetings shall be given,
stating the place, date, and hour of the meeting. The notice of an annual
meeting shall state that the meeting is called for the election of directors and
for the transaction of other business which may properly come before the
meeting, and shall (if any other action which could be taken at a special
meeting is to be taken at such annual meeting), state such other action or
actions as are known at the time of such notice. The notice of a special meeting
shall in all instances state the purpose or purposes for which the meeting is
called. If any action is proposed to be taken which would, if taken, entitle
stockholders to receive payment for their shares of stock, the notice shall
include a statement of that purpose and to that effect. Except as otherwise
provided by the General Corporation Law, a copy of the notice of any meeting
shall be given, personally or by mail, not less than ten days nor more than
sixty days before the date of the meeting, unless the lapse of the prescribed
period of time shall have been waived, and directed to each stockholder at his
record address or at such other address which he may have furnished for such
purpose in writing to the Secretary of the corporation. Notice by mail shall be
deemed to be given when deposited, with postage thereof prepaid, in the United
States mail. If a meeting is adjourned to another time, not more than thirty
days hence, and/or to another place, and if an announcement of the adjourned
time and/or place is made at the meeting, it shall not be necessary to give
notice of the adjourned meeting unless the directors, after adjournment, fix a
new record date for the adjourned meeting. Notice need not be given to any
stockholder who submits a written waiver of notice by him before or after the
time stated therein. Attendance of a person at a meeting of stockholders shall
constitute a waiver of notice of such meeting, except when the stockholder
attends a meeting for the express purpose of objecting, at the beginning of the
meeting, to the transaction of any business because the meeting is not lawfully
called or convened. Neither the business to be transacted at, nor the purpose
of, any regular or special meeting of the stockholders need be specified in any
written waiver of notice.

STOCKHOLDER LIST. There shall be prepared and made, at least ten days before
every meeting of stockholders, a complete list of the stockholders, arranged in
alphabetical order, and showing the address of each stockholder and the number
of shares registered in the name of each stockholder. Such list shall be open to
the examination of any stockholder, for any purpose germane to the meeting,
during ordinary business hours, for a period of at least ten days prior to the
meeting either at a place within the city or other municipality or community
where the meeting is to be held, which place shall be specified in the notice of
the meeting, or if not so specified, at the place where the meeting is to be
held. The list shall also be produced and kept at the time and place of the
meeting during the whole time thereof, and may be inspected by any stockholder
who is present. The stock ledger shall be the only evidence as to who are the
stockholders entitled to examine the stock ledger, the list required by this
section or the books of the corporation, or to vote at any meeting of
stockholders.

CONDUCT OF MEETING. Meetings of the stockholders shall be presided over by
one of the following officers in the order or seniority and if present and
acting, the Chairman, if any, the Chief Executive Officer, if any, a Vice
Chairman, if any, the President, a Vice President, a chairman for the meeting
chosen by the Board of Directors, or, if none of the foregoing is in office and
present and acting, by a chairman to be chosen by the stockholders. The
Secretary of the corporation, or in his absence, an Assistant Secretary, shall
act as secretary of every meeting, but if neither the Secretary nor an Assistant
Secretary is present, the chairman for the meeting shall appoint a secretary of
the meeting. The presiding officer shall: call the meeting to order; determine
when proxies must be filed with the secretary of the meeting; open the polls,
establish the time period for which polls remain open and close the polls;
decide who may address the meeting and generally determine the order of business
and time for adjournment of the meeting. The presiding officer shall also
maintain proper and orderly conduct, and shall take all means reasonably
necessary to prevent or cease disruptions, personal attacks or inflammatory
remarks at the

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meeting. In addition to the powers and duties specified herein, the presiding
officer shall have the authority to make all other determinations necessary for
the order and proper conduct of the meeting.

PROXY REPRESENTATION. Every Stockholder may authorize another person or
persons to act for him by proxy in all matters in which a stockholder is
entitled to participate, whether by waiving notice of any meeting, voting or
participating at a meeting, or expressing consent or dissent without a meeting.
Every proxy must be signed by the stockholder or by his attorney-in-fact. No
proxy shall be voted or acted upon after three years from its date unless such
proxy provides for a longer period. A duly executed proxy shall be irrevocable
if it states that it is irrevocable and, if, and only as long as, it is coupled
with an interest sufficient in law to support an irrevocable power. A proxy may
be made irrevocable regardless of whether the interest with which it is coupled
is an interest in the stock itself or an interest in the corporation generally.

INSPECTORS AND JUDGES. The directors, in advance of any meeting, may, but
need not, appoint one or more inspectors of election or judges of the vote, as
the case may be, to act at the meeting or any adjournment thereof. If an
inspector or inspectors or judge or judges are not appointed, the person
presiding at the meeting may, but need not, appoint one or more inspectors or
judges. In case any person who may be appointed as an inspector or judge fails
to appear or act, the vacancy may be filled by appointment made by the person
presiding thereat. Each inspector or judge, if any, before entering upon the
discharge of his duties, shall take and sign an oath faithfully to execute the
duties of inspector or judge at such meeting with strict impartiality and
according to the best of his ability. The inspectors or judges, if any, shall
determine the number of shares of stock outstanding and the voting power of
each, the shares of stock represented at the meeting, the existence of a quorum,
the validity and effect of proxies, and shall receive votes, ballots or
consents, hear and determine all challenges and questions arising in connection
with the right to vote, count and tabulate all votes, ballots or consents,
determine the result, and do such acts as are proper to conduct the election or
vote with fairness to all stockholders. On request of the person presiding at
the meeting, the inspector or inspectors or judge or judges, if any, shall make
a report in writing of any challenge, question or matter determined by him or
them and execute a certificate of any fact found by him or them.

QUORUM. Except as the General Corporation Law or these by-laws may otherwise
provide, the holders of a majority of the votes represented by the outstanding
shares of stock entitled to vote shall constitute a quorum at a meeting of
stockholders for the transaction of any business; PROVIDED, HOWEVER, that if the
certificate of incorporation or General Corporation Law provides that voting on
a particular action is to be by class, a majority of the votes represented by
the outstanding shares of stock of such class shall constitute a quorum at a
meeting of stockholders for the authorization of such action. The stockholders
present may adjourn the meeting despite the absence of a quorum. When a quorum
is once present to organize a meeting, it is not broken by the subsequent
withdrawal of any stockholders.

VOTING. Except as otherwise provided in these by-laws, the certificate of
incorporation or, with respect to Preferred Stock, the resolution or resolutions
of the Board of Directors providing for the issuance thereof, and except as
otherwise provided by the General Corporation Law, at every meeting of the
stockholders, each stockholder entitled to vote at such meeting shall be
entitled to the number of votes as specified, and to the extent provided for, in
the certificate of incorporation or, with respect to Preferred Stock, the
resolution or resolutions of the Board of Directors providing the issuance
thereof, in person or by proxy, for each share of stock entitled to vote held by
such stockholder. In the election of directors, a plurality of the votes cast by
each class of stock, voting separately as a class, shall elect the directors for
such class is authorized to elect as specified, and to the extent provided for,
in the certificate of incorporation. Any other action shall be authorized by a
majority of the votes cast except where the certificate of incorporation of the
General Corporation Law prescribes a different percentage of votes and/ or a
different exercise of voting power. Voting by ballot shall not be required for
corporate action except as otherwise provided by the General Corporation Law.

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ADVANCE NOTICE OF STOCKHOLDER PROPOSALS. At any annual or special meeting of
stockholders, proposals by stockholders and persons nominated for election as
directors by stockholders shall be considered only if advance notice thereof has
been timely given as provided herein. Notice of any proposal to be presented by
any stockholder or of the name of any person to be nominated by any stockholder
for election as a director of the Corporation at any meeting of stockholders
shall be given to the Secretary of the Corporation not less than 60 nor more
than 90 days prior to the date of the meeting; PROVIDED, HOWEVER, that if the
date if the meeting is publicly announced or disclosed less than 70 days prior
to the date of the meeting, such notice shall be given not more than ten days
after such date is first so announced or disclosed. No additional public
announcement or disclosure of the date of any annual meeting of stockholders
need be made if the Corporation shall have previously disclosed, in these
by-laws or otherwise, that the annual meeting in each year is to be held on a
determinable date, unless and until the Board determines to hold the meeting on
a different date. Any stockholder who gives notice of any such proposal shall
deliver therewith the text of the proposal to be presented and a brief written
statement of the reasons why such stockholder favors the proposal and setting
forth such stockholder's name and address, the number and class of all shares of
each class of stock of the Corporation beneficially owned by such stockholder
and any material interest of such stockholder in the proposal (other than as a
stockholder). Any stockholder desiring to nominate any person for election as a
director of the Corporation shall deliver with such notice a statement in
writing setting forth the name of the person to be nominated, the number and
class of all shares of each class of stock of the Corporation beneficially owned
by such person, the information regarding such person required by paragraphs
(d), (e) and (f) of Item 401 of Regulation S-K adopted by the Securities and
Exchange Commission (or the corresponding provisions of any regulation
subsequently adopted by the Securities and Exchange Commission applicable to the
Corporation), such person's signed consent to serve as a director of the
Corporation if elected, such stockholder's name and address and the number and
class of all shares of each class of stock of the Corporation beneficially owned
by such stockholder. As used herein, shares 'beneficially owned' shall mean all
shares as to which such person, together with such person's affiliates and
associates (as defined in Rule 12b-2 under the Securities Exchange Act of 1934),
may be deemed to beneficially own pursuant to Rules 13d-3 and 13d-5 under the
Securities and Exchange Act of 1934, as well as all shares as to which such
person, together with such person's affiliates and associates, has the right to
become the beneficial owner pursuant to any agreement or understanding, or upon
the exercise of warrant, options or rights to convert or exchange (whether such
rights are exercisable immediately or only after the passage of time or the
occurrence of conditions). The person presiding at the meeting shall determine
whether such notice has been duly given and shall direct that proposals and
nominees not be considered if such notice has not been given.

7. STOCKHOLDER ACTION WITHOUT MEETINGS. Except as provided in the
certificate of incorporation, any action required to be taken, or any action
which may be taken, at any annual or special meeting of stockholder, may be
taken without a meeting, without prior notice and without a vote, if a consent
in writing, setting forth the action so taken, shall be signed by the holders of
the outstanding stock having not less than the minimum number of votes that
would be necessary to authorize or to take such action under the provisions of
the General Corporation Law or the certificate of incorporation at a meeting at
which all shares entitled to vote thereon were present and voted. Prompt notice
of the taking of the corporate action without a meeting by less than unanimous
written consent shall be given to those stockholders who have not consented in
writing.

ARTICLE II
DIRECTORS

1. FUNCTIONS AND DEFINITIONS. The business of the corporation shall be
managed by the Board of Directors of the corporation. The use of the phrase
'whole Board of Directors' herein refers to the total number of directors which
the corporation would have if there were no vacancies.

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2. QUALIFICATIONS AND NUMBER. A director need not be a stockholder, a
citizen of the United States, or a resident of the State of Delaware. The
initial Board of Directors shall consist of ten persons. Thereafter the number
of directors constituting the whole Board of Directors shall be at least three.
Subject to the foregoing limitation and except for the first Board of Directors,
such number may be fixed from time to time by action of the directors only, or,
if the number is not fixed, the number shall be ten.

3. ELECTION AND TERM. The first Board of Directors shall be elected by the
incorporator and shall hold office until the next election of the class for
which such directors have been chosen and until their successors have been
elected and qualified or until their earlier resignation or removal. Any
director may resign at any time upon written notice to the corporation.
Thereafter, directors who are elected at an annual meeting of stockholders, and
directors who are elected in the interim to fill vacancies and newly created
directorships, shall hold office for the term of the class for which such
directors shall have been chosen and until their successors have been elected
and qualified or until their earlier resignation or removal. Subject to the
provisions of the certificate of incorporation, in the interim between annual
meetings of stockholders or of special meetings of stockholders called for the
election of directors and/or for the removal of one or more directors and for
the filling of any vacancies in the Board of Directors, including vacancies
resulting from the removal of directors for cause or without cause, any vacancy
in the Board of Directors may be filled by the vote of a majority of the
remaining directors then in office, although less than a quorum, or the sole
remaining director.

4. MEETING.

TIME. Meetings shall be held at such time as the Board of Directors shall
fix.

FIRST MEETING. The first meeting of each newly elected Board of Directors
may be held immediately after each annual meeting of the stockholders at the
same place at which the annual meeting of stockholders is held, and no notice of
such meeting shall be necessary, provided a quorum shall be present. In the
event such first meeting is not so held immediately after the annual meeting of
the stockholders, it may be held at such time and place as shall be specified in
the notice given as hereinafter provided for special meetings of the Board of
Directors, or at such time and place as shall be fixed by the consent in writing
of all of the directors.

PLACE. Meetings, both regular and special, shall be held at such place
within or without the State of Delaware as shall be fixed by the Board of
Directors.

CALL. No call shall be required for regular meetings for which the time and
place have been fixed. Special meetings may be called by or at the direction of
the Chairman, if any, a Vice Chairman, if any, or the President, or of a
majority of the directors in office.

NOTICE OR ACTUAL OR CONSTRUCTIVE WAIVER. No notice shall be required for
regular meetings for which the time and place have been fixed. Written, oral, or
any other mode of notice of the time and place shall be given for special
meetings in sufficient time for the convenience assembly of the directors
thereat. The notice of any meeting need not specify the purpose of the meeting.
Any requirement of furnishing a notice shall be waived by any director who signs
a written waiver of such notice before or after the time stated therein.

Attendance of a director at a meeting of the Board of Directors shall
constitute a waiver of notice of such meeting, except when the director attends
a meeting for the express purpose of objecting, at the beginning of the meeting,
to the transaction of any business because the meeting is not lawfully called or
convened.

QUORUM AND ACTION. A majority of the whole Board of Directors shall
constitute a quorum except when a vacancy or vacancies prevents such majority,
whereupon a majority of the directors in office shall constitute a quorum,
provided that such majority shall constitute at least one-third (1/3) of the
whole

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Board of Directors. Any director may participate in a meeting of the Board of
Directors by means of a conference telephone or similar communications equipment
by means of which all directors participating in the meeting can hear each
other, and such participation in a meeting of the Board of Directors shall
constitute presence in person at such meeting. A majority of the directors
present, whether or not a quorum is present, may adjourn a meeting to another
time and place. Except as herein otherwise provided, and except as otherwise
provided by the General Corporation Law or the certificate of incorporation, the
act of the Board of Directors shall be the act by vote of a majority of the
directors present at a meeting, a quorum being present. The quorum and voting
provisions herein stated shall not be construed as conflicting with any
provisions of the General Corporation Law and these by-laws which govern a
meeting of directors held to fill vacancies and newly created directorships in
the Board of Directors.

CHAIRMAN OF THE MEETING. The Chairman, if any and if present and acting,
shall preside at all meetings; otherwise, any other director chosen by the Board
of Directors shall preside.

5. REMOVAL OF DIRECTORS. Any or all of the directors may be removed for
cause or without cause by the Board of Directors or by the stockholders;
PROVIDED, HOWEVER, that so long as the certificate of incorporation provides
that each class of stock, voting separately as a class, shall elect a certain
percentage of directors, a director may be removed without cause by stockholders
only by the vote of class of stock, voting separately as a class, that either
elected such director or elected the predecessor of such director whose position
was filled by such director due to the predecessor director's death, resignation
or removal.

6. ACTION IN WRITING. Any action required or permitted to be taken at any
meeting of the Board of Directors or any committee thereof may be taken without
a meeting if all members of the Board of Directors or committee, as the case may
be, consent thereto in writing, and the writing or writings are filed with the
minutes of proceedings of the Board of Directors or committee.

7. EXECUTIVE COMMITTEE.

POWERS. The Board of Directors may appoint an Executive Committee of the
Board of Directors of the corporation of such number of members as shall be
determined from time to time by the Board of Directors. The term of office of
each member of the Executive Committee shall be co-extensive with the term of
his office as director. Any member of the Executive Committee who shall cease to
be a director of the corporation shall ipso facto cease to be a member of the
Executive Committee. A majority of the members of the Executive Committee shall
constitute a quorum for the valid transaction of business. The Executive
Committee may meet at stated times or on two days' notice by any member of the
Executive Committee to all other members, by delivered letter, by mail or by
telegram. The provisions of Section 4 of this Article II with respect to waiver
of notice of meetings of the Board of Directors and participation at meetings of
the Board of Directors by means of a conference telephone or similar
communications equipment shall apply to meetings of the Executive Committee. The
provisions of Section 6 of this Article II with respect to action taken by a
committee of the Board or Directors without a meeting shall to action taken by
the Executive Committee. At all times whenever the Board of Directors is not in
session, the Executive Committee shall apply to have and may exercise all of the
powers of said Board of Directors in the management of the business and affairs
of the corporation except as limited by the General Corporation Law, including,
without limitation, (a) the powers of the Board of Directors referred to in the
certificate of incorporation or in the resolution or resolutions providing for
the issuance of preferred stock adopted by the Board of Directors as provided in
the certificate of incorporation to effect, or which are related or incidental
to, the redemption or conversion of the corporation's capital stock, (b) the
authority to declare dividends, (c) the authority to issue capital stock of the
corporation and (d) the adoption of a certificate of ownership and merger
pursuant to Section 253 of the General Corporation Law, and may also authorize
the seal of the corporation to be affixed to all papers which may require it;
PROVIDED, HOWEVER, that the Executive Committee may not approve any contract or
transaction between the corporation and one or more of its directors or
officers, or between the corporation and any other corporation, partnership,
association or other organization in which one or more of its directors or
officers

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<PAGE>
are directors or officers or have a material financial interest. The Executive
Committee shall have power to make rules and regulations for the conduct of its
business. Vacancies in the membership of the Executive Committee shall be filled
by the Board of Directors from among the directors at a regular meeting, or at a
special meeting, held for that purpose.

CHAIRMAN AND SECRETARY. The Executive Committee shall elect from its own
members a chairman who shall hold office during the term of his office as a
member of the Executive Committee. When present he shall preside over all
meetings of the Executive Committee. The Executive Committee shall also elect a
secretary of the Executive Committee who shall attend all meetings of the
Executive Committee and keep the minutes of its acts and proceedings. Such
secretary shall be a member of the Board of Directors and may, but need not, be
a member of the Executive Committee.

MINUTES. The Executive Committee shall keep minutes of its acts and
proceedings which shall be submitted at the next meeting of the Board of
Directors, and any action taken by the Board of Directors with respect thereto
shall be entered in the minutes of the Board of Directors.

MEETINGS. The Executive Committee may hold meetings, both regular and
special, either within or without the State of Delaware, as shall be set forth
in the Notice of the Meeting or in a duly executed Waiver of Notice thereof.

8. OTHER COMMITTEES. The Board of Directors may from time to time, by
resolution adopted by affirmative vote of a majority of the whole Board of
Directors, appoint other committees of the Board of Directors which shall have
such powers and duties as the Board of Directors may properly determine. No such
other committee of the Board of Directors shall be composed of fewer than two
(2) directors. Meetings of such committees of the Board of Directors may be held
at any place, within or without the State of Delaware, from time to time
designated by the Board of Directors, of the committee in question. Such
committees may meet at stated times on two days' notice by any member of such
committee to all other members, by delivered letter, by mail or by telegram. The
provisions of Section 4 of this Article II with respect to waiver of notice of
meetings of the Board of Directors and participation at meetings of the Board of
Directors by means of a conference telephone or similar communications equipment
shall apply to meetings of such other committees.

9. APPROVAL OF TRANSACTION WITH DOLAN AFFILIATES. The corporation shall make
any investment in or advance to a Dolan Affiliate (as defined below) only if
such investment or advance shall be approved by the Special Committee as
provided below; provided that approval of such Special Committee shall not be
required for any investment or advance that constitutes compensation for
services rendered to or on behalf of the corporation as determined by the Board
of Directors. The Special Committee shall be comprised of two Independent
Directors (as defined below) and such number, if any, of Investor Directors (as
defined in the Stockholders Agreement (the 'Stockholders Agreement') to be
entered into by the corporation pursuant to the Amended and Restated
Contribution and Merger Agreement dated as of June 6, 1997 to which the
corporation is a party, as may be amended from time to time) as is required
under Section 11(b) of the Stockholders Agreement. Approval of the Special
Committee shall require the affirmative vote of a majority of the committee
members present and voting and, if only one Investor Director is on the Special
Committee, the affirmative vote of such Investor Director, and the presence in
person or as permitted by Section 8 of this Article II of one Independent
Director and, as long as any Investor Director is on the Special Committee, one
Investor Director shall be required to constitute a quorum. An 'Independent
Director' of the Board of Directors is a director who is not an officer or
director of the Dolan Affiliate which is a party to the transaction at issue and
who is not an officer or employee of the corporation and is not an Investor
Director. A 'Dolan Affiliate' is Charles F. Dolan or any other Class B Entity
(as defined in the Stockholders Agreement) or any other corporation,
partnership, association or other organization owned or controlled by Charles F.
Dolan and shall include any Family Member (as defined in the Stockholders
Agreement) of any Class B Entity, provided that a Dolan Affiliate shall not
include any entity which is a subsidiary of the corporation.

H-8
<PAGE>
ARTICLE III
OFFICERS

1. EXECUTIVE OFFICERS. The directors may elect or appoint a Chairman, a
Chief Executive Officer, one or more Vice Chairmen, a President, one or more
Vice Presidents (one or more of whom may be denominated 'Executive Vice
President' or 'Senior Vice President'), a Secretary, one or more Assistant
Secretaries, a Treasurer, one or more Assistant Treasurers, a Controller, one or
more Assistant Controllers and such other officers as they may determine. Any
number of officers may be held by the same person.

2. TERM OF OFFICE; REMOVAL. Unless otherwise provided in the resolution of
election or appointment, each officer shall hold office until the meeting of the
Board of Directors following the next annual meeting of stockholders and until
his successor has been elected and qualified. The Board of Directors may remove
any officer for cause or without cause.

3. AUTHORITY AND DUTIES. All officers, as between themselves and the
corporation, shall have such authority and perform such duties in the management
of the corporation as may be provided in these by-laws, or, to the extent not so
provided, by the Board of Directors.

4. THE CHAIRMAN. The Chairman, if any, and if present and acting, shall be
involved in policy making and strategic planning. In addition, the Chairman
shall preside at all meetings of the Board of Directors; otherwise, any other
director chosen by the Board of Directors shall preside. The Chairman, if any,
shall have such additional duties as the Board of Directors may prescribe.

5. OTHER OFFICERS. The other officers of the corporation shall have such
powers and duties as generally pertain to their respective offices, as well as
such powers and duties as from time to time may be conferred by the Chairman,
the Chief Executive Officer, the President or the Board of Directors.

ARTICLE IV
VOTING OF STOCKS IN OTHER COMPANIES

Unless otherwise ordered by the Board of Directors, the Chairman, the Chief
Executive Officer, a Vice Chairman, the President, a Vice President, the
Secretary or the Treasurer shall have full power and authority on behalf of the
corporation to attend and to act and vote at any meetings of stockholders of any
corporation in which the corporation may hold stock and at any such meeting
shall possess and exercise any and all of the rights and powers incident to the
ownership of such stock which as the owner thereof the corporation might have
possessed and exercised if present or the Chairman, the Vice Chairman, the
President, or a Vice President may in his discretion give a proxy or proxies in
the name of the corporation to any other person or persons, who may vote said
stock and exercise any and all other rights in regard to it here accorded to the
officers. The Board of Directors by resolution from time to time may limit or
curtail such power.

ARTICLE V

CORPORATE SEAL
AND
CORPORATE BOOKS

The corporate seal shall be in such form as the Board of Directors shall
prescribe.

The books of the corporation may be kept within or without the State of
Delaware, at such place or places as the Board of Directors may, from time to
time, determine.

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<PAGE>
ARTICLE VI
FISCAL YEAR

The fiscal year of the corporation shall be fixed, and shall be subject to
change, by the Board of Directors.

ARTICLE VII
CONTROL OVER BY-LAWS

The power to amend, alter, and repeal these by-laws and to adopt new by-laws
shall be vested in both the Board of Directors and the stockholders entitled to
vote in the election of directors.

ARTICLE VIII
INDEMNIFICATION

A. The corporation shall indemnify each person who was or is made a party or
is threatened to be made a party to or is involved in any threatened, pending or
completed action, suit or proceeding, whether civil, criminal, administrative or
investigative (hereinafter a 'proceeding'), by reason of the fact that he or
she, or a person of who he or she is the legal representative, is or was a
director or officer of the corporation or is or was serving at the request of
the corporation as a director, officer, employee or agent of another corporation
or of a partnership, joint venture, trust or other enterprise, including service
with respect to employee benefit plans, whether the basis of such proceeding is
alleged action in official capacity as a director, officer, employee or gent or
alleged action in any other capacity while serving as a director, officer,
employee or agent, to the maximum extent authorized by the Delaware General
Corporation Law, as the same exists or may hereafter be amended (but, in the
case of any such amendment, only to the extent that such amendment permits the
corporation to provide broader indemnification rights than said law permitted
the corporation to provide prior to such amendment), against all expense,
liability and loss (including attorney's fees, judgments, fines, ERISA excise
taxes or penalties and amounts paid or to be paid in settlement) reasonably
incurred by such person in connection with such proceeding such indemnification
shall continue as to a person who has ceased to be a director, officer, employee
or agent and shall inure to the benefit of his or her heirs, executors and
administrators. The right to indemnification conferred in this Article shall be
a contract right and shall include the right to be paid by the corporation the
expenses incurred in defending any such proceeding in advance of its final
disposition; provided that, if the Delaware General Corporation Law so requires,
the payment of such expenses incurred by a director or officer in advance of the
final disposition of a proceeding shall be made only upon receipt by the
corporation of an undertaking by or on behalf of such person to repay all
amounts so advanced if it shall ultimately be determined that such person is not
entitled to be indemnified by the corporation as authorized in this Article or
otherwise.

B. The right to indemnification and advancement of expenses conferred on any
person by this Article shall not limit the corporation form providing any other
indemnification permitted by law nor shall it be deemed exclusive of any other
right which any such person may have or hereafter acquire under any statute,
provision of the certificate of incorporation, by-law, agreement, vote of
stockholders or disinterested directors or otherwise.

C. The Corporation may purchase and maintain insurance, at its expense, to
protect itself and any director, officer, employee or agent of the corporation
or another corporation, partnership, joint venture, or other enterprise against
any expense, liability or loss, whether or not the corporation would have the
power to indemnify such person against such expense, liability or loss under the
Delaware General Corporation Law.

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<PAGE>
CSC PARENT CORPORTION
BY-LAWS
TABLE OF CONTENTS

<TABLE>
<S> <C>
ARTICLE I

STOCKHOLDERS........................................................................... 1

1. CERTIFICATES REPRESENTING STOCK................................................... 1
2. FRACTIONAL SHARE INTERESTS........................................................ 1
3. STOCK TRANSFERS................................................................... 2
4. RECORD DATE FOR STOCKHOLDERS...................................................... 2
5. MEANING OF CERTAIN TERMS.......................................................... 2
6. STOCKHOLDER MEETINGS.............................................................. 2
TIME............................................................................... 2
PLACE.............................................................................. 2
CALL............................................................................... 3
NOTICE OR WAIVER OF NOTICE......................................................... 3
STOCKHOLDER LIST................................................................... 3
CONDUCT OF MEETING................................................................. 3
PROXY REPRESENTATION............................................................... 4
INSPECTORS AND JUDGES.............................................................. 4
QUORUM............................................................................. 4
VOTING............................................................................. 4
ADVANCE NOTICE OF STOCKHOLDER PROPOSALS............................................ 5
7. STOCKHOLDER ACTION WITHOUT MEETINGS............................................... 5

ARTICLE II

DIRECTORS.............................................................................. 5

1. FUNCTIONS AND DEFINITIONS......................................................... 5
2. QUALIFICATIONS AND NUMBER......................................................... 6
3. ELECTION AND TERM................................................................. 6
4. MEETING........................................................................... 6
TIME............................................................................... 6
FIRST MEETING...................................................................... 6
PLACE.............................................................................. 6
CALL............................................................................... 6
NOTICE OR ACTUAL OR CONSTRUCTIVE WAIVER............................................ 6
QUORUM AND ACTION.................................................................. 6
CHAIRMAN OF THE MEETING............................................................ 7
5. REMOVAL OF DIRECTORS.............................................................. 7
6. ACTION IN WRITING................................................................. 7
7. EXECUTIVE COMMITTEE............................................................... 7
POWERS............................................................................. 7
CHAIRMAN AND SECRETARY............................................................. 8
MINUTES............................................................................ 8
MEETINGS........................................................................... 8
8. OTHER COMMITTEES.................................................................. 8
9. APPROVAL OF TRANSACTION WITH DOLAN AFFILIATES..................................... 8

ARTICLE III

OFFICERS............................................................................... 9

1. EXECUTIVE OFFICERS................................................................ 9
2. TERM OF OFFICE; REMOVAL........................................................... 9
</TABLE>

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<PAGE>
<TABLE>
<S> <C>
3. AUTHORITY AND DUTIES.............................................................. 9
4. THE CHAIRMAN...................................................................... 9
5. OTHER OFFICERS.................................................................... 9

ARTICLE IV

VOTING OF STOCKS IN OTHER COMPANIES.................................................... 9

ARTICLE V

CORPORATE SEAL AND CORPORATE BOOKS..................................................... 9

ARTICLE VI

FISCAL YEAR............................................................................ 10

ARTICLE VII

CONTROL OVER BY-LAWS................................................................... 10

ARTICLE VIII

INDEMNIFICATION........................................................................ 10
</TABLE>

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<PAGE>
APPENDIX I

SECTION 262 OF THE DELAWARE GENERAL CORPORATION LAW

The following is a reproduction of Section 262 of the General Corporation
Law, as amended, of the State of Delaware:

262 APPRAISAL RIGHTS.--(a) Any stockholder of a corporation of this State
who holds shares of stock on the date of the making of a demand pursuant to
subsection (d) of this section with respect to such shares, who continuously
holds such shares through the effective date of the merger or consolidation, who
has otherwise complied with subsection (d) of this section and who has neither
voted in favor of the merger or consolidation not consented thereto in writing
pursuant to Section228 of this title shall be entitled to an appraisal by the
Court of Chancery of the fair value of the stockholder's shares of stock under
the circumstances described in subsections (b) and (c) of this section. As used
in this section, the word "stockholder" means a holder of record of stock in a
stock corporation and also a member of record of a nonstock corporation; the
words "stock" and "share" mean and include what is ordinarily meant by those
words and also membership or membership interest of a member of a nonstock
corporation; and the words "depository receipt" mean a receipt or other
instrument issued by a depository representing an interest in one or more
shares, or fractions thereof, solely of stock of a corporation, which stock is
deposited with the depository.

(b) Appraisal rights shall be available for the shares of any class or
series of stock of a constituent corporation in a merger or consolidation to be
effected pursuant to Section251 (other than a merger effected pursuant to
Section251(g) of this title), Section252, Section254, Section257, Section258,
Section263 or Section264 of this title:

(1) Provided, however, that no appraisal rights under this section shall be
available for the shares of any class or series of stock, which stock, or
depository receipts in respect thereof, at the record date fixed to determine
the stockholders entitled to receive notice of and to vote at the meeting of
stockholders to act upon the agreement of merger or consolidation, were either
(i) listed on a national securities exchange or designated as a national market
system security on an interdealer quotation system by the National Association
Securities Dealers, Inc. or (ii) held of record by more than 2,000 holders; and
further provided that no appraisal rights shall be available for any shares of
stock of the constituent corporation surviving a merger if the merger did not
require for its approval the vote of the stockholders of the surviving
corporation as provided in subsection (f) of Section251 of this title.

(2) Notwithstanding paragraph (l) of this subsection, appraisal rights under
this section shall be available for the shares of any class or series of stock
of a constituent corporation if the holders thereof are required by the terms of
an agreement of merger or consolidation pursuant to SectionSection251, 252, 254,
257, 258, 263 and 264 of this title to accept for such stock anything except:

a. Shares of stock of the corporation surviving or resulting from such
merger or consolidation, or depository receipts in respect thereof;

b. Shares of stock of any other corporation, or depository receipts in
respect thereof, which shares of stock (OR DEPOSITORY IN RESPECT THEREOF) or
depository receipts at the effective date of the merger or consolidation
will be either listed on a national securities exchange or designated as a
national market system security on an interdealer quotation system by the
National Association of Securities Dealers, Inc. or held of record by more
than 2,000 holders;

c. Cash in lieu of fractional shares or fractional depository receipts
described in the foregoing subparagraphs a. and b. of this paragraph; or

d. Any combination of the shares of stock, depository receipts and cash
in lieu of fractional shares or fractional depository receipts described in
the foregoing subparagraphs a., b. and c. of this paragraph.

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(3) In the event all of the stock of a subsidiary Delaware corporation party
to a merger effected under Section253 of this title is not owned by the parent
corporation immediately prior to the merger, appraisal rights shall be available
for the shares of the subsidiary Delaware corporation.

(c) Any corporation may provide in its certificate of incorporation that
appraisal rights under this section shall be available for the shares of any
class or series of its stock as a result of an amendment to its certificate of
incorporation, any merger or consolidation in which the corporation is a
constituent corporation or the sale of all or substantially all of the assets of
the corporation. If the certificate of incorporation contains such a provision,
the procedures of this section, including those set forth in subsections (d) and
(e) of this section, shall apply as nearly as is practicable.

(d) Appraisal rights shall be perfected as follows:

(1) If a proposed merger or consolidation for which appraisal rights are
provided under this section is to be submitted for approval at a meeting of
stockholders, the corporation, not less than 20 days prior to the meeting, shall
notify each of its stockholders who was such on the record date for such meeting
with respect to shares for which appraisal rights are available pursuant to
subsections (b) or (c) hereof that appraisal rights are available for any or all
of the shares of the constituent corporations, and shall include in such notice
a copy of this section. Each stockholder electing to demand the appraisal of his
shares shall deliver to the corporation, before the taking of the vote on the
merger or consolidation, a written demand for appraisal of his shares. Such
demand will be sufficient if it reasonably informs the corporation of the
identity of the stockholder and that the stockholder intends thereby to demand
the appraisal of his shares. A proxy or vote against the merger or consolidation
shall not constitute such a demand. A stockholder electing to take such action
must do so by a separate written demand as herein provided. Within 10 days after
the effective date of such merger or consolidation, the surviving or resulting
corporation shall notify each stockholder of each constituent corporation who
has complied with this subsection and has not voted in favor of or consented to
the merger or consolidation of the date that the merger or consolidation has
become effective; or

(2) If the merger or consolidation was approved pursuant to Section228 or
Section253 of this title, each constituent corporation, either before the
effective date of the merger or consolidation or within ten days thereafter
shall notify each of the holders of any class or series of stock of such
constituent corporation who are entitled to appraisal rights of the approval of
the merger or consolidation and that appraisal rights are available for any or
all shares of such class or series of stock of such constituent corporation, and
shall include in such notice a copy of this section; provided that, if the
notice is given on or after the effective date of the merger or consolidation,
such notice shall be given by the surviving or resulting corporation to all such
holders of any class or series of stock of a constituent corporation that are
entitled to appraisal rights. Such notice may, and, if given on or after the
effective date of the merger or consolidation, shall, also notify such
stockholders of the effective date of the merger or consolidation. Any
stockholder entitled to appraisal rights may, within 20 days after the date of
mailing of such notice, demand in writing from the surviving or resulting
corporation the appraisal of such holder's shares. Such demand will be
sufficient if it reasonably informs the corporation of the identity of the
stockholder and that the stockholder intends thereby to demand the appraisal of
such holder's shares. If such notice did not notify stockholders of the
effective date of the merger or consolidation, either (i) each such constituent
corporation shall send a second notice before the effective date of the merger
or consolidation notifying each of the holders of any class or series of stock
of such constituent corporation that are entitled to appraisal rights of the
effective date of the merger or consolidation or (ii) the surviving or resulting
corporation shall send such a second notice to all such holders on or within 10
days after such effective date; provided , however, that if such second notice
is sent more than 20 days following the sending of the first notice, such second
notice need only be sent to each stockholder who is entitled to appraisal rights
and who has demanded appraisal of such holder's shares in accordance with this
subsection. An affidavit of the secretary or assistant secretary or of the
transfer agent of the corporation that is required to give either notice that
such notice has been given shall, in the absence of fraud, be prima facie
evidence of the facts stated therein. For purposes of

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<PAGE>
determining the stockholders entitled to receive either notice, each constituent
corporation may fix, in advance, a record date that shall be not more than 10
days prior to the date the notice is given, provided, that if the notice is
given on or after the effective date of the merger or consolidation, the record
date shall be such effective date. If no record date is fixed and the notice is
given prior to the effective date, the record date shall be the close of
business on the day next preceding the day on which the notice is given.

(e) Within 120 days after the effective date of the merger or consolidation,
the surviving or resulting corporation or any stockholder who has complied with
subsections (a) and (d) hereof and who is otherwise entitled to appraisal
rights, may file a petition in the Court of Chancery demanding a determination
of the value of the stock of all such stockholders. Notwithstanding the
foregoing, at any time within 60 days after the effective date of the merger or
consolidation, any stockholder shall have the right to withdraw his demand for
appraisal and to accept the terms offered upon the merger or consolidation.
Within 120 days after the effective date of the merger or consolidation, any
stockholder who has complied with the requirements of subsections (a) and (d)
hereof, upon written request, shall be entitled to receive from the corporation
surviving the merger or resulting from the consolidation a statement setting
forth the aggregate number of shares not voted in favor of the merger or
consolidation and with respect to which demands for appraisal have been received
and the aggregate number of holders of such shares. Such written statement shall
be mailed to the stockholder within 10 days after his written request for such a
statement is received by the surviving or resulting corporation or within 10
days after expiration of the period for delivery of demands for appraisal under
subsection (d) hereof, whichever is later.

(f) Upon the filing of any such petition by a stockholder, service of a copy
thereof shall be made upon the surviving or resulting corporation, which shall
within 20 days after such service file in the office of the Register in Chancery
in which the petition was filed a duly verified list containing the names and
addresses of all stockholders who have demanded payment for their shares and
with whom agreements as to the value of their shares have not been reached by
the surviving or resulting corporation. If the petition shall be filed by the
surviving or resulting corporation, the petition shall be accompanied by such a
duly verified list. The Register in Chancery, if so ordered by the Court, shall
give notice of the time and place fixed for the hearing of such petition by
registered or certified mail to the surviving or resulting corporation and to
the stockholders shown on the list at addresses therein stated. Such notice
shall also be given by 1 or more publications at least 1 week before the day of
the hearing, in a newspaper of general circulation published in the City of
Wilmington, Delaware or such publication as the Court deems advisable. The forms
of the notices by mail and by publication shall be approved by the Court, and
the costs thereof shall be borne by the surviving or resulting corporation.

(g) At the hearing on such petition, the Court shall determine the
stockholders who have complied with this section and who have become entitled to
appraisal rights. The Court may require the stockholders who have demanded an
appraisal for their shares and who hold stock represented by certificates to
submit their certificates of stock to the Register in Chancery for notation
thereon of the pendency of the appraisal proceedings; and if any Stockholder
fails to comply with such direction, the Court may dismiss the proceedings as to
such stockholder.

(h) After determining the stockholders entitled to an appraisal, the Court
shall appraise the shares, determining their fair value exclusive of any element
of value arising from the accomplishment or expectation of the merger or
consolidation, together with a fair rate of interest, if any, to be paid upon
the amount determined to be the fair value. In determining such fair value, the
Court shall take into account all relevant factors. In determining the fair rate
of interest, the Court may consider all relevant factors, including the rate of
interest which the surviving or resulting corporation would have had to pay to
borrow money during the pendency of the proceeding. Upon application by the
surviving or resulting corporation or by any stockholder entitled to participate
in the appraisal proceeding, the Court may, in its discretion, permit discovery
or other pretrial proceedings and may proceed to trial upon the appraisal prior
to the final determination of the stockholder entitled to an appraisal. Any
stockholder whose name appears on the list filed by the surviving or resulting
corporation pursuant to subsection (f) of this section and who has

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<PAGE>
submitted his certificates of stock to the Register in Chancery, if such is
required, may participate fully in all proceedings until it is finally
determined that he is not entitled to appraisal rights under this section.

(i) The Court shall direct the payment of the fair value of the shares,
together with interest, if any, by the surviving or resulting corporation to the
stockholders entitled thereto. Interest may be simple or compound, as the Court
may direct. Payment shall be so made to each such stockholder, in the case of
holders of uncertificated stock forthwith, and the case of holders of shares
represented by certificates upon the surrender to the corporation of the
certificates representing such stock. The Court's decree may be enforced as
other decrees in the Court of Chancery may be enforced, whether such surviving
or resulting corporation be a corporation of this State or of any state.

(j) The costs of the proceeding may be determined by the Court and taxed
upon the parties as the Court deems equitable in the circumstances. Upon
application of a stockholder, the Court may order all or a portion of the
expenses incurred by any stockholder in connection with the appraisal
proceeding, including, without limitation, reasonable attorney's fees and the
fees and expenses of experts, to be charged pro rata against the value of all
the shares entitled to an appraisal.

(k) From and after the effective date of the merger or consolidation, no
stockholder who has demanded his appraisal rights as provided in subsection (d)
of this section shall be entitled to vote such stock for any purpose or to
receive payment of dividends or other distributions on the stock (except
dividends or other distributions payable to stockholders of record at a date
which is prior to the effective date of the merger or consolidation); provided,
however, that if no petition for an appraisal shall be filed within the time
provided in subsection (e) of this section, or if such stockholder shall deliver
to the surviving or resulting corporation a written withdrawal of his demand for
an appraisal and an acceptance of the merger or consolidation, either within 60
days after the effective date of the merger or consolidation as provided in
subsection (e) of this section or thereafter with the written approval of the
corporation, then the right of such stockholder to an appraisal shall cease.
Notwithstanding the foregoing, no appraisal proceeding in the Court of Chancery
shall be dismissed as to any stockholder without the approval of the Court, and
such approval may be conditioned upon such terms as the Court deems just.

(l) The shares of the surviving or resulting corporation to which the shares
of such objecting stockholder would have been converted had they assented to the
merger or consolidation shall have the status of authorized and unissued shares
of the surviving or resulting corporation. (Last amended by Ch. 120, L. "97,
eff. 7-1-97.)

Ch. 120, L. "97, eff. 7-1-97, added matter in italic.

ED. NOTE: This section is effective only with respect to mergers or
consolidation consummated pursuant to an agreement of merger or consolidation
entered into after July 1, 1987.

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CABLEVISION SYSTEMS CORPORATION
COMMON STOCK
SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
FOR THE SPECIAL MEETING OF STOCKHOLDERS - FEBRUARY 16, 1998

The undersigned hereby appoints William J. Bell, Robert S. Lemle,
James L. Dolan, Marc A. Lustgarten and Andrew B. Rosengard, and
each of them, proxies, with full power of substitution, to vote, as indicated
on the reverse side of all the shares of Common Stock of Cablevision Systems
Corporation, held of record by the undersigned on January 6, 1998, at
the Special Meeting of Shareholders to be held at Cablevision Systems
Corporation headquarters, One Media Crossways, Woodbury, New York 11797, on
February 16, 1998, at 10:00 a.m., Eastern Standard Time, or any adjournment or
postponement thereof.

[CONTINUED, AND TO BE MARKED, DATED AND SIGNED, ON THE OTHER SIDE.]

<PAGE>

This proxy when properly executed will be voted in the manner directed herein
by the shareholder.

IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED FOR ITEM 1, ITEM 2 AND
ITEM 3.

The Board of Directors Recommends a Vote FOR Item 1, Item 2 and Item 3.

<TABLE>

<C> <C> <C> <C>
Item 1. Approval and adoption of the Amended and Restated FOR AGAINST ABSTAIN
Contribution and Merger Agreement (the "Contribution / / / / / /
and Merger Agreement") dated as of June 6, 1997 by
and among Cablevision Systems Corporation
("Cablevision"), TCI Communications, Inc., CSC Parent
Corporation ("Parent") and CSC Merger Sub and the
transactions contemplated thereby, as fully described
in the Proxy Statement/Prospectus relating thereto.
A vote FOR this Item 1 proposal will be deemed to be
a vote FOR the approval of the issuance of 12,235,543
shares of Parent Class A Common Stock in the Issuance
(as described and defined in the Proxy
Statement/Prospectus relating thereto) and also a
vote FOR the approval of the proposals described in
the following Items 2 and 3 with respect to the stock
options, conjunctive rights, bonus award shares and
incentive awards of Cablevision to be assumed by
Parent in the transactions contemplated by, and
pursuant to, the Contribution and Merger Agreement
(as fully described in the Proxy Statement/Prospectus
relating thereto).

Item 2. Approval and adoption of the Parent Employee Stock FOR AGAINST ABSTAIN
Plan, as fully described in the Proxy / / / / / /
Statement/Prospectus relating thereto.

Item 3. Approval and adoption of the Parent Long-Term FOR AGAINST ABSTAIN
Incentive Plan, as fully described in the Proxy / / / / / /
Statement/Prospectus relating thereto.
</TABLE>

In their discretion, the Proxies are authorized to vote upon
such matters that are properly presented for action at the Special
Meeting

PLEASE MARK, SIGN, DATE AND RETURN THE PROXY CARD
PROMPTLY, USING THE ENCLOSED ENVELOPE

Sign exactly as name appears below. When shares are held by joint tenants,
both should sign. When signing as attorney, executor, administrator,
trustee, or guardian, give full title as such. If a corporation, sign in
full corporate name by president or other authorized officer. If a
partnership, sign in partnership name by authorized person.

Receipt of the Notice of Special Meeting of Shareholders and the related
Joint Proxy Statement/Prospectus is acknowledged.

(Signature) ______________________________

(Signature if held jointly) ______________________________

(Title or Authority) ___________________________

Dated: __________, 1998

<PAGE>
PART II

INFORMATION NOT REQUIRED IN THE PROSPECTUS

ITEM 20. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

Section 145 of the Delaware General Corporation Law provides that a
corporation may indemnify directors and officers as well as other employees and
individuals against expenses (including attorneys' fees), judgments, fines and
amounts paid in settlement in connection with specified actions, suits or
proceedings, whether civil, criminal, administrative or investigative (other
than an action by or in the right of the corporation--a "derivative action"), if
they acted in good faith and in a manner they reasonably believed to be in or
not opposed to the best interests of the corporation, and, with respect to any
criminal action or proceeding, had no reasonable cause to believe their conduct
was unlawful. A similar standard is applicable in the case of derivative
actions, except that indemnification only extends to expenses (including
attorneys' fees) incurred in connection with defense or settlement of such
action, and the statute requires court approval before there can be any
indemnification where the person seeking indemnification has been found liable
to the corporation. The statute provides that it is not exclusive of other
rights to which those seeking indemnification may be entitled under any By-law,
agreement, vote of stockholders or disinterested directors or otherwise.

Article Ninth of Parent's Certificate of Incorporation provides:

The corporation shall, to the fullest extent permitted by Section 145 of
the General Corporation Law of the State of Delaware, as the same may be
amended and supplemented, or by any successor thereto, indemnify any and all
persons whom it shall have power to indemnify under said section from and
against any and all of the expenses, liabilities or other matters referred
to in or covered by said section. Such right to indemnification shall
continue as to a person who has ceased to be a director, officer, employee
or agent and shall inure to the benefit of the heirs, executors and
administrators of such a person. The indemnification provided for herein
shall not be deemed exclusive of any other rights to which those seeking
indemnification may be entitled under any By-Law, agreement, vote of
stockholders or disinterested directors or otherwise.

No director of this corporation shall be personally liable to the
corporation or its stockholders for monetary damages for breach of fiduciary
duty as a director, except that this paragraph shall not eliminate or limit
the liability of a director (i) for any breach of the director's duty of
loyalty to this corporation or its stockholders, (ii) for acts or omissions
not in good faith or which involve intentional misconduct or a knowing
violation of law, (iii) under Section 174 of the Delaware General
Corporation Law or (iv) for any transaction from which the director derived
an improper personal benefit.

Article VIII of the By-Laws of Parent provides:

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judgments, fines, ERISA excise taxes or penalties and amounts paid or to be
paid in settlement) reasonably incurred by such person in connection with
such proceeding. Such indemnification shall continue as to a person who has
ceased to be a director, officer, employee or agent and shall inure to the
benefit of his or her heirs, executors and administrators. The right to
indemnification conferred in this Article shall be a contract right and
shall include the right to be paid by the corporation the expenses incurred
in defending any such proceeding in advance of its final disposition;
PROVIDED that, if the Delaware General Corporation Law so requires, the
payment of such expenses incurred by a director or officer in advance of the
final disposition of a proceeding shall be made only upon receipt by the
corporation of an undertaking by or on behalf of such person to repay all
amounts so advanced if it shall ultimately be determined that such person is
not entitled to be indemnified by the corporation as authorized in this
Article or otherwise.

B. The right to indemnification and advancement of expenses conferred on
any person by this Article shall not limit the corporation from providing
any other indemnification permitted by law nor shall it be deemed exclusive
of any other right which any such person may have or hereafter acquire under
any statute, provision of the Certificate of Incorporation, By-law,
agreement, vote of stockholders or disinterested directors or otherwise.

C. The corporation may purchase and maintain insurance, at its expense,
to protect itself and any director, officer, employee or agent of the
corporation or another corporation, partnership, joint venture, or other
enterprise against any expense, liability or loss, whether or not the
corporation would have the power to indemnify such person against such
expense, liability or loss under the Delaware General Corporation Law.

In the Merger, Parent will assume Cablevision's indemnification agreements
with certain of its officers and directors indemnifying such officers and
directors from and against certain expenses, liabilities or other matters
referred to in or covered by Section 145 of the DGCL. Pursuant to Section 6.13
of the Contribution and Merger Agreement, Parent has agreed to indemnify the
directors and officers of Cablevision and its subsidiaries from all expenses,
liabilities or other losses to the fullest extent permitted under applicable
law. In connection with the Merger, Parent will assume Cablevision's agreement
with Dolan pursuant to which he has agreed to guarantee Cablevision's obligation
to indemnify its directors and officers to the fullest extent permitted under
Delaware law. In addition, subject to certain limitations, Dolan has agreed to
indemnify such officers and directors against any loss or expense such person
may incur in connection with any transaction involving Dolan or entities
affiliated with Dolan to the extent indemnification is not provided by Parent.
Any payment required to be made by Dolan pursuant to such agreement will be
reduced by any proceeds of insurance or reimbursement under any other form of
indemnification reimbursement available to such officer or director. After the
Merger, Parent will maintains directors' and officers' liability insurance.

Section 102(b)(7) of the Delaware General Corporation Law permits a
corporation to provide in its certificate of incorporation that a director of
the corporation shall not be personally liable to the corporation or its
stockholders for monetary damages for breach of fiduciary duty as a director,
except for liability (i) for any breach of the director's duty of loyalty to the
corporation or its stockholders, (ii) for acts or omissions not in good faith or
which involve intentional misconduct or a knowing violation of law, (iii) for
payments of unlawful dividends or unlawful stock repurchases or redemptions, or
(iv) for any transaction from which the director derived an improper personal
benefit. The second paragraph of Article Ninth of Parent's Certificate of
Incorporation provides for such limitation of liability.

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ITEM 21. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.

(A) EXHIBITS

<TABLE>
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2.1 Amended and Restated Contribution and Merger Agreement, dated as of June 6, 1997,
among TCI Communications, Inc., Cablevision, the Registrant and CSC Merger
Corporation (included as Appendix A to the Proxy Statement/Prospectus of Cablevision
and Parent that forms a part of this Registration Statement (the "Proxy
Statement/Prospectus") and incorporated herein by reference thereto).

3.1 Amended and Restated Certificate of Incorporation of the Registrant (included as
Appendix G to the Proxy Statement/Prospectus and incorporated herein by reference
thereto).

3.2 Bylaws of the Registrant (included as Appendix H to the Proxy Statement/Prospectus
and incorporated herein by reference thereto).

4.1. Amended and Restated Certificate of Incorporation of the Registrant (included in
Exhibit 3.1).

4.2 Certificate of Designations for the Cablevision Series L Redeemable Exchangeable
Preferred Stock (incorporated herein by reference to Exhibit 3.1G of Cablevision's
Annual Report on Form 10-K for the year ended December 31, 1995).

4.3 Certificate of Designations for the Cablevision Series M Redeemable Exchangeable
Preferred Stock (incorporated by reference to Exhibit 4.1(f) to Cablevision's
Registration Statement on Form S-4, Registration No. 333-00527).

4.4 Indenture dated as of December 1, 1997 relating to Cablevision's $500,000,000 7 7/8%
Senior Notes due 2007.

4.5 Indenture dated as of February 15, 1993 relating to Cablevision's $200,000,000
9 7/8% Senior Subordinated Debentures due February 15, 2013 (incorporated herein by
reference to Exhibit 4.3 to the 1992 10-K).

4.6 Indenture dated as of April 1, 1993 relating to Cablevision's $150,000,000 9 7/8%
Senior Subordinated Debentures due 2023 (incorporated by reference to Cablevision
Registration Statement on Form S-4, Registration No. 33-61814).

4.7 Supplemental Indenture dated as of November 1, 1995 between Cablevision and the Bank
of New York, Trustee to the Indenture dated November 1, 1995 (incorporated by
reference to Exhibit 99.6 to Cablevision's Current Report on Form 8-K (File No.
1-9046), filed November 1, 1995).

4.8 Indenture dated August 15, 1997 relating to Cablevision's $400,000,000 8 1/8% Senior
Debentures due 2009 (incorporated herein by reference to Cablevision's Registration
Statement on Form S-4, Registration No. 333-38013).

4.9 Indenture dated as of November 1, 1995 relating to Cablevision's $150,000,000 9 7/8%
Senior Subordinated Notes due 2006, $300,000,000 9 1/4% Senior Subordinated Notes
due 2005 and $250,000,000 10 1/2% Senior Subordinated Debentures due 2016.

4.10 Certificate of Designations for the Cablevision Series E Redeemable Exchangeable
Convertible Preferred Stock (incorporated herein by reference to Cablevision's
Annual Report on Form 10-K/ A for the year ended December 31, 1993, filed on April
13, 1994).

4.11 Certificate of Designations for the Cablevision Series F Redeemable Preferred Stock
(incorporated herein by reference to Cablevision's Annual Report on Form 10-K/A for
the year ended December 31, 1993, filed on April 13, 1994).
</TABLE>

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4.12 Certificate of Designations for the Cablevision Series G Redeemable Exchangeable
Preferred Stock (incorporated herein by reference to Exhibit 3.1D to Cablevision's
Registration Statement on Form S-4, Registration No. 33-62717).

4.13 Certificate of Designations for the Cablevision Series H Redeemable Exchangeable
Preferred Stock (incorporated by reference to Exhibit 4.1E to Cablevision's
Registration Statement on Form S-4, Registraion No. 33-63691).

4.14 Certificate of Designations for the Cablevision Series I Cumulative Convertible
Exchangeable Preferred Stock (incorporated by reference to Exhibit 99.3 to
Cablevision's Current Report on Form 8-K (File No. 1-9046) dated November 7, 1995).

5.1 Opinion of Robert S. Lemle, Executive Vice President, General Counsel and Secretary
of Cablevision.

8.1 Opinion of Sullivan & Cromwell, tax counsel to the Registrant of Cablevision.

8.2 Opinion of Sherman & Howard LLC, tax counsel to TCI.

10.1 Registration Rights Agreement between CSC Systems Company and Cablevision
(incorporated herein by reference to Exhibit 10.1 of the Cablevision Registration
Statement on Form S-1, Registration No. 033-01936 (the "Cablevision Form S-1")).

10.2 Registration Rights Agreement between CSC Holdings Company and Cablevision Systems
Corporation (incorporated herein by reference to Exhibit 10.2 to the Cablevision
Form S-1).

10.3 Form of Right of First Refusal Agreement between Dolan and Cablevision Systems
Corporation (incorporated herein by reference to Exhibit 10.4 to the Cablevision
Form S-1).

10.4 Supplemental Benefit Plan of Cablevision (incorporated herein by reference to
Exhibit 10.7 to the Cablevision Form S-1).

10.5 Cablevision Money Purchase Pension Plan, and Trust Agreement dated as of December 1,
1983 between Cablevision Systems Development Company and Dolan and Tatta, as
Trustees (incorporated herein by reference to Exhibit 10.8 to the Cablevision Form
S-1).

10.6 Amendment to the Cablevision Money Purchase Pension Plan adopted November 6, 1992
(incorporated herein by reference to Exhibit 10.6A to the 1992 10-K).

10.7 Employment Agreement between Dolan and Cablevision dated January 27, 1986
(incorporated herein by reference to Exhibit 10.9 to the Cablevision Form S-1).

10.8 Amended and Restated Agreement dated as of June 1, 1983 between SportsChannel
Associates and Cablevision Systems Holdings Company (incorporated herein by
reference to Exhibit 10.11 to the Cablevision Form S-1).

10.9 Lease Agreement dated as of October 9, 1978 between Cablevision Systems Development
Company and Industrial and Research Associates Co. and amendment dated June 21, 1985
between Industrial and Research Associates Co. and Cablevision Company (incorporated
herein by reference to Exhibit 10.18 to the Cablevision Form S-1).

10.10 Lease Agreement dated May 1, 1982 between Industrial and Research Associates Co. and
Cablevision Systems Development Company (incorporated herein by reference to Exhibit
10.19 to the Cablevision Form S-1).

10.11 Agreement of Sublease dated as of July 9, 1982 between Cablevision Systems
Development Company and Ontel Corporation (incorporated herein by reference to
Exhibit 10.20 to the Cablevision Form S-1).
</TABLE>

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10.12 Agreement of Sublease dated as of June 21, 1985 between Grumman Data Systems
Corporation and Cablevision Company (incorporated herein by reference to Exhibit
10.21 to the Cablevision Form S-1).

10.13 Agreement dated as of June 21, 1985 between Industrial and Research Associates Co.,
Grumman Data Systems Corporation and Cablevision Company (incorporated herein by
reference to Exhibit 10-22 to the Cablevision Form S-1).

10.14 Lease Agreement dated as of June 21, 1985 between Industrial and Research Associates
Co. and Cablevision Company (incorporated herein by reference to Exhibit 10-23 to
the Cablevision Form S-1).

10.15 Lease Agreement dated as of February 1, 1985 between Cablevision Company and County
of Nassau (incorporated herein by reference to Exhibit 10.24 to the Cablevision Form
S-1).

10.16 Lease Agreement dated as of January 1, 1981 between Cablevision Systems Development
Company and Precision Dynamics Corporation and amendment dated January 15, 1985
between Cablevision Company and Nineteen New York Properties Limited Partnership
(incorporated herein by reference to Exhibit 10.25 to the Cablevision Form S-1).

10.17 Option Certificate for 840,000 Shares Issued Pursuant to the 1986 Nonqualified Stock
Option Plan of Cablevision (incorporated herein by reference to Exhibit 10.29 to the
Cablevision Form S-1).

10.18 Purchase and Reorganization Agreement dated as of December 20, 1991 between
Cablevision and Dolan (incorporated herein by reference to Exhibit 2(c) to
Cablevision Current Report on Form 8-K (File No. 1-9046) dated January 1, 1992).

10.19 Amendment No. I dated as of March 28, 1992 to Purchase and Reorganization Agreement
dated as of December 20, 1991 between Cablevision and Dolan (incorporated herein by
reference to Exhibit 2(g) to Cablevision's Current Report on Form 8-K (File No.
1-9046) dated March [31], 1992).

10.20 Cablevision Amended and Restated Employee Stock Plan (incorporated herein by
reference to Exhibit 10.46 to the 1992 10-K).

10.21 Cablevision 401(K) Savings Plan (incorporated herein by reference to Exhibit 10.47
to the 1992 10-K).

10.22 Master Agreement, dated as of October 26, 1993, between CSC MFR, Inc., Monmouth
Cablevision Associates, Framingham Cablevision Associates and Riverview Cablevision
Associates, L.P. (incorporated herein by reference to Exhibit 10.51 to Cablevison's
Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 1993 (the
"September 1993 10-Q")).

10.23 Asset Purchase Agreement, dated as of October 26, 1993, between Monmouth Cablevision
Associates and Cablevision MFR, Inc. (incorporated herein by reference to Exhibit
10.52 to the September 1993 10-Q).

10.24 Asset Purchase Agreement, dated as of October 26, 1993, between Framingham
Cablevision Associates, Limited Partnership and Cablevision MFR, Inc. (incorporated
herein by reference to Exhibit 10.53 to the September 1993 10-Q).

10.25 Asset Purchase Agreement, dated as of October 26, 1993 between Riverview Cablevision
Associates, L.P. and Cablevision MFR, Inc. (incorporated herein by reference to
Exhibit 10.54 to the September 1993 10-Q).
</TABLE>

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<TABLE>
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10.26 Loan Agreement, dated as of June 30, 1994 among Rainbow Programming Holdings, Inc.,
the Guarantors as defined therein, Toronto-Dominion Bank, the other banks party
thereto and Toronto-Dominion (Texas), Inc., as Agent (incorporated herein by
reference to Exhibit 10.58 to Cablevison's Quarterly Report on Form 10-Q for the
fiscal quarter ended June 30, 1994 (the "June 1994 10-Q")).

10.27 Acquisition Agreement and Plan of Merger and Reorganization, dated as of June 14,
1994, among Cablevision of Boston Limited Partnership, Cablevision of Boston, Inc.,
Charles F. Dolan, Cablevision Systems Boston Corporation, Cablevision, COB, Inc.,
Cablevision Systems Services Corporation and Cablevision Finance Limited Partnership
(incorporated herein by reference to Exhibit 10.59 to the June 1994 10-Q).

10.28 Credit Agreement, dated as of June 15, 1994, among Cablevision of Framingham, Inc.,
the several lenders parties thereto, The Chase Manhattan Bank, N.A., as Agent and
CIBC Inc., as Co-Agent (incorporated herein by reference to Exhibit 10.60 to the
June 1994 10-Q).

10.29 Amendment No. 1, dated as of August 8, 1994, to the Credit Agreement, dated as of
June 15, 1994, among Cablevision of Framingham, Inc., the several lenders parties
thereto, the Chase Manhattan Bank, N.A., as Agent and CIBC, Inc., as Co-Agent
(incorporated herein by reference to Exhibit 10.61 to the June 1994 10-Q).

10.30 Asset Purchase Agreement, dated as of October 26, 1993, between Monmouth Cablevision
Associates and Cablevision MFR, Inc. as amended by Amendment No. I thereto, dated as
of April 6, 1994 and Amendment No. 2 thereto, dated as of June 3, 1994 (restated)
(incorporated herein by reference to Exhibit 10.62 to the June 1994 10-Q).

10.31 Asset Purchase Agreement, dated as of October 26, 1993, between Riverview
Cablevision Associates, Limited Partnership, and Cablevision MFR, Inc., as amended
by Amendment No. I thereto, dated as of April 6, 1994 and Amendment No. 2 thereto,
dated as of June 3, 1994 (restated) (incorporated herein by reference to Exhibit
10.63 to the June 1994 10-Q).

10.32 Asset Purchase Agreement, dated as of October 26, 1993, between Framingham
Cablevision Associates, Limited Partnership, and Cablevision MFR, Inc., as amended
and assigned to Cablevision Framingham Holdings, Inc. by Amendment No. I thereto,
dated as of April 6, 1994, and as further amended by Amendment No. 2 thereto, dated
as of June 3, 1994 (restated) (incorporated herein by reference to Exhibit 10.64 to
the June 1994 10-Q).

10.33 Amended and Restated Loan Agreement, dated as of January 27, 1995 among Rainbow
Programming Holdings, Inc., the guarantors (as defined therein), Toronto Dominion
(Texas) Inc. and Canadian Imperial Bank of Commerce, as co-agents and Toronto
Dominion (Texas), Inc., as administrative agent (incorporated herein by reference to
Exhibit 10.63 to the 1994 10-K).

10.34 Agreement and undertaking, dated as of March 10, 1995 from MSG Holdings, LP, MSG
Eden Corporation, the Registrant, Rainbow Programming Holdings, Inc., Rainbow Garden
Corporation, Garden L.P. Holdings Corp., ITT Corporation, ITT Eden Corp. in favor of
the National Basketball Association (the "NBA"), the member terms of the NBA, NBA
Properties, Inc., the NBA Market Extension Partnership and Planet Insurance, Ltd.
(incorporated herein by reference to Exhibit 10.66 to the 1994 10-K).

10.35 Consent Agreement, dated as of March 10, 1995 by and among the National Hockey
League, MSG Holdings, L.P., MSG Eden Corporation, ITT Eden Corporation, ITT MSG
Inc., ITT Corporation, Garden L.P. Holdings Corp., Rainbow Garden Corporation,
Rainbow Programming Holdings Inc. and the Registrant (incorporated herein by
reference to Exhibit 10.67 to the 1994 10-K).

10.36 Amendment to consulting agreement dated as of November 28, 1994 between Cablevison
and John Tatta (incorporated herein by reference to Exhibit 10.68 to the 1994 10-K).
</TABLE>

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10.37 Employment Agreement, dated as of November 30, 1994, between Cablevison and William
J. Bell (incorporated herein by reference to Exhibit 10.69 to the 1994 10-K).

10.38 Employment Agreement, dated as of November 30, 1994, between Cablevison and Marc A.
Lustgarten (incorporated herein by reference to Exhibit 10.70 to the 1994 10-K).

10.39 Employment Agreement, dated as of November 30, 1994, between Cablevison and Robert
S. Lemle (incorporated herein by reference to Exhibit 10.71 to the 1994 10-K).

10.40 Parent Employee Stock Plan (included as Appendix D to the Proxy Statement/Prospectus
and incorporated herein by reference thereto).

10.41 Parent Long-Term Incentive Plan (included as Appendix E to the Proxy
Statement/Prospectus and incorporated herein by reference thereto).

10.42 Cablevision Systems Corporation 1996 Non-Employee Directors Stock Option Plan
(incorporated by reference to Cablevision's 1996 Definitive Proxy Statement).

10.43 Credit Agreement, dated as of April 17, 1996, among Cablevision of Cleveland, L.P.,
Telerama, Inc., Cablevision of the Midwest, Inc., the lenders from time to time
party thereto, NationsBank of Texas, N.A., as Administrative Agent, Canadian
Imperial Bank of Commerce as Documentation Agent, The Toronto Dominion Bank as
Syndicate Agent, and The First National Bank of Boston, The Bank of Nova Scotia,
CoreStates Bank, N.A., Credit Lyonnais Cayman Island Branch, PNC Bank, National
Association and Royal Bank of Canada, as Co-Agents (incorporated herein by reference
to Exhibit 10.71 to Cablevision's Quarterly Report on Form 10-Q for the fiscal
quarter ended March 31, 1996).

10.44 Fifth Amended and Restated Credit Agreement, dated as of September 5, 1996, among
Cablevision, the Restricted Subsidiaries (as defined herein), the banks party
thereto, and Toronto Dominion (Texas), Inc., as Arranging Agent, The Bank of New
York, The Bank of Nova Scotia, The Canadian Imperial Bank of Commerce, NationsBank
of Texas, N.A., and The Chase Manhattan Bank, as Agents, Bank of Montreal, Chicago
Branch, Fleet Bank, N.A., Mellon Bank, N.A., and Regal Bank of Canada, as Co-Agents,
The Bank of Nova Scotia and The Canadian Imperial Bank of Commerce, as
Co-Syndication Agents, and The Bank of New York, as Documentation Agent
(incorporated herein by reference to Exhibit 10.72 to Cablevision's Quarterly Report
on Form 10-Q for the fiscal quarter ended September 30, 1996 (the "September 1996
10-Q")).

10.45 Credit Agreement, dated as of September 5, 1996, among Cablevision MFR, Inc.,
Cablevision, the Guarantors (as defined therein), the banks party thereto, and
Toronto Dominion (Texas), Inc. as Arranging Agent, The Bank of New York, The Bank of
Nova Scotia, The Canadian Imperial Bank of Commerce, NationsBank of Texas, N.A., and
The Chase Manhattan Bank, as Agents, Bank of Montreal, Chicago Branch, Fleet Bank,
N.A., Mellon Bank, N.A., and Regal Bank of Canada, as Co-Agents, The Bank of Nova
Scotia and The Canadian Imperial Bank of Commerce, as Co-Syndication Agents, and The
Bank of New York, as Documentation Agent (incorporated herein by reference to
Exhibit 10.73 to the September 1996 10-Q).

10.46 Agreement, dated February 4, 1996, among Cablevision, Rainbow Programming Holdings,
Inc. and ITT Corporation (incorporated herein by reference to Exhibit 10.74 to the
September 1996 10-Q).

10.47 Master Stock Purchase Agreement, dated as of May 10, 1996, between Warburg Pincus
Investors, L.P., a Delaware limited partnership, and Cablevision (incorporated by
reference to Exhibit 99 to Cablevision's Current Report on Form 8-K (File No.
1-9046) dated May 10, 1996).
</TABLE>

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10.48 Letter, dated March 6, 1997, among ITT MSG Inc., ITT Eden Corp., Rainbow Garden
Corp. and Garden L.P. Holding Corp. (incorporated by reference to Exhibit 99.2 of
Cablevision's Current Report on Form 8-K (File No. 1-9046) dated March 6, 1997).

10.49 Letter, dated November 25, 1997, from Cablevision to Dolan.

10.50 Form of Guarantee and Indemnification Agreement among Dolan, the Registrant and
officers and directors of the Registrant (incorporated herein by reference to
Exhibit 28 to Cablevision's Form S-1).

10.51 Partnership Interest Transfer Agreement, among ITT Corporation, ITT Eden
Corporation, ITT MSG, Inc., Cablevision Systems Corporation, Rainbow Media Holdings,
Inc., Rainbow Garden Corp., Garden L.P. Holding Corp., MSG Eden Corporation and
Madison Square Garden, L.P., dated as of April 15, 1997. (incorporated by reference
to Exhibit 2(a) of Cablevision's Current Report on Form 8-K (File No. 1-9046) dated
April 18, 1997 (the "April 1997 8-K")).

10.52 Amended and Restated Agreement of Limited Partnership of Madison Square Garden,
L.P., among MSG Eden Corporation, ITT MSG Inc. and Garden L.P. Holding Corp., dated
as of April 15, 1997. (incorporated by reference to Exhibit 2(b) of the April 1997
8-K).

10.54 Aircraft Contribution Agreement, among Garden L.P. Holding Corp., MSG Eden
Corporation, ITT MSG Inc., ITT Flight Operations, Inc., and Madison Square Garden,
L.P., dated as of April 15, 1997. (incorporated by reference to Exhibit 2(d) of the
April 1997 8-K).

10.55 Formation Agreement, dated as of June 22, 1997, among Rainbow Media Sports Holdings,
Inc. and Fox Sports Net, LLC, attaching Partners) and Annex B (Partnership Agreement
of National Sports Partners). (incorporated by reference to Exhibit 99.1 of the
April 1997 8-K).

10.56 Lease Agreement between Nassau Cable Business Trust, as Landlord and Cablevision, as
Tenant, dated as of November 1, 1997.

10.57 Letter Agreement and Term Sheet, dated October 2, 1997 among Cablevision, At Home
Corporation ("At Home"), Comcast Corporation, Cox Enterprises, Inc., Kleiner,
Perkins, Caufield & Byers and Tele-Communications, Inc., as amended October 10, 1997
(incorporated by reference to Exhibit 10.01 of the Current Report on Form 8-K filed
by At Home (File No. 000-22697) on October 22, 1997 (the "At Home October 8-K")).

10.58 Warrant to purchase shares of Series A Common Stock of At Home issued to Cablevision
(incorporated by reference to Exhibit 10.03 of the At Home October 8-K).

10.59 Contingent Warrant to purchase shares of Series A Common Stock of At Home issued to
Cablevision (incorporated by reference to Exhibit 10.04 of the At Home October 8-K).

10.60 Warrant Purchase Agreement, dated October 10, 1997, between At Home and Cablevision
(incorporated by reference to Exhibit 10.02 of the At Home October 8-K).

10.61 Amended and Restated Stockholders Agreement, dated August 1, 1996, as amended in
May, 1997 (incorporated by reference to Exhibit 4.04 of the Registration Statement
on Form S-1 of At Home (File No. 333-27323) (the "At Home S-1")).

10.62 Letter Agreement dated May 15, 1997 among At Home and the parties thereto, including
as exhibits the Master Distribution Agreement Term Sheet and the Term Sheet for Form
of LCO Agreement (incorporated by reference to Exhibit 10.20 of the At Home S-1).
</TABLE>

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10.63 Credit Agreement, dated as of June 6, 1997, among Madison Square Garden, L.P., the
several lenders from time to time parties thereto, the Chase Manhattan Bank, as
Administrative Agent, Toronto Dominion (New York), Inc., as Documentation Agent, and
The Bank of Nova Scotia, as Syndication Agent.

10.64 Asset Purchase Agreement, dated as of August 29, 1997, by and among U.S. Cable
Television Group, L.P., ECC Holding Corporation, Missouri Cable Partners, L.P.,
Cablevision Systems Corporation and Mediacom LLC.

10.65 Loan Agreement, dated as of April 2, 1997, among Rainbow Media Holdings, Inc., the
Guarantors, Canadian Imperial Bank of Commerce, and Toronto Dominion (Texas), Inc.
as Arranging Agents and Documentation Agents, Canadian Imperial Bank of Commerce, as
Syndication Agent, Toronto Dominion (Texas), Inc., as Administrative Agent and the
other Credit Parties thereto (incorporated by reference to Exhibit 10.77 of
Cablevision Quarterly Report on Form 10-Q for the fiscal quarter ended March 31,
1997).

10.66 First Amendment, dated November 5, 1997 to the Credit Agreement, dated as of June 6,
1997, among Madison Square Garden, L.P., the several lenders from time to time
parties thereto, the Chase Manhattan Bank, as Administrative Agent, Toronto Dominion
(New York), Inc., as Documentation Agent, and The Bank of Nova Scotia, as
Syndication Agent.

10.67 Second Amendment, dated December 10, 1997, to the Credit Agreement, dated as of June
6, 1997, among Madison Square Garden, L.P., the several lenders from time to time
parties thereto, the Chase Manhattan Bank, as Administrative Agent, Toronto Dominion
(New York), Inc., as Documentation Agent, and The Bank of Nova Scotia, as
Syndication Agent.

10.68 Form of Stock Option Plan for Non-Employee Directors of the Registrant.

21 Subsidiaries of the Registrant.

23.1 Consents of Independent Auditors.

23.2 Consent of Robert S. Lemle (included in the opinion filed as Exhibit 5.1 hereto).

23.3 Consent of Sullivan & Cromwell (included in the opinion filed as Exhibit 8.1
hereto).

23.4 Consent of Sherman & Howard L.L.C. (included in the opinion filed as Exhibit 8.2
here to)

24 Power of Attorney (included in the signature page attached hereto).

99.1 Proxy Card.
</TABLE>

(B) FINANCIAL STATEMENT SCHEDULES

All other schedules for which provisions is made in the applicable
accounting regulation of the Securities and Exchange Commission are not
required or are inapplicable and therefore have been omitted, or the
required information has been incorporated by reference herein or disclosed
in the financial statements which form a part of this Proxy
Statement/Prespectus.

ITEM 22. UNDERTAKINGS.

The undersigned registrant hereby undertakes:

(1) That, for purposes of determining any liability under the Securities
Act of 1933, each filing of the registrant's annual report pursuant to
Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (and, where
applicable, each filing of an employee benefit plan's annual report pursuant
to Section 15(d) of the Securities Exchange Act of 1934) that is
incorporated by reference in the

II-9
<PAGE>
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial BONA FIDE offering
thereof.

(2) That prior to any public reoffering of the securities registered
hereunder through use of a prospectus which is a part of this registration
statement, by any person or party who is deemed to be an underwriter within
the meaning of Rule 145(c), the issuer undertakes that such reoffering
prospectus will contain the information called for by the applicable
registration form with respect to reofferings by persons who may be deemed
underwriters, in addition to the information called for by the other items
of the applicable form.

(3) That every prospectus: (i) that is filed pursuant to paragraph (1)
immediately preceding, or (ii) that purports to meet the requirements of
Section 10(a)(3) of the Act and is used in connection with an offering of
securities subject to Rule 415, will be filed as a part of an amendment to
the registration statement and will not be used until such amendment is
effective, and that, for purposes of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to
be the initial BONA FIDE offering thereof.

(4) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the registrant, pursuant to the provisions described
in Item 15 or otherwise, the registrant has been advised that in the opinion
of the Securities and Exchange Commission such indemnification is against
public policy as expressed in the Securities Act of 1933 and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the registrant of expenses incurred
or paid by a director, officer or controlling person of the registrant in
the successful defense of any action, suit or proceeding) is asserted by any
such director, officer or controlling person in connection with the
securities being registered, the registrant will, unless in the opinion of
its counsel the matter has been settled by controlling precedent, submit to
a court of appropriate jurisdiction the question of whether or not such
indemnification is against public policy as expressed in the Securities Act
of 1933 and will be governed by the final adjudication of such issue.

(5) To respond to requests for information that is incorporated by
reference into the prospectus pursuant to Item 4, 10(b), 11, or 12 of this
form, within one business day of receipt of such request, and to send the
incorporated documents by first class mail or other equally prompt means.
This includes information contained in documents filed subsequent to the
effective date of the registration statement through the date of responding
to the request.

(6) To supply by means of a post-effective amendment all information
concerning a transaction, and the company being acquired involved therein,
that was not the subject of and included in the registration statement when
it became effective.

II-10
<PAGE>
SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the
registrant has duly caused this Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the Town of Woodbury
and the State of New York, on the 15th day of January, 1998.

<TABLE>
<S> <C> <C>
CSC PARENT CORPORATION

By: /s/ WILLIAM BELL
---------------------------------------
Name: William Bell
Title: Vice Chairman
</TABLE>

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints William J. Bell, Robert S. Lemle and Barry J.
O'Leary, and each of them, his true and lawful attorneys-in-fact and agents,
with full power of substitution and resubstitution, for him in his name, place
and stead, in any and all capacities, to sign any and all amendments (including
post-effective amendments) to this Registration Statement, and file the same,
with all exhibits thereto and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents, full power and authority to do and perform each and every act and thing
requisite and necessary to be done as fully to all intents and purposes as he
might or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents or any of them may lawfully do or cause to be done
by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this
registration statement has been signed by the following persons in the
capacities indicated on January 15, 1998.

SIGNATURE TITLE
- ------------------------------ ---------------------------

/s/ JAMES L. DOLAN Chief Executive Officer and
- ------------------------------ Director (Principal
James L. Dolan Executive Officer)

/s/ WILLIAM J. BELL Vice Chairman and Director
- ------------------------------ (Principal Financial
William J. Bell Officer)

/s/ ANDREW B. ROSENGARD Executive Vice President,
- ------------------------------ Financial Planning and
Andrew B. Rosengard Controller

/s/ CHARLES F. DOLAN Chairman of the Board of
- ------------------------------ Directors
Charles F. Dolan

/s/ DANIEL T. SWEENEY Director
- ------------------------------
Daniel T. Sweeney

/s/ MARC A. LUSTGARTEN Vice Chairman and Director
- ------------------------------
Marc A. Lustgarten

/s/ ROBERT P. MAY Chief Operating Officer and
- ------------------------------ Director
Robert P. May

II-11
<PAGE>

SIGNATURE TITLE
- ------------------------------ ---------------------------

/s/ ROBERT S. LEMLE Executive Vice President,
- ------------------------------ General Counsel,
Robert S. Lemle Secretary and Director

/s/ SHEILA A. MAHONY Senior Vice President and
- ------------------------------ Director
Sheila A. Mahony

/s/ JOHN TATTA Director and Chairman of
- ------------------------------ the Executive Committee
John Tatta

/s/ PATRICIA F. DOLAN Director
- ------------------------------
Patricia F. Dolan

/s/ FRANCIS F. RANDOLPH, JR. Director
- ------------------------------
Francis F. Randolph, Jr.

/s/ CHARLES D. FERRIS Director
- ------------------------------
Charles D. Ferris

/s/ RICHARD H. HOCHMAN Director
- ------------------------------
Richard H. Hochman

/s/ VICTOR ORISTANO Director
- ------------------------------
Victor Oristano

/s/ VINCENT TESE Director
- ------------------------------
Vincent Tese

II-12
<PAGE>
EXHIBIT INDEX

<TABLE>
<CAPTION>
EXHIBIT
NO. DESCRIPTION PAGE
- ---------- ---------------------------------------------------------------------------------------------- ---------
<C> <S> <C>

2.1 Amended and Restated Contribution and Merger Agreement, dated as of June 6, 1997, among TCI
Communications, Inc., Cablevision, the Registrant and CSC Merger Corporation.**

3.1 Amended and Restated Certificate of Incorporation of the Registrant.**

3.2 Bylaws of the Registrant.**

4.1. Amended and Restated Certificate of Incorporation of the Registrant (included in Exhibit 3.1).

4.2 Certificate of Designations for the Cablevision Series L Redeemable Exchangeable Preferred
Stock.*

4.3 Certificate of Designations for the Cablevision Series M Redeemable Exchangeable Preferred
Stock.*

4.4 Indenture dated as of December 1, 1997 relating to Cablevision's $500,000,000 7 7/8% Senior
Notes due 2007.

4.5 Indenture dated as of February 15, 1993 relating to Cablevision's $200,000,000 9 7/8% Senior
Subordinated Debentures due February 15, 2013.*

4.6 Indenture dated as of April 1, 1993 relating to Cablevision's $150,000,000 9 7/8% Senior
Subordinated Debentures due 2023.*

4.7 Supplemental Indenture dated as of November 1, 1995 between Cablevision and the Bank of New
York, Trustee to the Indenture dated November 1, 1995.*

4.8 Indenture dated August 15, 1997 relating to Cablevision's $400,000,000 8 1/8% Senior
Debentures due 2009.*

4.9 Indenture dated as of November 1, 1995 relating to Cablevision's $150,000,000 9 7/8% Senior
Subordinated Notes due 2006, $300,000,000 9 1/4% Senior Subordinated Notes due 2005 and
$250,000,000 10 1/2% Senior Subordinated Debentures due 2016.

4.10 Certificate of Designations for the Cablevision Series E Redeemable Exchangeable Convertible
Preferred Stock.*

4.11 Certificate of Designations for the Cablevision Series F Redeemable Preferred Stock.*

4.12 Certificate of Designations for the Cablevision Series G Redeemable Exchangeable Preferred
Stock.*

4.13 Certificate of Designations for the Cablevision Series H Redeemable Exchangeable Preferred
Stock.*

4.14 Certificate of Designations for the Cablevision Series I Cumulative Convertible Exchangeable
Preferred Stock.*

5.1 Opinion of Robert S. Lemle, Executive Vice President, General Counsel and Secretary of
Cablevision.

8.1 Opinion of Sullivan & Cromwell, tax counsel to the Registrant of Cablevision.

8.2 Opinion of Sherman & Howard LLC, tax counsel to TCI.

10.1 Registration Rights Agreement between CSC Systems Company and Cablevision.*

10.2 Registration Rights Agreement between CSC Holdings Company and Cablevision Systems
Corporation.*

10.3 Form of Right of First Refusal Agreement between Dolan and Cablevision Systems Corporation.*

10.4 Supplemental Benefit Plan of Cablevision.*
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
EXHIBIT
NO. DESCRIPTION PAGE
- ---------- ---------------------------------------------------------------------------------------------- ---------
10.5 Cablevision Money Purchase Pension Plan, and Trust Agreement dated as of December 1, 1983
between Cablevision Systems Development Company and Dolan and Tatta, as Trustees.*
<C> <S> <C>

10.6 Amendment to the Cablevision Money Purchase Pension Plan adopted November 6, 1992.*

10.7 Employment Agreement between Dolan and Cablevision dated January 27, 1986.*

10.8 Amended and Restated Agreement dated as of June 1, 1983 between SportsChannel Associates and
Cablevision Systems Holdings Company.*

10.9 Lease Agreement dated as of October 9, 1978 between Cablevision Systems Development Company
and Industrial and Research Associates Co. and amendment dated June 21, 1985 between
Industrial and Research Associates Co. and Cablevision Company.*

10.10 Lease Agreement dated May 1, 1982 between Industrial and Research Associates Co. and
Cablevision Systems Development Company.*

10.11 Agreement of Sublease dated as of July 9, 1982 between Cablevision Systems Development Company
and Ontel Corporation.*

10.12 Agreement of Sublease dated as of June 21, 1985 between Grumman Data Systems Corporation and
Cablevision Company.*

10.13 Agreement dated as of June 21, 1985 between Industrial and Research Associates Co., Grumman
Data Systems Corporation and Cablevision Company.*

10.14 Lease Agreement dated as of June 21, 1985 between Industrial and Research Associates Co. and
Cablevision Company.*

10.15 Lease Agreement dated as of February 1, 1985 between Cablevision Company and County of
Nassau.*

10.16 Lease Agreement dated as of January 1, 1981 between Cablevision Systems Development Company
and Precision Dynamics Corporation and amendment dated January 15, 1985 between Cablevision
Company and Nineteen New York Properties Limited Partnership.*

10.17 Option Certificate for 840,000 Shares Issued Pursuant to the 1986 Nonqualified Stock Option
Plan of Cablevision.*

10.18 Purchase and Reorganization Agreement dated as of December 20, 1991 between Cablevision and
Dolan.*

10.19 Amendment No. I dated as of March 28, 1992 to Purchase and Reorganization Agreement dated as
of December 20, 1991 between Cablevision and Dolan.*

10.20 Cablevision Amended and Restated Employee Stock Plan.*

10.21 Cablevision 401(K) Savings Plan.*

10.22 Master Agreement, dated as of October 26, 1993, between CSC MFR, Inc., Monmouth Cablevision
Associates, Framingham Cablevision Associates and Riverview Cablevision Associates, L.P.*

10.23 Asset Purchase Agreement, dated as of October 26, 1993, between Monmouth Cablevision
Associates and Cablevision MFR, Inc.*

10.24 Asset Purchase Agreement, dated as of October 26, 1993, between Framingham Cablevision
Associates, Limited Partnership and Cablevision MFR, Inc.*

10.25 Asset Purchase Agreement, dated as of October 26, 1993 between Riverview Cablevision
Associates, L.P. and Cablevision MFR, Inc.*
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
EXHIBIT
NO. DESCRIPTION PAGE
- ---------- ---------------------------------------------------------------------------------------------- ---------
10.26 Loan Agreement, dated as of June 30, 1994 among Rainbow Programming Holdings, Inc., the
Guarantors as defined therein, Toronto-Dominion Bank, the other banks party thereto and
Toronto-Dominion (Texas), Inc., as Agent.*
<C> <S> <C>

10.27 Acquisition Agreement and Plan of Merger and Reorganization, dated as of June 14, 1994, among
Cablevision of Boston Limited Partnership, Cablevision of Boston, Inc., Charles F. Dolan,
Cablevision Systems Boston Corporation, Cablevision, COB, Inc., Cablevision Systems Services
Corporation and Cablevision Finance Limited Partnership.*

10.28 Credit Agreement, dated as of June 15, 1994, among Cablevision of Framingham, Inc., the
several lenders parties thereto, The Chase Manhattan Bank, N.A., as Agent and CIBC Inc., as
Co-Agent.*

10.29 Amendment No. 1, dated as of August 8, 1994, to the Credit Agreement, dated as of June 15,
1994, among Cablevision of Framingham, Inc., the several lenders parties thereto, the Chase
Manhattan Bank, N.A., as Agent and CIBC, Inc., as Co-Agent.*

10.30 Asset Purchase Agreement, dated as of October 26, 1993, between Monmouth Cablevision
Associates and Cablevision MFR, Inc. as amended by Amendment No. I thereto, dated as of April
6, 1994 and Amendment No. 2 thereto, dated as of June 3, 1994 (restated).*

10.31 Asset Purchase Agreement, dated as of October 26, 1993, between Riverview Cablevision
Associates, Limited Partnership, and Cablevision MFR, Inc., as amended by Amendment No. I
thereto, dated as of April 6, 1994 and Amendment No. 2 thereto, dated as of June 3, 1994
(restated).*

10.32 Asset Purchase Agreement, dated as of October 26, 1993, between Framingham Cablevision
Associates, Limited Partnership, and Cablevision MFR, Inc., as amended and assigned to
Cablevision Framingham Holdings, Inc. by Amendment No. I thereto, dated as of April 6, 1994,
and as further amended by Amendment No. 2 thereto, dated as of June 3, 1994 (restated).*

10.33 Amended and Restated Loan Agreement, dated as of January 27, 1995 among Rainbow Programming
Holdings, Inc., the guarantors (as defined therein), Toronto Dominion (Texas) Inc. and
Canadian Imperial Bank of Commerce, as co-agents and Toronto Dominion (Texas), Inc., as
administrative agent.*

10.34 Agreement and undertaking, dated as of March 10, 1995 from MSG Holdings, LP, MSG Eden
Corporation, the Registrant, Rainbow Programming Holdings, Inc., Rainbow Garden Corporation,
Garden L.P. Holdings Corp., ITT Corporation, ITT Eden Corp. in favor of the National
Basketball Association (the "NBA"), the member terms of the NBA, NBA Properties, Inc., the NBA
Market Extension Partnership and Planet Insurance, Ltd.*

10.35 Consent Agreement, dated as of March 10, 1995 by and among the National Hockey League, MSG
Holdings, L.P., MSG Eden Corporation, ITT Eden Corporation, ITT MSG Inc., ITT Corporation,
Garden L.P. Holdings Corp., Rainbow Garden Corporation, Rainbow Programming Holdings Inc. and
the Registrant.*

10.36 Amendment to consulting agreement dated as of November 28, 1994 between Cablevison and John
Tatta.*

10.37 Employment Agreement, dated as of November 30, 1994, between Cablevison and William J. Bell.*

10.38 Employment Agreement, dated as of November 30, 1994, between Cablevison and Marc A.
Lustgarten.*

10.39 Employment Agreement, dated as of November 30, 1994, between Cablevison and Robert S. Lemle.*
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
EXHIBIT
NO. DESCRIPTION PAGE
- ---------- ---------------------------------------------------------------------------------------------- ---------
10.40 Parent Employee Stock Plan.**
<C> <S> <C>

10.41 Parent Long-Term Incentive Plan.**

10.42 Cablevision Systems Corporation 1996 Non-Employee Directors Stock Option Plan.*

10.43 Credit Agreement, dated as of April 17, 1996, among Cablevision of Cleveland, L.P., Telerama,
Inc., Cablevision of the Midwest, Inc., the lenders from time to time party thereto,
NationsBank of Texas, N.A., as Administrative Agent, Canadian Imperial Bank of Commerce as
Documentation Agent, The Toronto Dominion Bank as Syndicate Agent, and The First National Bank
of Boston, The Bank of Nova Scotia, CoreStates Bank, N.A., Credit Lyonnais Cayman Island
Branch, PNC Bank, National Association and Royal Bank of Canada, as Co-Agents.*

10.44 Fifth Amended and Restated Credit Agreement, dated as of September 5, 1996, among Cablevision,
the Restricted Subsidiaries (as defined herein), the banks party thereto, and Toronto Dominion
(Texas), Inc., as Arranging Agent, The Bank of New York, The Bank of Nova Scotia, The Canadian
Imperial Bank of Commerce, NationsBank of Texas, N.A., and The Chase Manhattan Bank, as
Agents, Bank of Montreal, Chicago Branch, Fleet Bank, N.A., Mellon Bank, N.A., and Regal Bank
of Canada, as Co-Agents, The Bank of Nova Scotia and The Canadian Imperial Bank of Commerce,
as Co-Syndication Agents, and The Bank of New York, as Documentation Agent.*

10.45 Credit Agreement, dated as of September 5, 1996, among Cablevision MFR, Inc., Cablevision, the
Guarantors (as defined therein), the banks party thereto, and Toronto Dominion (Texas), Inc.
as Arranging Agent, The Bank of New York, The Bank of Nova Scotia, The Canadian Imperial Bank
of Commerce, NationsBank of Texas, N.A., and The Chase Manhattan Bank, as Agents, Bank of
Montreal, Chicago Branch, Fleet Bank, N.A., Mellon Bank, N.A., and Regal Bank of Canada, as
Co-Agents, The Bank of Nova Scotia and The Canadian Imperial Bank of Commerce, as
Co-Syndication Agents, and The Bank of New York, as Documentation Agent.*

10.46 Agreement, dated February 4, 1996, among Cablevision, Rainbow Programming Holdings, Inc. and
ITT Corporation.*

10.47 Master Stock Purchase Agreement, dated as of May 10, 1996, between Warburg Pincus Investors,
L.P., a Delaware limited partnership, and Cablevision.*

10.48 Letter, dated March 6, 1997, among ITT MSG Inc., ITT Eden Corp., Rainbow Garden Corp. and
Garden L.P. Holding Corp.*

10.49 Letter, dated November 25, 1997, from Cablevision to Dolan.

10.50 Form of Guarantee and Indemnification Agreement among Dolan, the Registrant and officers and
directors of the Registrant.*

10.52 Amended and Restated Agreement of Limited Partnership of Madison Square Garden, L.P., among
MSG Eden Corporation, ITT MSG Inc. and Garden L.P. Holding Corp., dated as of April 15, 1997.*

10.53 SportsChannel Contribution Agreement, among Rainbow Media Holdings, Inc., Garden L.P. Holding
Corp., Rainbow Garden Corp., SportsChannel New York Holding Partnership, SportsChannel
Associates Holding Corporation, MSG Eden Corporation, ITT MSG Inc., ITT Eden Corporation, and
Madison Square Garden, L.P., dated as of April 15, 1997.*
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
EXHIBIT
NO. DESCRIPTION PAGE
- ---------- ---------------------------------------------------------------------------------------------- ---------
10.54 Aircraft Contribution Agreement, among Garden L.P. Holding Corp., MSG Eden Corporation, ITT
MSG Inc., ITT Flight Operations, Inc., and Madison Square Garden, L.P., dated as of April 15,
1997.*
<C> <S> <C>

10.55 Formation Agreement, dated as of June 22, 1997, among Rainbow Media Sports Holdings, Inc. and
Fox Sports Net, LLC, attaching Partners) and Annex B (Partnership Agreement of National Sports
Partners).*

10.56 Lease Agreement between Nassau Cable Business Trust, as Landlord and Cablevision, as Tenant,
dated as of November 1, 1997.

10.57 Letter Agreement and Term Sheet, dated October 2, 1997 among Cablevision, At Home Corporation
("At Home"), Comcast Corporation, Cox Enterprises, Inc., Kleiner, Perkins, Caufield & Byers
and Tele-Communications, Inc., as amended October 10, 1997 (incorporated by reference to
Exhibit 10.01 of the Current Report on Form 8-K filed by At Home (File No. 000-22697) on
October 22, 1997.*

10.58 Warrant to purchase shares of Series A Common Stock of At Home issued to Cablevision.*

10.59 Contingent Warrant to purchase shares of Series A Common Stock of At Home issued to
Cablevision.*

10.60 Warrant Purchase Agreement, dated October 10, 1997, between At Home and Cablevision.*

10.61 Amended and Restated Stockholders Agreement, dated August 1, 1996, as amended in May, 1997.*

10.62 Letter Agreement dated May 15, 1997 among At Home and the parties thereto, including as
exhibits the Master Distribution Agreement Term Sheet and the Term Sheet for Form of LCO
Agreement.*

10.63 Credit Agreement, dated as of June 6, 1997, among Madison Square Garden, L.P., the several
lenders from time to time parties thereto, the Chase Manhattan Bank, as Administrative Agent,
Toronto Dominion (New York), Inc., as Documentation Agent, and The Bank of Nova Scotia, as
Syndication Agent.

10.64 Asset Purchase Agreement, dated as of August 29, 1997, by and among U.S. Cable Television
Group, L.P., ECC Holding Corporation, Missouri Cable Partners, L.P., Cablevision Systems
Corporation and Mediacom LLC.

10.65 Loan Agreement, dated as of April 2, 1997, among Rainbow Media Holdings, Inc., the Guarantors,
Canadian Imperial Bank of Commerce, and Toronto Dominion (Texas), Inc. as Arranging Agents and
Documentation Agents, Canadian Imperial Bank of Commerce, as Syndication Agent, Toronto
Dominion (Texas), Inc., as Administrative Agent and the other Credit Parties thereto.*

10.66 First Amendment, dated November 5, 1997 to the Credit Agreement, dated as of June 6, 1997,
among Madison Square Garden, L.P., the several lenders from time to time parties thereto, the
Chase Manhattan Bank, as Administrative Agent, Toronto Dominion (New York), Inc., as
Documentation Agent, and The Bank of Nova Scotia, as Syndication Agent.

10.67 Second Amendment, dated December 10, 1997, to the Credit Agreement, dated as of June 6, 1997,
among Madison Square Garden, L.P., the several lenders from time to time parties thereto, the
Chase Manhattan Bank, as Administrative Agent, Toronto Dominion (New York), Inc., as
Documentation Agent, and The Bank of Nova Scotia, as Syndication Agent.

10.68 Form of Stock Option Plan for Non-Employee Directors of the Registrant.

21 Subsidiaries of the Registrant.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
EXHIBIT
NO. DESCRIPTION PAGE
- ---------- ---------------------------------------------------------------------------------------------- ---------
23.1 Consents of Independent Auditors.
<C> <S> <C>

23.2 Consent of Robert S. Lemle (included in the opinion filed as Exhibit 5.1 hereto).

23.3 Consent of Sullivan & Cromwell (included in the opinion filed as Exhibit 8.1 hereto).

23.4 Consent of Sherman & Howard L.L.C. (included in the opinion filed as Exhibit 8.2 here to)

24 Power of Attorney (included in the signature page attached hereto).

99.1 Proxy Card.
</TABLE>

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

* Incorporated by reference to a document previously filed with the
Commission.

** Incorporated by reference to a Proxy Statement exhibit.

<PAGE>

Exhibit 4.4

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

CABLEVISION SYSTEMS CORPORATION,

Issuer,

THE BANK OF NEW YORK,

Trustee

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

INDENTURE

Dated as of December 1, 1997

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

Senior Debt Securities

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

<PAGE>

Reconciliation and tie between Trust Indenture Act
of 1939 and Indenture, dated as of December 10, 1997

Trust Indenture
Act Section Indenture Section

Section 310 (a)(1) . . . . . . . . . . . . . . . . . 607(a)
(a)(2) . . . . . . . . . . . . . . . . . 607(a)
(b) . . . . . . . . . . . . . . . . . 608(b), 609
Section 311 (a) . . . . . . . . . . . . . . . . . 612
(b) . . . . . . . . . . . . . . . . . 612
Section 312(c) . . . . . . . . . . . . . . . . . 701
Section 313 . . . . . . . . . . . . . . . . . 702
Section 314(a) . . . . . . . . . . . . . . . . . 703
(a)(4) . . . . . . . . . . . . . . . . . 1013
(c)(1) . . . . . . . . . . . . . . . . . 102
(c)(2) . . . . . . . . . . . . . . . . . 102
(e) . . . . . . . . . . . . . . . . . 102
Section 315(b) . . . . . . . . . . . . . . . . . 601
Section 316(a)(last
sentence) . . . . . . . . . . . . . . . . . 101 ("Outstanding")
(a)(1)(A) . . . . . . . . . . . . . . . . . 502, 512
(a)(1)(B) . . . . . . . . . . . . . . . . . 513
(b) . . . . . . . . . . . . . . . . . 508
(c) . . . . . . . . . . . . . . . . . 104(e)
Section 317(a)(1) . . . . . . . . . . . . . . . . . 503
(a)(2) . . . . . . . . . . . . . . . . . 504
(b) . . . . . . . . . . . . . . . . . 1003
Section 318(a) . . . . . . . . . . . . . . . . . 108

<PAGE>

PAGE
TABLE OF CONTENTS

PARTIES . . . . . . . . . . . . . . . . . . . . . . . . . 1
RECITALS OF THE COMPANY . . . . . . . . . . . . . . . . . 1

ARTICLE ONE

DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION

SECTION 101. Definitions . . . . . . . . . . . . . . . . 1
Acquired Indebtedness. . . . . . . . . . . . . . . . 2
Act. . . . . . . . . . . . . . . . . . . . . . . . . 2
Affiliate. . . . . . . . . . . . . . . . . . . . . . 2
Agent Members. . . . . . . . . . . . . . . . . . . . 2
Annualized Operating Cash Flow . . . . . . . . . . . 2
Authenticating Agent . . . . . . . . . . . . . . . . 2
Authorized Newspaper . . . . . . . . . . . . . . . . 2
Average Life . . . . . . . . . . . . . . . . . . . . 3
Bank Credit Agreement. . . . . . . . . . . . . . . . 3
Bankruptcy Law . . . . . . . . . . . . . . . . . . . 3
Banks. . . . . . . . . . . . . . . . . . . . . . . . 3
Bearer Security. . . . . . . . . . . . . . . . . . . 3
Board of Directors . . . . . . . . . . . . . . . . . 3
Board Resolution . . . . . . . . . . . . . . . . . . 3
Book-Entry Security. . . . . . . . . . . . . . . . . 3
Business Day . . . . . . . . . . . . . . . . . . . . 3
Cablevision of NYC . . . . . . . . . . . . . . . . . 4
Capital Stock. . . . . . . . . . . . . . . . . . . . 4
Capitalized Lease Obligation . . . . . . . . . . . . 4
Cash Flow Ratio. . . . . . . . . . . . . . . . . . . 4
Cedel. . . . . . . . . . . . . . . . . . . . . . . . 4
Class A Common Stock . . . . . . . . . . . . . . . . 4
CNYC Agreement . . . . . . . . . . . . . . . . . . . 4
Commission . . . . . . . . . . . . . . . . . . . . . 4
Common Depositary. . . . . . . . . . . . . . . . . . 5
Common Stock . . . . . . . . . . . . . . . . . . . . 5
Company. . . . . . . . . . . . . . . . . . . . . . . 5
Company Request or Company Order . . . . . . . . . . 5

__________________
Note: This table of contents shall not, for any purpose, be deeemed to be a
part of the Indenture.

<PAGE>

ii
PAGE

Consolidated Net Tangible Assets . . . . . . . . . . 5
Conversion Date. . . . . . . . . . . . . . . . . . . 5
Conversion Event . . . . . . . . . . . . . . . . . . 5
Corporate Trust Office . . . . . . . . . . . . . . . 5
corporation. . . . . . . . . . . . . . . . . . . . . 6
coupon . . . . . . . . . . . . . . . . . . . . . . . 6
covenant defeasance. . . . . . . . . . . . . . . . . 6
Cumulative Cash Flow Credit. . . . . . . . . . . . . 6
Cumulative Interest Expense. . . . . . . . . . . . . 6
Currency . . . . . . . . . . . . . . . . . . . . . . 6
Custodian. . . . . . . . . . . . . . . . . . . . . . 7
Debt . . . . . . . . . . . . . . . . . . . . . . . . 7
Default. . . . . . . . . . . . . . . . . . . . . . . 7
Defaulted Interest . . . . . . . . . . . . . . . . . 7
defeasance . . . . . . . . . . . . . . . . . . . . . 7
Depository . . . . . . . . . . . . . . . . . . . . . 7
Disqualified Stock . . . . . . . . . . . . . . . . . 7
Dollar or $. . . . . . . . . . . . . . . . . . . . . 7
Dollar Equivalent of the Currency Unit . . . . . . . 8
Dollar Equivalent of the Foreign Currency. . . . . . 8
Euro . . . . . . . . . . . . . . . . . . . . . . . . 8
Election Date. . . . . . . . . . . . . . . . . . . . 8
Euroclear. . . . . . . . . . . . . . . . . . . . . . 8
Event of Default . . . . . . . . . . . . . . . . . . 8
Exchange Act . . . . . . . . . . . . . . . . . . . . 8
Exchange Date. . . . . . . . . . . . . . . . . . . . 8
Exchange Rate Agent. . . . . . . . . . . . . . . . . 8
Exchange Rate Officers' Certificate. . . . . . . . . 8
Extension Notice . . . . . . . . . . . . . . . . . . 8
Extension Period . . . . . . . . . . . . . . . . . . 8
Final Maturity . . . . . . . . . . . . . . . . . . . 8
Foreign Currency . . . . . . . . . . . . . . . . . . 9
generally accepted accounting principles or GAAP . . 9
Global Securities. . . . . . . . . . . . . . . . . . 9
Government Obligations . . . . . . . . . . . . . . . 9
guarantee. . . . . . . . . . . . . . . . . . . . . . 9
Holder . . . . . . . . . . . . . . . . . . . . . . . 10
incorporated provision . . . . . . . . . . . . . . . 10
Indebtedness . . . . . . . . . . . . . . . . . . . . 10
Indenture. . . . . . . . . . . . . . . . . . . . . . 10
Indexed Security . . . . . . . . . . . . . . . . . . 11

<PAGE>

iii
PAGE

interest . . . . . . . . . . . . . . . . . . . . . . 11
Interest Payment Date. . . . . . . . . . . . . . . . 11
Interest Swap Obligations. . . . . . . . . . . . . . 11
Investment . . . . . . . . . . . . . . . . . . . . . 11
Lease. . . . . . . . . . . . . . . . . . . . . . . . 11
Lien . . . . . . . . . . . . . . . . . . . . . . . . 11
Mandatorily Redeemable Preferred Stock . . . . . . . 12
mandatory sinking fund payment . . . . . . . . . . . 12
Market Exchange Rate . . . . . . . . . . . . . . . . 12
Maturity . . . . . . . . . . . . . . . . . . . . . . 13
Notice of Default. . . . . . . . . . . . . . . . . . 13
Officers' Certificate. . . . . . . . . . . . . . . . 13
Operating Cash Flow. . . . . . . . . . . . . . . . . 13
Opinion of Counsel . . . . . . . . . . . . . . . . . 13
Option to Elect Repayment. . . . . . . . . . . . . . 13
Optional Reset Date. . . . . . . . . . . . . . . . . 13
optional sinking fund payment. . . . . . . . . . . . 13
Original Issue Discount Security . . . . . . . . . . 14
Original Stated Maturity . . . . . . . . . . . . . . 14
Outstanding. . . . . . . . . . . . . . . . . . . . . 14
Paying Agent . . . . . . . . . . . . . . . . . . . . 15
Permitted Liens. . . . . . . . . . . . . . . . . . . 15
Person . . . . . . . . . . . . . . . . . . . . . . . 17
Place of Payment . . . . . . . . . . . . . . . . . . 17
Predecessor Security . . . . . . . . . . . . . . . . 18
Preferred Stock. . . . . . . . . . . . . . . . . . . 18
Receivables and Related Assets . . . . . . . . . . . 18
Redemption Date. . . . . . . . . . . . . . . . . . . 18
Redemption Price . . . . . . . . . . . . . . . . . . 18
redesignation of a Restricted Subsidiary . . . . . . 18
Refinancing Indebtedness . . . . . . . . . . . . . . 18
Registered Security. . . . . . . . . . . . . . . . . 18
Regular Record Date. . . . . . . . . . . . . . . . . 19
Repayment Date . . . . . . . . . . . . . . . . . . . 19
Repayment Price. . . . . . . . . . . . . . . . . . . 19
Responsible Officer. . . . . . . . . . . . . . . . . 19
Restricted Payment . . . . . . . . . . . . . . . . . 19
Restricted Subsidiary. . . . . . . . . . . . . . . . 20
Securities . . . . . . . . . . . . . . . . . . . . . 21
Securitization Subsidiary. . . . . . . . . . . . . . 21
Security Register and Security Registrar . . . . . . 21

<PAGE>

iv
PAGE

Senior Debt. . . . . . . . . . . . . . . . . . . . . 21
Senior Indebtedness. . . . . . . . . . . . . . . . . 21
Series C Preferred Stock . . . . . . . . . . . . . . 22
Special Record Date. . . . . . . . . . . . . . . . . 22
Stated Maturity. . . . . . . . . . . . . . . . . . . 22
Stock Payment. . . . . . . . . . . . . . . . . . . . 22
Subsequent Interest Period . . . . . . . . . . . . . 22
subsidiary . . . . . . . . . . . . . . . . . . . . . 22
Subsidiary . . . . . . . . . . . . . . . . . . . . . 23
successor. . . . . . . . . . . . . . . . . . . . . . 23
Trust Indenture Act. . . . . . . . . . . . . . . . . 23
Trustee. . . . . . . . . . . . . . . . . . . . . . . 23
United States. . . . . . . . . . . . . . . . . . . . 23
United States person . . . . . . . . . . . . . . . . 23
Unrestricted Subsidiary. . . . . . . . . . . . . . . 23
Valuation Date . . . . . . . . . . . . . . . . . . . 23
Vice President . . . . . . . . . . . . . . . . . . . 23
Voting Stock . . . . . . . . . . . . . . . . . . . . 23
Yield to Maturity. . . . . . . . . . . . . . . . . . 24
SECTION 102. Compliance Certificates and Opinions. . . . 24
SECTION 103. Form of Documents Delivered to Trustee. . . 24
SECTION 104. Acts of Holders . . . . . . . . . . . . . . 25
SECTION 105. Notices, etc. to Trustee and Company. . . . 27
SECTION 106. Notice to Holders; Waiver . . . . . . . . . 27
SECTION 107. Conflict of Any Provision of Indenture with
Trust Indenture Act . . . . . . . . . . . . 28
SECTION 108. Effect of Headings and Table of Contents. . 29
SECTION 109. Successors and Assigns. . . . . . . . . . . 29
SECTION 110. Separability Clause . . . . . . . . . . . . 29
SECTION 111. Benefits of Indenture . . . . . . . . . . . 29
SECTION 112. Governing Law . . . . . . . . . . . . . . . 29
SECTION 113. Legal Holidays. . . . . . . . . . . . . . . 29
SECTION 114. No Recourse Against Others. . . . . . . . . 30

ARTICLE TWO

SECURITY FORMS

SECTION 201. Forms Generally . . . . . . . . . . . . . . 30
SECTION 202. Form of Trustee's Certificate of
Authentication . . . . . . . . . . . . . . 31
SECTION 203. Securities Issuable in Global Form. . . . . 31
SECTION 204. Form of Legend for Book-Entry Securities. . 32

<PAGE>

v
PAGE
ARTICLE THREE

THE SECURITIES

SECTION 301. Amount Unlimited; Issuable in Series. . . . 33
SECTION 302. Denominations . . . . . . . . . . . . . . . 37
SECTION 303. Execution, Authentication, Delivery and
Dating . . . . . . . . . . . . . . . . . . 37
SECTION 304. Book-Entry Securities . . . . . . . . . . . 39
SECTION 305. Temporary Securities. . . . . . . . . . . . 41
SECTION 306. Registration, Registration of Transfer
and Exchange. . . . . . . . . . . . . . . . 44
SECTION 307. Mutilated, Destroyed, Lost and Stolen
Securities . . . . . . . . . . . . . . . . 47
SECTION 308. Payment of Interest; Interest Rights
Preserved; Optional Interest Reset . . . . 48
SECTION 309. Optional Extension of Stated Maturity . . . 51
SECTION 310. Persons Deemed Owners . . . . . . . . . . . 52
SECTION 311. Cancellation. . . . . . . . . . . . . . . . 53
SECTION 312. Computation of Interest . . . . . . . . . . 53
SECTION 313. Currency and Manner of Payments in
Respect of Securities . . . . . . . . . . . 54
SECTION 314. Appointment and Resignation of Successor
Exchange Rate Agent . . . . . . . . . . . . 56
SECTION 315. CUSIP Numbers . . . . . . . . . . . . . . . 57

ARTICLE FOUR

SATISFACTION AND DISCHARGE

SECTION 401. Satisfaction and Discharge of Indenture . . 58
SECTION 402. Application of Trust Money. . . . . . . . . 59

ARTICLE FIVE

REMEDIES

SECTION 501. Events of Default . . . . . . . . . . . . . 60
SECTION 502. Acceleration of Maturity; Rescission
and Annulment . . . . . . . . . . . . . . . 62
SECTION 503. Collection of Indebtedness and Suits
for Enforcement by Trustee. . . . . . . . . 63
SECTION 504. Trustee May File Proofs of Claim. . . . . . 64
SECTION 505. Trustee May Enforce Claims Without
Possession of Securities. . . . . . . . . . 64
SECTION 506. Application of Money Collected. . . . . . . 65
SECTION 507. Limitation on Suits . . . . . . . . . . . . 65
SECTION 508. Unconditional Right of Holders to
Receive Principal, Premium and Interest . . 66
SECTION 509. Restoration of Rights and Remedies. . . . . 67

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vi
PAGE

SECTION 510. Rights and Remedies Cumulative. . . . . . . 67
SECTION 511. Delay or Omission Not Waiver. . . . . . . . 67
SECTION 512. Control by Holders. . . . . . . . . . . . . 67
SECTION 513. Waiver of Past Defaults . . . . . . . . . . 68
SECTION 514. Undertaking for Costs . . . . . . . . . . . 68
SECTION 515. Waiver of Stay or Extension Laws. . . . . . 69

ARTICLE SIX

THE TRUSTEE

SECTION 601. Notice of Defaults. . . . . . . . . . . . . 69
SECTION 602. Certain Rights of Trustee . . . . . . . . . 69
SECTION 603. Trustee Not Responsible for Recitals
or Issuance of Securities . . . . . . . . . 71
SECTION 604. May Hold Securities . . . . . . . . . . . . 71
SECTION 605. Money Held in Trust . . . . . . . . . . . . 71
SECTION 606. Compensation and Reimbursement. . . . . . . 72
SECTION 607. Conflicting Interests . . . . . . . . . . . 72
SECTION 608. Corporate Trustee Required; Eligibility;
Conflicting Interests . . . . . . . . . . . 73
SECTION 609. Resignation and Removal; Appointment
of Successor 73
SECTION 610. Acceptance of Appointment by Successor. . . 75
SECTION 611. Merger, Conversion, Consolidation or
Succession to Business. . . . . . . . . . . 76
SECTION 612. Appointment of Authenticating Agent . . . . 77
SECTION 613. Preferential Collection of Claims
Against Company . . . . . . . . . . . . . . 78

ARTICLE SEVEN

HOLDERS' LISTS AND REPORTS BY TRUSTEE AND COMPANY

SECTION 701. Disclosure of Names and Addresses of
Holders . . . . . . . . . . . . . . . . . . 79
SECTION 702. Reports by Trustee. . . . . . . . . . . . . 79
SECTION 703. Reports by Company. . . . . . . . . . . . . 79

ARTICLE EIGHT

CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE

SECTION 801. Company May Consolidate, Etc., Only on
Certain Terms . . . . . . . . . . . . . . . 80
SECTION 802. Successor Substituted . . . . . . . . . . . 81

ARTICLE NINE

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vii
PAGE

SUPPLEMENTAL INDENTURES

SECTION 901. Supplemental Indentures Without Consent
of Holders. . . . . . . . . . . . . . . . . 81
SECTION 902. Supplemental Indentures with Consent of
Holders . . . . . . . . . . . . . . . . . . 83
SECTION 903. Execution of Supplemental Indentures. . . . 84
SECTION 904. Effect of Supplemental Indentures . . . . . 84
SECTION 905. Conformity with Trust Indenture Act . . . . 84
SECTION 906. Reference in Securities to Supplemental
Indentures. . . . . . . . . . . . . . . . . 84
SECTION 907. Notice of Supplemental Indentures . . . . . 85

ARTICLE TEN

COVENANTS

SECTION 1001. Payment of Principal, Premium, If Any,
and Interest . . . . . . . . . . . . . . . 85
SECTION 1002. Maintenance of Office or Agency. . . . . . 85
SECTION 1003. Money for Securities Payments to Be Held
in Trust . . . . . . . . . . . . . . . . . 87
SECTION 1004. Corporate Existence. . . . . . . . . . . . 89
SECTION 1005. Payment of Taxes and Other Claims. . . . . 89
SECTION 1006. Maintenance of Properties. . . . . . . . . 89
SECTION 1007. Limitation on Indebtedness . . . . . . . . 90
SECTION 1008. Limitation on Liens. . . . . . . . . . . . 90
SECTION 1009. Limitation on Restricted Payments. . . . . 90
SECTION 1010. Limitation on Investments in
Unrestricted Subsidiaries and Affiliates . 91
SECTION 1011. Transactions with Affiliates . . . . . . . 92
SECTION 1012. Provision of Financial Statements. . . . . 92
SECTION 1013. Statement as to Compliance . . . . . . . . 93
SECTION 1014. Waiver of Certain Covenants. . . . . . . . 93

ARTICLE ELEVEN

REDEMPTION OF SECURITIES

SECTION 1101. Applicability of Article . . . . . . . . . 93
SECTION 1102. Election to Redeem; Notice to Trustee. . . 93
SECTION 1103. Selection by Trustee of Securities to Be
Redeemed . . . . . . . . . . . . . . . . . 94
SECTION 1104. Notice of Redemption . . . . . . . . . . . 94
SECTION 1105. Deposit of Redemption Price. . . . . . . . 95
SECTION 1106. Securities Payable on Redemption Date. . . 96
SECTION 1107. Securities Redeemed in Part. . . . . . . . 97

<PAGE>

viii
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ARTICLE TWELVE

SINKING FUNDS

SECTION 1201. Applicability of Article . . . . . . . . . 97
SECTION 1202. Satisfaction of Sinking Fund Payments
with Securities. . . . . . . . . . . . . . 97
SECTION 1203. Redemption of Securities for Sinking Fund. 98

ARTICLE THIRTEEN

REPAYMENT AT OPTION OF HOLDERS

SECTION 1301. Applicability of Article . . . . . . . . . 99
SECTION 1302. Repayment of Securities. . . . . . . . . . 99
SECTION 1303. Exercise of Option . . . . . . . . . . . .100
SECTION 1304. When Securities Presented for Repayment
Become Due and Payable . . . . . . . . . .100
SECTION 1305. Securities Repaid in Part. . . . . . . . .101

ARTICLE FOURTEEN

DEFEASANCE AND COVENANT DEFEASANCE

SECTION 1401. Company's Option to Effect Defeasance or
Covenant Defeasance. . . . . . . . . . . .101
SECTION 1402. Defeasance and Discharge . . . . . . . . .102
SECTION 1403. Covenant Defeasance. . . . . . . . . . . .102
SECTION 1404. Conditions to Defeasance or Covenant
Defeasance . . . . . . . . . . . . . . . .103
SECTION 1405. Deposited Money and Government
Obligations to Be Held in Trust; Other
Miscellaneous Provisions . . . . . . . . .105
SECTION 1406. Reinstatement. . . . . . . . . . . . . . .106

ARTICLE FIFTEEN

MEETINGS OF HOLDERS OF SECURITIES

SECTION 1501. Purposes for Which Meetings May Be Called.106
SECTION 1502. Call, Notice and Place of Meetings . . . .107
SECTION 1503. Persons Entitled to Vote at Meetings . . .107
SECTION 1504. Quorum; Action . . . . . . . . . . . . . .107
SECTION 1505. Determination of Voting Rights; Conduct
and Adjournment of Meetings. . . . . . . .109
SECTION 1506. Counting Votes and Recording Action of
Meetings . . . . . . . . . . . . . . . . .110

<PAGE>

ix
PAGE

TESTIMONIUM . . . . . . . . . . . . . . . . . . . . . . . .112
SIGNATURES AND SEALS . . . . . . . . . . . . . . . . . . . . .112

EXHIBIT A -- List of Restricted Subsidiaries

EXHIBIT B-1 -- Form of Certificate to Be Given by Person Entitled to
Receive Bearer Security or to Obtain Interest Payable Prior
to the Exchange Date

EXHIBIT B-2 -- Form of Certificate to Be Given by Euroclear and Cedel S.A.
in Connection with the Exchange of a Portion of a Temporary
Global Security or to Obtain Interest Payable Prior to the
Exchange Date

<PAGE>

INDENTURE, dated as of December 1, 1997 between Cablevision
Systems Corporation, a Delaware corporation (herein called the "Company"), and
The Bank of New York, a New York banking corporation, as trustee (herein called
the "Trustee").

RECITALS OF THE COMPANY

The Company has duly authorized the execution and delivery of
this Indenture to provide for the issuance from time to time of its senior debt
securities (herein called the "Securities"), to be issued in one or more series
as in this Indenture provided.

This Indenture is subject to the provisions of the Trust
Indenture Act of 1939, as amended, that are required to be part of this
Indenture and shall, to the extent applicable, be governed by such provisions.

All things necessary to make this Indenture a valid agreement of
the Company, in accordance with its terms, have been done.

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 or of series
thereof, 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:

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

(2) 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, and the terms "cash transaction" and
"self-liquidating paper", as used in TIA Section 311, shall have the
meanings assigned to them in the rules of the Commission adopted under the
Trust Indenture Act;

<PAGE>

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

(4) 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.

Certain terms, used principally in Article Three, are defined in
that Article.

"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.

"Act", when used with respect to any Holder, has the meaning
specified in Section 104.

"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" shall have the meaning set forth in Section 315.

"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.

"Authenticating Agent" means any Person appointed by the Trustee
to act on behalf of the Trustee pursuant to Section 611 to authenticate
Securities.

"Authorized Newspaper" means a newspaper, in the English language
or in an official language of the country of publication, customarily published
on each Business Day, whether or not published on Saturdays, Sundays or
holidays, and of general circulation in each place in connection with which the
term is used or in the financial community of each such place. Where successive
publications are required to be made in Authorized

<PAGE>

Newspapers, the successive publications may be made in the same or in different
newspapers in the same city meeting the foregoing requirements and in each case
on any Business Day.

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

"Bank Credit Agreement" means the Fifth Amended and Restated
Credit Agreement, dated as of September 5, 1996, among the Company, the
Restricted Subsidiaries party thereto, the banks party thereto, Toronto Dominion
(Texas), Inc. as agent for the Banks, and Bank of Montreal, Chicago Branch, The
Bank of New York, The Bank of Nova Scotia, The Canadian Imperial Bank of
Commerce and NationsBank of Texas, N.A., as co-agents for the Banks, and the
Credit Agreement, dated as of June 15, 1994, by and among Cablevision MFR, Inc.,
Cablevision of Riverview, Inc. and Cablevision of Monmouth, Inc., the Lenders
from time to time party thereto and NationsBank of Texas, N.A., as
Administrative Lender, both agreements as in effect on the date hereof and as
such agreements may be amended or replaced from time to time.

"Bankruptcy Law" means Title 11, U.S. Code or any similar Federal
or state law for the relief of debtors.

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

"Bearer Security" means any Security except a Registered
Security.

"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" has the meaning specified in Section 304.

"Business Day", when used with respect to any Place of Payment or
any other particular location referred to in this Indenture or in the
Securities, means, unless otherwise specified with respect to any Securities
pursuant to Section 301, each Monday, Tuesday, Wednesday, Thursday and Friday
which is not a day on which banking institutions in that

<PAGE>

Place of Payment or other location are authorized or obligated by law,
regulation or executive order to close.

"Cablevision of NYC" shall mean, collectively, Cablevision
Systems of New York City Corporation, Cablevision of New York City - Phase I
L.P., Cablevision of New York City - Phase II L.P. and Cablevision of New York
City - Phase III L.P.

"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 (i) 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 (ii)
Annualized Operating Cash Flow determined as at the last day of the most recent
month for which financial information is available.

"Cedel" means Cedel Bank, S.A., or its successor.

"Class A Common Stock" means the Class A Common Stock, par value
$.01 per share, of the Company.

"CNYC Agreement" means the Purchase and Reorganization Agreement,
dated as of December 20, 1991, between the Company and Charles F. Dolan, as
amended as of March 28, 1992 and as further amended from time to time.

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

<PAGE>

"Common Depositary" has the meaning specified in Section 305.

"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 Indenture 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 TIA 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 (i) by its Chairman, Chief Executive
Officer, a Vice Chairman, its President or a Vice President and (ii) 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 (i) above
in lieu of being signed by one of such officers or directors listed in such
clause (i) and one of the officers listed in clause (ii) above.

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

"Conversion Date" has the meaning specified in Section 313(d).

"Conversion Event" means the cessation of use of (i) a Foreign
Currency both by the government of the country which issued such Currency and by
a central bank or other public institution of or within the international
banking community for the settlement of transactions other than as a result of
the European Economic and Monetary Union and the adoption or phase in of the
Euro pursuant thereto, or (ii) any currency unit (or composite
currency) including the Euro for the purposes for which it was established.

"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 of execution of this Indenture is located
at 101 Barclay Street, 21st Floor, New York, New York 10286.

<PAGE>

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

"coupon" means any interest coupon appertaining to a Bearer
Security.

"covenant defeasance" has the meaning specified in Section 1403
hereof.

"Cumulative Cash Flow Credit" means the sum of

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

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

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

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

"Cumulative Interest Expense" means, for the period commencing on
July 1, 1988 and ending on the last day of the most recent month preceding the
proposed Restricted Payment for which financial information is available, the
aggregate of the interest expense of the Company and its Restricted Subsidiaries
for such period, determined on a consolidated basis in accordance with GAAP,
including interest expense attributable to Capitalized Lease Obligations.

"Currency" means any currency or currencies, composite currency
or currency unit or currency units, including, without limitation, the Euro,
issued by the government of one or more countries or by any recognized
confederation or association of such governments.

<PAGE>

"Custodian" means any receiver, trustee, assignee, liquidator,
sequestrator or similar officer under any Bankruptcy Law.

"Debt" with respect to any Person means, without duplication, any
liability, whether or not contingent, (i) in respect of borrowed money or
evidenced by bonds, notes, debentures or similar instruments or letters of
credit (or reimbursement agreements in respect thereto), but excluding
reimbursement obligations under any surety bond, (ii) 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, (iii) under Interest Swap Agreements (as defined in the Bank Credit
Agreement) entered into pursuant to the Bank Credit Agreement, (iv) 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 GAAP)
or (v) guarantees of items of other Persons which would be included within this
definition for such other Persons (whether or not the guarantee would appear on
such balance sheet). "Debt" does not include (i) Disqualified Stock, (ii) any
liability for federal, state or other taxes owed or owing by such Person or
(iii) 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 which is, or after notice or passage of
time or both would be, an Event of Default.

"Defaulted Interest" has the meaning specified in Section 308
hereof.

"defeasance" has the meaning specified in Section 1402 hereof.

"Depository" has the meaning specified in Section 304.

"Disqualified Stock" means, with respect to any series of
Securities, 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 such Securities.

"Dollar" or "$" means a dollar or other equivalent unit in such
coin or currency of the United States of America as at the time shall be legal
tender for the payment of public and private debts.

<PAGE>

"Dollar" or "$" means a dollar or other equivalent unit in such
coin or currency of the United States of America as at the time shall be legal
tender for the payment of public and private debts.

"Dollar Equivalent of the Currency Unit" has the meaning
specified in Section 313(g).

"Dollar Equivalent of the Foreign Currency" has the meaning
specified in Section 313(f).

"Euro" means the single currency for those member states of the
European Union that satisfy certain criteria set forth in the Treaty of Rome, as
amended by the Treaty on European Union.

"Election Date" has the meaning specified in Section 313(h).

"Euroclear" means Morgan Guaranty Trust Company of New York,
Brussels Office, or its successor as operator of the Euroclear System.

"Event of Default" has the meaning specified in Section 501.

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

"Exchange Date" has the meaning specified in Section 304.

"Exchange Rate Agent" means, with respect to Securities of or
within any series, unless otherwise specified with respect to any Securities
pursuant to Section 301, a New York Clearing House bank, designated pursuant to
Section 301 or Section 313.

"Exchange Rate Officers' Certificate" means a tested telex or a
certificate setting forth (i) the applicable Market Exchange Rate and (ii) the
Dollar or Foreign Currency amounts of principal (and premium, if any) and
interest, if any (on an aggregate basis and on the basis of a Security having
the lowest denomination principal amount determined in accordance with
Section 302 in the relevant Currency), payable with respect to a Security of any
series on the basis of such Market Exchange Rate, sent (in the case of a telex)
or signed (in the case of a certificate) by the Chairman, Chief Executive
Officer, a Vice Chairman, the President, a Vice President or the Treasurer of
the Company.

"Extension Notice" and "Extension Period" shall have the meanings
specified in Section 309.

"Final Maturity" has the meaning specified in Section 309.

<PAGE>

"Foreign Currency" means any Currency other than Currency of the
United States.

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

"Global Securities" means one or more Securities evidencing all
or part of the Securities to be issued as Book-Entry Securities, issued to the
Depository in accordance with Section 301 and bearing the legend prescribed in
Section 204.

"Government Obligations" means, unless otherwise specified with
respect to any series of Securities pursuant to Section 301, securities which
are (i) direct obligations of the government which issued the Currency in which
the Securities of a particular series are payable or (ii) obligations of a
Person controlled or supervised by and acting as an agency or instrumentality of
the government which issued the Currency in which the Securities of such series
are payable, the payment of which is unconditionally guaranteed by such
government, which, in either case, are full faith and credit obligations of such
government payable in such Currency and are not callable or redeemable at the
option of the issuer thereof and shall also include a depository receipt issued
by a bank or trust company as custodian with respect to any such Government
Obligation or a specific payment of interest on or principal of any such
Government Obligation held by such custodian for the account of the holder of a
depository receipt; PROVIDED that (except as required by law) such custodian is
not authorized to make any deduction from the amount payable to the holder of
such depository receipt from any amount received by the custodian in respect of
the Government Obligation or the specific payment of interest or principal of
the Government Obligation evidenced by such depository receipt.

"guarantee" means, as applied to any obligation, (i) 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 (ii) 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.

<PAGE>

"Holder" means, in the case of a Registered Security, the Person
in whose name a Security is registered in the Security Register and, in the case
of a Bearer Security, the bearer thereof and, when used with respect to any
coupon, shall mean the bearer thereof.

"incorporated provision" has the meaning specified in Section
107.

"Indebtedness" with respect to any Person, means the Debt of such
Person; PROVIDED, HOWEVER, that, with respect to the Company, the "Minimum
Payment" or the "Preferred Payment" as defined in and pursuant to the CNYC
Agreement, payable by a Subsidiary and guaranteed by the Company as a result of
the acquisition of Cablevision of NYC, shall not be deemed to be "Indebtedness"
so long as the Company and such Subsidiary are permitted to make such payment in
one or more classes of the Company's Capital Stock (other than Disqualified
Stock) pursuant to the terms of the CNYC Agreement and the Company and the
Restricted Subsidiaries are prohibited from making such payment in cash, debt
securities, Disqualified Stock or any combination thereof pursuant to the terms
of any mortgage, indenture, credit agreement or other instrument that secures or
evidences Indebtedness for money borrowed or guaranteed by the Company or a
Restricted Subsidiary in an aggregate amount of $10,000,000 or more; 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, and shall include the terms
of particular series of Securities established as contemplated by Section 301;
PROVIDED, HOWEVER, that, if at any time more than one Person is acting as
Trustee under this instrument, "Indenture" shall mean, with respect to any one
or more series of Securities for which such Person is Trustee, this instrument
as originally executed or 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 and shall include the terms of particular series of
Securities for which such Person is Trustee established as contemplated by
Section 301, exclusive, however, of any provisions or terms which relate solely
to other series of Securities for which such Person is not Trustee, regardless
of when such terms or provisions were adopted, and exclusive of any provisions
or terms adopted by means of one or more indentures supplemental hereto executed
and delivered after such Person had become such Trustee but to which such
Person, as such Trustee, was not a party.

<PAGE>

"Indexed Security" means a Security the terms of which provide
that the principal amount thereof payable at Stated Maturity may be more or less
than the principal face amount thereof at original issuance.

"interest", when used with respect to an Original Issue Discount
Security which by its terms bears interest only after Maturity, means interest
payable after Maturity at the rate prescribed in such Original Issue Discount
Security.

"Interest Payment Date", when used with respect to any series of
Securities, means the Stated Maturity of an installment of interest on such
Securities.

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

"Investment" means any advance, loan, account receivable (other
than an account receivable arising in the ordinary course of business) or other
extension of credit (excluding, however, accrued and unpaid interest in respect
of any advance, loan or other extension of credit) or any capital contribution
to (by means of transfers of property to others, or 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 (i) 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 (ii) 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

<PAGE>

interest of a vendor or lessor under a conditional sale agreement, capital lease
or other title retention agreement.

"Mandatorily Redeemable Preferred Stock" means the Company's
Series H Redeemable Exchangeable Preferred Stock, Series M Redeemable
Exchangeable Preferred Stock and any other series of Capital Stock of the
Company that is Disqualified Stock outstanding at the time of issuance of the
applicable series of Securities and any series of Preferred Stock of the Company
issued in exchange for, or the proceeds of which are used to repurchase, redeem,
defease or otherwise acquire, all or any portion of the Series H Redeemable
Exchangeable Preferred Stock, Series M Redeemable Exchangeable Preferred Stock
or any other Mandatorily Redeemable Preferred Stock.

"mandatory sinking fund payment" shall have the meaning specified
in Section 1201.

"Market Exchange Rate" means, unless otherwise specified with
respect to any Securities pursuant to Section 301, (i) for any conversion
involving a currency unit on the one hand and Dollars or any Foreign Currency on
the other, the exchange rate between the relevant currency unit and Dollars or
such Foreign Currency calculated by the method specified pursuant to Section 301
for the Securities of the relevant series, (ii) for any conversion of Dollars
into any Foreign Currency, the noon (New York City time) buying rate for such
Foreign Currency for cable transfers quoted in New York City as certified for
customs purposes by the Federal Reserve Bank of New York and (iii) for any
conversion of one Foreign Currency into Dollars or another Foreign Currency, the
spot rate at noon local time in the relevant market at which, in accordance with
normal banking procedures, the Dollars or Foreign Currency into which conversion
is being made could be purchased with the Foreign Currency from which conversion
is being made from major banks located in either New York City, London or any
other principal market for Dollars or such purchased Foreign Currency, in each
case determined by the Exchange Rate Agent. Unless otherwise specified with
respect to any Securities pursuant to Section 301, in the event of the
unavailability of any of the exchange rates provided for in the foregoing
clauses (i), (ii) and (iii), the Exchange Rate Agent shall use, in its sole
discretion and without liability on its part, such quotation of the Federal
Reserve Bank of New York as of the most recent available date, or quotations
from one or more major banks in New York City, London or another principal
market for the Currency in question, or such other quotations as the Exchange
Rate Agent shall deem appropriate. Unless otherwise specified by the Exchange
Rate Agent, if there is more than one market for dealing in any Currency by
reason of foreign exchange regulations or otherwise, the market to be used in
respect of such Currency shall be that upon which a non-resident issuer of
securities designated in such Currency would purchase such Currency in order to
make payments in respect of such securities.

<PAGE>

"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, notice of redemption, notice of option to elect repayment or
otherwise.

"Notice of Default" shall have the meaning specified in Section
501.

"Officers' Certificate" means a certificate signed by (i) the
Chairman, Chief Executive Officer, a Vice Chairman, the President, a Vice
President or the Treasurer of the Company and (ii) 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 (i) above in lieu of being signed by one of such officers or directors
listed in such clause (i) and one of the officers listed in clause (ii) above.

"Operating Cash Flow" means, for any period, the sum of the
following for the Company and the Restricted Subsidiaries for such period,
determined on a consolidated basis in accordance with generally accepted
accounting principles (except for the amortization of deferred installation
income which shall be excluded from the calculation of Operating Cash Flow for
all purposes of this Indenture): (i) aggregate operating revenues MINUS
(ii) 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 writeoff
or writedown 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, and who shall be acceptable to the Trustee. Each
such opinion shall include the statements provided for in TIA Section 314(e) to
the extent applicable.

"Option to Elect Repayment" shall have the meaning specified in
Section 1303.

"Optional Reset Date" shall have the meaning specified in Section
308.

"optional sinking fund payment" shall have the meaning specified
in Section 1201.

<PAGE>

"Original Issue Discount Security" means any Security which
provides for an amount less than the principal amount thereof to be due and
payable upon a declaration of acceleration of the Maturity thereof pursuant to
Section 502.

"Original Stated Maturity" shall have the meaning specified in
Section 309.

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

(i) Securities theretofore cancelled by the Trustee or delivered
to the Trustee for cancellation;

(ii) Securities, or portions thereof, for whose payment,
purchase, redemption or repayment at the option of the Holder 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 and any coupons appertaining thereto;
PROVIDED that, if such Securities are to be redeemed, notice of such
redemption has been duly given pursuant to this Indenture or provision
therefor satisfactory to the Trustee has been made;

(iii) Securities, except to the extent provided in Sections
1402 and 1403, with respect to which the Company has effected defeasance
and/or covenant defeasance as provided in Article Fourteen; and

(iv) Securities paid pursuant to Section 307 or Securities in
exchange for or in lieu of which other Securities have been authenticated
and delivered pursuant to this Indenture, other than any such Securities in
respect of which there shall have been presented to the Trustee proof
satisfactory to it that such Securities are held by a bona fide purchaser
in whose hands such 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 or are present at a meeting of Holders
for quorum purposes, and for the purpose of making the calculations required by
TIA Section 313, (i) the principal amount of an Original Issue Discount Security
that may be counted in making such determination or calculation and that shall
be deemed to be Outstanding for such purpose shall be equal to the amount of
principal thereof that would be (or shall have been declared to be) due and
payable, at the time of such determination, upon a declaration of acceleration
of the maturity thereof pursuant to Section 502, (ii) the principal amount of
any Security denominated in a

<PAGE>

Foreign Currency that may be counted in making such determination or calculation
and that shall be deemed Outstanding for such purpose shall be equal to the
Dollar equivalent, determined as of the date such Security is originally issued
by the Company as set forth in an Exchange Rate Officers' Certificate delivered
to the Trustee, of the principal amount (or, in the case of an Original Issue
Discount Security, the Dollar equivalent as of such date of original issuance of
the amount determined as provided in clause (i) above) of such Security,
(iii) the principal amount of any Indexed Security that may be counted in making
such determination or calculation and that shall be deemed outstanding for such
purpose shall be equal to the principal face amount of such Indexed Security at
original issuance, unless otherwise provided with respect to such Security
pursuant to Section 301, and (iv) Securities owned by the Company or any other
obligor upon the Securities or any Affiliate of the Company or of such other
obligor shall be disregarded and deemed not to be Outstanding, except that, in
determining whether the Trustee shall be protected in making such calculation or
in relying upon any such request, demand, authorization, direction, notice,
consent or waiver, only Securities which 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 (including the Company acting as
Paying Agent) authorized by the Company to pay the principal of (or premium, if
any) or interest, if any, on any Securities on behalf of the Company.

"Permitted Liens" means the following types of Liens:

(a) Liens existing on the applicable issuance date of Securities
of a series;

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

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

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

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

<PAGE>

(f) Liens securing the Securities;

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

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

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

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

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

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

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

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

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

<PAGE>

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

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

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

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

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

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

"Place of Payment" means, when used with respect to the
Securities of or within any series, the place or places where the principal of
(and premium, if any) and interest, if any, on such Securities are payable as
specified as contemplated by Sections 301 and 1002.

<PAGE>

"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 307 in exchange for a
mutilated Security or in lieu of a destroyed, lost or stolen Security or a
Security to which a mutilated, destroyed, lost or stolen coupon appertains shall
be deemed to evidence the same debt as the mutilated, destroyed, lost or stolen
Security or the Security to which the mutilated, destroyed, lost or stolen
coupon appertains, as the case may be.

"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.

"Receivables and Related Assets" means (i) 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, (ii)
equipment, (iii) inventory and (iv) proceeds of all of the foregoing.

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

"Redemption Price", when used with respect to any Security to be
redeemed, means the price at which it is to be redeemed pursuant to this
Indenture.

"redesignation of a Restricted Subsidiary" has the meaning
specified in Section 1010 hereof.

"Refinancing Indebtedness" means, with respect to any series of
Securities, 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 such Securities, so long as any such new Indebtedness
(i) is made subordinate to such Securities at least to the same extent as the
Indebtedness being refinanced and (ii) does not have (x) an Average Life less
than the Average Life of the Indebtedness being refinanced, (y) a final
scheduled maturity earlier than the final scheduled maturity of the Indebtedness
being refinanced, or (z) 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 Security" means any Security registered in the
Security Register.

<PAGE>

"Regular Record Date" for the interest payable on any Interest
Payment Date on the Registered Securities of or within any series means the date
specified for that purpose as contemplated by Section 301.

"Repayment Date" means, when used with respect to any Security to
be repaid at the option of the Holder, the date fixed for such repayment
pursuant to this Indenture.

"Repayment Price" means, when used with respect to any Security
to be repaid at the option of the Holder, the price at which it is to be repaid
pursuant to this Indenture.

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

"Restricted Payment" means, with respect to any series of
Securities,

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

(b) any direct or indirect payment to redeem, purchase, defease
or otherwise acquire or retire for value, or permit any 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 such Securities; PROVIDED, HOWEVER, that any direct
or indirect payment to redeem, purchase, defease or otherwise acquire or
retire for value, or permit any 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 such 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

<PAGE>

acquire Capital Stock of the Company or (y) any source of funds other than
the incurrence of Indebtedness;

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

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

"Restricted Subsidiary" means any Subsidiary, whether existing on
the date hereof or created subsequent hereto, designated from time to time by
the Company as a "Restricted Subsidiary" and the initial Restricted Subsidiaries
designated by the Company are set forth on Exhibit A; PROVIDED, HOWEVER, that no
Subsidiary that is not a Securitization Subsidiary can be or remain so
designated unless (i) 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 (ii) such Subsidiary is not
restricted, pursuant to the terms of any loan agreement, note, indenture or
other evidence of indebtedness, from (a) 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, (b)
making any loans or advances to the Company or any Restricted Subsidiary or (c)
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 are directly impacted by the taking of the action (E.G., the
payment of a dividend) itself (such as a debt to cash flow test) would not be
deemed to be a restriction on the foregoing actions); and PROVIDED FURTHER that
the Company may, from time to time, redesignate any Restricted Subsidiary as an
Unrestricted Subsidiary in accordance with Section 1010.

<PAGE>

"Securities" has the meaning stated in the first recital of this
Indenture and more particularly means any Securities authenticated and delivered
under this Indenture; PROVIDED, HOWEVER, that if at any time there is more than
one Person acting as Trustee under this Indenture, "Securities" with respect to
the Indenture as to which such Person is Trustee shall have the meaning stated
in the first recital of this Indenture and shall more particularly mean
Securities authenticated and delivered under this Indenture, exclusive, however,
of Securities of any series as to which such Person is not Trustee.

"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 (i)
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 (ii) none of the Company or any other Restricted Subsidiary has any
obligation to maintain or preserve such Securitization Subsidiary's financial
condition.

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

"Senior Debt" 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 Debt shall not include (u) 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 Senior Debt Securities of a
Series, (ii) 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, (iii) 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 of the Company or (iv) 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.

"Senior Indebtedness" means, with respect to the Securities of
any series except as otherwise provided pursuant to Section 301 of this
Indenture, the principal, premium, if any, interest (including post-petition
interest in any proceeding under any Bankruptcy Law, whether or not such
interest is an allowed claim enforceable against the debtor in a proceeding
under such Bankruptcy Law), penalties, fees and other liabilities payable with
respect to (i) all Debt of the Company, other than the Company's 9-1/4% Senior
Subordinated Notes due 2005, 9-7/8% Senior Subordinated Notes due 2006, 9-7/8%
Senior Subordinated Debentures due 2013, 10-1/2% Senior Subordinated Debentures
due

<PAGE>

2016 and 9-7/8% Senior Subordinated Debentures due 2023, whether outstanding on
the date of this Indenture or thereafter created, incurred or assumed, which is
(x) for money borrowed, (y) evidenced by a note or similar instrument given in
connection with the acquisition of any businesses, properties or assets of any
kind or (z) in respect of any Capitalized Lease Obligations and (ii) all
renewals, extensions, refundings, increases or refinancings thereof, unless, in
the case of (i) or (ii) above, the instrument under which the Debt is created,
incurred, assumed or guaranteed expressly provides that such Debt is subordinate
in right of payment to Senior Debt of the Company. Notwithstanding anything to
the contrary contained herein, "Senior Indebtedness" shall mean and include all
amounts of Senior Indebtedness that are such by virtue of clause (i) or (ii) of
the foregoing definition that are repaid by the Company and subsequently
recovered from the holder of such Senior Indebtedness under any applicable
Bankruptcy Laws or otherwise (other than by reason of some wrongful conduct on
the part of the holders of such Debt).

"Series C Preferred Stock" has the meaning specified in Section
1009.

"Special Record Date" means a date fixed by the Trustee for the
payment of any Defaulted Interest pursuant to Section 308.

"Stated Maturity", when used with respect to any Security or any
installment of principal thereof or interest thereon, means the date specified
in such Security or a coupon representing such installment of interest as the
fixed date on which the principal of such Security or such installment of
principal or interest is due and payable, as such date may be extended pursuant
to the provisions of Section 309.

"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 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.

"Subsequent Interest Period" shall have the meaning specified in
Section 308.

"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

<PAGE>

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.

"successor" shall have the meaning set forth in Section 801
hereof.

"Trust Indenture Act" or "TIA" means the Trust Indenture Act
of 1939, as amended, and as in force at the date as of which this Indenture was
executed, except as provided in Section 905.

"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 or include each Person who is then a Trustee hereunder;
PROVIDED, HOWEVER, that if at any time there is more than one such Person,
"Trustee" as used with respect to the Securities of any series shall mean only
the Trustee with respect to Securities of that series.

"United States" means, unless otherwise specified with respect to
any Securities pursuant to Section 301, the United States of America (including
the states and the District of Columbia), its territories, its possessions and
other areas subject to its jurisdiction.

"United States person" means, unless otherwise specified with
respect to any Securities pursuant to Section 301, an individual who is a
citizen or resident of the United States, a corporation, partnership or other
entity created or organized in or under the laws of the United States or an
estate or trust the income of which is subject to United States Federal income
taxation regardless of its source.

"Unrestricted Subsidiary" means any Subsidiary which is not a
Restricted Subsidiary.

"Valuation Date" has the meaning specified in Section 313(c).

"Vice President", when used with respect to the Company or the
Trustee, means any vice president, whether or not designated by a number or a
word or words added before or after the title "vice president".

"Voting Stock" means any Capital Stock having voting power under
ordinary circumstances to vote in the election of a majority of the board of
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).

<PAGE>

"Yield to Maturity" means the yield to maturity, computed at the
time of issuance of a Security (or, if applicable, at the most recent
redetermination of interest on such Security) and as set forth in such Security
in accordance with generally accepted United States bond yield computation
principles.

SECTION 102. COMPLIANCE CERTIFICATES AND OPINIONS.

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

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

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

(2) 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;

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

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

SECTION 103. FORM OF DOCUMENTS DELIVERED TO TRUSTEE.

<PAGE>

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 104. 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 of the Outstanding Securities of all series or one or more series, as
the case may be, may be embodied in and evidenced by one or more instruments of
substantially similar tenor signed by such Holders in person or by agents duly
appointed in writing. If Securities of a series are issuable as Bearer
Securities, any request, demand, authorization, direction, notice, consent,
waiver or other action provided by this Indenture to be given or taken by
Holders of such series may, alternatively, be embodied in and evidenced by the
record of Holders of Securities of such series voting in favor thereof, either
in person or by proxies duly appointed in writing, at any meeting of Holders of
Securities of such series duly called and held in accordance with the provisions
of Article Fifteen, or a combination of such instruments and any such record.
Except as herein otherwise expressly provided, such action shall become
effective when such instrument or instruments or record or both are delivered to
the Trustee and, where it is hereby expressly required, to the Company. Such
instrument or instruments and any such record (and the action embodied therein
and evidenced thereby) are herein sometimes referred to as the "Act" of the
Holders signing such instrument or instruments or so voting at any such meeting.
Proof of execution of any such instrument or of a writing appointing any such
agent, or of the holding by any Person of a Security, shall be sufficient for
any purpose of this Indenture and (subject to TIA Section 315) conclusive in
favor of the Trustee and the Company, if made in the manner provided in this
Section. The record of any meeting of Holders of Securities shall be proved in
the manner provided in Section 1506.

<PAGE>

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

(d) The principal amount and serial numbers of Bearer Securities
held by any Person, and the date of holding the same, may be proved by the
production of such Bearer Securities or by a certificate executed, as
depositary, by any trust company, bank, banker or other depositary, wherever
situated, if such certificate shall be deemed by the Trustee to be satisfactory,
showing that at the date therein mentioned such Person had on deposit with such
depositary, or exhibited to it, the Bearer Securities therein described; or such
facts may be proved by the certificate or affidavit of the Person holding such
Bearer Securities, if such certificate or affidavit is deemed by the Trustee to
be satisfactory. The Trustee and the Company may assume that such ownership of
any Bearer Security continues until (1) another certificate or affidavit bearing
a later date issued in respect of the same Bearer Security is produced, or
(2) such Bearer Security is produced to the Trustee by some other Person, or
(3) such Bearer Security is surrendered in exchange for a Registered Security,
or (4) such Bearer Security is no longer Outstanding. The principal amount and
serial numbers of Bearer Securities held by any Person, and the date of holding
the same, may also be proved in any other manner that the Trustee deems
sufficient.

(e) If the Company shall solicit from the Holders of Registered
Securities 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 TIA 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 that 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.

<PAGE>

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

SECTION 105. 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,

(1) 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, to or with the Trustee at its Corporate
Trust Office, Attention: Corporate Trust Trustee Administration; or

(2) 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, One Media
Crossways, Woodbury, New York 11797, Attention: Secretary, or at any other
address previously furnished in writing to the Trustee by the Company.

SECTION 106. NOTICE TO HOLDERS; WAIVER.

Where this Indenture provides for notice of any event to Holders
of Registered Securities by the Company or the Trustee, 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 of Registered Securities 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 of Registered Securities or the sufficiency of any
notice to Holders of Bearer Securities given as provided. Any notice mailed to
a Holder in the aforesaid manner shall be conclusively deemed to have been
received by such Holder, whether or not such Holder actually receives such
notice.

In case, by reason of the suspension of or irregularities in
regular mail service or by reason of any other cause, it shall be impractical to
mail notice of any event to Holders

<PAGE>

of Registered Securities when such notice is required to be given pursuant to
any provision of this Indenture, then any manner of giving such notice as shall
be satisfactory to the Trustee shall be deemed to be sufficient giving of such
notice for every purpose hereunder.

Except as otherwise expressly provided herein or otherwise
specified with respect to any Securities pursuant to Section 301, where this
Indenture provides for notice to Holders of Bearer Securities of any event, such
notice shall be sufficiently given to Holders of Bearer Securities if published
in an Authorized Newspaper in The City of New York and in such other city or
cities as may be specified in such Securities on a Business Day at least twice,
the first such publication to be not earlier than the earliest date, and not
later than the latest date, prescribed for the giving of such notice. Any such
notice shall be deemed to have been given on the date of the first such
publication.

In case, by reason of the suspension of publication of any
Authorized Newspaper or Authorized Newspapers or by reason of any other cause,
it shall be impracticable to publish any notice to Holders of Bearer Securities
as provided above, then such notification to Holders of Bearer Securities as
shall be given with the approval of the Trustee shall constitute sufficient
notice to such Holders for every purpose hereunder. Neither the failure to give
notice by publication to Holders of Bearer Securities as provided above, nor any
defect in any notice so published, shall affect the sufficiency of such notice
with respect to other Holders of Bearer Securities or the sufficiency of any
notice to Holders of Registered Securities given as provided herein.

Any request, demand, authorization, direction, notice, consent or
waiver required or permitted under this Indenture shall be in the English
language, except that any published notice may be in an official language of the
country of publication.

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.

SECTION 107. 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 TIA 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 TIA
Sections, such imposed duties or incorporated provision shall control. If any
provision of this Indenture modifies or excludes any provision of the

<PAGE>

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 108. 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 109. SUCCESSORS AND ASSIGNS.

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

SECTION 110. SEPARABILITY CLAUSE.

In case any provision in this Indenture or in any Security or
coupon 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 111. BENEFITS OF INDENTURE.

Nothing in this Indenture or in the Securities or coupons,
express or implied, shall give to any Person, other than the parties hereto, any
Authenticating Agent, any Paying Agent, any Securities Registrar, any holders of
Senior Indebtedness and their successors hereunder and the Holders of Securities
or coupons, any benefit or any legal or equitable right, remedy or claim under
this Indenture.

SECTION 112. GOVERNING LAW.

This Indenture and the Securities and coupons 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 113. LEGAL HOLIDAYS.

<PAGE>

premium, if any) or interest, if any, need not be made at such Place of Payment
on such date, but may be made on the next succeeding Business Day at such Place
of Payment with the same force and effect as if made on the Interest Payment
Date or Redemption Date or sinking fund payment date, or at the Stated Maturity
or Maturity; PROVIDED that no interest shall accrue for the period from and
after such Interest Payment Date, Redemption Date, sinking fund payment date,
Stated Maturity or Maturity, as the case may be.

SECTION 114. NO RECOURSE AGAINST OTHERS.

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

ARTICLE TWO

SECURITY FORMS

SECTION 201. FORMS GENERALLY.

The Registered Securities, if any, of each series and the Bearer
Securities, if any, of each series and related coupons shall be in substantially
the forms as shall be established by or pursuant to a Board Resolution or in one
or more indentures supplemental hereto, in each case with such appropriate
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
or coupons, as evidenced by their execution of the Securities or coupons. If
the forms of Securities or coupons of any series are established by action taken
pursuant to a Board Resolution, a copy of an appropriate record of such action
shall be certified by the Secretary or an Assistant Secretary of the Company and
delivered to the Trustee at or prior to the delivery of the Company Order
contemplated by Section 303 for the authentication and delivery of such
Securities or coupons. 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.

Unless otherwise specified as contemplated by Section 301,
Securities in bearer form shall have interest coupons attached.

<PAGE>

The Trustee's certificate of authentication on all Securities
shall be in substantially the form set forth in this Article.

The definitive Securities and coupons shall be printed,
lithographed or engraved on steel-engraved borders or may be produced in any
other manner, all as determined by the officers of the Company executing such
Securities, as evidenced by their execution of such Securities or coupons.

SECTION 202. FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATION.

Subject to Section 612, the Trustee's certificate of
authentication shall be in substantially the following form:

TRUSTEE'S CERTIFICATE OF AUTHENTICATION

Dated: ____________________

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

THE BANK OF NEW YORK,
as Trustee

By
-------------------------------
Authorized Signatory

SECTION 203. SECURITIES ISSUABLE IN GLOBAL FORM.

If Securities of or within a series are issuable in global form,
as specified as contemplated by Section 301, then, any such Security shall
represent such of the Outstanding Securities of such series as shall be
specified therein and may provide that it shall represent the aggregate amount
of Outstanding Securities of such series from time to time endorsed thereon and
that the aggregate amount of Outstanding Securities of such series represented
thereby may from time to time be increased or decreased to reflect exchanges.
Any endorsement of a Security in global form to reflect the amount, or any
increase or decrease in the amount, of Outstanding Securities represented
thereby shall be made by the Trustee in such manner and upon instructions given
by such Person or Persons as shall be specified therein or in the Company Order
to be delivered to the Trustee pursuant to Section 303 or Section 305. Subject
to the provisions of Section 303 and, if applicable, Section 305, the Trustee
shall deliver and redeliver any Security in permanent global form in the manner
and upon instructions given by the Person or Persons specified therein or in the
applicable

<PAGE>

Company Order. If a Company Order pursuant to Section 303 or Section 305 has
been, or simultaneously is, delivered, any instructions by the Company with
respect to endorsement or delivery or redelivery of a Security in global form
shall be in writing but need not comply with Section 102 and need not be
accompanied by an Opinion of Counsel.

The provisions of the last sentence of Section 303 shall apply to
any Security represented by a Security in global form if such Security was never
issued and sold by the Company and the Company delivers to the Trustee the
Security in global form together with written instructions (which need not
comply with Section 102 and need not be accompanied by an Opinion of Counsel)
with regard to the reduction in the principal amount of Securities represented
thereby, together with the written statement contemplated by the last sentence
of Section 303.

Notwithstanding the provisions of Section 308, unless otherwise
specified as contemplated by Section 301, payment of principal of (and premium,
if any) and interest, if any, on any Security in permanent global form shall be
made to the Person or Persons specified therein.

Notwithstanding the provisions of Section 310 and except as
provided in the preceding paragraph, the Company, the Trustee and any agent of
the Company and the Trustee shall treat as the Holder of such principal amount
of Outstanding Securities represented by a permanent Global Security (i) in the
case of a permanent Global Security in registered form, the Holder of such
permanent Global Security in registered form, or (ii) in the case of a permanent
Global Security in bearer form, Euroclear or Cedel.

SECTION 204. FORM OF LEGEND FOR BOOK-ENTRY SECURITIES.

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

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

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (55 WATER

<PAGE>

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

ARTICLE THREE

THE SECURITIES

SECTION 301. AMOUNT UNLIMITED; ISSUABLE IN SERIES.

The aggregate principal amount of Securities which may be
authenticated and delivered under this Indenture is unlimited.

The Securities may be issued in one or more series. There shall
be established in one or more Board Resolutions or pursuant to authority granted
by one or more Board Resolutions and, subject to Section 303, set forth in, or
determined in the manner provided in, an Officers' Certificate, or established
in one or more indentures supplemental hereto, prior to the issuance of
Securities of any series, any or all of the following, as applicable (each of
which (except for the matters set forth in clauses (1), (2) and (17) below), if
so provided, may be determined from time to time by the Company with respect to
unissued Securities of the series and set forth in such Securities of the series
when issued from time to time):

(1) the title and ranking of the Securities of the series (which
shall distinguish the Securities of the series from all other series of
Securities);

(2) any limit upon the aggregate principal amount of the
Securities of the series that may be authenticated and delivered under this
Indenture (except for Securities authenticated and delivered upon
registration of transfer of, or in exchange for, or in lieu of, other
Securities of the series pursuant to Section 305, 306, 307, 906, 1107 or
1305);

(3) the Person to whom any interest on the Securities of any
series is payable if other than the Person in whose name the Securities of
such series are registered on the Regular Record Date;

<PAGE>

(4) the date or dates, or the method by which such date or dates
will be determined or extended, on which the principal of the Securities of
the series is payable;

(5) the rate or rates at which the Securities of the series
shall bear interest, if any, or the method by which such rate or rates
shall be determined, the date or dates from which such interest shall
accrue, or the method by which such date or dates shall be determined, the
Interest Payment Dates on which such interest shall be payable and the
Regular Record Date, if any, for the interest payable on any Registered
Security on any Interest Payment Date, or the method by which such date or
dates shall be determined, and the basis upon which interest shall be
calculated if other than on the basis of a 360-day year of twelve 30-day
months;

(6) the place or places, if any, other than or in addition to
the Borough of Manhattan, The City of New York, where the principal of (and
premium, if any) and interest, if any, on Securities of the series shall be
payable, where any Registered Securities of the series may be surrendered
for registration of transfer, where Securities of the series may be
surrendered for exchange, where Securities of the series that are
convertible or exchangeable may be surrendered for conversion or exchange,
as applicable and, if different than the location specified in Section 106,
the place or places where notices or demands to or upon the Company in
respect of the Securities of the series and this Indenture may be served;

(7) the period or periods within which, the events upon the
occurrence of which, the price or prices at which, the Currency in which,
and other terms and conditions upon which Securities of the series may be
redeemed or purchased, in whole or in part, at the option of the Company,
if the Company is to have that option;

(8) the obligation, if any, of the Company to redeem, repay or
purchase Securities of the series pursuant to any sinking fund or analogous
provision or at the option of a Holder thereof, and the period or periods
within which, the price or prices at which, the Currency in which, and
other terms and conditions upon which Securities of the series shall be
redeemed, repaid or purchased, in whole or in part, pursuant to such
obligation;

(9) if other than denominations of $1,000 and any integral
multiple thereof, the denomination or denominations in which any Securities
of the series shall be issuable;

(10) whether the amount of payments of principal of (or premium,
if any) or interest, if any, on the Securities of the series may be
determined with reference to an

<PAGE>

index, formula or other method (which index, formula or method may be
based, without limitation, on one or more Currencies, commodities, equity
indices or other indices), and the manner in which such amounts shall be
determined;

(11) if other than Dollars, the Currency in which payment of the
principal of (or premium, if any) or interest, if any, on the Securities of
the series shall be payable or in which the Securities of the series shall
be denominated and the particular provisions applicable thereto in
accordance with, in addition to or in lieu of any of the provisions of
Section 313 and, if other than New York law, the applicable law for
determination of Currency issues or Currency unit issues;

(12) whether the principal of (or premium, if any) or interest,
if any, on the Securities of the series are to be payable, at the election
of the Company or a Holder thereof, in a Currency other than that in which
such Securities are denominated or stated to be payable, the period or
periods within which (including the Election Date), and the terms and
conditions upon which, such election may be made, and the time and manner
of determining the exchange rate between the Currency in which such
Securities are denominated or stated to be payable and the Currency in
which such Securities are to be so payable, in each case in accordance
with, in addition to or in lieu of any of the provisions of Section 313;

(13) if other than the principal amount thereof, the portion of
the principal amount of Securities of the series that shall be payable upon
declaration of acceleration of the Maturity thereof pursuant to Section 502
or the method by which such portion shall be determined;

(14) if the principal amount of the Securities of the series
payable at the Maturity thereof is not determinable as of any date prior to
such Maturity, the amount which shall be deemed to be the Outstanding
principal amount of the Securities of such series;

(15) any change in the applicability of Sections 1402 and/or 1403
to the Securities of the series and any provisions in modification of, in
addition to or in lieu of any of the provisions of Article Fourteen that
shall be applicable to the Securities of the series;

(16) whether Securities of the series are to be issuable as
Registered Securities, Bearer Securities (with or without coupons) or both,
any restrictions applicable to the offer, sale or delivery of Bearer
Securities, whether any Securities of the series are to be issuable
initially in temporary global form and whether any Securities of the series
are to be issuable in permanent global form with or without coupons and, if
so, whether beneficial owners of interests in any such permanent

<PAGE>

Global Security may exchange such interests for Securities of such series
and of like tenor of any authorized form and denomination and the
circumstances under which any such exchanges may occur, if other than in
the manner provided in Section 306, whether Registered Securities of the
series may be exchanged for Bearer Securities of the series (if permitted
by applicable laws and regulations), whether Bearer Securities of the
series may be exchanged for Registered Securities of such series, and the
circumstances under which and the place or places where any such exchanges
may be made and if Securities of the series are to be issuable in global
form, the identity of any initial depository therefor;

(17) any change in the applicability of the Events of Default
with respect to Securities of the series, whether or not such Events of
Default are consistent with the Events of Default set forth herein;

(18) any deletions from, modifications of or additions to the
covenants (including any deletions from, modifications of or additions to
Section 1014) of the Company with respect to Securities of the series,
whether or not such covenants are consistent with the covenants set forth
herein;

(19) if the Securities of the series are to be secured;

(20) the specific terms of the depository arrangement with
respect to any portion of a series of Securities to be represented by a
Global Security pursuant to Section 304; and

(21) any other terms, conditions, rights and preferences (or
limitations on such rights and preferences) relating to the series (which
terms shall not be inconsistent with the requirements of the Trust
Indenture Act or the provisions of this Indenture).

All Securities of any one series and the coupons appertaining to
any Bearer Securities of such series shall be substantially identical except, in
the case of Registered Securities, as to denomination and except as may
otherwise be provided in or pursuant to such Board Resolution (subject to
Section 303) and set forth in such Officers' Certificate or in any such
indenture supplemental hereto. Not all Securities of any one series need be
issued at the same time, and, unless otherwise provided, a series may be
reopened for issuances of additional Securities of such series.

If any of the terms of the series are established by action taken
pursuant to one or more Board Resolutions, such Board Resolutions shall be
delivered to the Trustee at or prior to the delivery of the Officers'
Certificate setting forth the terms of the series.

<PAGE>

SECTION 302. DENOMINATIONS.

SECTION 303. EXECUTION, AUTHENTICATION, DELIVERY AND DATING.

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

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

At any time and from time to time after the execution and
delivery of this Indenture, the Company may deliver Securities of any series
together with any coupon appertaining thereto, executed by the Company to the
Trustee for authentication, together with a Company Order for the authentication
and delivery of such Securities, and the Trustee in accordance with such Company
Order shall authenticate and make available for delivery such Securities;
PROVIDED, HOWEVER, that, in connection with its original issuance, no Bearer
Security shall be mailed or otherwise delivered to any location in the United
States; and PROVIDED FURTHER that, unless otherwise specified with respect to
any series of Securities pursuant to Section 301, a Bearer Security may be
delivered in connection with its original issuance only if the Person entitled
to receive such Bearer Security shall have furnished a certificate in the form
set forth in Exhibit B-1 to this Indenture, dated no earlier than 15 days prior
to the earlier of the date on which such Bearer Security is delivered and the
date on which any temporary Security first becomes exchangeable for such Bearer
Security in accordance with the terms of such temporary Security and this
Indenture. If any Security shall be represented by a permanent global Bearer
Security, then, for purposes of this Section and Section 305, the notation of a
beneficial owner's interest therein upon original issuance of such Security or
upon exchange of a portion of a temporary Global Security shall be deemed to be
delivery in connection with its original issuance of such beneficial owner's
interest in such permanent Global Security. Except as permitted by Section 307,
the Trustee shall not authenticate and make available for delivery any Bearer
Security unless all

<PAGE>

appurtenant coupons for interest then matured have been detached and cancelled.
If not all the Securities of any series are to be issued at one time and if the
Board Resolution or supplemental indenture establishing such series shall so
permit, such Company Order may set forth procedures acceptable to the Trustee
for the issuance of such Securities and determining terms of particular
Securities of such series such as interest rate, stated maturity, date of
issuance and date from which interest shall accrue.

In authenticating such Securities, and accepting the additional
responsibilities under this Indenture in relation to such Securities, the
Trustee shall be entitled to receive, and (subject to TIA Sections 315(a)
through 315(d)) shall be fully protected in relying upon, an Opinion of Counsel
stating:

(a) that the form or forms of such Securities and any coupons
have been established in conformity with the provisions of this Indenture;

(b) that the terms of such Securities and any coupons have been
established in conformity with the provisions of this Indenture;

(c) that such Securities, together with any coupons appertaining
thereto, when completed by appropriate insertions and executed and
delivered by the Company to the Trustee for authentication in accordance
with this Indenture, authenticated and made available for delivery by the
Trustee in accordance with this Indenture and issued by the Company in the
manner and subject to any conditions specified in such Opinion of Counsel,
will constitute the legal, valid and binding obligations of the Company,
enforceable in accordance with their terms, subject to applicable
bankruptcy, insolvency, reorganization and other similar laws of general
applicability relating to or affecting the enforcement of creditors'
rights, to general equitable principles and to such other qualifications as
such counsel shall conclude do not materially affect the rights of Holders
of such Securities and any coupons;

(d) that all laws and requirements in respect of the execution
and delivery by the Company of such Securities, any coupons and of the
supplemental indentures, if any, have been complied with and that
authentication and delivery of such Securities and any coupons and the
execution and delivery of the supplemental indenture, if any, by the
Trustee will not violate the terms of the Indenture;

(e) that the Company has the corporate power to issue such
Securities and any coupons, and has duly taken all necessary corporate
action with respect to such issuance; and

(f) that the issuance of such Securities and any coupons will
not contravene the articles of incorporation or by-laws of the Company or
result in any violation of

<PAGE>

any of the terms or provisions of any law or regulation or of any
indenture, mortgage or other agreement known to such Counsel by which the
Company is bound.

Notwithstanding the provisions of Section 301 and of the
preceding two paragraphs, if not all the Securities of any series are to be
issued at one time, it shall not be necessary to deliver the Officers'
Certificate otherwise required pursuant to Section 301 or the Company Order and
Opinion of Counsel otherwise required pursuant to the preceding two paragraphs
prior to or at the time of issuance of each Security, but such documents shall
be delivered prior to or at the time of issuance of the first Security of such
series.

The Trustee shall not be required to authenticate and make
available for delivery any such Securities if the issue of such Securities
pursuant to this Indenture will affect the Trustee's own rights, duties or
immunities under the Securities and this Indenture or otherwise in a manner
which is not reasonably acceptable to the Trustee.

Each Registered Security shall be dated the date of its
authentication and each Bearer Security shall be dated as of the date specified
as contemplated by Section 301.

No Security or coupon shall be entitled to any benefit under this
Indenture or be valid or obligatory for any purpose unless there appears on such
Security a certificate of authentication substantially in the form provided for
herein duly executed by the Trustee by manual signature of an authorized
signatory, and such certificate upon any Security shall be conclusive evidence,
and the only evidence, that such Security has been duly authenticated and
delivered hereunder and is entitled to the benefits of this Indenture.
Notwithstanding the foregoing, if any Security shall have been authenticated and
delivered hereunder but never issued and sold by the Company, and the Company
shall deliver such Security to the Trustee for cancellation as provided in
Section 311 together with a written statement (which need not comply with
Section 102 and need not be accompanied by an Opinion of Counsel) stating that
such Security has never been issued and sold by the Company, for all purposes of
this Indenture such Security shall be deemed never to have been authenticated
and delivered hereunder and shall never be entitled to the benefits of this
Indenture.

SECTION 304. BOOK-ENTRY SECURITIES.

(a) The Securities of a series may be issuable in whole or in
part in the form of one or more Global Securities ("Book-Entry Securities")
deposited with, or on behalf of, a Depository (the "Depository"). In the case
of Book-Entry Securities, one or more Global Securities will be issued in a
denomination or aggregate denomination equal to the portion of the aggregate
principal amount of Outstanding Securities of the series to be represented by
such Global Security or Global Securities. Unless otherwise provided as
contemplated by Section 301, the additional provisions set forth in this Section
304 shall apply to Book-Entry Securities.

<PAGE>

(b) Book-Entry Securities will be deposited with, or on behalf
of, the Depository, and registered in the name of the Depository's nominee, for
credit to the respective accounts of institutions that have accounts with the
Depository or its nominee ("Participants"); PROVIDED that Book-Entry Securities
purchased by persons outside the United States may be credited to or through
accounts maintained at the Depository by or on behalf of Euroclear or Cedel.
The accounts to be credited will be designated by the underwriters or agents of
such Securities or, if such Securities are offered and sold directly by the
Company, by the Company. Ownership of beneficial interests in Book-Entry
Securities will be limited to Persons that may hold interests through
Participants and will be shown on records maintained by the Depository or its
nominee for such Book-Entry Security.

Participants shall have no rights under this Indenture or any
indenture supplemental hereto with respect to any Book-Entry Security held on
their behalf by the Depository, or the Trustee as its custodian, or under the
Book-Entry Security, and the Depository may be treated by the Company, the
Trustee and any agent of the Company or the Trustee as the absolute owner of the
Book-Entry Security for all purposes whatsoever. Notwithstanding the foregoing,
nothing in this Indenture or any such indenture supplemental shall prevent the
Company, the Trustee or any agent of the Company or the Trustee from giving
effect to any written certification, proxy or other authorization furnished by
the Depository or impair, as between the Depository and its Participants, the
operation of customary practices governing the exercise of the rights of a
Holder of any Security.

(c) Transfers of Book-Entry Securities shall be limited to
transfers in whole, but not in part, to the Depository, its successors or their
respective nominees. Interests of beneficial owners in Book-Entry Securities
may be transferred or exchanged for Bearer Securities only if (i) the Depository
advises the Trustee in writing that it is no longer willing or able to discharge
properly its responsibilities with respect to such Book-Entry Security and it is
unable to locate a qualified successor, (ii) the Company, at its option, elects
to terminate the book-entry system by executing and delivering to the Trustee
and the Depository a notice to such effect, or (iii) there shall have occurred
and be continuing a Default or Event of Default with respect to the Securities
represented by such Book-Entry Security.

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

<PAGE>

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

(f) The Holder of any Book-Entry Security may grant proxies and
otherwise authorize any person, including Participants and Persons that may hold
interests through Participants, to take any action which a Holder is entitled to
take under the applicable Indenture or the Securities.

SECTION 305. TEMPORARY SECURITIES.

Pending the preparation of definitive Securities of any series,
the Company may execute, and upon Company Order the Trustee shall authenticate
and deliver, temporary Securities which are typewritten, printed, lithographed,
engraved or otherwise produced by any combination of these methods, in any
authorized denomination, substantially of the tenor of the definitive Securities
in lieu of which they are issued, in registered form or, if authorized, in
bearer form with one or more coupons or without coupons, and with such
appropriate insertions, omissions, substitutions and other variations as the
officers executing such Securities may determine, as evidenced by their
execution of such Securities. Such temporary Securities may be in global form.

Except in the case of temporary Securities in global form that
are not issued as Book-Entry Securities as provided in Section 304 (which shall
be exchanged in accordance with the provisions of the following paragraphs), if
temporary Securities of any series are issued, the Company will cause definitive
Securities of that series to be prepared without unreasonable delay. After the
preparation of definitive Securities of such series, the temporary Securities of
such series shall be exchangeable for definitive Securities of such series upon
surrender of the temporary Securities of such series at the office or agency of
the Company in a Place of Payment for that series, without charge to the Holder.
Upon surrender for cancellation of any one or more temporary Securities of any
series (accompanied by any unmatured coupons appertaining thereto), the Company
shall execute and the Trustee shall authenticate and deliver in exchange
therefor a like principal amount of definitive Securities of the same series of
authorized denominations; PROVIDED, HOWEVER, that no Bearer Security shall be
delivered in exchange for a temporary Registered Security; and PROVIDED FURTHER
that a Bearer Security shall be delivered in exchange for a temporary Bearer
Security only in compliance with the conditions set forth in Section 303. Until
so exchanged the temporary Securities of any series shall in all respects be
entitled to the same benefits under this Indenture as definitive Securities of
such series.

<PAGE>

If temporary Securities of any series are issued in global form
(other than Securities issued as Book-Entry Securities as provided in Section
304), any such temporary Global Security shall, unless otherwise provided
therein, be delivered to the London office of a depositary or common depositary
(the "Common Depositary"), for the benefit of Euroclear and Cedel, for credit to
the respective accounts of the beneficial owners of such Securities (or to such
other accounts as they may direct).

Without unnecessary delay but in any event not later than the
date specified in, or determined pursuant to the terms of, any such temporary
Global Security that is not issued as a Book-Entry Security as provided in
Section 304 (the "Exchange Date"), the Company shall deliver to the Trustee
definitive Securities, in aggregate principal amount equal to the principal
amount of such temporary Global Security, executed by the Company. On or after
the Exchange Date such temporary Global Security shall be surrendered by the
Common Depositary to the Trustee, as the Company's agent for such purpose, to be
exchanged, in whole or from time to time in part, for definitive Securities
without charge and the Trustee shall authenticate and deliver, in exchange for
each portion of such temporary Global Security, an equal aggregate principal
amount of definitive Securities of the same series of authorized denominations
and of like tenor as the portion of such temporary Global Security to be
exchanged. The definitive Securities to be delivered in exchange for any such
temporary Global Security shall be in bearer form, registered form, permanent
global bearer form or permanent global registered form, or any combination
thereof, as specified as contemplated by Section 301, and, if any combination
thereof is so specified, as requested by the beneficial owner thereof; PROVIDED,
HOWEVER, that, unless otherwise specified in such temporary Global Security,
upon such presentation by the Common Depositary, such temporary Global Security
is accompanied by a certificate dated the Exchange Date or a subsequent date and
signed by Euroclear as to the portion of such temporary Global Security held for
its account then to be exchanged and a certificate dated the Exchange Date or a
subsequent date and signed by Cedel as to the portion of such temporary Global
Security held for its account then to be exchanged, each in the form set forth
in Exhibit B-2 to this Indenture (or in such other form as may be established
pursuant to Section 301); and PROVIDED FURTHER that Bearer Securities shall be
delivered in exchange for a portion of a temporary Global Security only in
compliance with the requirements of Section 303.

Unless otherwise specified in such temporary Global Security that
is not issued as a Book-Entry Security as provided in Section 304, the interest
of a beneficial owner of Securities of a series in a temporary Global Security
shall be exchanged for definitive Securities of the same series and of like
tenor following the Exchange Date when the account holder instructs Euroclear or
Cedel, as the case may be, to request such exchange on his behalf and delivers
to Euroclear or Cedel, as the case may be, a certificate in the form set forth
in Exhibit B-1 to this Indenture (or in such other form as may be established
pursuant to Section 301), dated no earlier than 15 days prior to the Exchange
Date, copies of which certificate shall be available from the offices of
Euroclear and Cedel, the Trustee, any

<PAGE>

Authenticating Agent appointed for such series of Securities and each Paying
Agent. Unless otherwise specified in such temporary Global Security, any such
exchange shall be made free of charge to the beneficial owners of such temporary
Global Security, except that a Person receiving definitive Securities must bear
the cost of insurance, postage, transportation and the like in the event that
such Person does not take delivery of such definitive Securities in person at
the offices of Euroclear or Cedel. Bearer Securities in bearer form to be
delivered in exchange for any portion of a temporary Global Security shall be
delivered only outside the United States.

Until exchanged in full as hereinabove provided, the temporary
Securities of any series, including temporary Global Securities (whether or not
issued as Book-Entry Securities as provided in Section 304), shall in all
respects be entitled to the same benefits under this Indenture as definitive
Securities of the same series and of like tenor authenticated and delivered
hereunder, except that, unless otherwise specified as contemplated by
Section 301, interest payable on a temporary Global Security (other than
Securities issued as Book-Entry Securities as provided in Section 304) on an
Interest Payment Date for Securities of such series occurring prior to the
applicable Exchange Date shall be payable to Euroclear and Cedel on such
Interest Payment Date upon delivery by Euroclear and Cedel to the Trustee of a
certificate or certificates in the form set forth in Exhibit B-2 to this
Indenture (or in such other form as may be established pursuant to Section 301),
for credit without further interest thereon on or after such Interest Payment
Date to the respective accounts of the Persons who are the beneficial owners of
such temporary Global Security on such Interest Payment Date and who have each
delivered to Euroclear or Cedel, as the case may be, a certificate dated no
earlier than 15 days prior to the Interest Payment Date occurring prior to such
Exchange Date in the form set forth in Exhibit B-1 to this Indenture (or in such
other form as may be established pursuant to Section 301). Notwithstanding
anything to the contrary herein contained, the certifications made pursuant to
this paragraph shall satisfy the certification requirements of the preceding two
paragraphs of this Section and of the third paragraph of Section 303 of this
Indenture and the interests of the Persons who are the beneficial owners of the
temporary Global Security with respect to which such certification was made will
be exchanged for definitive Securities of the same series and of like tenor on
the Exchange Date or the date of certification if such date occurs after the
Exchange Date, without further act or deed by such beneficial owners. Except as
otherwise provided in this paragraph, no payments of principal (or premium, if
any) or interest, if any, owing with respect to a beneficial interest in a
temporary Global Security will be made unless and until such interest in such
temporary Global Security shall have been exchanged for an interest in a
definitive Security. Any interest so received by Euroclear and Cedel and not
paid as herein provided shall be returned to the Trustee immediately prior to
the expiration of two years after such Interest Payment Date in order to be
repaid to the Company in accordance with Section 1003.

<PAGE>

SECTION 306. REGISTRATION, REGISTRATION OF TRANSFER AND
EXCHANGE.

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

Except as otherwise described in this Article Three, upon
surrender for registration of transfer of any Registered Security of any series
at the office or agency in a Place of Payment for that series, the Company shall
execute, and the Trustee shall authenticate and deliver, in the name of the
designated transferee or transferees, one or more new Registered Securities of
the same series, in each case, of any authorized denominations and of a like
aggregate principal amount.

At the option of the Holder, Registered Securities of any series
may be exchanged for other Registered Securities of the same series, of any
authorized denominations and of a like aggregate principal amount, upon
surrender of the Registered Securities to be exchanged at such office or agency.
Whenever any Registered Securities are so surrendered for exchange, the Company
shall execute, and the Trustee shall authenticate and make available for
delivery, the Registered Securities which the Holder making the exchange is
entitled to receive. Unless otherwise specified with respect to any series of
Securities as contemplated by Section 301 or Section 304, Bearer Securities may
not be issued in exchange for Registered Securities.

<PAGE>

Paying Agent any such missing coupon in respect of which such a payment shall
have been made, such Holder shall be entitled to receive the amount of such
payment; PROVIDED, HOWEVER, that, except as otherwise provided in Section 1002,
interest represented by coupons shall be payable only upon presentation and
surrender of those coupons at an office or agency located outside the United
States. Notwithstanding the foregoing, in case a Bearer Security of any series
is surrendered at any such office or agency in a permitted exchange for a
Registered Security of the same series and like tenor after the close of
business at such office or agency on (i) any Regular Record Date and before the
opening of business at such office or agency on the relevant Interest Payment
Date, or (ii) any Special Record Date and before the opening of business at such
office or agency on the related proposed date for payment of Defaulted Interest,
such Bearer Security shall be surrendered without the coupon relating to such
Interest Payment Date or proposed date for payment, as the case may be, and
interest or Defaulted Interest, as the case may be, will not be payable on such
Interest Payment Date or proposed date for payment, as the case may be, in
respect of the Registered Security issued in exchange for such Bearer Security,
but will be payable only to the Holder of such coupon when due in accordance
with the provisions of this Indenture.

Whenever any Securities are so surrendered for exchange, the
Company shall execute, and the Trustee shall authenticate and deliver, the
Securities which the Holder making the exchange is entitled to receive, and the
Trustee shall cancel the Bearer Securities so transferred. In the case of an
exchange of Bearer Securities for an interest in a Book-Entry Security, the
Security Registrar shall reflect on the Register the date and an increase in the
principal amount of the Bearer Securities to be transferred, and the Trustee
shall cancel the Bearer Securities so transferred.

Notwithstanding the foregoing, except as otherwise specified as
contemplated by Section 301, any permanent Global Security (other than
Securities issued as Book-Entry Securities as provided in Section 304) shall be
exchangeable only as provided in this paragraph. If any beneficial owner of an
interest in a permanent Global Security is entitled to exchange such interest
for Securities of such series and of like tenor and principal amount of another
authorized form and denomination, as specified as contemplated by Section 301
and provided that any applicable notice provided in the permanent Global
Security shall have been given, then without unnecessary delay but in any event
not later than the earliest date on which such interest may be so exchanged, the
Company shall deliver to the Trustee definitive Securities in aggregate
principal amount equal to the principal amount of such beneficial owner's
interest in such permanent Global Security, executed by the Company. On or
after the earliest date on which such interests may be so exchanged, such
permanent Global Security shall be surrendered by the Common Depositary or such
other depositary as shall be specified in the Company Order with respect thereto
to the Trustee, as the Company's agent for such purpose, to be exchanged, in
whole or from time to time in part, for definitive Securities without charge,
and the Trustee shall authenticate and deliver, in exchange for each portion of
such permanent Global Security, an equal aggregate principal

<PAGE>

amount of definitive Securities of the same series of authorized denominations
and of like tenor as the portion of such permanent Global Security to be
exchanged which, unless the Securities of the series are not issuable both as
Bearer Securities and as Registered Securities, as specified as contemplated by
Section 301, shall be in the form of Bearer Securities or Registered Securities,
or any combination thereof, as shall be specified by the beneficial owner
thereof; PROVIDED, HOWEVER, that no such exchanges may occur during a period
beginning at the opening of business 15 days before any selection of Securities
to be redeemed and ending on the relevant Redemption Date if the Security for
which exchange is requested may be among those selected for redemption; and
PROVIDED FURTHER that no Bearer Security delivered in exchange for a portion of
a permanent Global Security shall be mailed or otherwise delivered to any
location in the United States. If a Registered Security is issued in exchange
for any portion of a permanent Global Security after the close of business at
the office or agency where such exchange occurs on (i) any Regular Record Date
and before the opening of business at such office or agency on the relevant
Interest Payment Date, or (ii) any Special Record Date and before the opening of
business at such office or agency on the related proposed date for payment of
Defaulted Interest, interest or Defaulted Interest, as the case may be, will not
be payable on such Interest Payment Date or proposed date for payment, as the
case may be, in respect of such Registered Security, but will be payable on such
Interest Payment Date or proposed date for payment, as the case may be, only to
the Person to whom interest in respect of such portion of such permanent Global
Security is payable in accordance with the provisions of this Indenture.

All Securities issued upon any registration of transfer or
exchange of Securities shall be the valid obligations of the Company, evidencing
the same debt, and entitled to the same benefits under this Indenture, as the
Securities surrendered upon such registration of transfer or exchange.

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

No service charge shall be made for any registration of transfer
or exchange of Securities, but the Company may require payment of a sum
sufficient to pay all documentary, stamp, similar issue or transfer taxes or
other governmental charges that may be imposed in connection with any
registration of transfer or exchange of Securities, other than exchanges
pursuant to Section 305, 906, 1107 or 1305 not involving any transfer.

<PAGE>

Section 1103 or 1203 and ending at the close of business on (A) if Securities of
the series are issuable only as Registered Securities, the day of the mailing of
the relevant notice of redemption and (B) if Securities of the series are
issuable as Bearer Securities, the day of the first publication of the relevant
notice of redemption or, if Securities of the series are also issuable as
Registered Securities and there is no publication, the mailing of the relevant
notice of redemption, or (ii) to register the transfer of or exchange any
Registered Security so selected for redemption in whole or in part, except the
unredeemed portion of any Security being redeemed in part, or (iii) to exchange
any Bearer Security so selected for redemption except that such a Bearer
Security may be exchanged for a Registered Security of that series and like
tenor; PROVIDED that such Registered Security shall be simultaneously
surrendered for redemption, or (iv) to issue, register the transfer of or
exchange any Security which has been surrendered for repayment at the option of
the Holder, except the portion, if any, of such Security not to be so repaid.

SECTION 307. MUTILATED, DESTROYED, LOST AND STOLEN SECURITIES.

If any mutilated Security or a Security with a mutilated coupon
appertaining to it is surrendered to the Trustee together with, in proper cases,
such security or indemnity as may be required by the Company or the Trustee to
save each of them and any agent of either of them harmless, the Company shall
execute and the Trustee shall authenticate and deliver in exchange therefor a
new Security of the same series and of like tenor and principal amount and
bearing a number not contemporaneously outstanding, with coupons corresponding
to the coupons, if any, appertaining to the surrendered Security, or, in case
any such mutilated Security or coupon has become or is about to become due and
payable, the Company in its discretion may, instead of issuing a new Security,
with coupons corresponding to the coupons, if any, appertaining to the
surrendered Security, pay such Security or coupon.

If there shall be delivered to the Company and to the Trustee
(i) evidence to their satisfaction of the destruction, loss or theft of any
Security or coupon and (ii) such security or indemnity as may be required by
them to save each of them and any agent of either of them harmless, then, in the
absence of notice to the Company or the Trustee that such Security or coupon has
been acquired by a bona fide purchaser, the Company shall execute and upon
Company Order the Trustee shall authenticate and deliver, in lieu of any such
destroyed, lost or stolen Security or in exchange for the Security for which a
destroyed, lost or stolen coupon appertains (with all appurtenant coupons not
destroyed, lost or stolen), a new Security of the same series and of like tenor
and principal amount and bearing a number not contemporaneously outstanding,
with coupons corresponding to the coupons, if any, appertaining to such
destroyed, lost or stolen Security or to the Security to which such destroyed,
lost or stolen coupon appertains.

Notwithstanding the provisions of the previous two paragraphs, in
case any such mutilated, destroyed, lost or stolen Security or coupon has become
or is about to

<PAGE>

become due and payable, the Company in its discretion may, instead of issuing a
new Security, with coupons corresponding to the coupons, if any, appertaining to
such mutilated, destroyed, lost or stolen Security or to the Security to which
such mutilated, destroyed, lost or stolen coupon appertains, pay such Security
or coupon; PROVIDED, HOWEVER, that payment of principal of (and premium, if any)
and interest, if any, on Bearer Securities shall, except as otherwise provided
in Section 1002, be payable only at an office or agency located outside the
United States and, unless otherwise specified as contemplated by Section 301,
any interest on Bearer Securities shall be payable only upon presentation and
surrender of the coupons appertaining thereto.

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

Every new Security of any series with its coupons, if any, issued
pursuant to this Section in lieu of any mutilated, destroyed, lost or stolen
Security or in exchange for a Security to which a mutilated, destroyed, lost or
stolen coupon appertains, shall constitute an original additional contractual
obligation of the Company, whether or not the mutilated, destroyed, lost or
stolen Security and its coupons, if any, or the mutilated, destroyed, lost or
stolen coupon shall be at any time enforceable by anyone, and shall be entitled
to all the benefits of this Indenture equally and proportionately with any and
all other Securities of that series and their coupons, if any, duly issued
hereunder.

The provisions of this Section 307 are exclusive and shall
preclude (to the extent lawful) all other rights and remedies with respect to
the replacement or payment of mutilated, destroyed, lost or stolen Securities or
coupons.

SECTION 308. PAYMENT OF INTEREST; INTEREST RIGHTS PRESERVED;
OPTIONAL INTEREST RESET.

(a) Unless otherwise provided as contemplated by Section 301
with respect to any series of Securities, interest, if any, on any Registered
Security which is payable, and is punctually paid or duly provided for, on any
Interest Payment Date shall be paid to the Person in whose name such Security
(or one or more Predecessor Securities) is registered at the close of business
on the Regular Record Date for such interest at the office or agency of the
Company maintained for such purpose pursuant to Section 1002; PROVIDED, HOWEVER,
that each installment of interest, if any, on any Registered Security may at the
Company's option be paid by (i) mailing a check for such interest, payable to or
upon the written order of the Person entitled thereto pursuant to Section 310,
to the address of such Person as it appears on the Security Register or
(ii) transfer to an account located in the United States maintained by the
payee.

<PAGE>

Unless otherwise provided as contemplated by Section 301 with
respect to the Securities of any series, payment of interest, if any, may be
made, in the case of a Bearer Security, by transfer to an account located
outside the United States maintained by the payee.

Unless otherwise provided as contemplated by Section 301, every
permanent Global Security (other than Book-Entry Securities issued as provided
in Section 304) will provide that interest, if any, payable on any Interest
Payment Date will be paid to each of Euroclear and Cedel with respect to that
portion of such permanent Global Security held for its account by the Common
Depositary, for the purpose of permitting each of Euroclear and Cedel to credit
the interest, if any, received by it in respect of such permanent Global
Security to the accounts of the beneficial owners thereof.

Any interest on any Registered Security of any series which is
payable, but is not punctually paid or duly provided for, on any Interest
Payment Date shall forthwith cease to be payable to the Holder on the relevant
Regular Record Date by virtue of having been such Holder, and such defaulted
interest and, if applicable, interest on such defaulted interest (to the extent
lawful) at the rate specified in the Securities of such series (such defaulted
interest and, if applicable, interest thereon herein collectively called
"Defaulted Interest") may be paid by the Company, at its election in each case,
as provided in Subsection (1) or (2) below:

(1) The Company may elect to make payment of any Defaulted
Interest to the Persons in whose names the Registered Securities of such
series (or their respective Predecessor Securities) are registered at the
close of business on a Special Record Date for the payment of such
Defaulted Interest, which shall be fixed in the following manner. The
Company shall notify the Trustee in writing of the amount of Defaulted
Interest proposed to be paid on each Registered Security of such series and
the date of the proposed payment, and at the same time the Company shall
deposit with the Trustee an amount of money in the Currency in which the
Securities of such series are payable (except as otherwise specified
pursuant to Section 301 for the Securities of such series and except, if
applicable, as provided in Sections 313(b), 313(d) and 313(e)) equal to the
aggregate amount proposed to be paid in respect of such Defaulted Interest
or shall make arrangements satisfactory to the Trustee for such deposit on
or prior to the date of the proposed payment, such money when deposited to
be held in trust for the benefit of the Persons entitled to such Defaulted
Interest as in this Subsection provided. Thereupon the Trustee shall fix a
Special Record Date for the payment of such Defaulted Interest which shall
be not more than 15 days and not less than 10 days prior to the date of the
proposed payment and not less than 10 days after the receipt by the Trustee
of the notice of the proposed payment. The Trustee shall promptly notify
the Company of such Special Record Date and, in the name and at the expense
of the Company, shall cause notice of the proposed payment of such
Defaulted Interest and the Special Record Date therefor to

<PAGE>

be given in the manner provided in Section 106, not less than 10 days prior
to such Special Record Date. Notice of the proposed payment of such
Defaulted Interest and the Special Record Date therefor having been so
given, such Defaulted Interest shall be paid to the Persons in whose name
the Registered Securities of such series (or their respective Predecessor
Securities) are registered at the close of business on such Special Record
Date and shall no longer be payable pursuant to the following
Subsection (2).

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

(b) The provisions of this Section 308(b) may be made applicable
to any series of Securities pursuant to Section 301 (with such modifications,
additions or substitutions as may be specified pursuant to such Section 301).
The interest rate (or the spread or spread multiplier used to calculate such
interest rate, if applicable) on any Security of such series may be reset by the
Company on the date or dates specified on the face of such Security (each an
"Optional Reset Date"). The Company may exercise such option with respect to
such Security by notifying the Trustee of such exercise at least 50 but not more
than 60 days prior to an Optional Reset Date for such Note, which such notice
shall contain such information as may be required by the Trustee to transmit the
Reset Notice as hereinafter defined). Not later than 40 days prior to each
Optional Reset Date, the Trustee shall transmit, in the manner provided for in
Section 106, to the Holder of any such Security a notice (the "Reset Notice")
indicating whether the Company has elected to reset the interest rate (or the
spread or spread multiplier used to calculate such interest rate, if
applicable), and if so (i) such new interest rate (or such new spread or spread
multiplier, if applicable) and (ii) the provisions, if any, for redemption
during the period from such Optional Reset Date to the next Optional Reset Date
or if there is no such next Optional Reset Date, to the Stated Maturity Date of
such Security (each such period a "Subsequent Interest Period"), including the
date or dates on which or the period or periods during which and the price or
prices at which such redemption may occur during the Subsequent Interest Period.

<PAGE>

interest rate (or such higher spread or spread multiplier, if applicable) to the
Holder of such Security. Such notice shall be irrevocable. All Securities with
respect to which the interest rate (or the spread or spread multiplier used to
calculate such interest rate, if applicable) is reset on an Optional Reset Date,
and with respect to which the Holders of such Securities have not tendered such
Securities for repayment (or have validly revoked any such tender) pursuant to
the next succeeding paragraph, will bear such higher interest rate (or such
higher spread or spread multiplier, if applicable).

The Holder of any such Security will have the option to elect
repayment by the Company of the principal of such Security on each Optional
Reset Date at a price equal to the principal amount thereof plus interest
accrued to such Optional Reset Date. In order to obtain repayment on an
Optional Reset Date, the Holder must follow the procedures set forth in
Article Thirteen for repayment at the option of Holders except that the period
for delivery or notification to the Trustee shall be at least 25 but not more
than 35 days prior to such Optional Reset Date and except that, if the Holder
has tendered any Security for repayment pursuant to the Reset Notice, the Holder
may, by written notice to the Trustee, revoke such tender or repayment until the
close of business on the tenth day before such Optional Reset Date.

Subject to the foregoing provisions of this Section and
Section 306, each Security delivered under this Indenture upon registration of
transfer of or in exchange for or in lieu of any other Security shall carry the
rights to interest accrued and unpaid, and to accrue, which were carried by such
other Security.

SECTION 309. OPTIONAL EXTENSION OF STATED MATURITY.

The provisions of this Section 309 may be made applicable to any
series of Securities pursuant to Section 301 (with such modifications, additions
or substitutions as may be specified pursuant to such Section 301). The Stated
Maturity of any Security of such series may be extended at the option of the
Company for the period or periods specified on the face of such Security (each
an "Extension Period") up to but not beyond the date (the "Final Maturity") set
forth on the face of such Security. The Company may exercise such option with
respect to any Security by notifying the Trustee of such exercise at least 50
but not more than 60 days prior to the Stated Maturity of such Security in
effect prior to the exercise of such option (the "Original Stated Maturity").
If the Company exercises such option, the Trustee shall transmit, in the manner
provided for in Section 106, to the Holder of such Security not later than 40
days prior to the Original Stated Maturity a notice (the "Extension Notice")
indicating (i) the election of the Company to extend the Stated Maturity,
(ii) the new Stated Maturity, (iii) the interest rate, if any, applicable to the
Extension Period and (iv) the provisions, if any, for redemption during such
Extension Period. Upon the Trustee's transmittal of the Extension Notice, the
Stated Maturity of such Security shall be extended automatically and, except as
modified by the Extension Notice and as described in

<PAGE>

the next paragraph, such Security will have the same terms as prior to the
transmittal of such Extension Notice.

Notwithstanding the foregoing, not later than 20 days before the
Original Stated Maturity of such Security, the Company may, at its option,
revoke the interest rate provided for in the Extension Notice and establish a
higher interest rate for the Extension Period by causing the Trustee to
transmit, in the manner provided for in Section 106, notice of such higher
interest rate to the Holder of such Security. Such notice shall be irrevocable.
All Securities with respect to which the Stated Maturity is extended will bear
such higher interest rate.

If the Company extends the Maturity of any Security, the Holder
will have the option to elect repayment of such Security by the Company on the
Original Stated Maturity at a price equal to the principal amount thereof, plus
interest accrued to such date. In order to obtain repayment on the Original
Stated Maturity once the Company has extended the Maturity thereof, the Holder
must follow the procedures set forth in Article Thirteen for repayment at the
option of Holders, except that the period for delivery or notification to the
Trustee shall be at least 25 but not more than 35 days prior to the Original
Stated Maturity and except that, if the Holder has tendered any Security for
repayment pursuant to an Extension Notice, the Holder may by written notice to
the Trustee revoke such tender for repayment until the close of business on the
tenth day before the Original Stated Maturity.

SECTION 310. PERSONS DEEMED OWNERS.

Prior to due presentment of a Registered Security for
registration of transfer, the Company, the Trustee and any agent of the Company
or the Trustee may treat the Person in whose name such Registered Security is
registered as the owner of such Registered Security for the purpose of receiving
payment of principal of (and premium, if any) and (subject to Sections 306 and
308) interest, if any, on such Security and for all other purposes whatsoever,
whether or not such Security be overdue, and none of the Company, the Trustee or
any agent of the Company or the Trustee shall be affected by notice to the
contrary.

Title to any Bearer Security and any coupons appertaining thereto
shall pass by delivery. The Company, the Trustee and any agent of the Company
or the Trustee may treat the bearer of any Bearer Security and the bearer of any
coupon as the absolute owner of such Security or coupon for the purpose of
receiving payment thereof or on account thereof and for all other purposes
whatsoever, whether or not such Security or coupons be overdue, and none of the
Company, the Trustee or any agent of the Company or the Trustee shall be
affected by notice to the contrary.

None of the Company, the Trustee, any Paying Agent or the
Security Registrar will have any responsibility or liability for any aspect of
the records relating to or

<PAGE>

payments made on account of beneficial ownership interests of a Security in
global form or for maintaining, supervising or reviewing any records relating to
such beneficial ownership interests.

Notwithstanding the foregoing, with respect to any Global
Security, nothing herein shall prevent the Company, the Trustee, or any agent of
the Company or the Trustee, from giving effect to any written certification,
proxy or other authorization furnished by any depositary, as a Holder, with
respect to such Global Security or impair, as between such depositary and owners
of beneficial interests in such Global Security, the operation of customary
practices governing the exercise of the rights of such depositary (or its
nominee) as Holder of such Global Security.

SECTION 311. CANCELLATION.

All Securities and coupons surrendered for payment, redemption,
repayment at the option of the Holder, registration of transfer or exchange or
for credit against any current or future sinking fund payment shall, if
surrendered to any Person other than the Trustee, be delivered to the Trustee.
All Securities and coupons so delivered to the Trustee shall be promptly
cancelled by it. The Company may at any time deliver to the Trustee for
cancellation any Securities previously authenticated and delivered hereunder
which the Company may have acquired in any manner whatsoever, and may deliver to
the Trustee (or to any other Person for delivery to the Trustee) for
cancellation any Securities previously authenticated hereunder which the Company
has not issued and sold, and all Securities so delivered shall be promptly
cancelled by the Trustee. If the Company shall so acquire any of the
Securities, however, such acquisition shall not operate as a redemption or
satisfaction of the indebtedness represented by such Securities unless and until
the same are surrendered to the Trustee for cancellation. No Securities shall
be authenticated in lieu of or in exchange for any Securities cancelled as
provided in this Section, except as expressly permitted by this Indenture. All
cancelled Securities held by the Trustee shall be disposed of by the Trustee in
accordance with its customary procedures, unless by Company Order the Company
shall direct that cancelled Securities be returned to it.

SECTION 312. COMPUTATION OF INTEREST.

Except as otherwise specified as contemplated by Section 301 with
respect to any Securities, interest, if any, on the Securities of each series
shall be computed on the basis of a 360-day year of twelve 30-day months.

<PAGE>

SECTION 313. CURRENCY AND MANNER OF PAYMENTS IN RESPECT OF
SECURITIES.

(a) With respect to Registered Securities of any series not
permitting the election provided for in paragraph (b) below or the Holders of
which have not made the election provided for in paragraph (b) below, and with
respect to Bearer Securities of any series, except as provided in paragraph (d)
below, payment of the principal of (and premium, if any) and interest, if any,
on any Registered or Bearer Security of such series will be made in the Currency
in which such Registered Security or Bearer Security, as the case may be, is
payable. The provisions of this Section 313 may be modified or superseded with
respect to any Securities pursuant to Section 301.

(b) It may be provided pursuant to Section 301 with respect to
Registered Securities of any series that Holders shall have the option, subject
to paragraphs (d) and (e) below, to receive payments of principal of (or
premium, if any) or interest, if any, on such Registered Securities in any of
the Currencies which may be designated for such election by delivering to the
Trustee a written election with signature guarantees and in the applicable form
established pursuant to Section 301, not later than the close of business on the
Election Date immediately preceding the applicable payment date. If a Holder so
elects to receive such payments in any such Currency, such election will remain
in effect for such Holder or any transferee of such Holder until changed by such
Holder or such transferee by written notice to the Trustee (but any such change
must be made not later than the close of business on the Election Date
immediately preceding the next payment date to be effective for the payment to
be made on such payment date and no such change of election may be made with
respect to payments to be made on any Registered Security of such series with
respect to which an Event of Default has occurred or with respect to which the
Company has deposited funds pursuant to Article Four or Fourteen or with respect
to which a notice of redemption has been given by the Company or a notice of
option to elect repayment has been sent by such Holder or such transferee). Any
Holder of any such Registered Security who shall not have delivered any such
election to the Trustee not later than the close of business on the applicable
Election Date will be paid the amount due on the applicable payment date in the
relevant Currency as provided in Section 313(a). The Trustee shall notify the
Exchange Rate Agent as soon as practicable after the Election Date of the
aggregate principal amount of Registered Securities for which Holders have made
such written election.

<PAGE>

payable in respect of the Registered Securities as to which the Holders of
Registered Securities of such series shall have elected to be paid in another
Currency as provided in paragraph (b) above. If the election referred to in
paragraph (b) above has been provided for pursuant to Section 301 and if at
least one Holder has made such election, then, unless otherwise specified
pursuant to Section 301, on the second Business Day preceding such payment date
the Company will deliver to the Trustee for such series of Registered Securities
an Exchange Rate Officers' Certificate in respect of the Dollar or Foreign
Currency payments to be made on such payment date. Unless otherwise specified
pursuant to Section 301, the Dollar or Foreign Currency amount receivable by
Holders of Registered Securities who have elected payment in a Currency as
provided in paragraph (b) above shall be determined by the Company on the basis
of the applicable Market Exchange Rate in effect on the third Business Day (the
"Valuation Date") immediately preceding each payment date, and such
determination shall be conclusive and binding for all purposes, absent manifest
error.

(d) If a Conversion Event occurs with respect to a Foreign
Currency in which any of the Securities are denominated or payable other than
pursuant to an election provided for pursuant to paragraph (b) above or pursuant
to the terms of Section 301, then with respect to each date for the payment of
principal of (and premium, if any) and interest, if any, on the applicable
Securities denominated or payable in such Foreign Currency occurring after the
last date on which such Foreign Currency was used (the "Conversion Date"), the
Dollar shall be the Currency of payment for use on each such payment date.
Unless otherwise specified pursuant to Section 301, the Dollar amount to be paid
by the Company to the Trustee and by the Trustee or any Paying Agent to the
Holders of such Securities with respect to such payment date shall be, in the
case of a Foreign Currency other than a currency unit, the Dollar Equivalent of
the Foreign Currency or, in the case of a currency unit, the Dollar Equivalent
of the Currency Unit, in each case as determined by the Exchange Rate Agent in
the manner provided in paragraph (f) or (g) below.

(e) Unless otherwise specified pursuant to Section 301, if the
Holder of a Registered Security denominated in any Currency shall have elected
to be paid in another Currency as provided in paragraph (b) above, and a
Conversion Event occurs with respect to such elected Currency, such Holder shall
receive payment in the Currency in which payment would have been made in the
absence of such election; and if a Conversion Event occurs with respect to the
Currency in which payment would have been made in the absence of such election,
such Holder shall receive payment in Dollars as provided in paragraph (d) above
or as otherwise provided pursuant to Section 301.

(f) The "Dollar Equivalent of the Foreign Currency" shall be
determined by the Exchange Rate Agent and shall be obtained for each subsequent
payment date by converting the specified Foreign Currency into Dollars at the
Market Exchange Rate on the Conversion Date.

<PAGE>

(g) The "Dollar Equivalent of the Currency Unit" shall be
determined as specified pursuant to Section 301. "Election Date" shall mean the
date for any series of Registered Securities as specified pursuant to
clause (11) of Section 301 by which the written election referred to in
paragraph (b) above may be made.

All decisions and determinations of the Exchange Rate Agent
regarding the Dollar Equivalent of the Foreign Currency, the Dollar Equivalent
of the Currency Unit, the Market Exchange Rate and changes in the Specified
Amounts as specified above shall be in its sole discretion and shall, in the
absence of manifest error, be conclusive for all purposes and irrevocably
binding upon the Company, the Trustee and all Holders of such Securities
denominated or payable in the relevant Currency. The Exchange Rate Agent shall
promptly give written notice to the Company and the Trustee of any such decision
or determination.

Except as otherwise provided pursuant to Section 301, in the
event that the Company determines in good faith that a Conversion Event has
occurred with respect to a Foreign Currency, the Company will immediately give
written notice thereof to the Trustee and to the Exchange Rate Agent (and the
Trustee will promptly thereafter give notice in the manner provided for in
Section 106 to the affected Holders) specifying the Conversion Date. Except as
otherwise provided pursuant to Section 301, in the event the Company so
determines that a Conversion Event has occurred with respect to any currency
unit in which Securities are denominated or payable, the Company will
immediately give written notice thereof to the Trustee and to the Exchange Rate
Agent (and the Trustee will promptly thereafter give notice in the manner
provided for in Section 106 to the affected Holders) specifying the Conversion
Date and the Specified Amount of each Component Currency on the Conversion Date.
In the event the Company determines in good faith that any subsequent change in
any Component Currency as set forth in the definition of Specified Amount above
has occurred, the Company will similarly give written notice to the Trustee and
the Exchange Rate Agent.

The Trustee shall be fully justified and protected in relying and
acting upon information received by it from the Company and the Exchange Rate
Agent and shall not otherwise have any duty or obligation to determine the
accuracy or validity of such information independent of the Company or the
Exchange Rate Agent.

SECTION 314. APPOINTMENT AND RESIGNATION OF SUCCESSOR EXCHANGE
RATE AGENT.

<PAGE>

the Exchange Rate Agent to make the necessary foreign exchange determinations at
the time and in the manner specified pursuant to Section 301 for the purpose of
determining the applicable rate of exchange and, if applicable, for the purpose
of converting the issued Currency into the applicable payment Currency for the
payment of principal (and premium, if any) and interest, if any, pursuant to
Section 313.

(b) No resignation of the Exchange Rate Agent and no appointment
of a successor Exchange Rate Agent pursuant to this Section shall become
effective until the acceptance of appointment by the successor Exchange Rate
Agent as evidenced by a written instrument delivered to the Company and the
Trustee.

(c) If the Exchange Rate Agent shall resign, be removed or
become incapable of acting, or if a vacancy shall occur in the office of the
Exchange Rate Agent for any cause with respect to the Securities of one or more
series, the Company, by or pursuant to a Board Resolution, shall promptly
appoint a successor Exchange Rate Agent or Exchange Rate Agents with respect to
the Securities of that or those series (it being understood that any such
successor Exchange Rate Agent may be appointed with respect to the Securities of
one or more or all of such series and that, unless otherwise specified pursuant
to Section 301, at any time there shall only be one Exchange Rate Agent with
respect to the Securities of any particular series that are originally issued by
the Company on the same date and that are initially denominated and/or payable
in the same Currency).

SECTION 315. CUSIP NUMBERS.

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

<PAGE>

ARTICLE FOUR

SATISFACTION AND DISCHARGE

SECTION 401. SATISFACTION AND DISCHARGE OF INDENTURE.

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

(1) either

(A) all Securities of such series theretofore authenticated
and delivered and all coupons, if any, appertaining thereto
(other than (i) coupons appertaining to Bearer Securities
surrendered for exchange for Registered Securities and maturing
after such exchange, whose surrender is not required or has been
waived as provided in Section 306, (ii) Securities and coupons of
such series which have been destroyed, lost or stolen and which
have been replaced or paid as provided in Section 307,
(iii) coupons appertaining to Securities called for redemption
and maturing after the relevant Redemption Date, whose surrender
has been waived as provided in Section 1106, and (iv) Securities
and coupons of such series for whose payment money has
theretofore been deposited in trust with the Trustee or any
Paying Agent or segregated and held in trust by the Company and
thereafter repaid to the Company, as provided in Section 1003)
have been delivered to the Trustee for cancellation; or

(B) all Securities of such series and, in the case of (i)
or (ii) below, any coupons appertaining thereto not theretofore
delivered to the Trustee for cancellation

(i) have become due and payable, or

(ii) will become due and payable at their Stated Maturity
within one year, or

(iii) if redeemable at the option of the Company, are to
be called for redemption within one year under arrangements
satisfactory

<PAGE>

to the Trustee for the giving of notice of redemption by the
Trustee in the name, and at the expense, of the Company,

and the Company, in the case of (i), (ii) or (iii) above, has
irrevocably deposited or caused to be deposited with the Trustee as
trust funds in trust for such purpose an amount in the Currency in
which the Securities of such series are payable, sufficient to pay and
discharge the entire indebtedness on such Securities not theretofore
delivered to the Trustee for cancellation, for principal (and premium,
if any) and interest, if any, to the date of such deposit (in the case
of Securities which have become due and payable) or to the Stated
Maturity or Redemption Date, as the case may be;

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

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

Notwithstanding the satisfaction and discharge of this Indenture, the
obligations of the Company to the Trustee under Section 606, the obligations of
the Trustee to any Authenticating Agent under Section 612 and, if money shall
have been deposited with the Trustee pursuant to subclause (B) of Subsection (1)
of this Section, the obligations of the Trustee under Section 402 and the last
paragraph of Section 1003 shall survive.

SECTION 402. APPLICATION OF TRUST MONEY.

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

<PAGE>

ARTICLE FIVE

REMEDIES

SECTION 501. EVENTS OF DEFAULT.

"Event of Default", wherever used herein with respect to Securities of
any series, means any one of the following events:

(2) default in the payment of the principal of (or premium, if any,
on) any Security of that series at its Maturity, upon acceleration,
redemption or otherwise; or

(3) default in the deposit of any sinking fund payment, when and as
due by the terms of the Securities of that series and Article Twelve; or

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

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

<PAGE>

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

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

(i) commences a voluntary case or proceeding,

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

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

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

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

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

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

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

(iii) orders the liquidation of the Company;

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

(9) any other Event of Default provided with respect to
Securities of that series.

A Default under Section 501(4) is not an Event of Default with
respect to a series until the Trustee notifies the Company in writing, or the
Holders of at least 25% in

<PAGE>

principal amount of all Outstanding Securities of such series notify the Company
and the Trustee in writing, of the Default, and the Company does not cure the
Default within 60 days (30 days in the case of a Default under Section 801 or
1004) after receipt of the notice. The notice must specify the Default, demand
that it be remedied and state that the notice is a "Notice of Default." Such
notice to the Company shall be given by the Trustee if so requested in writing
by the Holders of 25% of the principal amount of all the Outstanding Securities
of such series.

SECTION 502. ACCELERATION OF MATURITY; RESCISSION AND ANNULMENT.

If an Event of Default (other than an Event of Default specified in
Section 501(7) or 501(8)) with respect to the Securities of any series at the
time Outstanding occurs and is continuing, then in every such case the Trustee
or the Holders of at least 25% in principal amount of the Outstanding Securities
of such series, by written notice to the Company (and to the Trustee if such
notice is given by such Holders), may, and the Trustee at the written request of
such Holders shall, declare all unpaid principal of (or, if the Securities of
such series are Original Issue Discount Securities or Indexed Securities, such
portion of the principal amount as may be specified in the terms of that
series), premium, if any, and accrued interest on all the Outstanding Securities
of such series to be due and payable, as specified below. Upon a declaration of
acceleration with respect to Securities of any series (or of all series, as the
case may be), such principal and accrued interest shall be due and payable upon
the first to occur of an acceleration under the Bank Credit Agreement or
10 days after receipt by the Company of such written notice given hereunder. If
an Event of Default specified in Section 501(7) or 501(8) with respect to the
Company occurs, the amounts described above with respect to the Outstanding
Securities of all series shall IPSO FACTO become and be immediately due and
payable without any declaration or other act on the part of the Trustee or any
Holder. Upon payment of such principal and interest, all of the Company's
obligations under the Securities of such Series and this Indenture, other than
obligations under Section 606, shall terminate.

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

<PAGE>

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

SECTION 503. COLLECTION OF INDEBTEDNESS AND SUITS FOR
ENFORCEMENT BY TRUSTEE.

The Company covenants that if

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

(2) default is made in the payment of the principal of (or
premium, if any, on) any Security at the Maturity thereof,

then the Company will, upon demand of the Trustee, pay to it for the benefit of
the Holders of such Securities and coupons, the whole amount then due and
payable on such Securities and coupons for principal (and premium, if any) and
interest, if any, and interest on any overdue principal (and premium, if any)
and on any overdue interest, at the rate or rates prescribed therefor in such
Securities, and, in addition thereto, such further amount as shall be sufficient
to cover the costs and expenses of collection, including the reasonable
compensation, expenses, disbursements and advances of the Trustee, its agents
and counsel.

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

If an Event of Default with respect to Securities of any series
(or of all series, as the case may be) occurs and is continuing, the Trustee
may in its discretion proceed to protect and enforce its rights and the
rights of the Holders of Securities of such series (or of all series, as the
case may be) under this Indenture by such appropriate judicial proceedings as
the Trustee shall deem most effectual to protect and enforce such rights.

<PAGE>

SECTION 504. TRUSTEE MAY FILE PROOFS OF CLAIM.

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

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

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

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

SECTION 505. TRUSTEE MAY ENFORCE CLAIMS WITHOUT POSSESSION OF
SECURITIES.

<PAGE>

an express trust, and any recovery of judgment shall, after provision for the
payment of the reasonable compensation, expenses, disbursements and advances of
the Trustee, its agents and counsel, be for the ratable benefit of the Holders
of the Securities and coupons in respect of which such judgment has been
recovered.

SECTION 506. APPLICATION OF MONEY COLLECTED.

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

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

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

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

SECTION 507. LIMITATION ON SUITS.

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

(1) such Holder has previously given written notice to the
Trustee of a continuing Event of Default with respect to the Securities of
that series;

(2) the Holders of not less than 25% in principal amount of the
Outstanding Securities of that series in the case of any Event of Default
described in clause (1), (2), (3), (4), (5), (6) or (9) of Section 501, or,
in the case of any Event of Default described in clause (7) or (8) of
Section 501, the Holders of not less than 25% in principal amount of all
Outstanding Securities, shall have made written request to the Trustee to
institute proceedings in respect of such Event of Default in its own name
as Trustee hereunder;

<PAGE>

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

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

(5) no direction inconsistent with such written request has been
given to the Trustee during such 60-day period by the Holders of a majority
or more in principal amount of the Outstanding Securities of that series in
the case of any Event of Default described in clause (1), (2), (3), (4),
(5), (6) or (9) of Section 501, or, in the case of any Event of Default
described in clause (7) or (8) of Section 501, by the Holders of a majority
or more in principal amount of all Outstanding Securities;

it being understood and intended that no one or more of such Holders shall have
any right in any manner whatever by virtue of, or by availing of, any provision
of this Indenture to affect, disturb or prejudice the rights of any other
Holders of Securities of the same series, in the case of any Event of Default
described in clause (1), (2), (3), (4), (5), (6) or (9) of Section 501, or of
Holders of all Securities in the case of any Event of Default described in
clause (7) or (8) of Section 501, or to obtain or to seek to obtain priority or
preference over any other of such Holders or to enforce any right under this
Indenture, except in the manner herein provided and for the equal and ratable
benefit of all Holders of Securities of the same series, in the case of any
Event of Default described in clause (1), (2), (3), (4), (5), (6) or (9) of
Section 501, or of Holders of all Securities in the case of any Event of Default
described in clause (7) or (8) of Section 501.

SECTION 508. UNCONDITIONAL RIGHT OF HOLDERS TO RECEIVE PRINCIPAL,
PREMIUM AND INTEREST.

Notwithstanding any other provision in this Indenture, the Holder of
any Security shall have the right, which is absolute and unconditional, to
receive payment of the principal of (and premium, if any) and (subject to
Section 308) interest, if any, on, such Security or payment of such coupon on
the respective Stated Maturities expressed in such Security or coupon (or, in
the case of redemption, on the Redemption Date) and to institute suit for the
enforcement of any such payment, and such rights shall not be impaired without
the consent of such Holder.

<PAGE>

SECTION 509. RESTORATION OF RIGHTS AND REMEDIES.

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

SECTION 510. RIGHTS AND REMEDIES CUMULATIVE.

Except as otherwise provided in Section 307, no right or remedy
herein conferred upon or reserved to the Trustee or to the Holders of
Securities or coupons is intended to be exclusive of any other right or
remedy, and every right and remedy shall, to the extent permitted by law, be
cumulative and in addition to every other right and remedy given hereunder or
now or hereafter existing at law or in equity or otherwise. The assertion or
employment of any right or remedy hereunder, or otherwise, shall not prevent
the concurrent assertion or employment of any other appropriate right or
remedy.

SECTION 511. DELAY OR OMISSION NOT WAIVER.

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

SECTION 512. CONTROL BY HOLDERS.

With respect to the Securities of any series, the Holders of not
less than a majority in principal amount of the Outstanding Securities of
such series shall have the right to direct the time, method and place of
conducting any proceeding for any remedy available to the Trustee, or
exercising any trust or power conferred on the Trustee, PROVIDED that in each
case

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

<PAGE>

(2) subject to the provisions of the TIA Section 315, the
Trustee may take any other action deemed proper by the Trustee which is not
inconsistent with such direction.

SECTION 513. WAIVER OF PAST DEFAULTS.

Subject to Section 502, the Holders of not less than a majority in
principal amount of the Outstanding Securities of any series may on behalf of
the Holders of all the Securities of such series waive any past Default or Event
of Default described in clause (1), (2), (3), (4), (5), (6) or (9) of
Section 501 (or, in the case of a Default or Event of Default described in
clause (7) or (8) of Section 501, the Holders of not less than a majority in
principal amount of all Outstanding Securities may waive any such past Default
or Event of Default), and its consequences, except a Default or Event of
Default.

(1) in respect of the payment of the principal of (or premium,
if any) or interest, if any, on any Security or any related coupon, or

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

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

SECTION 514. UNDERTAKING FOR COSTS.

All parties to this Indenture agree, and each Holder of
Securities of any series by his acceptance thereof shall be deemed to have
agreed, that any court may in its discretion require, in any suit for the
enforcement of any right or remedy under this Indenture, or in any suit
against the Trustee for any action taken, suffered or omitted by it as
Trustee, the filing by any party litigant in such suit of an undertaking to
pay the costs of such suit, and that such court may in its discretion assess
reasonable costs, including reasonable attorneys' fees and expenses, against
any party litigant in such suit, having due regard to the merits and good
faith of the claims or defenses made by such party litigant; but the
provisions of this Section shall not apply to any suit instituted by the
Trustee, to any suit instituted by any Holder, or group of Holders, holding
in the aggregate more than 10% in principal amount of the Outstanding
Securities of any series, or to any suit instituted by any Holder for the
enforcement of the payment of the principal of (or premium, if any) or
interest on Securities of any series on or after the respective Stated
Maturities expressed in such Security (or, in the case of redemption, on or
after the Redemption Date); PROVIDED that neither this Section

<PAGE>

514 nor the Trust Indenture Act shall be deemed to authorize any court to
require such an undertaking or to make such an assessment in any suit instituted
by the Company.

SECTION 515. WAIVER OF STAY OR EXTENSION LAWS.

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

ARTICLE SIX

THE TRUSTEE

SECTION 601. NOTICE OF DEFAULTS.

Within 90 days after the occurrence of any Default hereunder with
respect to the Securities of any series, the Trustee shall transmit by mail to
all Holders, as their names and addresses appear in the Security Register,
notice of such default hereunder known to the Trustee, unless such Default shall
have been cured or waived; PROVIDED, HOWEVER, that, except in the case of a
default in the payment of the principal of (or premium, if any) or interest, if
any, on any Security of such series or in the payment of any sinking fund
installment with respect to Securities of such series, the Trustee shall be
protected in withholding such notice if and so long as the board of directors,
the executive committee or a trust committee of directors and/or Responsible
Officers of the Trustee in good faith determines that the withholding of such
notice is in the interest of the Holders of Securities of such series and any
related coupons; and PROVIDED FURTHER that in the case of any default or breach
of the character specified in Section 501(4) with respect to Securities of such
series, no such notice to Holders shall be given until at least 30 days after
the occurrence thereof.

SECTION 602. CERTAIN RIGHTS OF TRUSTEE.

Subject to the provisions of TIA Sections 315(a) through 315(d):

(1) the Trustee may conclusively rely and shall be protected in
acting or refraining from acting upon any resolution, certificate,
statement, instrument, opinion,

<PAGE>

report, notice, request, direction, consent, order, bond, debenture, note,
other evidence of indebtedness or other paper or document believed by it to
be genuine and to have been signed or presented by the proper party or
parties;

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

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

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

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

(6) the Trustee shall not be bound to make any investigation
into the facts or matters stated in any resolution, certificate, statement,
instrument, opinion, report, notice, request, direction, consent, order,
bond, debenture, note, other evidence of indebtedness or other paper or
document, but the Trustee, in its discretion, may make such further inquiry
or investigation into such facts or matters as it may see fit, and, if the
Trustee shall determine to make such further inquiry or investigation, it
shall be entitled to examine the books, records and premises of the
Company, personally or by agent or attorney;

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

(8) no provision of this Indenture shall require the Trustee to
expend or risk its own funds or otherwise incur any financial liability in
the performance of any

<PAGE>

of its duties hereunder, or in the exercise of any of its rights or powers
if it shall have reasonable grounds for believing that repayment of such
funds or adequate indemnity against such risk or liability is not
reasonably assured to it.

SECTION 603. TRUSTEE NOT RESPONSIBLE FOR RECITALS OR ISSUANCE OF
SECURITIES.

The recitals contained herein and in the Securities, except for the
Trustee's certificates of authentication, and in any coupons shall be taken as
the statements of the Company, and neither the Trustee nor any Authenticating
Agent assumes any responsibility for their correctness. The Trustee makes no
representations as to the validity or sufficiency of this Indenture or of the
Securities or coupons. The Trustee shall not be accountable for the use or
application by the Company of Securities or the proceeds thereof, except that
the Trustee represents that it is duly authorized to execute and deliver this
Indenture, authenticate the Securities and perform its obligations hereunder and
that the statements to be made by it in a Statement of Eligibility on Form T-1
supplied to the Company are true and accurate, subject to the qualifications set
forth therein. Neither the Trustee nor any Authenticating Agent shall be
accountable for the use or application by the Company of Securities or the
proceeds thereof.

SECTION 604. MAY HOLD SECURITIES.

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

SECTION 605. MONEY HELD IN TRUST.

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

<PAGE>

SECTION 606. COMPENSATION AND REIMBURSEMENT.

The Company agrees:

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

(2) except as otherwise expressly provided herein, to reimburse
the Trustee upon its request for all reasonable expenses, disbursements and
advances incurred or made by the Trustee in accordance with any provision
of this Indenture (including the reasonable compensation and the expenses
and disbursements of its agents and counsel), except any such expense,
disbursement or advance as may be attributable to its negligence or bad
faith; and

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

As security for the performance of the obligations of the Company
under this Section 606, the Trustee shall have a lien prior to the Securities
upon all property and funds held or collected by the Trustee as such, except
funds held in trust for the payment of principal of (or premium, if any) or
interest, if any, on particular Securities or any coupons.

When the Trustee incurs expenses or renders services in connection
with an Event of Default specified in Section 501(5) or (6), the expenses
(including the reasonable charges and expenses of its counsel) and the
compensation for the services will be intended to constitute expenses of
administration under any Bankruptcy Law.

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

SECTION 607. CONFLICTING INTERESTS.

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

<PAGE>

(b) The indenture dated as of August 15, 1997, for the Company's
81/8% Senior Debentures due 2009 shall be deemed to be specifically described
herein for the purposes of clause (i) of the first proviso contained in Section
310(b) of the Trust Indenture Act.

SECTION 608. CORPORATE TRUSTEE REQUIRED; ELIGIBILITY; CONFLICTING
INTERESTS.

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

SECTION 609. RESIGNATION AND REMOVAL; APPOINTMENT OF SUCCESSOR.

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

(b) The Trustee may resign at any time with respect to the
Securities of one or more series by giving written notice thereof to the
Company. If the instrument of acceptance by a successor Trustee required by
Section 609 shall not have been delivered to the Trustee within 30 days after
the giving of such notice of resignation, the resigning Trustee may, at the
expense of the Company, petition any court of competent jurisdiction for the
appointment of a successor Trustee with respect to the Securities of such
series.

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

<PAGE>

(d) If at any time:

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

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

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

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

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

<PAGE>

(f) The Company shall give notice of each resignation and each
removal of the Trustee with respect to the Securities of any series and each
appointment of a successor Trustee with respect to the Securities of any series
to the Holders of Securities of such series in the manner provided for in
Section 106. Each notice shall include the name of the successor Trustee with
respect to the Securities of such series and the address of its Corporate Trust
Office.

SECTION 610. ACCEPTANCE OF APPOINTMENT BY SUCCESSOR.

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

(b) In case of the appointment hereunder of a successor
Trustee with respect to the Securities of one or more (but not all) series,
the Company, the retiring Trustee and each successor Trustee with respect to
the Securities of one or more series shall execute and deliver an indenture
supplemental hereto wherein each successor Trustee shall accept such
appointment and which (1) shall contain such provisions as shall be necessary
or desirable to transfer and confirm to, and to vest in, each successor
Trustee all the rights, powers, trusts and duties of the retiring Trustee
with respect to the Securities of that or those series to which the
appointment of such successor Trustee relates, (2) if the retiring Trustee is
not retiring with respect to all Securities, shall contain such provisions as
shall be deemed necessary or desirable to confirm that all the rights,
powers, trusts and duties of the retiring Trustee with respect to the
Securities of that or those series as to which the retiring Trustee is not
retiring shall continue to be vested in the retiring Trustee, and (3) shall
add to or change any of the provisions of this Indenture as shall be
necessary to provide for or facilitate the administration of the trusts
hereunder by more than one Trustee, it being understood that nothing herein
or in such supplemental indenture shall constitute such Trustees co-trustees
of the same trust and that each such Trustee shall be trustee of a trust or
trusts hereunder separate and apart from any trust or trusts hereunder
administered by any other such Trustee; and upon the execution and delivery
of such supplemental indenture the resignation or removal of the retiring
Trustee shall become effective to the extent provided therein and each such
successor Trustee, without any further act, deed or conveyance, shall become
vested with all the rights, powers, trusts and duties of the retiring Trustee
with

<PAGE>

respect to the Securities of that or those series to which the appointment of
such successor Trustee relates; but, on request of the Company or any successor
Trustee, such retiring Trustee shall duly assign, transfer and deliver to such
successor Trustee all property and money held by such retiring Trustee hereunder
with respect to the Securities of that or those series to which the appointment
of such successor Trustee relates. Whenever there is a successor Trustee with
respect to one or more (but less than all) series of securities issued pursuant
to this Indenture, the terms "Indenture" and "Securities" shall have the
meanings specified in the provisos to the respective definitions of those terms
in Section 101 which contemplate such situation.

(c) Upon request of any such successor Trustee, the Company
shall execute any and all instruments for more fully and certainly vesting in
and confirming to such successor Trustee all rights, powers and trusts
referred to in paragraph (a) or (b) of this Section, as the case may be.

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

SECTION 611. MERGER, CONVERSION, CONSOLIDATION OR SUCCESSION TO
BUSINESS.

Any corporation into which the Trustee may be merged or converted or
with which it may be consolidated, or any corporation resulting from any merger,
conversion or consolidation to which the Trustee shall be a party, or any
corporation succeeding to all or substantially all of the corporate trust
business of the Trustee, shall be the successor of the Trustee hereunder,
provided such corporation shall be otherwise qualified and eligible under this
Article, without the execution or filing of any paper or any further act on the
part of any of the parties hereto. In case any Securities shall have been
authenticated, but not delivered, by the Trustee then in office, any successor
by merger, conversion or consolidation to such authenticating Trustee may adopt
such authentication and deliver the Securities so authenticated with the same
effect as if such successor Trustee had itself authenticated such Securities.
In case any of the Securities shall not have been authenticated by such
predecessor Trustee, any successor Trustee may authenticate such Securities
either in the name of any predecessor hereunder or in the name of the successor
Trustee. In all such cases such certificates shall have the full force and
effect which this Indenture provides for the certificate of authentication of
the Trustee; PROVIDED, HOWEVER, that the right to adopt the certificate of
authentication of any predecessor Trustee or to authenticate Securities in the
name of any predecessor Trustee shall apply only to its successor or successors
by merger, conversion or consolidation.

<PAGE>

SECTION 612. APPOINTMENT OF AUTHENTICATING AGENT.

At any time when any of the Securities remain Outstanding, the
Trustee may appoint an Authenticating Agent or Agents with respect to one or
more series of Securities which shall be authorized to act on behalf of the
Trustee to authenticate Securities of such series and the Trustee shall give
written notice of such appointment to all Holders of Securities of the series
with respect to which such Authenticating Agent will serve, in the manner
provided for in Section 106. Securities so authenticated shall be entitled
to the benefits of this Indenture and shall be valid and obligatory for all
purposes as if authenticated by the Trustee hereunder. Any such appointment
shall be evidenced by an instrument in writing signed by a Responsible
Officer of the Trustee, and a copy of such instrument shall be promptly
furnished to the Company. Wherever reference is made in this Indenture to
the authentication and delivery of Securities by the Trustee or the Trustee's
certificate of authentication, such reference shall be deemed to include
authentication and delivery on behalf of the Trustee by an Authenticating
Agent and a certificate of authentication executed on behalf of the Trustee
by an Authenticating Agent. Each Authenticating Agent shall be acceptable to
the Company and shall at all times be a corporation organized and doing
business under the laws of the United States of America, any state thereof or
the District of Columbia, authorized under such laws to act as Authenticating
Agent, having a combined capital and surplus of not less than $50,000,000 and
subject to supervision or examination by federal or state authority. If such
corporation publishes reports of condition at least annually, pursuant to law
or to the requirements of said supervising or examining authority, then for
the purposes of this Section, the combined capital and surplus of such
corporation shall be deemed to be its combined capital and surplus as set
forth in its most recent report of condition so published. If at any time an
Authenticating Agent shall cease to be eligible in accordance with the
provisions of this Section, it shall resign immediately in the manner and
with the effect specified in this Section.

Any corporation into which an Authenticating Agent may be merged or
converted or with which it may be consolidated, or any corporation resulting
from any merger, conversion or consolidation to which such Authenticating Agent
shall be a party, or any corporation succeeding to the corporate agency or
corporate trust business of an Authenticating Agent, shall continue to be an
Authenticating Agent, PROVIDED such corporation shall be otherwise eligible
under this Section, without the execution or filing of any paper or any further
act on the part of the Trustee or the Authenticating Agent.

<PAGE>

Authenticating Agent which shall be acceptable to the Company and shall give
written notice of such appointment to all Holders of Securities of the series
with respect to which such Authenticating Agent will serve, in the manner
provided for in Section 106. Any successor Authenticating Agent upon acceptance
of its appointment hereunder shall become vested with all the rights, powers and
duties of its predecessor hereunder, with like effect as if originally named as
an Authenticating Agent. No successor Authenticating Agent shall be appointed
unless eligible under the provisions of this Section.

The Company agrees to pay to each Authenticating Agent from time to
time reasonable compensation for its services under this Section.

If an appointment with respect to one or more series is made
pursuant to this Section, the Securities of such series may have endorsed
thereon, in addition to the Trustee's certificate of authentication, an
alternate certificate of authentication in the following form:

Dated: ____________________

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

THE BANK OF NEW YORK,
as Trustee

By
-------------------------------
as Authenticating Agent

By
-------------------------------
Authorized Signatory

SECTION 613. PREFERENTIAL COLLECTION OF CLAIMS AGAINST COMPANY.

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

<PAGE>

ARTICLE SEVEN

HOLDERS' LISTS AND REPORTS BY TRUSTEE AND COMPANY

SECTION 701. DISCLOSURE OF NAMES AND ADDRESSES OF HOLDERS.

Every Holder of Securities or coupons, by receiving and holding the
same, agrees with the Company and the Trustee that none of the Company or the
Trustee or any agent of either of them shall be held accountable by reason of
the disclosure of any information as to the names and addresses of the Holders
in accordance with TIA Section 312, regardless of the source from which such
information was derived, and that the Trustee shall not be held accountable by
reason of mailing any material pursuant to a request made under TIA Section 312.

SECTION 702. REPORTS BY TRUSTEE.

Within 60 days after April 1 of each year commencing with the first
April 1 after the first issuance of Securities pursuant to this Indenture, the
Trustee shall transmit to the Holders of Securities, in the manner and to the
extent provided in TIA Section 313(c), a brief report dated as of such April 1
if required by TIA Section 313(a).

SECTION 703. REPORTS BY COMPANY.

The Company shall:

(1) file with the Trustee, within 30 days after the Company is
required to file the same with the Commission, copies of the annual reports
and of the information, documents and other reports (or copies of such
portions of any of the foregoing as the Commission may from time to time by
rules and regulations prescribe) which the Company may be required to file
with the Commission pursuant to Section 13 or Section 15(d) of the Exchange
Act; or, if the Company is not required to file information, documents or
reports pursuant to either of such Sections, then it shall file with the
Trustee and the Commission, in accordance with rules and regulations
prescribed from time to time by the Commission, such of the supplementary
and periodic information, documents and reports which may be required
pursuant to Section 13 of the Exchange Act in respect of a security listed
and registered on a national securities exchange as may be prescribed from
time to time in such rules and regulations;

<PAGE>

the conditions and covenants of this Indenture as may be required from time
to time by such rules and regulations; and

(3) transmit by mail to all Holders, as their names and
addresses appear in the Security Register, within 30 days after the filing
thereof with the Trustee, in the manner and to the extent provided in TIA
Section 313(c), such summaries of any information, documents and reports
required to be filed by the Company pursuant to Subsections (1) and (2) of
this Section as may be required by rules and regulations prescribed from
time to time by the Commission.

ARTICLE EIGHT

CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE

SECTION 801. COMPANY MAY CONSOLIDATE, ETC., ONLY ON CERTAIN TERMS.

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

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

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

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

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

<PAGE>

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

SECTION 802. SUCCESSOR SUBSTITUTED.

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

ARTICLE NINE

SUPPLEMENTAL INDENTURES

SECTION 901. SUPPLEMENTAL INDENTURES WITHOUT CONSENT OF HOLDERS.

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

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

(2) to add to the covenants of the Company for the benefit of
the Holders of all or any series of Securities and any related coupons
(and if such covenants are to be for the benefit of less than all series of
Securities, stating that such covenants are being included solely for the
benefit of such series) or to surrender any right or power herein or in the
Securities conferred upon the Company; or

(3) to add any additional Events of Default (and if such Events
of Default are to be for the benefit of less than all series of Securities,
stating that such Events of Default are being included solely for the
benefit of such series); or

<PAGE>

(4) to add to or change any of the provisions of this Indenture
to provide that Bearer Securities may be registrable as to principal, to
change or eliminate any restrictions on the payment of principal of or any
premium or interest on Bearer Securities, to permit Bearer Securities to be
issued in exchange for Registered Securities, to permit Bearer Securities
to be issued in exchange for Bearer Securities of other authorized
denominations or to permit or facilitate the issuance of Securities in
uncertificated form; PROVIDED that any such action shall not adversely
affect the interests of the Holders of Securities of any series or any
related coupons in any material respect; or

(5) to change or eliminate any of the provisions of this
Indenture; PROVIDED that any such change or elimination shall become
effective only when there is no Security Outstanding of any series created
prior to the execution of such supplemental indenture which is entitled to
the benefit of such provision; or

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

(7) to establish the form or terms of Securities of any series
as permitted by Sections 201 and 301; or

(8) to evidence and provide for the acceptance of appointment
hereunder by a successor Trustee with respect to the Securities of one or
more series and to add to or change any of the provisions of this Indenture
as shall be necessary to provide for or facilitate the administration of
the trusts hereunder by more than one Trustee, pursuant to the requirements
of Section 610(b); or

(9) to close this Indenture with respect to the authentication
and delivery of additional series of Securities; or

(10) to cure any ambiguity, to correct or supplement any
provision herein which may be defective or inconsistent with any other
provision herein, or to make any other provisions with respect to matters
or questions arising under this Indenture; PROVIDED that such action shall
not adversely affect the interests of the Holders of Securities of any
series and any related coupons in any material respect; or

(11) to supplement any of the provisions of this Indenture to
such extent as shall be necessary to permit or facilitate the defeasance
and discharge of any series of Securities pursuant to Sections 401, 1402
and 1403; PROVIDED that any such action shall not adversely affect the
interests of the Holders of Securities of such series and any related
coupons or any other series of Securities in any material respect; or

<PAGE>

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

SECTION 902. SUPPLEMENTAL INDENTURES WITH CONSENT OF HOLDERS.

With the consent of the Holders of not less than a majority in
principal amount of all Outstanding Securities of any series, by Act of said
Holders delivered to the Company and the Trustee, the Company, when authorized
by a Board Resolution, and the Trustee may enter into one or more indentures
supplemental hereto for the purpose of adding any provisions to or changing in
any manner or eliminating any of the provisions of this Indenture which affect
such series of Securities or of modifying in any manner the rights of the
Holders of Securities of such series under this Indenture; PROVIDED, HOWEVER,
that no such supplemental indenture amendment or waiver shall, without the
consent of the Holder of each Outstanding Security of such series affected
thereby:

(1) change the Stated Maturity of the principal of (or premium,
if any) or any installment of interest on any Security of such series, or
reduce the principal amount thereof (or premium, if any) or the rate of
interest, if any, thereon, or reduce the amount of the principal of an
Original Issue Discount Security of such series that would be due and
payable upon a declaration of acceleration of the Maturity thereof pursuant
to Section 502 or the amount thereof provable in bankruptcy pursuant to
Section 504, or adversely affect any right of repayment at the option of
any Holder of any Security of such series, or change any Place of Payment
where, or the Currency in which, any Security of such series or any premium
or interest thereon is payable, or impair the right to institute suit for
the enforcement of any such payment on or after the Stated Maturity thereof
(or, in the case of redemption or repayment at the option of the Holder, on
or after the Redemption Date or Repayment Date, as the case may be), or
adversely affect any right to convert or exchange any Security as may be
provided pursuant to Section 301 herein, or

(2) reduce the percentage in principal amount of the Outstanding
Securities of such series the consent of whose Holders is required for any
such supplemental indenture, or the consent of whose Holders is required
for any waiver (of compliance with certain provisions of this Indenture
which affect such series or certain defaults applicable to such series
hereunder and their consequences) provided for in this Indenture, or reduce
the requirements of Section 1504 for quorum or voting with respect to
Securities of such series, or

(3) modify any of the provisions of this Section 902, Section
513 or Section 1014, except to increase any such percentage or to provide
that certain other provisions of this Indenture which affect such series
cannot be modified or waived without the consent of the Holder of each
Outstanding Security affected thereby of such series.

<PAGE>

A supplemental indenture which changes or eliminates any covenant or
other provision of this Indenture which has expressly been included solely for
the benefit of one or more particular series of Securities, or which modifies
the rights of the Holders of Securities of such series with respect to such
covenant or other provision, shall be deemed not to affect the rights under this
Indenture of the Holders of Securities of any other series. Any such
supplemental indenture adding any provisions to or changing in any manner or
eliminating any of the provisions of this Indenture, or modifying in any manner
the rights of the Holders of Securities of such series, shall not affect the
rights under this Indenture of the Holders of Securities of any other series.

It shall not be necessary for any Act of Holders under this
Section to approve the particular form of any proposed supplemental
indenture, but it shall be sufficient if such Act shall approve the substance
thereof.

SECTION 903. EXECUTION OF SUPPLEMENTAL INDENTURES.

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

SECTION 904. EFFECT OF SUPPLEMENTAL INDENTURES.

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

SECTION 905. CONFORMITY WITH TRUST INDENTURE ACT.

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

SECTION 906. REFERENCE IN SECURITIES TO SUPPLEMENTAL INDENTURES.

<PAGE>

indenture. If the Company shall so determine, new Securities of any series so
modified as to conform, in the opinion of the Trustee and the Company, to any
such supplemental indenture may be prepared and executed by the Company and
authenticated and delivered by the Trustee in exchange for Outstanding
Securities of such series.

SECTION 907. NOTICE OF SUPPLEMENTAL INDENTURES.

Promptly after the execution by the Company and the Trustee of any
supplemental indenture pursuant to the provisions of Section 902, the Company
shall give notice thereof to the Holders of each Outstanding Security affected,
in the manner provided for in Section 106, setting forth in general terms the
substance of such supplemental indenture.

ARTICLE TEN

COVENANTS

SECTION 1001. PAYMENT OF PRINCIPAL, PREMIUM, IF ANY, AND INTEREST.

The Company covenants and agrees for the benefit of the Holders of
each series of Securities and any related coupons that it will duly and
punctually pay the principal of (and premium, if any) and interest, if any, on
the Securities of that series in accordance with the terms of the Securities,
any coupons appertaining thereto and this Indenture. Unless otherwise specified
as contemplated by Section 301 with respect to any series of Securities, any
interest installments due on Bearer Securities on or before Maturity shall be
payable only upon presentation and surrender of the several coupons for such
interest installments as are evidenced thereby as they severally mature.

SECTION 1002. MAINTENANCE OF OFFICE OR AGENCY.

If the Securities of a series are issuable only as Registered
Securities, the Company will maintain in each Place of Payment for any series of
Securities an office or agency where Securities of that series may be presented
or surrendered for payment, where Securities of that series may be surrendered
for registration of transfer or exchange, where Securities of that series that
are convertible or exchangeable may be surrendered for conversion or exchange,
as applicable and where notices and demands to or upon the Company in respect of
the Securities of that series and this Indenture may be served.

<PAGE>

surrendered for exchange, where Securities of that series that are convertible
or exchangeable may be surrendered for conversion or exchange, as applicable,
where notices and demands to or upon the Company in respect of the Securities of
that series and this Indenture may be served and where Bearer Securities of that
series and related coupons may be presented or surrendered for payment in the
circumstances described in the following paragraph (and not otherwise)
(B) subject to any laws or regulations applicable thereto, in a Place of Payment
for that series which is located outside the United States, an office or agency
where Securities of that series and related coupons may be presented and
surrendered for payment; PROVIDED, HOWEVER, that, if the Securities of that
series are listed on any stock exchange located outside the United States and
such stock exchange shall so require, the Company will maintain a Paying Agent
for the Securities of that series in any required city located outside the
United States so long as the Securities of that series are listed on such
exchange, and (C) subject to any laws or regulations applicable thereto, in a
Place of Payment for that series located outside the United States an office or
agency where any Registered Securities of that series may be surrendered for
registration of transfer, where Securities of that series may be surrendered for
exchange, where Securities of that series that are convertible and exchangeable
may be surrendered for conversion or exchange, as applicable and where notices
and demands to or upon the Company in respect of the Securities of that series
and this Indenture may be served.

The Company will give prompt written notice to the Trustee of the
location, and any change in the location, of such office or agency. If at any
time the Company shall fail to maintain any such required office or agency or
shall fail to furnish the Trustee with the address thereof, such presentations,
surrenders, notices and demands may be made or served at the Corporate Trust
Office of the Trustee, except that Bearer Securities of any series and the
related coupons may be presented and surrendered for payment at the offices
specified in the Security, in London, and the Company hereby appoints the same
as its agents to receive such respective presentations, surrenders, notices and
demands.

Unless otherwise specified with respect to any Securities
pursuant to Section 301, no payment of principal, premium or interest on
Bearer Securities shall be made at any office or agency of the Company in the
United States or by check mailed to any address in the United States or by
transfer to an account maintained with a bank located in the United States;
PROVIDED, HOWEVER, that, if the Securities of a series are payable in
Dollars, payment of principal of (and premium, if any) and interest, if any,
on any Bearer Security shall be made at the office of the Company's Paying
Agent in The City of New York, if (but only if) payment in Dollars of the
full amount of such principal, premium or interest, as the case may be, at
all offices or agencies outside the United States maintained for such purpose
by the Company in accordance with this Indenture is illegal or effectively
precluded by exchange controls or other similar restrictions.

<PAGE>

that no such designation or rescission shall in any manner relieve the Company
of its obligation to maintain an office or agency in accordance with the
requirements set forth above for Securities of any series for such purposes.
The Company will give prompt written notice to the Trustee of any such
designation or rescission and of any change in the location of any such other
office or agency. Unless otherwise specified with respect to any Securities as
contemplated by Section 301 with respect to a series of Securities, the Company
hereby designates as a Place of Payment for each series of Securities the office
or agency of the Company in the Borough of Manhattan, The City of New York, and
initially appoints the Trustee at its Corporate Trust Office as Paying Agent in
such city and as its agent to receive all such presentations, surrenders,
notices and demands.

Unless otherwise specified with respect to any Securities
pursuant to Section 301, if and so long as the Securities of any series (i)
are denominated in a Currency other than Dollars or (ii) may be payable in a
Currency other than Dollars, or so long as it is required under any other
provision of the Indenture, then the Company will maintain with respect to
each such series of Securities, or as so required, at least one Exchange Rate
Agent.

SECTION 1003. MONEY FOR SECURITIES PAYMENTS TO BE HELD IN TRUST.

If the Company shall at any time act as its own Paying Agent with
respect to any series of Securities and any related coupons, it will, on or
before each due date of the principal of (or premium, if any) or interest, if
any, on any of the Securities of that series, segregate and hold in trust for
the benefit of the Persons entitled thereto a sum in the Currency in which the
Securities of such series are payable (except as otherwise specified pursuant to
Section 301 for the Securities of such series and except, if applicable, as
provided in Sections 313(b), 313(d) and 313(e)) sufficient to pay the principal
of (or premium, if any) or interest, if any, on Securities of such series so
becoming due until such sums shall be paid to such Persons or otherwise disposed
of as herein provided and will promptly notify the Trustee of its action or
failure so to act.

Whenever the Company shall have one or more Paying Agents for any
series of Securities and any related coupons, it will, prior to or on each due
date of the principal of (or premium, if any) or interest, if any, on any
Securities of that series, deposit with a Paying Agent a sum (in the Currency
described in the preceding paragraph) sufficient to pay the principal (or
premium, if any) or interest, if any, so becoming due, such sum to be held in
trust for the benefit of the Persons entitled to such principal, premium or
interest, and (unless such Paying Agent is the Trustee) the Company will
promptly notify the Trustee of its action or failure so to act.

The Company will cause each Paying Agent (other than the Trustee)
for any series of Securities to execute and deliver to the Trustee an
instrument in which such Paying Agent

<PAGE>

shall agree with the Trustee, subject to the provisions of this Section, that
such Paying Agent will:

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

(2) give the Trustee notice of any default by the Company (or
any other obligor upon the Securities of such series) in the making of any
payment of principal of (or premium, if any) or interest, if any, on the
Securities of such series; and

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

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

Except as provided in the Securities of any series, any money
deposited with the Trustee or any Paying Agent, or then held by the Company, in
trust for the payment of the principal of (or premium, if any) or interest, if
any, on any Security of any series, or any coupon appertaining thereto, and
remaining unclaimed for two years after such principal, premium or interest has
become due and payable shall be paid to the Company on Company Request, or (if
then held by the Company) shall be discharged from such trust; and the Holder of
such Security or coupon shall thereafter, as an unsecured general creditor, look
only to the Company for payment thereof, and all liability of the Trustee or
such Paying Agent with respect to such trust money, and all liability of the
Company as trustee thereof, shall thereupon cease; PROVIDED, HOWEVER, that the
Trustee or such Paying Agent, before being required to make any such repayment,
may at the expense of the Company cause to be published once, in an Authorized
Newspaper, notice that such money remains unclaimed and that, after a date
specified therein, which shall not be less than 30 days from the date of such
publication, any unclaimed balance of such money then remaining will be repaid
to the Company.

<PAGE>

SECTION 1004. CORPORATE EXISTENCE.

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

SECTION 1005. PAYMENT OF TAXES AND OTHER CLAIMS.

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

SECTION 1006. MAINTENANCE OF PROPERTIES.

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

The Company shall provide or cause to be provided, for itself and any
Restricted Subsidiaries, insurance (including appropriate self-insurance)
against loss or damage of the kinds

<PAGE>

customarily insured against by corporations similarly situated and owning like
properties in the same general areas in which the Company or such Restricted
Subsidiaries operate.

SECTION 1007. LIMITATION ON INDEBTEDNESS.

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

SECTION 1008. LIMITATION ON LIENS.

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

SECTION 1009. LIMITATION ON RESTRICTED PAYMENTS.

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

(i) $25,000,000, plus

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

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

<PAGE>

The foregoing provisions of this Section 1009 shall not prevent
(i) the payment of any dividend within 60 days after the date of declaration
thereof, if at such date of declaration such payment complied with the
provisions of this Section 1009; (ii) the retirement, redemption, purchase,
defeasance or other acquisition of any shares of the Company's Capital Stock or
warrants, rights or options to acquire Capital Stock of the Company, in exchange
for, or out of the proceeds of a sale (within one year before or 180 days after
such retirement, redemption, purchase, defeasance or other acquisition) of,
other shares of its Capital Stock or warrants, rights or options to acquire
Capital Stock of the Company; and (iii) the redemption of, or payments of cash
dividends on, the Company's 8% Series C Cumulative Preferred Stock (the "Series
C Preferred Stock") outstanding on January 1, 1997, which redemptions or
dividends are provided for by the terms of the Series C Preferred Stock in
effect on such date (or the redemption of or payment of cash dividends on any
security of the Company issued in exchange for or upon the conversion of such
Series C Preferred Stock; PROVIDED that the aggregate amount payable pursuant to
the terms of such security is no greater than the aggregate amount payable
pursuant to the terms of the Series C Preferred Stock). For purposes of
determining the aggregate permissible amount of Restricted Payments in
accordance with clause (b) of the first paragraph of this Section 1009, all
amounts expended pursuant to clauses (i) and (iii) of this paragraph shall be
included and all amounts expended or received pursuant to clause (ii) of this
paragraph shall be excluded; PROVIDED, HOWEVER, that amounts paid pursuant to
clause (i) of this paragraph shall be included only to the extent that such
amounts were not previously included in calculating Restricted Payments.

For the purposes of this Section 1009, the net proceeds from the
issuance of shares of Capital Stock of the Company upon conversion of
Indebtedness shall be deemed to be an amount equal to (i) the accreted value of
such Indebtedness on the date of such conversion and (ii) the additional
consideration, if any, received by the Company upon such conversion thereof,
less any cash payment on account of fractional shares (such consideration, if in
property other than cash, to be determined by the Board of Directors, whose good
faith determination shall be conclusive and evidenced by a Board Resolution).
If the Company makes a Restricted Payment which, at the time of the making of
such Restricted Payment, would in the good faith determination of the Company be
permitted under the requirements of this Section 1009, such Restricted Payment
shall be deemed to have been made in compliance with this Section 1009
notwithstanding any subsequent adjustments made in good faith to the Company's
financial statements affecting Cumulative Cash Flow Credit or Cumulative
Interest Expense for any period.

SECTION 1010. LIMITATION ON INVESTMENTS IN UNRESTRICTED SUBSIDIARIES
AND AFFILIATES.

<PAGE>

no Default or Event of Default shall have occurred and be continuing or shall
occur as a consequence of such Investment or such redesignation of a Restricted
Subsidiary and (b) after giving effect thereto, the Cash Flow Ratio shall be
less than or equal to 9 to 1.

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

SECTION 1011. TRANSACTIONS WITH AFFILIATES.

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

SECTION 1012. PROVISION OF FINANCIAL STATEMENTS.

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

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

<PAGE>

SECTION 1013. STATEMENT AS TO COMPLIANCE.

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

SECTION 1014. WAIVER OF CERTAIN COVENANTS.

The Company may omit in any particular instance to comply with any
covenant or condition set forth in Sections 1007 through 1012 with respect to
Securities of any series if, before or after the time for such compliance, the
Holders of a majority in aggregate principal amount of all Outstanding
Securities of the series shall, by Act of such Holders, waive such compliance in
such instance or generally waive compliance with such covenant or condition, but
no such waiver shall extend to or affect such covenant or condition except to
the extent so expressly waived, and, until such waiver shall become effective,
the obligations of the Company and the duties of the Trustee in respect of any
such covenant or condition shall remain in full force and effect.

ARTICLE ELEVEN

REDEMPTION OF SECURITIES

SECTION 1101. APPLICABILITY OF ARTICLE.

Securities of any series which are redeemable before their Stated
Maturity shall be redeemable in accordance with the terms of such Securities and
(except as otherwise specified as contemplated by Section 301 for Securities of
any series) in accordance with this Article.

SECTION 1102. ELECTION TO REDEEM; NOTICE TO TRUSTEE.

The election of the Company to redeem any Securities shall be
evidenced by or pursuant to a Board Resolution. In case of any redemption at
the election of the Company, the Company shall, at least 60 days prior to the
Redemption Date fixed by the Company (unless a shorter notice shall be
satisfactory to the Trustee), notify the Trustee of such Redemption Date and of
the principal amount of Securities of such series to be redeemed and shall
deliver to the Trustee such documentation and records as shall enable the
Trustee to select the Securities to be redeemed pursuant to Section 1103. In
the case of any redemption of Securities prior to the expiration of any
restriction on such redemption provided in the terms of such Securities or

<PAGE>

elsewhere in this Indenture, the Company shall furnish the Trustee with an
Officers' Certificate evidencing compliance with such restriction.

SECTION 1103. SELECTION BY TRUSTEE OF SECURITIES TO BE REDEEMED.

If less than all the Securities of any series are to be redeemed, the
particular Securities to be redeemed shall be selected not more than 60 days
prior to the Redemption Date by the Trustee, from the Outstanding Securities of
such series not previously called for redemption, by such method as the Trustee
shall deem fair and appropriate and which may provide for the selection for
redemption of portions of the principal of Securities of such series; PROVIDED,
HOWEVER, that no such partial redemption shall reduce the portion of the
principal amount of a Security not redeemed to less than the minimum authorized
denomination for Securities of such series established pursuant to Section 301.

The Trustee shall promptly notify the Company in writing of the
Securities selected for redemption and, in the case of any Securities selected
for partial redemption, the principal amount thereof to be redeemed.

For all purposes of this Indenture, unless the context otherwise
requires, all provisions relating to the redemption of Securities shall relate,
in the case of any Security redeemed or to be redeemed only in part, to the
portion of the principal amount of such Security which has been or is to be
redeemed.

SECTION 1104. NOTICE OF REDEMPTION.

Except as otherwise specified as contemplated by Section 301, notice
of redemption shall be given in the manner provided for in Section 106 not less
than 30 nor more than 60 days prior to the Redemption Date, to each Holder of
Securities to be redeemed.

All notices of redemption shall identify the Securities (including
CUSIP number, if any) to be redeemed and shall state:

(1) the Redemption Date,

(2) the Redemption Price and the amount of accrued interest to the
Redemption Date payable as provided in Section 1106, if any,

(3) if less than all the Outstanding Securities of any series are to
be redeemed, the identification (and, in the case of partial redemption,
the principal amounts) of the particular Securities to be redeemed,

<PAGE>

(4) in case any Security is to be redeemed in part only, the notice
which relates to such Security shall state that on and after the Redemption
Date, upon surrender of such Security, the holder will receive, without
charge, a new Security or Securities of authorized denominations for the
principal amount thereof remaining unredeemed,

(5) that on the Redemption Date, the Redemption Price and accrued
interest, if any, to the Redemption Date payable as provided in
Section 1106 will become due and payable upon each such Security, or the
portion thereof, to be redeemed and, if applicable, that interest thereon
will cease to accrue on and after said date,

(6) the Place or Places of Payment where such Securities, together in
the case of Bearer Securities with all coupons appertaining thereto, if
any, maturing after the Redemption Date, are to be surrendered for payment
of the Redemption Price and accrued interest, if any,

(7) that the redemption is for a sinking fund, if such is the case,

(8) that, unless otherwise specified in such notice, Bearer
Securities of any series, if any, surrendered for redemption must be
accompanied by all coupons maturing subsequent to the Redemption Date or
the amount of any such missing coupon or coupons will be deducted from the
Redemption Price unless security or indemnity satisfactory to the Company,
the Trustee and any Paying Agent is furnished, and

(9) if Bearer Securities of any series are to be redeemed and any
Registered Securities of such series are not to be redeemed, and if such
Bearer Securities may be exchanged for Registered Securities not subject to
redemption on such Redemption Date pursuant to Section 306 or otherwise,
the last date, as determined by the Company, on which such exchanges may be
made.

Notice of redemption of Securities to be redeemed at the election of
the Company shall be given by the Company or, at the Company's request, by the
Trustee in the name and at the expense of the Company.

SECTION 1105. DEPOSIT OF REDEMPTION PRICE.

Prior to any Redemption Date, the Company shall deposit with the
Trustee or with a Paying Agent (or, if the Company is acting as its own Paying
Agent, segregate and hold in trust as provided in Section 1003) an amount of
money in the Currency in which the Securities of such series are payable (except
as otherwise specified pursuant to Section 301 for the Securities of such series
and except, if applicable, as provided in Sections 313(b), 313(d) and 313(e))
sufficient to pay the Redemption Price of, and accrued interest, if any, on, all
the Securities which are to be redeemed on that date.

<PAGE>

SECTION 1106. SECURITIES PAYABLE ON REDEMPTION DATE.

Notice of redemption having been given as aforesaid, the Securities so
to be redeemed shall, on the Redemption Date, become due and payable at the
Redemption Price therein specified in the Currency in which the Securities of
such series are payable (except as otherwise specified pursuant to Section 301
for the Securities of such series and except, if applicable, as provided in
Sections 313(b), 313(d) and 313(e)) (together with accrued interest, if any, to
the Redemption Date), and from and after such date (unless the Company shall
default in the payment of the Redemption Price and accrued interest, if any)
such Securities shall, if the same were interest-bearing, cease to bear interest
and the coupons for such interest appertaining to any Bearer Securities so to be
redeemed, except to the extent provided below, shall be void. Upon surrender of
any such Security for redemption in accordance with said notice, together with
all coupons, if any, appertaining thereto maturing after the Redemption Date,
such Security shall be paid by the Company at the Redemption Price, together
with accrued interest, if any, to the Redemption Date; PROVIDED, HOWEVER, that
installments of interest on Bearer Securities whose Stated Maturity is on or
prior to the Redemption Date shall be payable only at an office or agency
located outside the United States (except as otherwise provided in Section 1002)
and, unless otherwise specified as contemplated by Section 301, only upon
presentation and surrender of coupons for such interest; and PROVIDED FURTHER
that installments of interest on Registered Securities whose Stated Maturity is
on or prior to the Redemption Date shall be payable to the Holders of such
Securities, or one or more Predecessor Securities, registered as such at the
close of business on the relevant Record Dates according to their terms and the
provisions of Section 308.

If any Bearer Security surrendered for redemption shall not be
accompanied by all appurtenant coupons maturing after the Redemption Date, such
Security may be paid after deducting from the Redemption Price an amount equal
to the face amount of all such missing coupons, or the surrender of such missing
coupon or coupons may be waived by the Company and the Trustee if there be
furnished to them such security or indemnity as they may require to save each of
them and any Paying Agent harmless. If thereafter the Holder of such Security
shall surrender to the Trustee or any Paying Agent any such missing coupon in
respect of which a deduction shall have been made from the Redemption Price,
such Holder shall be entitled to receive the amount so deducted; PROVIDED,
HOWEVER, that interest represented by coupons shall be payable only at an office
or agency located outside the United States (except as otherwise provided in
Section 1002) and, unless otherwise specified as contemplated by Section 301,
only upon presentation and surrender of those coupons.

If any Security called for redemption shall not be so paid upon
surrender thereof for redemption, the principal (and premium, if any) shall,
until paid, bear interest from the Redemption Date at the rate of interest or
Yield to Maturity (in the case of Original Issue Discount Securities) set forth
in such Security.

<PAGE>

SECTION 1107. SECURITIES REDEEMED IN PART.

Any Security which is to be redeemed only in part (pursuant to the
provisions of this Article or of Article Twelve) shall be surrendered at a Place
of Payment therefor (with, if the Company or the Trustee so requires, due
endorsement by, or a written instrument of transfer in form satisfactory to the
Company and the Trustee duly executed by, the Holder thereof or such Holder's
attorney duly authorized in writing), and the Company shall execute, and the
Trustee shall authenticate and deliver to the Holder of such Security without
service charge, a new Security or Securities of the same series, of any
authorized denomination as requested by such Holder, in aggregate principal
amount equal to and in exchange for the unredeemed portion of the principal of
the Security so surrendered.

ARTICLE TWELVE

SINKING FUNDS

SECTION 1201. APPLICABILITY OF ARTICLE.

Retirements of Securities of any series pursuant to any sinking fund
shall be made in accordance with the terms of such Securities and (except as
otherwise specified as contemplated by Section 301 for Securities of any series)
in accordance with this Article.

The minimum amount of any sinking fund payment provided for by the
terms of Securities of any series is herein referred to as a "mandatory sinking
fund payment", and any payment in excess of such minimum amount provided for by
the terms of Securities of any series is herein referred to as an "optional
sinking fund payment". If provided for by the terms of Securities of any
series, the cash amount of any mandatory sinking fund payment may be subject to
reduction as provided in Section 1202. Each sinking fund payment shall be
applied to the redemption of Securities of any series as provided for by the
terms of Securities of such series.

SECTION 1202. SATISFACTION OF SINKING FUND PAYMENTS WITH SECURITIES.

Subject to Section 1203, in lieu of making all or any part of any
mandatory sinking fund payment with respect to any Securities of a series in
cash, the Company may at its option (1) deliver to the Trustee Outstanding
Securities of a series (other than any previously called for redemption)
theretofore purchased or otherwise acquired by the Company together in the case
of any Bearer Securities of such series with all unmatured coupons appertaining
thereto, and/or (2) receive credit for the principal amount of Securities of
such series which have been previously delivered to the Trustee by the Company
or for Securities of such series which have been redeemed either at the election
of the Company pursuant to the terms of such Securities or through the
application of permitted optional sinking fund payments pursuant to the terms of

<PAGE>

such Securities, in each case in satisfaction of all or any part of any
mandatory sinking fund payment with respect to the Securities of the same series
required to be made pursuant to the terms of such Securities as provided for by
the terms of such series; PROVIDED, HOWEVER, that such Securities have not been
previously so credited. Such Securities shall be received and credited for such
purpose by the Trustee at the Redemption Price specified in such Securities for
redemption through operation of the sinking fund and the amount of such
mandatory sinking fund payment shall be reduced accordingly.

SECTION 1203. REDEMPTION OF SECURITIES FOR SINKING FUND.

Not less than 60 days prior to each sinking fund payment date for any
series of Securities, the Company will deliver to the Trustee an Officers'
Certificate specifying the amount of the next ensuing sinking fund payment for
that series pursuant to the terms of that series, the portion thereof, if any,
which is to be satisfied by payment of cash in the Currency in which the
Securities of such series are payable (except as otherwise specified pursuant to
Section 301 for the Securities of such series and except, if applicable, as
provided in Sections 313(b), 313(d) and 313(e)) and the portion thereof, if any,
which is to be satisfied by delivering or crediting Securities of that series
pursuant to Section 1202 (which Securities will, if not previously delivered,
accompany such certificate) and whether the Company intends to exercise its
right to make a permitted optional sinking fund payment with respect to such
series. Such certificate shall be irrevocable and upon its delivery the Company
shall be obligated to make the cash payment or payments therein referred to, if
any, on or before the next succeeding sinking fund payment date. In the case of
the failure of the Company to deliver such certificate, the sinking fund payment
due on the next succeeding sinking fund payment date for that series shall be
paid entirely in cash and shall be sufficient to redeem the principal amount of
such Securities subject to a mandatory sinking fund payment without the option
to deliver or credit Securities as provided in Section 1202 and without the
right to make any optional sinking fund payment, if any, with respect to such
series.

Not more than 60 days before each such sinking fund payment date the
Trustee shall select the Securities to be redeemed upon such sinking fund
payment date in the manner specified in Section 1103 and cause notice of the
redemption thereof to be given in the name of and at the expense of the Company
in the manner provided in Section 1104. Such notice having been duly given, the
redemption of such Securities shall be made upon the terms and in the manner
stated in Sections 1106 and 1107.

Prior to any sinking fund payment date, the Company shall pay to the
Trustee or a Paying Agent (or, if the Company is acting as its own Paying Agent,
segregate and hold in trust as provided in Section 1003) in cash a sum equal to
any interest that will accrue to the date fixed for redemption of Securities or
portions thereof to be redeemed on such sinking fund payment date pursuant to
this Section 1203.

<PAGE>

Notwithstanding the foregoing, with respect to a sinking fund for any
series of Securities, if at any time the amount of cash to be paid into such
sinking fund on the next succeeding sinking fund payment date, together with any
unused balance of any preceding sinking fund payment or payments for such
series, does not exceed in the aggregate $100,000, the Trustee, unless requested
by the Company, shall not give the next succeeding notice of the redemption of
Securities of such series through the operation of the sinking fund. Any such
unused balance of moneys deposited in such sinking fund shall be added to the
sinking fund payment for such series to be made in cash on the next succeeding
sinking fund payment date or, at the written request of the Company, shall be
applied at any time or from time to time to the purchase of Securities of such
series, by public or private purchase, in the open market or otherwise, at a
purchase price for such Securities (excluding accrued interest and brokerage
commissions, for which the Trustee or any Paying Agent will be promptly
reimbursed by the Company) not in excess of the principal amount thereof.

ARTICLE THIRTEEN

REPAYMENT AT OPTION OF HOLDERS

SECTION 1301. APPLICABILITY OF ARTICLE.

Repayment of Securities of any series before their Stated Maturity at
the option of Holders thereof shall be made in accordance with the terms of such
Securities and (except as otherwise specified as contemplated by Section 301 for
Securities of any series) in accordance with this Article.

SECTION 1302. REPAYMENT OF SECURITIES.

Securities of any series subject to repayment in whole or in part at
the option of the Holders thereof will, unless otherwise provided in the terms
of such Securities, be repaid at a price equal to the principal amount thereof,
together with interest, if any, thereon accrued to the Repayment Date specified
in or pursuant to the terms of such Securities. The Company covenants that on
or before the Repayment Date it will deposit with the Trustee or with a Paying
Agent (or, if the Company is acting as its own Paying Agent, segregate and hold
in trust as provided in Section 1003) an amount of money in the Currency in
which the Securities of such series are payable (except as otherwise specified
pursuant to Section 301 for the Securities of such series and except, if
applicable, as provided in Sections 313(b), 313(d) and 313(e)) sufficient to pay
the principal (or, if so provided by the terms of the Securities of any series,
a percentage of the principal) of and (except if the Repayment Date shall be an
Interest Payment Date) accrued interest, if any, on, all the Securities or
portions thereof, as the case may be, to be repaid on such date.

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100

SECTION 1303. EXERCISE OF OPTION.

Securities of any series subject to repayment at the option of the
Holders thereof will contain an "Option to Elect Repayment" form on the reverse
of such Securities. To be repaid at the option of the Holder, any Security so
providing for such repayment, with the "Option to Elect Repayment" form on the
reverse of such Security duly completed by the Holder (or by the Holder's
attorney duly authorized in writing), must be received by the Company at the
Place of Payment therefor specified in the terms of such Security (or at such
other place or places of which the Company shall from time to time notify the
Holders of such Securities) not earlier than 45 days nor later than 30 days
prior to the Repayment Date. If less than the entire principal amount of such
Security is to be repaid in accordance with the terms of such Security, the
principal amount of such Security to be repaid, in increments of the minimum
denomination for Securities of such series, and the denomination or
denominations of the Security or Securities to be issued to the Holder for the
portion of the principal amount of such Security surrendered that is not to be
repaid, must be specified. The principal amount of any Security providing for
repayment at the option of the Holder thereof may not be repaid in part if,
following such repayment, the unpaid principal amount of such Security would be
less than the minimum authorized denomination of Securities of the series of
which such Security to be repaid is a part. Except as otherwise may be provided
by the terms of any Security providing for repayment at the option of the Holder
thereof, exercise of the repayment option by the Holder shall be irrevocable
unless waived by the Company.

SECTION 1304. WHEN SECURITIES PRESENTED FOR REPAYMENT BECOME DUE AND
PAYABLE.

If Securities of any series providing for repayment at the option of
the Holders thereof shall have been surrendered as provided in this Article and
as provided by or pursuant to the terms of such Securities, such Securities or
the portions thereof, as the case may be, to be repaid shall become due and
payable and shall be paid by the Company on the Repayment Date therein
specified, and on and after such Repayment Date (unless the Company shall
default in the payment of such Securities on such Repayment Date) such
Securities shall, if the same were interest-bearing, cease to bear interest and
the coupons for such interest appertaining to any Bearer Securities so to be
repaid, except to the extent provided below, shall be void. Upon surrender of
any such Security for repayment in accordance with such provisions, together
with all coupons, if any, appertaining thereto maturing after the Repayment
Date, the principal amount of such Security so to be repaid shall be paid by the
Company, together with accrued interest, if any, to the Repayment Date;
PROVIDED, HOWEVER, that coupons whose Stated Maturity is on or prior to the
Repayment Date shall be payable only at an office or agency located outside the
United States (except as otherwise provided in Section 1002) and, unless
otherwise specified pursuant to Section 301, only upon presentation and
surrender of such coupons; and PROVIDED FURTHER that, in the case of Registered
Securities, installments of interest, if any, whose Stated Maturity is on or
prior to the Repayment Date shall be payable to the Holders of such Securities,

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101

or one or more Predecessor Securities, registered as such at the close of
business on the relevant Record Dates according to their terms and the
provisions of Section 308.

If any Bearer Security surrendered for repayment shall not be
accompanied by all appurtenant coupons maturing after the Repayment Date, such
Security may be paid after deducting from the amount payable therefor as
provided in Section 1302 an amount equal to the face amount of all such missing
coupons, or the surrender of such missing coupon or coupons may be waived by the
Company and the Trustee if there be furnished to them such security or indemnity
as they may require to save each of them and any Paying Agent harmless. If
thereafter the Holder of such Security shall surrender to the Trustee or any
Paying Agent any such missing coupon in respect of which a deduction shall have
been made as provided in the preceding sentence, such Holder shall be entitled
to receive the amount so deducted; PROVIDED, HOWEVER, that interest represented
by coupons shall be payable only at an office or agency located outside the
United States (except as otherwise provided in Section 1002) and, unless
otherwise specified as contemplated by Section 301, only upon presentation and
surrender of those coupons.

If the principal amount of any Security surrendered for repayment
shall not be so repaid upon surrender thereof, such principal amount (together
with interest, if any, thereon accrued to such Repayment Date) shall, until
paid, bear interest from the Repayment Date at the rate of interest or Yield to
Maturity (in the case of Original Issue Discount Securities) set forth in such
Security.

SECTION 1305. SECURITIES REPAID IN PART.

Upon surrender of any Registered Security which is to be repaid in
part only, the Company shall execute and the Trustee shall authenticate and
deliver to the Holder of such Security, without service charge and at the
expense of the Company, a new Registered Security or Securities of the same
series, of any authorized denomination specified by the Holder, in an aggregate
principal amount equal to and in exchange for the portion of the principal of
such Security so surrendered which is not to be repaid.

ARTICLE FOURTEEN

DEFEASANCE AND COVENANT DEFEASANCE

SECTION 1401. COMPANY'S OPTION TO EFFECT DEFEASANCE OR COVENANT
DEFEASANCE.

Except as otherwise specified as contemplated by Section 301 for
Securities of any series, the provisions of this Article Fourteen shall apply to
each series of Securities, and the

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102

Company may, at its option, effect defeasance of the Securities of or within a
series under Section 1402, or covenant defeasance of or within a series under
Section 1403 in accordance with the terms of such Securities and in accordance
with this Article.

SECTION 1402. DEFEASANCE AND DISCHARGE.

Upon the Company's exercise of the above option applicable to this
Section with respect to any Securities of or within a series, the Company shall
be deemed to have been discharged from its obligations with respect to such
Outstanding Securities and any related coupons on the date the conditions set
forth in Section 1404 are satisfied (hereinafter, "defeasance"). For this
purpose, such defeasance means that the Company shall be deemed to have paid and
discharged the entire indebtedness represented by such Outstanding Securities
and any related coupons, which shall thereafter be deemed to be "Outstanding"
only for the purposes of Section 1405 and the other Sections of this Indenture
referred to in (A) and (B) below, and to have satisfied all its other
obligations under such Securities and any related coupons and this Indenture
insofar as such Securities and any related coupons are concerned (and the
Trustee, at the expense of the Company, shall execute proper instruments
acknowledging the same), except for the following which shall survive until
otherwise terminated or discharged hereunder: (A) the rights of Holders of such
Outstanding Securities and any related coupons to receive, solely from the trust
fund described in Section 1404 and as more fully set forth in such Section,
payments in respect of the principal of (and premium, if any) and interest, if
any, on such Securities and any related coupons when such payments are due,
(B) the Company's obligations with respect to such Securities under Sections
304, 305, 306, 1002 and 1003, (C) the rights, powers, trusts, duties and
immunities of the Trustee hereunder and (D) this Article Fourteen. Subject to
compliance with this Article Fourteen, the Company may exercise its option under
this Section 1402 notwithstanding the prior exercise of its option under
Section 1403 with respect to such Securities and any related coupons.

SECTION 1403. COVENANT DEFEASANCE.

Upon the Company's exercise under Section 1402 of the option
applicable to this Section 1403 with respect to any Securities of or within a
series, the Company shall be released from its obligations under any covenant
under Article Eight and in Sections 1004 through 1012, and, if specified
pursuant to Section 301, its obligations under any other covenant, with respect
to such Outstanding Securities and any related coupons on and after the date the
conditions set forth in Section 1404 are satisfied (hereinafter, "covenant
defeasance"), and such Securities and any related coupons shall thereafter be
deemed to be not "Outstanding" for the purposes of any direction, waiver,
consent or declaration or Act of Holders (and the consequences of any thereof)
in connection with such covenants, but shall continue to be deemed "Outstanding"
for all other purposes hereunder (it being understood that such Securities shall
not be deemed Outstanding for financial accounting purposes). For this purpose,
such covenant defeasance means that, with respect to such Outstanding Securities
and any related coupons, the Company may omit to

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103

comply with and shall have no liability in respect of any term, condition or
limitation set forth in any such covenant, whether directly or indirectly, by
reason of any reference elsewhere herein to any such covenant or by reason of
reference in any such covenant to any other provision herein or in any other
document and such omission to comply shall not constitute a Default or an Event
of Default under Section 501(4) or Section 501(9) or otherwise, as the case may
be, but, except as specified above, the remainder of this Indenture and such
Securities and any related coupons shall be unaffected thereby. In addition,
upon the Company's exercise under Section 1401 of the option applicable to
Section 1403, Sections 501(4) through (6) shall not constitute Events of
Default.

SECTION 1404. CONDITIONS TO DEFEASANCE OR COVENANT DEFEASANCE.

The following shall be the conditions to application of either
Section 1402 or Section 1403 to any Outstanding Securities of or within a series
and any related coupons:

(1) The Company shall irrevocably have deposited or caused to be
deposited with the Trustee (or another trustee satisfying the requirements
of Section 607 who shall agree to comply with the provisions of this
Article Fourteen applicable to it) as trust funds in trust for the purpose
of making the following payments, specifically pledged as security for, and
dedicated solely to, the benefit of the Holders of such Securities and any
related coupons, (A) an amount (in such Currency in which such Securities
and any related coupons are then specified as payable at Stated Maturity),
or (B) Government Obligations applicable to such Securities (determined on
the basis of the Currency in which such Securities are then specified as
payable at Stated Maturity) which through the scheduled payment of
principal and interest in respect thereof in accordance with their terms
will provide, not later than one day before the due date of any payment of
principal of and premium, if any, and interest, if any, under such
Securities and any related coupons, money in an amount, or (C) a
combination thereof, sufficient, in the opinion of a nationally recognized
firm of independent public accountants expressed in a written certification
thereof delivered to the Trustee, to pay and discharge, and which shall be
applied by the Trustee (or other qualifying trustee) to pay and discharge,
(i) the principal of (and premium, if any) and interest, if any, on such
Outstanding Securities and any related coupons on the Stated Maturity (or
Redemption Date, if applicable) of such principal (and premium, if any) or
installment of interest, if any, and (ii) any mandatory sinking fund
payments or analogous payments applicable to such Outstanding Securities
and any related coupons on the day on which such payments are due and
payable in accordance with the terms of this Indenture and of such
Securities and any related coupons; PROVIDED that the Trustee shall have
been irrevocably instructed to apply such money or the proceeds of such
Government Obligations to said payments with respect to such Securities and
any related coupons. Before such a deposit, the Company may give to the
Trustee, in accordance with Section 1102 hereof, a notice of its election
to redeem all or any portion of such Outstanding Securities at a future
date in accordance

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104

with the terms of the Securities of such series and Article Eleven hereof,
which notice shall be irrevocable. Such irrevocable redemption notice, if
given, shall be given effect in applying the foregoing.

(2) No Default or Event of Default with respect to such Securities or
any related coupons shall have occurred and be continuing on the date of
such deposit or, insofar as paragraphs (7) and (8) of Section 501 are
concerned, at any time during the period ending on the 91st day after the
date of such deposit (it being understood that this condition shall not be
deemed satisfied until the expiration of such period).

(3) No event or condition shall exist that would prevent the Company
from making payments of the principal of (and premium, if any) or interest
on the Securities on the date of such deposit or at any time during the
period ending on the 91st day after the date of such deposit (it being
understood that this condition shall not be deemed satisfied until the
expiration of such period).

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

(5) In the case of an election under Section 1402, the Company shall
have delivered to the Trustee an Opinion of Counsel stating that (x) the
Company has received from, or there has been published by, the Internal
Revenue Service a ruling, or (y) since the date of execution of this
Indenture, there has been a change in the applicable federal income tax
law, in either case to the effect that, and based thereon such opinion
shall confirm that, the Holders of such Outstanding Securities and any
related coupons will not recognize income, gain or loss for federal income
tax purposes as a result of such defeasance and will be subject to federal
income tax on the same amounts, in the same manner and at the same times as
would have been the case if such defeasance had not occurred.

(6) In the case of an election under Section 1403, the Company shall
have delivered to the Trustee an Opinion of Counsel to the effect that the
Holders of such Outstanding Securities and any related coupons will not
recognize income, gain or loss for federal income tax purposes as a result
of such covenant defeasance and will be subject to federal income tax on
the same amounts, in the same manner and at the same times as would have
been the case if such covenant defeasance had not occurred.

(7) In the case of an election under either Section 1402 or 1403, the
Company shall represent to the Trustee that the deposit made by the Company
pursuant to its election under Section 1402 or 1403 was not made by the
Company with the intent of preferring the Holders of Securities of any
series over other creditors of the Company

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105

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

(8) Notwithstanding any other provisions of this Section, such
defeasance or covenant defeasance shall be effected in compliance with any
additional or substitute terms, conditions or limitations in connection
therewith pursuant to Section 301.

(9) The Company shall have delivered to the Trustee an Officers'
Certificate and an Opinion of Counsel, each stating that all conditions
precedent provided for relating to either the defeasance under Section 1402
or the covenant defeasance under Section 1403 (as the case may be) have
been complied with.

SECTION 1405. DEPOSITED MONEY AND GOVERNMENT OBLIGATIONS TO BE HELD
IN TRUST; OTHER MISCELLANEOUS PROVISIONS.

Subject to the provisions of the last paragraph of Section 1003, all
money and Government Obligations (or other property as may be provided pursuant
to Section 301) (including the proceeds thereof) deposited with the Trustee (or
other qualifying trustee, collectively for purposes of this Section 1405, the
"Trustee") pursuant to Section 1404 in respect of such Outstanding Securities
and any related coupons shall be held in trust and applied by the Trustee, in
accordance with the provisions of such Securities and any related coupons and
this Indenture, to the payment, either directly or through any Paying Agent
(including the Company acting as its own Paying Agent) as the Trustee may
determine, to the Holders of such Securities and any related coupons of all sums
due and to become due thereon in respect of principal (and premium, if any) and
interest, if any, but such money need not be segregated from other funds except
to the extent required by law.

Unless otherwise specified with respect to any Security pursuant to
Section 301, if, after a deposit referred to in Section 1404(1) has been made,
(a) the Holder of a Security in respect of which such deposit was made is
entitled to, and does, elect pursuant to Section 313(b) or the terms of such
Security to receive payment in a Currency other than that in which the deposit
pursuant to Section 1404(1) has been made in respect of such Security, or (b) a
Conversion Event occurs as contemplated in Section 313(d) or 313(e) or by the
terms of any Security in respect of which the deposit pursuant to
Section 1404(1) has been made, the indebtedness represented by such Security and
any related coupons shall be deemed to have been, and will be, fully discharged
and satisfied through the payment of the principal of (and premium, if any) and
interest, if any, on such Security as they become due out of the proceeds
yielded by converting (from time to time as specified below in the case of any
such election) the amount or other property deposited in respect of such
Security into the Currency in which such Security becomes payable as a result of
such election or Conversion Event based on the applicable Market Exchange Rate
for such Currency in effect on the third Business Day prior

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106

to each payment date, except, with respect to a Conversion Event, for such
Currency in effect (as nearly as feasible) at the time of the Conversion Event.

The Company shall pay and indemnify the Trustee against any tax, fee
or other charge imposed on or assessed against the Government Obligations
deposited pursuant to Section 1404 or the principal and interest received in
respect thereof other than any such tax, fee or other charge which by law is for
the account of the Holders of such Outstanding Securities and any related
coupons.

Anything in this Article Fourteen to the contrary notwithstanding, the
Trustee shall deliver or pay to the Company from time to time upon Company
Request any money or Government Obligations (or other property and any proceeds
therefrom) held by it as provided in Section 1404 which, in the opinion of a
nationally recognized firm of independent public accountants expressed in a
written certification thereof delivered to the Trustee, are in excess of the
amount thereof which would then be required to be deposited to effect an
equivalent defeasance or covenant defeasance, as applicable, in accordance with
this Article.

SECTION 1406. REINSTATEMENT.

If the Trustee or any Paying Agent is unable to apply any money in
accordance with Section 1405 by reason of any order or judgment of any court or
governmental authority enjoining, restraining or otherwise prohibiting such
application, then the Company's obligations under this Indenture and such
Securities and any related coupons shall be revived and reinstated as though no
deposit had occurred pursuant to Section 1402 or 1403, as the case may be, until
such time as the Trustee or Paying Agent is permitted to apply all such money in
accordance with Section 1405; PROVIDED, HOWEVER, that if the Company makes any
payment of principal of (or premium, if any) or interest, if any, on any such
Security or any related coupon following the reinstatement of its obligations,
the Company shall be subrogated to the rights of the Holders of such Securities
and any related coupons to receive such payment from the money held by the
Trustee or Paying Agent.

ARTICLE FIFTEEN

MEETINGS OF HOLDERS OF SECURITIES

SECTION 1501. PURPOSES FOR WHICH MEETINGS MAY BE CALLED.

If Securities of a series are issuable as Bearer Securities, a meeting
of Holders of Securities of such series may be called at any time and from time
to time pursuant to this Article to make, give or take any request, demand,
authorization, direction, notice, consent, waiver or

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107

other action provided by this Indenture to be made, given or taken by Holders of
Securities of such series.

SECTION 1502. CALL, NOTICE AND PLACE OF MEETINGS.

(a) The Trustee may at any time call a meeting of Holders of
Securities of any series for any purpose specified in Section 1501, to be held
at such time and at such place in The City of New York or in London as the
Trustee shall determine. Notice of every meeting of Holders of Securities of
any series, setting forth the time and the place of such meeting and in general
terms the action proposed to be taken at such meeting, shall be given, in the
manner provided for in Section 106, not less than 21 nor more than 180 days
prior to the date fixed for the meeting.

(b) In case at any time the Company, pursuant to a Board Resolution,
or the Holders of at least 10% in principal amount of the Outstanding Securities
of any series shall have requested the Trustee to call a meeting of the Holders
of Securities of such series for any purpose specified in Section 1501, by
written request setting forth in reasonable detail the action proposed to be
taken at the meeting, and the Trustee shall not have made the first publication
of the notice of such meeting within 21 days after receipt of such request or
shall not thereafter proceed to cause the meeting to be held as provided herein,
then the Company or the Holders of Securities of such series in the amount above
specified, as the case may be, may determine the time and the place in The City
of New York or in London for such meeting and may call such meeting for such
purposes by giving notice thereof as provided in paragraph (a) of this Section.

SECTION 1503. PERSONS ENTITLED TO VOTE AT MEETINGS.

To be entitled to vote at any meeting of Holders of Securities of any
series, a Person shall be (1) a Holder of one or more Outstanding Securities of
such series, or (2) a Person appointed by an instrument in writing as proxy for
a Holder or Holders of one or more Outstanding Securities of such series by such
Holder or Holders. The only Persons who shall be entitled to be present or to
speak at any meeting of Holders of Securities of any series shall be the Person
entitled to vote at such meeting and their counsel, any representatives of the
Trustee and its counsel and any representatives of the Company and its counsel.

SECTION 1504. QUORUM; ACTION.

The Persons entitled to vote a majority in principal amount of the
Outstanding Securities of a series shall constitute a quorum for a meeting of
Holders of Securities of such series; PROVIDED, HOWEVER, that, if any action is
to be taken at such meeting with respect to a consent or waiver which this
Indenture expressly provides may be given by the Holders of not less than a
specified percentage in principal amount of the Outstanding Securities of a
series, the

<PAGE>

108

Persons entitled to vote such specified percentage in principal amount of the
Outstanding Securities of such series shall constitute a quorum. In the absence
of a quorum within 30 minutes of the time appointed for any such meeting, the
meeting shall, if convened at the request of Holders of Securities of such
series, be dissolved. In any other case the meeting may be adjourned for a
period of not less than 10 days as determined by the chairman of the meeting
prior to the adjournment of such meeting. In the absence of a quorum at any
such adjourned meeting, such adjourned meeting may be further adjourned for a
period of not less than 10 days as determined by the chairman of the meeting
prior to the adjournment of such adjourned meeting. Notice of the reconvening
of any adjourned meeting shall be given as provided in Section 1502(a), except
that such notice need be given only once not less than five days prior to the
date on which the meeting is scheduled to be reconvened. Notice of the
reconvening of any adjourned meeting shall state expressly the percentage, as
provided above, of the principal amount of the Outstanding Securities of such
series which shall constitute a quorum.

Subject to the foregoing, at the reconvening of any meeting adjourned
for lack of a quorum the Persons entitled to vote 25% in principal amount of the
Outstanding Securities at the time shall constitute a quorum for the taking of
any action set forth in the notice of the original meeting.

Except as limited by the proviso to Section 902, any resolution
presented to a meeting or adjourned meeting duly reconvened at which a quorum is
present as aforesaid may be adopted by the affirmative vote of the Holders of
not less than a majority in principal amount of the Outstanding Securities of
such series; PROVIDED, HOWEVER, that, except as limited by the proviso to
Section 902, any resolution with respect to any request, demand, authorization,
direction, notice, consent, waiver or other action which this Indenture
expressly provides may be made, given or taken by the Holders of a specified
percentage, which is less than a majority, in principal amount of the
Outstanding Securities of a series may be adopted at a meeting or an adjourned
meeting duly reconvened and at which a quorum is present as aforesaid by the
affirmative vote of the Holders of not less than such specified percentage in
principal amount of the Outstanding Securities of such series.

Any resolution passed or decision taken at any meeting of Holders of
Securities of any series duly held in accordance with this Section shall be
binding on all the Holders of Securities of such series and the related coupons,
whether or not present or represented at the meeting.

Notwithstanding the foregoing provisions of this Section 1504, if any
action is to be taken at a meeting of Holders of Securities of any series with
respect to any request, demand, authorization, direction, notice, consent,
waiver or other action that this Indenture expressly provides may be made, given
or taken by the Holders of a specified percentage in principal amount of all
Outstanding Securities affected thereby, or of the Holders of such series and
one or more additional series:

<PAGE>

109

(i) there shall be no minimum quorum requirement for such meeting;
and

(ii) the principal amount of the Outstanding Securities of such series
that vote in favor of such request, demand, authorization, direction,
notice, consent, waiver or other action shall be taken into account in
determining whether such request, demand, authorization, direction, notice,
consent, waiver or other action has been made, given or taken under this
Indenture.

SECTION 1505. DETERMINATION OF VOTING RIGHTS; CONDUCT AND ADJOURNMENT
OF MEETINGS.

(a) Notwithstanding any provisions of this Indenture, the Trustee may
make such reasonable regulations as it may deem advisable for any meeting of
Holders of Securities of a series in regard to proof of the holding of
Securities of such series and of the appointment of proxies and in regard to the
appointment and duties of inspectors of votes, the submission and examination of
proxies, certificates and other evidence of the right to vote, and such other
matters concerning the conduct of the meeting as it shall deem appropriate.
Except as otherwise permitted or required by any such regulations, the holding
of Securities shall be proved in the manner specified in Section 104 and the
appointment of any proxy shall be proved in the manner specified in Section 104
or by having the signature of the person executing the proxy witnessed or
guaranteed by any trust company, bank or banker authorized by Section 104 to
certify to the holding of Bearer Securities. Such regulations may provide that
written instruments appointing proxies, regular on their face, may be presumed
valid and genuine without the proof specified in Section 104 or other proof.

(b) The Trustee shall, by an instrument in writing appoint a
temporary chairman of the meeting, unless the meeting shall have been called by
the Company or by Holders of Securities as provided in Section 1502(b), in which
case the Company or the Holders of Securities of the series calling the meeting,
as the case may be, shall in like manner appoint a temporary chairman. A
permanent chairman and a permanent secretary of the meeting shall be elected by
vote of the Persons entitled to vote a majority in principal amount of the
Outstanding Securities of such series represented at the meeting.

(c) At any meeting each Holder of a Security of such series or proxy
shall be entitled to one vote for each $1,000 principal amount of Outstanding
Securities of such series held or represented by him (determined as specified in
the definition of "Outstanding" in Section 101); PROVIDED, HOWEVER, that no vote
shall be cast or counted at any meeting in respect of any Security challenged as
not Outstanding and ruled by the chairman of the meeting to be not Outstanding.
The chairman of the meeting shall have no right to vote, except as a Holder of a
Security of such series or proxy.

<PAGE>

110

(d) Any meeting of Holders of Securities of any series duly called
pursuant to Section 1502 at which a quorum is present may be adjourned from time
to time by Persons entitled to vote a majority in principal amount of the
Outstanding Securities of such series represented at the meeting; and the
meeting may be held as so adjourned without further notice.

SECTION 1506. COUNTING VOTES AND RECORDING ACTION OF MEETINGS.

The vote upon any resolution submitted to any meeting of Holders of
Securities of any series shall be by written ballots on which shall be
subscribed the signatures of the Holders of Securities of such series or of
their representatives by proxy and the principal amounts and serial numbers of
the Outstanding Securities of such series held or represented by them. The
permanent chairman of the meeting shall appoint two inspectors of votes who
shall count all votes cast at the meeting for or against any resolution and who
shall make and file with the secretary of the meeting their verified written
reports in duplicate of all votes cast at the meeting. A record, at least in
duplicate, of the proceedings of each meeting of Holders of Securities of any
series shall be prepared by the Secretary of the meeting and there shall be
attached to said record the original reports of the inspectors of votes on any
vote by ballot taken thereat and affidavits by one or more persons having
knowledge of the facts setting forth a copy of the notice of the meeting and
showing that said notice was given as provided in Section 1502 and, if
applicable, Section 1504. Each copy shall be signed and verified by the
affidavits of the permanent chairman and secretary of the meeting and one such
copy shall be delivered to the Company, and another to the Trustee to be
preserved by the Trustee, the latter to have attached thereto the ballots voted
at the meeting. Any record so signed and verified shall be conclusive evidence
of the matters therein stated.

This Indenture may be executed in any number of counterparts, each of
which so executed shall be deemed to be an original, but all such counterparts
shall together constitute but one and the same Indenture.

<PAGE>

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

CABLEVISION SYSTEMS
CORPORATION

By:
----------------------------
Name:
Title:

THE BANK OF NEW YORK

By:
----------------------------
Name:
Title:

<PAGE>

EXHIBIT A

LIST OF RESTRICTED SUBSIDIARIES

A-R Cable Services - NY, Inc.
Arsenal MSub 2, Inc.
Cable Science Corporation
Cablevision Area 9 Corporation
Cablevision Fairfield Corporation
Cablevision Finance Corporation
Cablevision Finance Limited Partnership
Cablevision Lightpath, Inc.
Cablevision MFR, Inc.
Cablevision of Boston, Inc.
Cablevision of Brookline Limited Partnership
Cablevision of Brookline, Inc.
Cablevision of Connecticut Corporation
Cablevision of Connecticut Limited Partnership
Cablevision of Hudson County, Inc.
Cablevision of Michigan, Inc.
Cablevision of Monmouth, Inc.
Cablevision of New Jersey, Inc.
Cablevision of New York City - Master L.P.
Cablevision of New York City - Phase I L.P.
Cablevision of Newark
Cablevision Systems Brookline Corporation
Cablevision Systems Dutchess Corporation
Cablevision Systems East Hampton Corporation
Cablevision Systems Great Neck Corporation
Cablevision Systems Huntington Corporation
Cablevision Systems Islip Corporation
Cablevision Systems Long Island Corporation
Cablevision Systems New York City Corporation
Cablevision Systems of Southern Connecticut Limited Partnership
Cablevision Systems Suffolk Corporation
Cablevision Systems Westchester Corporation
Communications Development Corporation
CSC Acquisition - MA, Inc.
CSC Acquisition - NY, Inc.
CSC Acquisition Corporation
CSC Gateway Corporation
NYC GP Corp.

<PAGE>

A-2

NYC LP Corp.
Petra Cablevision Corporation
Samson Cablevision Corp.
Suffolk Cable Corporation
Suffolk Cable of Shelter Island, Inc.
Suffolk Cable of Smithtown, Inc.
<PAGE>

EXHIBIT B-1

FORM OF CERTIFICATE TO BE GIVEN BY
PERSON ENTITLED TO RECEIVE BEARER SECURITY
OR TO OBTAIN INTEREST PAYABLE PRIOR
TO THE EXCHANGE DATE

CERTIFICATE

[INSERT TITLE OR SUFFICIENT DESCRIPTION
OF SECURITIES TO BE DELIVERED]

This is to certify that as of the date hereof, and except as set forth
below, the above-captioned Securities held by you for our account (i) are owned
by person(s) that are not citizens or residents of the United States, domestic
partnerships, domestic corporations or any estate or trust the income of which
is subject to United States federal income taxation regardless of its source
("United States person(s)"), (ii) are owned by United States person(s) that are
(a) foreign branches of United States financial institutions (financial
institutions, as defined in United States Treasury Regulations
Section 2.165-12(c)(1)(v) are herein referred to as "financial institutions")
purchasing for their own account or for resale, or (b) United States person(s)
who acquired the Securities through foreign branches of United States financial
institutions and who hold the Securities through such United States financial
institutions on the date hereof (and in either case (a) or (b), each such United
States financial institution hereby agrees, on its own behalf or through its
agent, that you may advise Cablevision Systems Corporation or its agent that
such financial institution will comply with the requirements of
Section 165(j)(3)(A), (B) or (C) of the United States Internal Revenue Code of
1986, as amended, and the regulations thereunder), or (iii) are owned by United
States or foreign financial institution(s) for purposes of resale during the
restricted period (as defined in United States Treasury Regulations
Section 1.163-5(c)(2)(i)(D)(7)), and, in addition, if the owner is a United
States or foreign financial institution described in clause (iii) above (whether
or not also described in clause (i) or (ii)), this is to further certify that
such financial institution has not acquired the Securities for purposes of
resale directly or indirectly to a United States person or to a person within
the United States or its possessions.

As used herein, "United States" means the United States of America
(including the states and the District of Columbia); and its "possessions"
include Puerto Rico, the U.S. Virgin Islands, Guam, American Samoa, Wake Island
and the Northern Mariana Islands.

We undertake to advise you promptly by tested telex on or prior to the
date on which you intend to submit your certification relating to the
above-captioned Securities held by you for our account in accordance with your
Operating Procedures if any applicable statement

B-1-1

<PAGE>

herein is not correct on such date, and in the absence of any such notification
it may be assumed that this certification applies as of such date.

This certificate excepts and does not relate to [U.S.$]__________ of
such interest in the above-captioned Securities in respect of which we are not
able to certify and as to which we understand an exchange for an interest in a
Permanent Global Security or an exchange for and delivery of definitive
Securities (or, if relevant, collection of any interest) cannot be made until we
do so certify.

We understand that this certificate may be required in connection with
certain tax legislation in the United States. If administrative or legal
proceedings are commenced or threatened in connection with which this
certificate is or would be relevant, we irrevocably authorize you to produce
this certificate or a copy thereof to any interested party in such proceedings.

Dated:

[To be dated no earlier than the 15th day prior to (i) the Exchange Date or
(ii) the relevant Interest Payment Date occurring prior to the Exchange Date, as
applicable]

[Name of Person Making Certification]

-----------------------------------
(AUTHORIZED SIGNATORY)
Name:
Title:

B-1-2

<PAGE>

EXHIBIT B-2

FORM OF CERTIFICATE TO BE GIVEN BY EUROCLEAR
AND CEDEL IN
CONNECTION WITH THE EXCHANGE OF A PORTION OF A
TEMPORARY GLOBAL SECURITY OR TO OBTAIN INTEREST
PAYABLE PRIOR TO THE EXCHANGE DATE

CERTIFICATE

[INSERT TITLE OR SUFFICIENT DESCRIPTION
OF SECURITIES TO BE DELIVERED]

This is to certify that based solely on written certifications that we
have received in writing, by tested telex or by electronic transmission from
each of the persons appearing in our records as persons entitled to a portion of
the principal amount set forth below (our "Member Organizations") substantially
in the form attached hereto, as of the date hereof, [U.S.$]__________ principal
amount of the above-captioned Securities (i) is owned by person(s) that are not
citizens or residents of the United States, domestic partnerships, domestic
corporations or any estate or trust the income of which is subject to United
States Federal income taxation regardless of its source ("United States
person(s)"), (ii) is owned by United States person(s) that are (a) foreign
branches of United States financial institutions (financial institutions, as
defined in U.S. Treasury Regulations Section 1.165-12(c)(1)(v) are herein
referred to as "financial institutions") purchasing for their own account or for
resale, or (b) United States person(s) who acquired the Securities through
foreign branches of United States financial institutions and who hold the
Securities through such United States financial institutions on the date hereof
(and in either case (a) or (b), each such financial institution has agreed, on
its own behalf or through its agent, that we may advise Cablevision Systems
Corporation or its agent that such financial institution will comply with the
requirements of Section 165(j)(3)(A), (B) or (C) of the Internal Revenue Code of
1986, as amended, and the regulations thereunder), or (iii) is owned by United
States or foreign financial institution(s) for purposes of resale during the
restricted period (as defined in United States Treasury Regulations
Section 1.163-5(c)(2)(i)(D)(7)) and, to the further effect, that financial
institutions described in clause (iii) above (whether or not also described in
clause (i) or (ii)) have certified that they have not acquired the Securities
for purposes of resale directly or indirectly to a United States person or to a
person within the United States or its possessions.

B-2-1
<PAGE>

We further certify that (i) we are not making available herewith for
exchange (or, if relevant, collection of any interest) any portion of the
temporary Global Security representing the above-captioned Securities excepted
in the above-referenced certificates of Member Organizations and (ii) as of the
date hereof we have not received any notification from any of our Member
Organizations to the effect that the statements made by such Member
Organizations with respect to any portion of the part submitted herewith for
exchange (or, if relevant, collection of any interest) are no longer true and
cannot be relied upon as of the date hereof.

We understand that this certification is required in connection with
certain tax legislation in the United States. If administrative or legal
proceedings are commenced or threatened in connection with which this
certificate is or would be relevant, we irrevocably authorize you to produce
this certificate or a copy thereof to any interested party in such proceedings.

Dated:

[To be dated no earlier than the Exchange Date or the relevant Interest Payment
Date occurring prior to the Exchange Date, as applicable]

[MORGAN GUARANTY TRUST COMPANY OF NEW YORK,
BRUSSELS OFFICE, as Operator of the Euroclear
System]
[Cedel Bank, S.A.]

By
--------------------------------------

B-2-2

<PAGE>

EXHIBIT 4.9

================================================================================

CABLEVISION SYSTEMS CORPORATION,

Issuer,

THE BANK OF NEW YORK,

Trustee

Indenture

Dated as of November 1, 1995

Subordinated Debt Securities

================================================================================
<PAGE>

Reconciliation and tie between Trust Indenture Act
of 1939 and Indenture, dated as of November 1, 1995

Trust Indenture
Act Section Indenture Section

ss. 310(a)(1) .......................................... 607(a)
(a)(2) .......................................... 607(a)
(b) .......................................... 607(b), 608
ss. 312(c) .......................................... 701
ss. 314(a) .......................................... 703
(a)(4) .......................................... 1004
(c)(1) .......................................... 102
(c)(2) .......................................... 102
(e) .......................................... 102
ss. 315(b) .......................................... 601
ss. 316(a)(last
sentence) .......................................... 101 ("Outstanding")
(a)(1)(A) .......................................... 502, 512
(a)(1)(B) .......................................... 513
(b) .......................................... 508
(c) .......................................... 104(e)
ss. 317(a)(1) .......................................... 503
(a)(2) .......................................... 504
(b) .......................................... 1003
ss. 318(a) .......................................... 111

- --------
Note: This reconciliation and tie shall not, for any purpose, be deemed to be a
part of the Indenture.
<PAGE>

TABLE OF CONTENTS

Page

PARTIES ...................................................... 1
RECITALS OF THE COMPANY................................................. 1

ARTICLE ONE

DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION

SECTION 101. Definitions............................................... 1
Act ............................................. 2
Affiliate............................................. 2
Annualized Operating Cash Flow........................ 2
Authenticating Agent.................................. 2
Authorized Newspaper.................................. 2
Bank Credit Agreement................................. 2
Bankruptcy Law........................................ 3
Banks ............................................. 3
Bearer Security....................................... 3
Board of Directors.................................... 3
Board Resolution...................................... 3
Business Day.......................................... 3
Capital Stock......................................... 3
Capitalized Lease Obligation.......................... 3
Cash Flow Ratio....................................... 3
CEDEL S.A............................................. 4
Class A Common Stock.................................. 4
Commission............................................ 4
Common Depositary..................................... 4
Common Stock.......................................... 4
Company ............................................. 4
Company Request....................................... 4
Conversion Date....................................... 4
Conversion Event...................................... 4
Corporate Trust Office................................ 5
corporation........................................... 5
coupon ............................................. 5
covenant defeasance................................... 5
- --------
Note: This table of contents shall not, for any purpose, be deemed to be a part
of the Indenture.
<PAGE>

Page

Cumulative Cash Flow Credit........................... 5
Cumulative Interest Expense........................... 6
Currency ............................................. 6
Custodian............................................. 6
Debt ............................................. 6
Default ............................................. 6
Defaulted Interest.................................... 6
Default Notice........................................ 6
defeasance............................................ 6
Disqualified Stock.................................... 6
Dollar or $........................................... 7
Dollar Equivalent of the Currency Unit................ 7
Dollar Equivalent of the Foreign Currency............. 7
ECU ............................................. 7
Election Date......................................... 7
Euroclear............................................. 7
European Communities.................................. 7
European Monetary System.............................. 7
Event of Default...................................... 7
Exchange Date......................................... 7
Exchange Rate Agent................................... 7
Exchange Rate Officers' Certificate................... 7
Foreign Currency...................................... 8
Government Obligations................................ 8
guarantee............................................. 8
Holder ............................................. 8
Indebtedness.......................................... 8
Indenture............................................. 9
Indexed Security...................................... 9
interest ............................................. 9
Interest Payment Date................................. 9
Interest Swap Obligations............................. 10
Investment............................................ 10
Junior Securities..................................... 10
Lien ............................................. 10
Market Exchange Rate.................................. 10
Maturity ............................................. 11
Officers' Certificate................................. 11
Operating Cash Flow................................... 11
Opinion of Counsel.................................... 12
Original Issue Discount Security...................... 12
<PAGE>

iii

Page

Outstanding........................................... 12
Paying Agent.......................................... 13
Permitted Restricted Payment.......................... 13
Person ............................................. 14
Place of Payment...................................... 14
Predecessor Security.................................. 14
Preferred Stock....................................... 14
Redemption Date....................................... 14
Redemption Price...................................... 14
redesignation of a Restricted Subsidiary.............. 14
Registered Security................................... 14
Regular Record Date................................... 15
Repayment Date........................................ 15
Repayment Price....................................... 15
Responsible Officer................................... 15
Restricted Payment.................................... 15
Restricted Subsidiary................................. 15
RPH ............................................. 16
Securities............................................ 16
Security Register..................................... 16
Senior Indebtedness................................... 16
Special Record Date................................... 17
Stated Maturity....................................... 17
Stock Payment......................................... 17
subsidiary............................................ 17
Subsidiary............................................ 17
successor............................................. 17
Trust Indenture Act or TIA............................ 17
Trustee ............................................. 18
United States......................................... 18
United States......................................... 18
Unrestricted Subsidiary............................... 18
Valuation Date........................................ 18
Vice President........................................ 18
Voting Stock.......................................... 18
Yield to Maturity..................................... 18
SECTION 102. Compliance Certificates and Opinions...................... 18
SECTION 103. Form of Documents Delivered to Trustee.................... 19
SECTION 104. Acts of Holders........................................... 20
SECTION 105. Notices, Etc. to Trustee and Company...................... 22
SECTION 106. Notice to Holders; Waiver................................. 22
<PAGE>

Page

SECTION 107. Effect of Headings and Table of Contents.................. 23
SECTION 108. Successors and Assigns.................................... 23
SECTION 109. Separability Clause....................................... 24
SECTION 110. Benefits of Indenture..................................... 24
SECTION 111. Governing Law............................................. 24
SECTION 112. Legal Holidays............................................ 24

ARTICLE TWO

SECURITY FORMS

SECTION 201. Forms Generally........................................... 25
SECTION 202. Form of Trustee's Certificate of Authentication........... 25
SECTION 203. Securities Issuable in Global Form........................ 26

ARTICLE THREE

THE SECURITIES

SECTION 301. Amount Unlimited; Issuable in Series...................... 27
SECTION 302. Denominations............................................. 31
SECTION 303. Execution, Authentication, Delivery and Dating............ 31
SECTION 304. Temporary Securities...................................... 34
SECTION 305. Registration, Registration of Transfer and Exchange....... 36
SECTION 306. Mutilated, Destroyed, Lost and Stolen Securities.......... 39
SECTION 307. Payment of Interest; Interest Rights Preserved; Optional
Interest Reset ......................................... 41
SECTION 308. Optional Extension of Stated Maturity..................... 44
SECTION 309. Persons Deemed Owners..................................... 45
SECTION 310. Cancellation.............................................. 45
SECTION 311. Computation of Interest................................... 46
SECTION 312. Currency and Manner of Payments in Respect of Securities.. 46
SECTION 313. Appointment and Resignation of Successor Exchange Rate
Agent .................................................. 50

ARTICLE FOUR

SATISFACTION AND DISCHARGE

SECTION 401. Satisfaction and Discharge of Indenture................... 51
SECTION 402. Application of Trust Money................................ 52
<PAGE>

Page

ARTICLE FIVE

REMEDIES

SECTION 501. Events of Default......................................... 53
SECTION 502. Acceleration of Maturity; Rescission and Annulment........ 55
SECTION 503. Collection of Indebtedness and Suits for Enforcement by
Trustee ................................................ 56
SECTION 504. Trustee May File Proofs of Claim.......................... 57
SECTION 505. Trustee May Enforce Claims Without Possession of
Securities ............................................. 58
SECTION 506. Application of Money Collected............................ 58
SECTION 507. Limitation on Suits....................................... 59
SECTION 508. Unconditional Right of Holders to Receive Principal,
Premium and Interest.................................... 60
SECTION 509. Restoration of Rights and Remedies........................ 60
SECTION 510. Rights and Remedies Cumulative............................ 60
SECTION 511. Delay or Omission Not Waiver.............................. 60
SECTION 512. Control by Holders........................................ 61
SECTION 513. Waiver of Past Defaults................................... 61
SECTION 514. Undertaking for Costs..................................... 62
SECTION 515. Waiver of Stay or Extension Laws.......................... 62

ARTICLE SIX

THE TRUSTEE

SECTION 601. Notice of Defaults........................................ 62
SECTION 602. Certain Rights of Trustee................................. 63
SECTION 603. Trustee Not Responsible for Recitals or Issuance of
Securities ............................................. 64
SECTION 604. May Hold Securities....................................... 65
SECTION 605. Money Held in Trust....................................... 65
SECTION 606. Compensation and Reimbursement............................ 65
SECTION 607. Corporate Trustee Required; Eligibility; Conflicting
Interests .............................................. 66
SECTION 608. Resignation and Removal; Appointment of Successor......... 66
SECTION 609. Acceptance of Appointment by Successor.................... 68
SECTION 610. Merger, Conversion, Consolidation or Succession to
Business ............................................... 69
SECTION 611. Appointment of Authenticating Agent....................... 70
SECTION 612. Preferential Collection of Claims Against Company......... 72
<PAGE>

Page

ARTICLE SEVEN

HOLDERS' LISTS AND REPORTS BY TRUSTEE AND COMPANY

SECTION 701. Disclosure of Names and Addresses of Holders.............. 72
SECTION 702. Reports by Trustee........................................ 72
SECTION 703. Reports by Company........................................ 72

ARTICLE EIGHT

CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE

SECTION 801. Company May Consolidate, Etc., Only on Certain Terms...... 73
SECTION 802. Successor Person Substituted.............................. 74

ARTICLE NINE

SUPPLEMENTAL INDENTURES

SECTION 901. Supplemental Indentures Without Consent of Holders........ 74
SECTION 902. Supplemental Indentures with Consent of Holders........... 76
SECTION 903. Execution of Supplemental Indentures...................... 77
SECTION 904. Effect of Supplemental Indentures......................... 78
SECTION 905. Conformity with Trust Indenture Act....................... 78
SECTION 906. Reference in Securities to Supplemental Indentures........ 78
SECTION 907. Notice of Supplemental Indentures......................... 78

ARTICLE TEN

COVENANTS

SECTION 1001. Payment of Principal, Premium, If Any, and Interest...... 78
SECTION 1002. Maintenance of Office or Agency.......................... 79
SECTION 1003. Money for Securities Payments to Be Held in Trust........ 81
SECTION 1004. Corporate Existence...................................... 82
SECTION 1005. Payment of Taxes and Other Claims........................ 83
SECTION 1006. Maintenance of Properties................................ 83
SECTION 1007. Limitation on Indebtedness............................... 83
SECTION 1008. Limitation on Senior Subordinated Indebtedness........... 84
SECTION 1009. Limitation on Restricted Payments........................ 84
<PAGE>

vii

Page

SECTION 1010. Limitation on Investments in Unrestricted Subsidiaries
and Affiliates........................................ 85
SECTION 1011. Transactions with Affiliates............................. 86
SECTION 1012. Provision of Financial Statements........................ 86
SECTION 1013. Statement as to Compliance............................... 87
SECTION 1014. Waiver of Certain Covenants.............................. 87

ARTICLE ELEVEN

REDEMPTION OF SECURITIES

SECTION 1101. Applicability of Article................................. 87
SECTION 1102. Election to Redeem; Notice to Trustee.................... 87
SECTION 1103. Selection by Trustee of Securities to Be Redeemed........ 88
SECTION 1104. Notice of Redemption..................................... 88
SECTION 1105. Deposit of Redemption Price.............................. 90
SECTION 1106. Securities Payable on Redemption Date.................... 90
SECTION 1107. Securities Redeemed in Part.............................. 91

ARTICLE TWELVE

SUBORDINATION

SECTION 1201. Securities Subordinated to Senior Indebtedness........... 91
SECTION 1202. No Payment on Securities in Certain Circumstances........ 92
SECTION 1203. Securities Subordinated to Prior Payment of All Senior
Indebtedness on Dissolution, Winding-Up, Liquidation
or Reorganization of the Company....................... 93
SECTION 1204. Securityholders to Be Subrogated to Rights of Holders
of Senior Indebtedness................................. 95
SECTION 1205. Obligations of the Company Unconditional................. 96
SECTION 1206. Knowledge of Trustee..................................... 96
SECTION 1207. Application by Trustee or Paying Agent of Assets
Deposited with It...................................... 96
SECTION 1208. Subordination Rights Not Impaired by Acts or Omissions
of Company or Holders of Senior Indebtedness........... 97
SECTION 1209. Securityholders Authorize Trustee to Effectuate
Subordination of Securities............................ 97
SECTION 1210. Trustee Not Fiduciary for Holders of Senior Indebtedness. 97
SECTION 1211. Right of Trustee to Hold Senior Indebtedness............. 98
<PAGE>

viii

Page

SECTION 1212. Article Twelve Not to Prevent Events of Default.......... 98
SECTION 1213. Trustee's Compensation Not Prejudiced.................... 98

ARTICLE THIRTEEN

SINKING FUNDS

SECTION 1301. Applicability of Article................................. 98
SECTION 1302. Satisfaction of Sinking Fund Payments with Securities.... 99
SECTION 1303. Redemption of Securities for Sinking Fund................ 99

ARTICLE FOURTEEN

REPAYMENT AT OPTION OF HOLDERS

SECTION 1401. Applicability of Article.................................101
SECTION 1402. Repayment of Securities..................................101
SECTION 1403. Exercise of Option.......................................101
SECTION 1404. When Securities Presented for Repayment Become Due
and Payable...........................................102
SECTION 1405. Securities Repaid in Part................................103

ARTICLE FIFTEEN

DEFEASANCE AND COVENANT DEFEASANCE

SECTION 1501. Company's Option to Effect Defeasance or Covenant
Defeasance ............................................103
SECTION 1502. Defeasance and Discharge.................................103
SECTION 1503. Covenant Defeasance......................................104
SECTION 1504. Conditions to Defeasance or Covenant Defeasance..........105
SECTION 1505. Deposited Money and Government Obligations to Be Held in
Trust; Other Miscellaneous Provisions..................107
SECTION 1506. Reinstatement............................................108

ARTICLE SIXTEEN

MEETINGS OF HOLDERS OF SECURITIES

SECTION 1601. Purposes for Which Meetings May Be Called................108
SECTION 1602. Call, Notice and Place of Meetings.......................109
SECTION 1603. Persons Entitled to Vote at Meetings.....................109
<PAGE>

Page

SECTION 1604. Quorum; Action...........................................109
SECTION 1605. Determination of Voting Rights; Conduct and Adjournment
of Meetings............................................111
SECTION 1606. Counting Votes and Recording Action of Meetings..........112

TESTIMONIUM................................................................113
SIGNATURES AND SEALS.......................................................113

EXHIBIT A -- List of Restricted Subsidiaries

EXHIBIT B-1 -- Form of Certificate to Be Given by Person Entitled to Receive
Bearer Security or to Obtain Interest Payable Prior to the
Exchange Date

EXHIBIT B-2 -- Form of Certificate to Be Given by Euroclear and Cedel S.A. in
Connection with the Exchange of a Portion of a Temporary
Global Security or to Obtain Interest Payable Prior to the
Exchange Date
<PAGE>

INDENTURE, dated as of November 1, 1995 between Cablevision Systems
Corporation, a Delaware corporation (herein called the "Company"), and The Bank
of New York, a New York banking corporation, as trustee (herein called the
"Trustee").

RECITALS OF THE COMPANY

The Company has duly authorized the execution and delivery of this
Indenture to provide for the issuance from time to time of its subordinated debt
securities (herein called the "Securities"), which may be convertible into or
exchangeable for any securities of the Company, to be issued in one or more
series as in this Indenture provided.

This Indenture is subject to the provisions of the Trust Indenture
Act of 1939, as amended, that are required to be part of this Indenture and
shall, to the extent applicable, be governed by such provisions.

All things necessary to make this Indenture a valid agreement of the
Company, in accordance with its terms, have been done.

NOW, THEREFORE, THIS INDENTURE WITNESSETH:

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:

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

(3) all accounting terms not otherwise defined herein have the
meanings assigned to them in accordance with generally accepted accounting
principles, and, except as otherwise herein expressly provided, the term
"generally accepted accounting principles" with respect to any computation
required or permitted hereunder shall mean such accounting principles as
are generally accepted at the date of such computation; and

(4) 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.

Certain terms, used principally in Article Three, are defined in
that Article.

"Act", when used with respect to any Holder, has the meaning
specified in Section 104.

"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.

"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.

"Authenticating Agent" means any Person appointed by the Trustee to
act on behalf of the Trustee pursuant to Section 611 to authenticate Securities.

"Authorized Newspaper" means a newspaper, in the English language or
in an official language of the country of publication, customarily published on
each Business Day, whether or not published on Saturdays, Sundays or holidays,
and of general circulation in each place in connection with which the term is
used or in the financial community of each such place. Where successive
publications are required to be made in Authorized Newspapers, the successive
publications may be made in the same or in different newspapers in the same city
meeting the foregoing requirements and in each case on any Business Day.

"Bank Credit Agreement" means the Fourth Amended and Restated Credit
Agreement, dated as of October 14, 1994, among the Company, the Restricted
Subsidiaries party thereto, the banks party thereto, Toronto Dominion (Texas),
Inc. as agent for the
<PAGE>

Banks, and Bank of Montreal, Chicago Branch, The Bank of New York, The Bank of
Nova Scotia, The Canadian Imperial Bank of Commerce and NationsBank of Texas,
N.A., as co-agents for the Banks, as amended by Amendment No. 1, Amendment No. 2
and Waiver thereto, as in effect on the date hereof and as such agreement may be
amended or restated from time to time.

"Bankruptcy Law" means Title 11, U.S. Code or any similar Federal or
state law for the relief of debtors.

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

"Bearer Security" means any Security except a Registered Security.

"Board of Directors" means either the board of directors of the
Company or any duly authorized committee of that board.

"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.
<PAGE>

"Cash Flow Ratio" means, as at any date, the ratio of (i) 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 (ii)
Annualized Operating Cash Flow determined as at the last day of the most recent
month for which financial information is available.

"CEDEL S.A." means Centrale de Livraison de Valeurs Mobilieres,
S.A., or its successor.

"Class A Common Stock" means the Class A Common Stock, par value
$.01 per share, of the Company.

"Commission" means the Securities and Exchange Commission, as from
time to time constituted, created under the Securities Exchange Act of 1934, or,
if at any time after the execution of this Indenture such Commission is not
existing and performing the duties now assigned to it under the Trust Indenture
Act, then the body performing such duties at such time.

"Common Depositary" has the meaning specified in Section 304.

"Company Request" or "Company Order" means a written request or
order signed in the name of the Company (i) by its Chairman, Chief Executive
Officer, a Vice Chairman, its President or a Vice President and (ii) 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 (i) above
in lieu of being signed by one of such officers or directors listed in such
clause (i) and one of the officers listed in clause (ii) above.

"Conversion Date" has the meaning specified in Section 312(d).
<PAGE>

"Conversion Event" means the cessation of use of (i) a Foreign
Currency both by the government of the country which issued such Currency and by
a central bank or other public institution of or within the international
banking community for the settlement of transactions, (ii) the ECU both within
the European Monetary System and for the settlement of transactions by public
institutions of or within the European Communities or (iii) any currency unit
(or composite currency) other than the ECU for the purposes for which it was
established.

"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 of execution of this Indenture is located
at 101 Barclay Street, 21st Floor, New York, New York 10286.

"corporation" includes corporations, associations, companies and
business trusts.

"coupon" means any interest coupon appertaining to a Bearer
Security.

"covenant defeasance" has the meaning specified in Section 1503
hereof.

"Cumulative Cash Flow Credit" means the sum of

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

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

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

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

"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
for such period, determined on a consolidated basis in accordance with Generally
Accepted Accounting Principles, including interest expense attributable to
Capitalized Lease Obligations.

"Currency" means any currency or currencies, composite currency or
currency unit or currency units, including, without limitation, the ECU, issued
by the government of one or more countries or by any recognized confederation or
association of such governments.

"Custodian" means any receiver, trustee, assignee, liquidator,
sequestrator or similar officer under any Bankruptcy Law.

"Debt" with respect to any Person means, without duplication, any
liability, whether or not contingent, (i) in respect of borrowed money or
evidenced by bonds, notes, debentures or similar instruments or letters of
credit (or reimbursement agreements in respect thereto), but excluding
reimbursement obligations under any surety bond, (ii) 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, (iii) under Interest Swap Agreements (as defined in the Bank Credit
Agreement) entered into pursuant to the Bank Credit Agreement, (iv) 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 (v) guarantees of items of other Persons
which would be included within this definition for such other Persons (whether
or not the guarantee would appear on such balance sheet).

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

"Defaulted Interest" has the meaning specified in Section 307
hereof.

"Default Notice" has the meaning specified in Section 1202 hereof.

"defeasance" has the meaning specified in Section 1502 hereof.

"Disqualified Stock" means, with respect to Securities of a series,
any Capital Stock of the Company or any Restricted Subsidiary of the Company
which, by its terms (or by the terms of any security into which it is
convertible or for which it is exchangeable), or
<PAGE>

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 of such series.

"Dollar" or "$" means a dollar or other equivalent unit in such coin
or currency of the United States of America as at the time shall be legal tender
for the payment of public and private debts.

"Dollar Equivalent of the Currency Unit" has the meaning specified
in Section 312(g).

"Dollar Equivalent of the Foreign Currency" has the meaning
specified in Section 312(f).

"ECU" means the European Currency Unit as defined and revised from
time to time by the Council of the European Communities.

"Election Date" has the meaning specified in Section 312(h).

"Euroclear" means Morgan Guaranty Trust Company of New York,
Brussels Office, or its successor as operator of the Euroclear System.

"European Communities" means the European Economic Community, the
European Coal and Steel Community and the European Atomic Energy Community.

"European Monetary System" means the European Monetary System
established by the Resolution of December 5, 1978 of the Council of the European
Communities.

"Event of Default" has the meaning specified in Section 501.

"Exchange Date" has the meaning specified in Section 304.

"Exchange Rate Agent" means, with respect to Securities of or within
any series, unless otherwise specified with respect to any Securities pursuant
to Section 301, a New York Clearing House bank, designated pursuant to Section
301 or Section 313.

any series on the basis of such Market Exchange Rate, sent (in the case of a
telex) or signed (in the case of a certificate) by the Chairman, a Vice
Chairman, the President, a Vice President or the Treasurer of the Company.

"Foreign Currency" means any Currency other than Currency of the
United States.

"Government Obligations" means, unless otherwise specified with
respect to any series of Securities pursuant to Section 301, securities which
are (i) direct obligations of the government which issued the Currency in which
the Securities of a particular series are payable or (ii) obligations of a
Person controlled or supervised by and acting as an agency or instrumentality of
the government which issued the Currency in which the Securities of such series
are payable, the payment of which is unconditionally guaranteed by such
government, which, in either case, are full faith and credit obligations of such
government payable in such Currency and are not callable or redeemable at the
option of the issuer thereof and shall also include a depository receipt issued
by a bank or trust company as custodian with respect to any such Government
Obligation or a specific payment of interest on or principal of any such
Government Obligation held by such custodian for the account of the holder of a
depository receipt; provided that (except as required by law) such custodian is
not authorized to make any deduction from the amount payable to the holder of
such depository receipt from any amount received by the custodian in respect of
the Government Obligation or the specific payment of interest or principal of
the Government Obligation evidenced by such depository receipt.

"Holder" means, in the case of a Registered Security, the Person in
whose name a Security is registered in the Security Register and, in the case of
a Bearer Security, the bearer thereof and, when used with respect to any coupon,
shall mean the bearer thereof.

"Indebtedness" with respect to any Person, means the Debt of such
Person; provided, however, that, with respect to the Company, the "Minimum
Payment" or the "Preferred Payment" (each a "Cablevision of NYC Payment")
payable by a Subsidiary and
<PAGE>

guaranteed by the Company as a result of the acquisition of Cablevision of NYC
(the "Cablevision of NYC Acquisition") shall not be deemed to be "Indebtedness"
so long as the Company and such Subsidiary are permitted to make such
Cablevision of NYC Payment in one or more classes of the Company's Capital Stock
(other than Disqualified Stock) pursuant to the terms of the Cablevision of NYC
Acquisition agreement and the Company and the Restricted Subsidiaries are
prohibited from making such Cablevision of NYC Payment in cash, debt securities,
Disqualified Stock or any combination thereof pursuant to the terms of any
mortgage, indenture, credit agreement or other instrument that secures or
evidences Indebtedness for money borrowed or guaranteed by the Company or a
Restricted Subsidiary in an aggregate amount of $10,000,000 or more; 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 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,
and shall include the terms of particular series of Securities established as
contemplated by Section 301; provided, however, that, if at any time more than
one Person is acting as Trustee under this instrument, "Indenture" shall mean,
with respect to any one or more series of Securities for which such Person is
Trustee, this instrument as originally executed or 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 and shall include the terms of
particular series of Securities for which such Person is Trustee established as
contemplated by Section 301, exclusive, however, of any provisions or terms
which relate solely to other series of Securities for which such Person is not
Trustee, regardless of when such terms or provisions were adopted, and exclusive
of any provisions or terms adopted by means of one or more indentures
supplemental hereto executed and delivered after such Person had become such
Trustee but to which such Person, as such Trustee, was not a party.

"Indexed Security" means a Security the terms of which provide that
the principal amount thereof payable at Stated Maturity may be more or less than
the principal face amount thereof at original issuance.

"Interest Payment Date", when used with respect to any Security,
means the Stated Maturity of an installment of interest on such Security.
<PAGE>

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

"Investment" means any advance, loan, account receivable (other than
an account receivable arising in the ordinary course of business) or other
extension of credit (excluding, however, accrued and unpaid interest in respect
of any advance, loan or other extension of credit) or any capital contribution
to (by means of transfers of property to others, or 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 of the Company; provided that (i) 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 (ii) 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.

"Junior Securities" means securities of the Company as reorganized
or readjusted or securities of the Company or any other company, trust or
corporation provided for by a plan of reorganization or readjustment, junior or
the payment of which is otherwise subordinate, at least to the extent provided
in Article Twelve hereof, to the payment of all Senior Indebtedness at the time
outstanding, and to the payment of all securities issued in exchange therefor,
to the holders of the Senior Indebtedness at the time outstanding.

one Foreign Currency into Dollars or another Foreign Currency, the spot rate at
noon local time in the relevant market at which, in accordance with normal
banking procedures, the Dollars or Foreign Currency into which conversion is
being made could be purchased with the Foreign Currency from which conversion is
being made from major banks located in either New York City, London or any other
principal market for Dollars or such purchased Foreign Currency, in each case
determined by the Exchange Rate Agent. Unless otherwise specified with respect
to any Securities pursuant to Section 301, in the event of the unavailability of
any of the exchange rates provided for in the foregoing clauses (i), (ii) and
(iii), the Exchange Rate Agent shall use, in its sole discretion and without
liability on its part, such quotation of the Federal Reserve Bank of New York as
of the most recent available date, or quotations from one or more major banks in
New York City, London or another principal market for the Currency in question,
or such other quotations as the Exchange Rate Agent shall deem appropriate.
Unless otherwise specified by the Exchange Rate Agent, if there is more than one
market for dealing in any Currency by reason of foreign exchange regulations or
otherwise, the market to be used in respect of such Currency shall be that upon
which a non-resident issuer of securities designated in such Currency would
purchase such Currency in order to make payments in respect of such securities.

"Maturity", when used with respect to any Security, means the date
on which the principal of such Security or an installment of principal becomes
due and payable as therein or herein provided, whether at the Stated Maturity or
by declaration of acceleration, notice of redemption, notice of option to elect
repayment or otherwise.

"Officers' Certificate" means a certificate signed by (i) the
Chairman, Chief Executive Officer, a Vice Chairman, the President, a Vice
President or the Treasurer of the Company and (ii) 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 (i) above in lieu of being signed by one of such officers or directors
listed in such clause (i) and one of the officers listed in clause (ii) above.

"Operating Cash Flow" means, for any period, the sum of the
following for the Company and the Restricted Subsidiaries for such period,
determined on a consolidated basis in accordance with generally accepted
accounting principles (except for the amortization of deferred installation
income which shall be excluded from the calculation of Operating Cash Flow for
all purposes of this Indenture): (i) aggregate operating revenues minus (ii)
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
<PAGE>

expenses, any losses resulting from a writeoff or writedown 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, and who shall be acceptable to the Trustee. Each such
opinion shall include the statements provided for in Trust Indenture Act Section
314(e) to the extent applicable.

"Original Issue Discount Security" means any Security which provides
for an amount less than the principal amount thereof to be due and payable upon
a declaration of acceleration of the Maturity thereof pursuant to Section 502.

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

(i) Securities theretofore cancelled by the Trustee or delivered to
the Trustee for cancellation;

(ii) Securities, or portions thereof, for whose payment or
redemption or repayment at the option of the Holder 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 and any coupons appertaining thereto; provided
that, if such Securities are to be redeemed, notice of such redemption has
been duly given pursuant to this Indenture or provision therefor
satisfactory to the Trustee has been made;

(iii) Securities, except to the extent provided in Sections 1502 and
1503, with respect to which the Company has effected defeasance and/or
covenant defeasance as provided in Article Fifteen; and

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

provided, however, that in determining whether the Holders of the requisite
principal amount of the Outstanding Securities have given any request, demand,
authorization, direction, notice, consent or waiver hereunder or are present at
a meeting of Holders for quorum purposes, and for the purpose of making the
calculations required by TIA Section 313, (i) the principal amount of an
Original Issue Discount Security that may be counted in making such
determination or calculation and that shall be deemed to be Outstanding for such
purpose shall be equal to the amount of principal thereof that would be (or
shall have been declared to be) due and payable, at the time of such
determination, upon a declaration of acceleration of the maturity thereof
pursuant to Section 502, (ii) the principal amount of any Security denominated
in a Foreign Currency that may be counted in making such determination or
calculation and that shall be deemed Outstanding for such purpose shall be equal
to the Dollar equivalent, determined as of the date such Security is originally
issued by the Company as set forth in an Exchange Rate Officers' Certificate
delivered to the Trustee, of the principal amount (or, in the case of an
Original Issue Discount Security, the Dollar equivalent as of such date of
original issuance of the amount determined as provided in clause (i) above) of
such Security, (iii) the principal amount of any Indexed Security that may be
counted in making such determination or calculation and that shall be deemed
outstanding for such purpose shall be equal to the principal face amount of such
Indexed Security at original issuance, unless otherwise provided with respect to
such Security pursuant to Section 301, and (iv) Securities owned by the Company
or any other obligor upon the Securities or any Affiliate of the Company or of
such other obligor shall be disregarded and deemed not to be Outstanding, except
that, in determining whether the Trustee shall be protected in making such
calculation or in relying upon any such request, demand, authorization,
direction, notice, consent or waiver, only Securities which 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.

"Permitted Restricted Payment" means the payment or declaration of
any dividend by the Company or the making by the Company of any other
distribution or the consummation of an exchange offer, or any combination of the
foregoing, which results in all or a portion of the Capital Stock of RPH being
held by all or any portion of the shareholders of the Company (an "RPH
Transaction"), it being understood that (i) if the Company and its Subsidiaries,
after the date of this Indenture and prior to the date of an RPH Transaction,
make Investments in RPH (in cash or assets) aggregating not more than
$15,000,000, then such RPH Transaction shall continue to constitute a "Permitted
Restricted
<PAGE>

Payment" and (ii) if the Company or any Subsidiary makes an Investment in RPH,
after the date of this Indenture and prior to the date of such RPH Transaction,
that is not permitted by the foregoing clause (i), then such RPH Transaction
shall not constitute a "Permitted Restricted Payment". For purposes of the
foregoing, the value of any Investment of assets in RPH shall be based upon the
fair market value thereof as determined by the Board of Directors of the
Company, whose good faith determination shall be conclusive.

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

"Place of Payment" means, when used with respect to the Securities
of or within any series, the place or places where the principal of (and
premium, if any) and interest, if any, on such Securities are payable as
specified as contemplated by Sections 301 and 1002.

"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 or in
lieu of a mutilated, destroyed, lost or stolen Security or a Security to which a
mutilated, destroyed, lost or stolen coupon appertains shall be deemed to
evidence the same debt as the mutilated, destroyed, lost or stolen Security or
the Security to which the mutilated, destroyed, lost or stolen coupon
appertains, as the case may be.

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

"Redemption Price", when used with respect to any Security to be
redeemed, means the price at which it is to be redeemed pursuant to this
Indenture.

"redesignation of a Restricted Subsidiary" has the meaning specified
in Section 1010 hereof.

"Registered Security" means any Security registered in the Security
Register.
<PAGE>

"Repayment Date" means, when used with respect to any Security to be
repaid at the option of the Holder, the date fixed for such repayment pursuant
to this Indenture.

"Repayment Price" means, when used with respect to any Security to
be repaid at the option of the Holder, the price at which it is to be repaid
pursuant to this Indenture.

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

"Restricted Payment" means

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

(b) any direct or indirect payment to redeem, repurchase, defease or
otherwise acquire or retire for value, or permit any Restricted Subsidiary
to redeem, repurchase, 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.

such Subsidiary is owned, directly or indirectly, by the Company or another
Restricted Subsidiary and (ii) such Subsidiary is not restricted, pursuant to
the terms of any loan agreement, note, indenture or other evidence of
indebtedness, from (a) 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 of the Company, (b) making
any loans or advances to the Company or any Restricted Subsidiary of the Company
or (c) 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 are directly impacted by the taking of the action (e.g.,
the payment of a dividend) itself (such as a debt to cash flow test) would not
be deemed to be a restriction on the foregoing actions); and provided further
that the Company may, from time to time, redesignate any Restricted Subsidiary
as an Unrestricted Subsidiary in accordance with Section 1010 of this Indenture.

"RPH" means Rainbow Programming Holdings, Inc., a New York
corporation, or such other entity holding only assets that were held by Rainbow
Programming Holdings, Inc. immediately prior to their acquisition by such
entity.

"Securities" has the meaning stated in the first recital of this
Indenture and more particularly means any Securities authenticated and delivered
under this Indenture; provided, however, that if at any time there is more than
one Person acting as Trustee under this Indenture, "Securities" with respect to
the Indenture as to which such Person is Trustee shall have the meaning stated
in the first recital of this Indenture and shall more particularly mean
Securities authenticated and delivered under this Indenture, exclusive, however,
of Securities of any series as to which such Person is not Trustee.

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

"Senior Indebtedness" means, with respect to the Securities of any
series except as otherwise provided pursuant to Section 301 of this Indenture,
the principal, premium, if any, interest (including post-petition interest in
any proceeding under any Bankruptcy Law, whether or not such interest is an
allowed claim enforceable against the debtor in a proceeding under such
Bankruptcy Law), penalties, fees and other liabilities payable with respect to
(i) all Debt of the Company, other than the Securities of such series and the
Company's 9-7/8% Senior Subordinated Debentures due 2013, 10-3/4% Senior
Subordinated Debentures due 2004 and 9-7/8% Senior Subordinated Debentures due
2023 (with which the Securities of such series are intended to rank on a
parity), whether outstanding on the date of this Indenture or thereafter
created, incurred or assumed, which is (x) for money borrowed, (y) evidenced by
a note or similar instrument given in connection
<PAGE>

with the acquisition of any businesses, properties or assets of any kind or (z)
in respect of any Capitalized Lease Obligations and (ii) all renewals,
extensions, refundings, increases or refinancings thereof, unless, in the case
of (i) or (ii) above, the instrument under which the Debt is created, incurred,
assumed or guaranteed expressly provides that such Debt is not senior in right
of payment to the Securities of any series. Notwithstanding anything to the
contrary contained herein, "Senior Indebtedness" shall mean and include all
amounts of Senior Indebtedness that are such by virtue of clause (i) or (ii) of
the foregoing definition that are repaid by the Company and subsequently
recovered from the holder of such Senior Indebtedness under any applicable
Bankruptcy Laws or otherwise (other than by reason of some wrongful conduct on
the part of the holders of such Debt).

"Special Record Date" for the payment of any Defaulted Interest on
the Registered Securities of or within any series means a date fixed by the
Trustee pursuant to Section 307.

"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 for value by such Person, directly or
indirectly, of any shares of any class of its capital stock, now or hereafter
outstanding.

"Subsidiary" means any subsidiary of the Company.

"successor" shall have the meaning set forth in Section 801 hereof.

"Trust Indenture Act" or "TIA" means the Trust Indenture Act of 1939
as in force at the date as of which this Indenture was executed, except as
provided in Section 905.
<PAGE>

"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 or include each Person who is then a Trustee hereunder;
provided, however, that if at any time there is more than one such Person,
"Trustee" as used with respect to the Securities of any series shall mean only
the Trustee with respect to Securities of that series.

"Unrestricted Subsidiary" means any Subsidiary which is not a
Restricted Subsidiary.

"Valuation Date" has the meaning specified in Section 312(c).

SECTION 102. Compliance Certificates and Opinions.

relating to the proposed action have been complied with and an Opinion of
Counsel stating that in the opinion of such counsel all such conditions
precedent, if any, have been complied with, except that in the case of any such
application or request as to which the furnishing of such documents is
specifically required by any provision of this Indenture relating to such
particular application or request, no additional certificate or opinion need be
furnished.

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

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

(2) 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;

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

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

SECTION 103. 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.

knows, or in the exercise of reasonable care should know, that the certificate
or opinion or representations with respect to such matters are erroneous.

SECTION 104. 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 of the Outstanding Securities of all series or one or more series, as
the case may be, may be embodied in and evidenced by one or more instruments of
substantially similar tenor signed by such Holders in person or by agents duly
appointed in writing. If Securities of a series are issuable as Bearer
Securities, any request, demand, authorization, direction, notice, consent,
waiver or other action provided by this Indenture to be given or taken by
Holders of such series may, alternatively, be embodied in and evidenced by the
record of Holders of Securities of such series voting in favor thereof, either
in person or by proxies duly appointed in writing, at any meeting of Holders of
Securities of such series duly called and held in accordance with the provisions
of Article Sixteen, or a combination of such instruments and any such record.
Except as herein otherwise expressly provided, such action shall become
effective when such instrument or instruments or record or both are delivered to
the Trustee and, where it is hereby expressly required, to the Company. Such
instrument or instruments and any such record (and the action embodied therein
and evidenced thereby) are herein sometimes referred to as the "Act" of the
Holders signing such instrument or instruments or so voting at any such meeting.
Proof of execution of any such instrument or of a writing appointing any such
agent, or of the holding by any Person of a Security, shall be sufficient for
any purpose of this Indenture and conclusive in favor of the Trustee and the
Company, if made in the manner provided in this Section. The record of any
meeting of Holders of Securities shall be proved in the manner provided in
Section 1606.

(b) The fact and date of the execution by any Person of any such
instrument or writing may be proved by the affidavit of a witness of such
execution or by a certificate of a notary public or other officer authorized by
law to take acknowledgments of deeds, certifying that the individual signing
such instrument or writing acknowledged to him the execution thereof. Where such
execution is by a signer acting in a capacity other than his individual
capacity, such certificate or affidavit shall also constitute sufficient proof
of authority. The fact and date of the execution of any such instrument or
writing, or the authority of the Person executing the same, may also be proved
in any other manner which the Trustee deems sufficient.
<PAGE>

(c) The principal amount and serial numbers of Registered Securities
held by any Person, and the date of holding the same, shall be proved by the
Security Register.

(d) The principal amount and serial numbers of Bearer Securities
held by any Person, and the date of holding the same, may be proved by the
production of such Bearer Securities or by a certificate executed, as
depositary, by any trust company, bank, banker or other depositary, wherever
situated, if such certificate shall be deemed by the Trustee to be satisfactory,
showing that at the date therein mentioned such Person had on deposit with such
depositary, or exhibited to it, the Bearer Securities therein described; or such
facts may be proved by the certificate or affidavit of the Person holding such
Bearer Securities, if such certificate or affidavit is deemed by the Trustee to
be satisfactory. The Trustee and the Company may assume that such ownership of
any Bearer Security continues until (1) another certificate or affidavit bearing
a later date issued in respect of the same Bearer Security is produced, or (2)
such Bearer Security is produced to the Trustee by some other Person, or (3)
such Bearer Security is surrendered in exchange for a Registered Security, or
(4) such Bearer Security is no longer Outstanding. The principal amount and
serial numbers of Bearer Securities held by any Person, and the date of holding
the same, may also be proved in any other manner that the Trustee deems
sufficient.

(e) If the Company shall solicit from the Holders of Registered
Securities 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 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 TIA Section 316(c), such record date shall be the record date
specified in or pursuant to such Board Resolution, which shall be a date not
earlier than the date 30 days prior to the first solicitation of Holders
generally in connection therewith and not 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 Outstanding
Securities have authorized or agreed or consented to such request, demand,
authorization, direction, notice, consent, waiver or other Act, and for that
purpose the Outstanding Securities shall be computed as of such record date;
provided that no such authorization, agreement or consent 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 eleven months after the
record date.

(f) Any request, demand, authorization, direction, notice, consent,
waiver or other Act of the Holder of any Security shall bind every future Holder
of the same Security and 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, omitted or suffered to be
<PAGE>

done by the Trustee or the Company in reliance thereon, whether or not notation
of such action is made upon such Security.

SECTION 105. Notices, Etc. to Trustee and Company.

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

(1) the Trustee by any Holder or by the Company shall be sufficient
for every purpose hereunder if made, given, furnished or filed in writing
to or with the Trustee at its Corporate Trust Office, Attention: Corporate
Trust Trustee Administration, or

(2) the Company by the Trustee or by any Holder shall be sufficient
for every purpose hereunder (unless otherwise herein expressly provided)
if in writing and mailed, first-class postage prepaid, to the Company
addressed to it at the address of its principal office specified in the
first paragraph of this Indenture or at any other address previously
furnished in writing to the Trustee by the Company.

SECTION 106. Notice to Holders; Waiver.

Where this Indenture provides for notice of any event to Holders of
Registered Securities by the Company or the Trustee, such notice shall be
sufficiently given (unless otherwise herein expressly provided) if in writing
and mailed, first-class postage prepaid, to each such 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 of Registered Securities 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 of Registered Securities or the sufficiency
of any notice to Holders of Bearer Securities given as provided. Any notice
mailed to a Holder in the manner herein prescribed shall be conclusively deemed
to have been received by such Holder, whether or not such Holder actually
receives such notice.

In case, by reason of the suspension of or irregularities in regular
mail service or by reason of any other cause, it shall be impractical to mail
notice of any event to Holders of Registered Securities when such notice is
required to be given pursuant to any provision of this Indenture, then any
manner of giving such notice as shall be satisfactory to the Trustee shall be
deemed to be sufficient giving of such notice for every purpose hereunder.
<PAGE>

Except as otherwise expressly provided herein or otherwise specified
with respect to any Securities pursuant to Section 301, where this Indenture
provides for notice to Holders of Bearer Securities of any event, such notice
shall be sufficiently given to Holders of Bearer Securities if published in an
Authorized Newspaper in The City of New York and in such other city or cities as
may be specified in such Securities on a Business Day at least twice, the first
such publication to be not earlier than the earliest date, and not later than
the latest date, prescribed for the giving of such notice. Any such notice shall
be deemed to have been given on the date of the first such publication.

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.

SECTION 107. 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 108. Successors and Assigns.

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

SECTION 109. Separability Clause.

In case any provision in this Indenture or in any Security or coupon
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 110. Benefits of Indenture.

Nothing in this Indenture or in the Securities or coupons, express
or implied, shall give to any Person, other than the parties hereto, any
Authenticating Agent, any Paying Agent, any Securities Registrar, any holders of
Senior Indebtedness and their successors hereunder and the Holders of Securities
or coupons, any benefit or any legal or equitable right, remedy or claim under
this Indenture.

SECTION 111. Governing Law.

This Indenture and the Securities and coupons shall be governed by
and construed in accordance with the law 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 112. Legal Holidays.

In any case where any Interest Payment Date, Redemption Date,
sinking fund payment date or Stated Maturity or Maturity of any Security shall
not be a Business Day at any Place of Payment, then (notwithstanding any other
provision of this Indenture or of any Security or coupon other than a provision
in the Securities of any series which specifically states that such provision
shall apply in lieu of this Section), payment of principal (or premium, if any)
or interest, if any, need not be made at such Place of Payment on such date, but
may be made on the next succeeding Business Day at such Place of Payment with
the same force and effect as if made on the Interest Payment Date or Redemption
Date or sinking fund payment date, or at the Stated Maturity or Maturity;
provided that no interest shall accrue for the period from and after such
Interest Payment Date, Redemption Date, sinking fund payment date, Stated
Maturity or Maturity, as the case may be.
<PAGE>

ARTICLE TWO

SECURITY FORMS

SECTION 201. Forms Generally.

The Registered Securities, if any, of each series and the Bearer
Securities, if any, of each series and related coupons shall be in substantially
the forms as shall be established by or pursuant to a Board Resolution or in one
or more indentures supplemental hereto, in each case with such appropriate
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
or coupons, as evidenced by their execution of the Securities or coupons. If the
forms of Securities or coupons of any series are established by action taken
pursuant to a Board Resolution, a copy of an appropriate record of such action
shall be certified by the Secretary or an Assistant Secretary of the Company and
delivered to the Trustee at or prior to the delivery of the Company Order
contemplated by Section 303 for the authentication and delivery of such
Securities or coupons. 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.

Unless otherwise specified as contemplated by Section 301,
Securities in bearer form shall have interest coupons attached.

The Trustee's certificate of authentication on all Securities shall
be in substantially the form set forth in this Article.

The definitive Securities and coupons shall be printed, lithographed
or engraved on steel-engraved borders or may be produced in any other manner,
all as determined by the officers of the Company executing such Securities, as
evidenced by their execution of such Securities or coupons.

SECTION 202. Form of Trustee's Certificate of Authentication.

Subject to Section 611, the Trustee's certificate of authentication
shall be in substantially the following form:
<PAGE>

TRUSTEE'S CERTIFICATE OF AUTHENTICATION

Dated: ____________________

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

THE BANK OF NEW YORK,
as Trustee

By
-------------------------------
Authorized Signatory

SECTION 203. Securities Issuable in Global Form.

If Securities of or within a series are issuable in global form, as
specified as contemplated by Section 301, then, notwithstanding clause (8) of
Section 301, any such Security shall represent such of the Outstanding
Securities of such series as shall be specified therein and may provide that it
shall represent the aggregate amount of Outstanding Securities of such series
from time to time endorsed thereon and that the aggregate amount of Outstanding
Securities of such series represented thereby may from time to time be increased
or decreased to reflect exchanges. Any endorsement of a Security in global form
to reflect the amount, or any increase or decrease in the amount, of Outstanding
Securities represented thereby shall be made by the Trustee in such manner and
upon instructions given by such Person or Persons as shall be specified therein
or in the Company Order to be delivered to the Trustee pursuant to Section 303
or Section 304. Subject to the provisions of Section 303 and, if applicable,
Section 304, the Trustee shall deliver and redeliver any Security in permanent
global form in the manner and upon instructions given by the Person or Persons
specified therein or in the applicable Company Order. If a Company Order
pursuant to Section 303 or Section 304 has been, or simultaneously is,
delivered, any instructions by the Company with respect to endorsement or
delivery or redelivery of a Security in global form shall be in writing but need
not comply with Section 102 and need not be accompanied by an Opinion of
Counsel.

Notwithstanding the provisions of Section 307, unless otherwise
specified as contemplated by Section 301, payment of principal of (and premium,
if any) and interest, if any, on any Security in permanent global form shall be
made to the Person or Persons specified therein.

Notwithstanding the provisions of Section 309 and except as provided
in the preceding paragraph, the Company, the Trustee and any agent of the
Company and the Trustee shall treat as the Holder of such principal amount of
Outstanding Securities represented by a permanent global Security (i) in the
case of a permanent global Security in registered form, the Holder of such
permanent global Security in registered form, or (ii) in the case of a permanent
global Security in bearer form, Euroclear or CEDEL S.A.

ARTICLE THREE

THE SECURITIES

SECTION 301. Amount Unlimited; Issuable in Series.

The aggregate principal amount of Securities which may be
authenticated and delivered under this Indenture is unlimited.

The Securities may be issued in one or more series. There shall be
established in one or more Board Resolutions or pursuant to authority granted by
one or more Board Resolutions and, subject to Section 303, set forth in, or
determined in the manner provided in, an Officers' Certificate, or established
in one or more indentures supplemental hereto, prior to the issuance of
Securities of any series, any or all of the following, as applicable (each of
which (except for the matters set forth in clauses (1), (2) and (17) below), if
so provided, may be determined from time to time by the Company with respect to
unissued Securities of the series and set forth in such Securities of the series
when issued from time to time):

(1) the title of the Securities of the series (which shall
distinguish the Securities of the series from all other series of
Securities);

(2) any limit upon the aggregate principal amount of the Securities
of the series that may be authenticated and delivered under this Indenture
(except for Securities authenticated and delivered upon registration of
transfer of, or in exchange for, or in lieu of, other Securities of the
series pursuant to Section 304, 305, 306, 906, 1107 or 1405);
<PAGE>

(3) the Person to whom any interest on the Securities of any series
is payable if other than the Person in whose name the Securities of such
series are registered on the Regular Record Date;

(4) the date or dates, or the method by which such date or dates
will be determined or extended, on which the principal of the Securities
of the series is payable;

(5) the rate or rates at which the Securities of the series shall
bear interest, if any, or the method by which such rate or rates shall be
determined, the date or dates from which such interest shall accrue, or
the method by which such date or dates shall be determined, the Interest
Payment Dates on which such interest shall be payable and the Regular
Record Date, if any, for the interest payable on any Registered Security
on any Interest Payment Date, or the method by which such date or dates
shall be determined, and the basis upon which interest shall be calculated
if other than on the basis of a 360-day year of twelve 30-day months;

(6) the place or places, if any, other than or in addition to the
Borough of Manhattan, The City of New York, where the principal of (and
premium, if any) and interest, if any, on Securities of the series shall
be payable, where any Registered Securities of the series may be
surrendered for registration of transfer, where Securities of the series
may be surrendered for exchange, where Securities of the series that are
convertible or exchangeable may be surrendered for conversion or exchange,
as applicable and, if different than the location specified in Section
106, the place or places where notices or demands to or upon the Company
in respect of the Securities of the series and this Indenture may be
served;

(8) the obligation, if any, of the Company to redeem, repay or
purchase Securities of the series pursuant to any sinking fund or
analogous provision or at the option of a Holder thereof, and the period
or periods within which, the price or prices at which, the Currency in
which, and other terms and conditions upon which Securities of the series
shall be redeemed, repaid or purchased, in whole or in part, pursuant to
such obligation;

(9) if other than denominations of $1,000 and any integral multiple
thereof, the denomination or denominations in which any Registered
Securities of the series
<PAGE>

shall be issuable and, if other than denominations of $5,000, the
denomination or denominations in which any Bearer Securities of the series
shall be issuable;

(10) whether the amount of payments of principal of (or premium, if
any) or interest, if any, on the Securities of the series may be
determined with reference to an index, formula or other method (which
index, formula or method may be based, without limitation, on one or more
Currencies, commodities, equity indices or other indices), and the manner
in which such amounts shall be determined;

(11) if other than Dollars, the Currency in which payment of the
principal of (or premium, if any) or interest, if any, on the Securities
of the series shall be payable or in which the Securities of the series
shall be denominated and the particular provisions applicable thereto in
accordance with, in addition to or in lieu of any of the provisions of
Section 312;

(12) whether the principal of (or premium, if any) or interest, if
any, on the Securities of the series are to be payable, at the election of
the Company or a Holder thereof, in a Currency other than that in which
such Securities are denominated or stated to be payable, the period or
periods within which (including the Election Date), and the terms and
conditions upon which, such election may be made, and the time and manner
of determining the exchange rate between the Currency in which such
Securities are denominated or stated to be payable and the Currency in
which such Securities are to be so payable, in each case in accordance
with, in addition to or in lieu of any of the provisions of Section 312;

(13) if other than the principal amount thereof, the portion of the
principal amount of Securities of the series that shall be payable upon
declaration of acceleration of the Maturity thereof pursuant to Section
502 or the method by which such portion shall be determined;

(14) if the principal amount of the Securities of the series payable
at the Maturity thereof is not determinable as of any date prior to such
Maturity, the amount which shall be deemed to be the Outstanding principal
amount of the Securities of such series;

(15) the applicability, if any, of Sections 1502 and/or 1503 to the
Securities of the series and any provisions in modification of, in
addition to or in lieu of any of the provisions of Article Fifteen that
shall be applicable to the Securities of the series;

the series are to be issuable initially in temporary global form and
whether any Securities of the series are to be issuable in permanent
global form with or without coupons and, if so, whether beneficial owners
of interests in any such permanent global Security may exchange such
interests for Securities of such series and of like tenor of any
authorized form and denomination and the circumstances under which any
such exchanges may occur, if other than in the manner provided in Section
305, whether Registered Securities of the series may be exchanged for
Bearer Securities of the series (if permitted by applicable laws and
regulations), whether Bearer Securities of the series may be exchanged for
Registered Securities of such series, and the circumstances under which
and the place or places where any such exchanges may be made and if
Securities of the series are to be issuable in global form, the identity
of any initial depository therefor;

(17) any deletions from, modifications of or additions to the Events
of Default of the Company with respect to Securities of the series,
whether or not such Events of Default are consistent with the Events of
Default set forth herein;

(19) if the Securities of the series are to be convertible into or
exchangeable into Class A Common Stock or other securities of the Company,
the terms and conditions upon which such Securities will be so convertible
or exchangeable; and

(20) if the Securities of the series are to be secured;

(21) whether the provisions of Article Twelve and the related
definitions shall be applicable to Securities of the series or, if not,
the subordination provisions and related definitions that will be
applicable to Securities of the series; and

(22) any other terms, conditions, rights and preferences (or
limitations on such rights and preferences) relating to the series (which
terms shall not be inconsistent with the requirements of the Trust
Indenture Act or the provisions of this Indenture).

All Securities of any one series and the coupons appertaining to any
Bearer Securities of such series shall be substantially identical except, in the
case of Registered Securities, as to denomination and except as may otherwise be
provided in or pursuant to such Board Resolution (subject to Section 303) and
set forth in such Officers' Certificate or in any such indenture supplemental
hereto. Not all Securities of any one series need be
<PAGE>

issued at the same time, and, unless otherwise provided, a series may be
reopened for issuances of additional Securities of such series.

SECTION 302. Denominations.

The Securities of each series shall be issuable in such
denominations as shall be specified as contemplated by Section 301. With respect
to Securities of any series denominated in Dollars, in the absence of any such
provisions, the Registered Securities of such series, other than Registered
Securities issued in global form (which may be of any denomination), shall be
issuable in denominations of $1,000 and any integral multiple thereof and the
Bearer Securities of such series, other than the Bearer Securities issued in
global form (which may be of any denomination), shall be issuable in a
denomination of $5,000.

SECTION 303. Execution, Authentication, Delivery and Dating.

The Securities and any coupons appertaining thereto shall be
executed on behalf of the Company by its Chairman, Chief Executive Officer, a
Vice Chairman, its President or a Vice President, under its corporate seal
reproduced thereon attested by its Secretary or an Assistant Secretary. The
signature of any of these officers on the Securities or coupons may be the
manual or facsimile signatures of the present or any future such authorized
officer and may be imprinted or otherwise reproduced on the Securities.

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

in Exhibit B-1 to this Indenture, dated no earlier than 15 days prior to the
earlier of the date on which such Bearer Security is delivered and the date on
which any temporary Security first becomes exchangeable for such Bearer Security
in accordance with the terms of such temporary Security and this Indenture. If
any Security shall be represented by a permanent global Bearer Security, then,
for purposes of this Section and Section 304, the notation of a beneficial
owner's interest therein upon original issuance of such Security or upon
exchange of a portion of a temporary global Security shall be deemed to be
delivery in connection with its original issuance of such beneficial owner's
interest in such permanent global Security. Except as permitted by Section 306,
the Trustee shall not authenticate and deliver any Bearer Security unless all
appurtenant coupons for interest then matured have been detached and cancelled.
If not all the Securities of any series are to be issued at one time and if the
Board Resolution or supplemental indenture establishing such series shall so
permit, such Company Order may set forth procedures acceptable to the Trustee
for the issuance of such Securities and determining terms of particular
Securities of such series such as interest rate, stated maturity, date of
issuance and date from which interest shall accrue.

(a) that the form or forms of such Securities and any coupons have
been established in conformity with the provisions of this Indenture;

(b) that the terms of such Securities and any coupons have been
established in conformity with the provisions of this Indenture;

(c) that such Securities, together with any coupons appertaining
thereto, when completed by appropriate insertions and executed and
delivered by the Company to the Trustee for authentication in accordance
with this Indenture, authenticated and delivered by the Trustee in
accordance with this Indenture and issued by the Company in the manner and
subject to any conditions specified in such Opinion of Counsel, will
constitute the legal, valid and binding obligations of the Company,
enforceable in accordance with their terms, subject to applicable
bankruptcy, insolvency, reorganization and other similar laws of general
applicability relating to or affecting the enforcement of creditors'
rights, to general equitable principles and to such other qualifications
as such counsel shall conclude do not materially affect the rights of
Holders of such Securities and any coupons;

Securities and any coupons and the execution and delivery of the
supplemental indenture, if any, by the Trustee will not violate the terms
of the Indenture;

(e) that the Company has the corporate power to issue such
Securities and any coupons, and has duly taken all necessary corporate
action with respect to such issuance; and

(f) that the issuance of such Securities and any coupons will not
contravene the articles of incorporation or by-laws of the Company or
result in any violation of any of the terms or provisions of any law or
regulation or of any indenture, mortgage or other agreement known to such
Counsel by which the Company is bound.

Notwithstanding the provisions of Section 301 and of the preceding
two paragraphs, if not all the Securities of any series are to be issued at one
time, it shall not be necessary to deliver the Officers' Certificate otherwise
required pursuant to Section 301 or the Company Order and Opinion of Counsel
otherwise required pursuant to the preceding two paragraphs prior to or at the
time of issuance of each Security, but such documents shall be delivered prior
to or at the time of issuance of the first Security of such series.

The Trustee shall not be required to authenticate and deliver any
such Securities if the issue of such Securities pursuant to this Indenture will
affect the Trustee's own rights, duties or immunities under the Securities and
this Indenture or otherwise in a manner which is not reasonably acceptable to
the Trustee.

Each Registered Security shall be dated the date of its
authentication and each Bearer Security shall be dated as of the date specified
as contemplated by Section 301.

No Security or coupon shall be entitled to any benefit under this
Indenture or be valid or obligatory for any purpose unless there appears on such
Security a certificate of authentication substantially in the form provided for
herein duly executed by the Trustee by manual signature of an authorized
signatory, and such certificate upon any Security shall be conclusive evidence,
and the only evidence, that such Security has been duly authenticated and
delivered hereunder and is entitled to the benefits of this Indenture.
Notwithstanding the foregoing, if any Security shall have been authenticated and
delivered hereunder but never issued and sold by the Company, and the Company
shall deliver such Security to the Trustee for cancellation as provided in
Section 310 together with a written statement (which need not comply with
Section 102 and need not be accompanied by an Opinion of Counsel) stating that
such Security has never been issued and sold by the Company, for all purposes of
this Indenture such Security shall be deemed never to have been authenticated
and delivered hereunder and shall never be entitled to the benefits of this
Indenture.
<PAGE>

SECTION 304. Temporary Securities.

Pending the preparation of definitive Securities of any series, the
Company may execute, and upon Company Order the Trustee shall authenticate and
deliver, temporary Securities which are printed, lithographed, typewritten,
mimeographed or otherwise produced, in any authorized denomination,
substantially of the tenor of the definitive Securities in lieu of which they
are issued, in registered form or, if authorized, in bearer form with one or
more coupons or without coupons, and with such appropriate insertions,
omissions, substitutions and other variations as conclusively the officers
executing such Securities may determine, as conclusively evidenced by their
execution of such Securities. Such temporary Securities may be in global form.

Except in the case of temporary Securities in global form (which
shall be exchanged in accordance with the provisions of the following
paragraphs), if temporary Securities of any series are issued, the Company will
cause definitive Securities of that series to be prepared without unreasonable
delay. After the preparation of definitive Securities of such series, the
temporary Securities of such series shall be exchangeable for definitive
Securities of such series upon surrender of the temporary Securities of such
series at the office or agency of the Company in a Place of Payment for that
series, without charge to the Holder. Upon surrender for cancellation of any one
or more temporary Securities of any series (accompanied by any unmatured coupons
appertaining thereto), the Company shall execute and the Trustee shall
authenticate and deliver in exchange therefor a like principal amount of
definitive Securities of the same series of authorized denominations; provided,
however, that no definitive Bearer Security shall be delivered in exchange for a
temporary Registered Security; and provided further that a definitive Bearer
Security shall be delivered in exchange for a temporary Bearer Security only in
compliance with the conditions set forth in Section 303. Until so exchanged the
temporary Securities of any series shall in all respects be entitled to the same
benefits under this Indenture as definitive Securities of such series.

If temporary Securities of any series are issued in global form, any
such temporary global Security shall, unless otherwise provided therein, be
delivered to the London office of a depositary or common depositary (the "Common
Depositary"), for the benefit of Euroclear and CEDEL S.A., for credit to the
respective accounts of the beneficial owners of such Securities (or to such
other accounts as they may direct).

Without unnecessary delay but in any event not later than the date
specified in, or determined pursuant to the terms of, any such temporary global
Security (the "Exchange Date"), the Company shall deliver to the Trustee
definitive Securities, in aggregate principal amount equal to the principal
amount of such temporary global Security, executed by the Company. On or after
the Exchange Date such temporary global Security shall be surrendered by the
Common Depositary to the Trustee, as the Company's agent for such
<PAGE>

purpose, to be exchanged, in whole or from time to time in part, for definitive
Securities without charge and the Trustee shall authenticate and deliver, in
exchange for each portion of such temporary global Security, an equal aggregate
principal amount of definitive Securities of the same series of authorized
denominations and of like tenor as the portion of such temporary global Security
to be exchanged. The definitive Securities to be delivered in exchange for any
such temporary global Security shall be in bearer form, registered form,
permanent global bearer form or permanent global registered form, or any
combination thereof, as specified as contemplated by Section 301, and, if any
combination thereof is so specified, as requested by the beneficial owner
thereof; provided, however, that, unless otherwise specified in such temporary
global Security, upon such presentation by the Common Depositary, such temporary
global Security is accompanied by a certificate dated the Exchange Date or a
subsequent date and signed by Euroclear as to the portion of such temporary
global Security held for its account then to be exchanged and a certificate
dated the Exchange Date or a subsequent date and signed by CEDEL S.A. as to the
portion of such temporary global Security held for its account then to be
exchanged, each in the form set forth in Exhibit B-2 to this Indenture (or in
such other form as may be established pursuant to Section 301); and provided
further that definitive Bearer Securities shall be delivered in exchange for a
portion of a temporary global Security only in compliance with the requirements
of Section 303.

Unless otherwise specified in such temporary global Security, the
interest of a beneficial owner of Securities of a series in a temporary global
Security shall be exchanged for definitive Securities of the same series and of
like tenor following the Exchange Date when the account holder instructs
Euroclear or CEDEL S.A., as the case may be, to request such exchange on his
behalf and delivers to Euroclear or CEDEL S.A., as the case may be, a
certificate in the form set forth in Exhibit B-1 to this Indenture (or in such
other form as may be established pursuant to Section 301), dated no earlier than
15 days prior to the Exchange Date, copies of which certificate shall be
available from the offices of Euroclear and CEDEL S.A., the Trustee, any
Authenticating Agent appointed for such series of Securities and each Paying
Agent. Unless otherwise specified in such temporary global Security, any such
exchange shall be made free of charge to the beneficial owners of such temporary
global Security, except that a Person receiving definitive Securities must bear
the cost of insurance, postage, transportation and the like in the event that
such Person does not take delivery of such definitive Securities in person at
the offices of Euroclear or CEDEL S.A. Definitive Securities in bearer form to
be delivered in exchange for any portion of a temporary global Security shall be
delivered only outside the United States.

Until exchanged in full as hereinabove provided, the temporary
Securities of any series shall in all respects be entitled to the same benefits
under this Indenture as definitive Securities of the same series and of like
tenor authenticated and delivered hereunder, except that, unless otherwise
specified as contemplated by Section 301, interest payable on a temporary global
Security on an Interest Payment Date for Securities of such
<PAGE>

series occurring prior to the applicable Exchange Date shall be payable to
Euroclear and CEDEL S.A. on such Interest Payment Date upon delivery by
Euroclear and CEDEL S.A. to the Trustee of a certificate or certificates in the
form set forth in Exhibit B-2 to this Indenture (or in such other form as may be
established pursuant to Section 301), for credit without further interest
thereon on or after such Interest Payment Date to the respective accounts of the
Persons who are the beneficial owners of such temporary global Security on such
Interest Payment Date and who have each delivered to Euroclear or CEDEL S.A., as
the case may be, a certificate dated no earlier than 15 days prior to the
Interest Payment Date occurring prior to such Exchange Date in the form set
forth in Exhibit B-1 to this Indenture (or in such other form as may be
established pursuant to Section 301). Notwithstanding anything to the contrary
herein contained, the certifications made pursuant to this paragraph shall
satisfy the certification requirements of the preceding two paragraphs of this
Section and of the third paragraph of Section 303 of this Indenture and the
interests of the Persons who are the beneficial owners of the temporary global
Security with respect to which such certification was made will be exchanged for
definitive Securities of the same series and of like tenor on the Exchange Date
or the date of certification if such date occurs after the Exchange Date,
without further act or deed by such beneficial owners. Except as otherwise
provided in this paragraph, no payments of principal (or premium, if any) or
interest, if any, owing with respect to a beneficial interest in a temporary
global Security will be made unless and until such interest in such temporary
global Security shall have been exchanged for an interest in a definitive
Security. Any interest so received by Euroclear and CEDEL S.A. and not paid as
herein provided shall be returned to the Trustee immediately prior to the
expiration of two years after such Interest Payment Date in order to be repaid
to the Company in accordance with Section 1003.

SECTION 305. Registration, Registration of Transfer and Exchange.

The Company shall cause to be kept at the Corporate Trust Office of
the Trustee a register for each series of Securities (the registers maintained
in the Corporate Trust Office of the Trustee and in any other office or agency
of the Company in a Place of Payment being herein sometimes collectively
referred to as the "Security Register") in which, subject to such reasonable
regulations as it may prescribe, the Company shall provide for the registration
of Registered Securities and of transfers of Registered Securities. The Security
Register shall be in written form or any other form capable of being converted
into written form within a reasonable time. At all reasonable times, the
Security Register shall be open to inspection by the Trustee. The Trustee is
hereby initially appointed as security registrar (the "Security Registrar") for
the purpose of registering Registered Securities and transfers of Registered
Securities as herein provided.

Upon surrender for registration of transfer of any Registered
Security of any series at the office or agency in a Place of Payment for that
series, the Company shall execute, and the Trustee shall authenticate and
deliver, in the name of the designated
<PAGE>

transferee, one or more new Registered Securities of the same series, of any
authorized denominations and of a like aggregate principal amount and tenor.

At the option of the Holder, Registered Securities of any series may
be exchanged for other Registered Securities of the same series, of any
authorized denomination and of a like aggregate principal amount, upon surrender
of the Registered Securities to be exchanged at such office or agency. Whenever
any Registered Securities are so surrendered for exchange, the Company shall
execute, and the Trustee shall authenticate and deliver, the Registered
Securities which the Holder making the exchange is entitled to receive. Unless
otherwise specified with respect to any series of Securities as contemplated by
Section 301, Bearer Securities may not be issued in exchange for Registered
Securities.

If (but only if) expressly permitted in or pursuant to the
applicable Board Resolution and (subject to Section 303) set forth in the
applicable Officers' Certificate, or in any indenture supplemental hereto,
delivered as contemplated by Section 301, at the option of the Holder, Bearer
Securities of any series may be exchanged for Registered Securities of the same
series of any authorized denomination and of a like aggregate principal amount
and tenor, upon surrender of the Bearer Securities to be exchanged at any such
office or agency, with all unmatured coupons and all matured coupons in default
thereto appertaining. If the Holder of a Bearer Security is unable to produce
any such unmatured coupon or coupons or matured coupon or coupons in default,
any such permitted exchange may be effected if the Bearer Securities are
accompanied by payment in funds acceptable to the Company in an amount equal to
the face amount of such missing coupon or coupons, or the surrender of such
missing coupon or coupons may be waived by the Company and the Trustee if there
is furnished to them such security or indemnity as they may require to save each
of them and any Paying Agent harmless. If thereafter the Holder of such Security
shall surrender to any Paying Agent any such missing coupon in respect of which
such a payment shall have been made, such Holder shall be entitled to receive
the amount of such payment; provided, however, that, except as otherwise
provided in Section 1002, interest represented by coupons shall be payable only
upon presentation and surrender of those coupons at an office or agency located
outside the United States. Notwithstanding the foregoing, in case a Bearer
Security of any series is surrendered at any such office or agency in a
permitted exchange for a Registered Security of the same series and like tenor
after the close of business at such office or agency on (i) any Regular Record
Date and before the opening of business at such office or agency on the relevant
Interest Payment Date, or (ii) any Special Record Date and before the opening of
business at such office or agency on the related proposed date for payment of
Defaulted Interest, such Bearer Security shall be surrendered without the coupon
relating to such Interest Payment Date or proposed date for payment, as the case
may be, and interest or Defaulted Interest, as the case may be, will not be
payable on such Interest Payment Date or proposed date for payment, as the case
may be, in respect of the Registered Security issued in exchange for such Bearer
Security, but will be payable only to the Holder of such coupon when due in
accordance with the provisions of this Indenture.
<PAGE>

Notwithstanding the foregoing, except as otherwise specified as
contemplated by Section 301, any permanent global Security shall be exchangeable
only as provided in this paragraph. If any beneficial owner of an interest in a
permanent global Security is entitled to exchange such interest for Securities
of such series and of like tenor and principal amount of another authorized form
and denomination, as specified as contemplated by Section 301 and provided that
any applicable notice provided in the permanent global Security shall have been
given, then without unnecessary delay but in any event not later than the
earliest date on which such interest may be so exchanged, the Company shall
deliver to the Trustee definitive Securities in aggregate principal amount equal
to the principal amount of such beneficial owner's interest in such permanent
global Security, executed by the Company. On or after the earliest date on which
such interests may be so exchanged, such permanent global Security shall be
surrendered by the Common Depositary or such other depositary as shall be
specified in the Company Order with respect thereto to the Trustee, as the
Company's agent for such purpose, to be exchanged, in whole or from time to time
in part, for definitive Securities without charge, and the Trustee shall
authenticate and deliver, in exchange for each portion of such permanent global
Security, an equal aggregate principal amount of definitive Securities of the
same series of authorized denominations and of like tenor as the portion of such
permanent global Security to be exchanged which, unless the Securities of the
series are not issuable both as Bearer Securities and as Registered Securities,
as specified as contemplated by Section 301, shall be in the form of Bearer
Securities or Registered Securities, or any combination thereof, as shall be
specified by the beneficial owner thereof; provided, however, that no such
exchanges may occur during a period beginning at the opening of business 15 days
before any selection of Securities to be redeemed and ending on the relevant
Redemption Date if the Security for which exchange is requested may be among
those selected for redemption; and provided further that no Bearer Security
delivered in exchange for a portion of a permanent global Security shall be
mailed or otherwise delivered to any location in the United States. If a
Registered Security is issued in exchange for any portion of a permanent global
Security after the close of business at the office or agency where such exchange
occurs on (i) any Regular Record Date and before the opening of business at such
office or agency on the relevant Interest Payment Date, or (ii) any Special
Record Date and before the opening of business at such office or agency on the
related proposed date for payment of Defaulted Interest, interest or Defaulted
Interest, as the case may be, will not be payable on such Interest Payment Date
or proposed date for payment, as the case may be, in respect of such Registered
Security, but will be payable on such Interest Payment Date or proposed date for
payment, as the case may be, only to the Person to whom interest in respect of
such portion of such permanent global Security is payable in accordance with the
provisions of this Indenture.
<PAGE>

All Securities issued upon any registration of transfer or exchange
of Securities shall be the valid obligations of the Company, evidencing the same
debt, and entitled to the same benefits under this Indenture, as the Securities
surrendered upon such registration of transfer or exchange.

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

No service charge shall be made for any registration of transfer or
exchange of Securities, but the Company may require payment of a sum sufficient
to cover any tax or other governmental charge that may be imposed in connection
with any registration of transfer or exchange of Securities, other than
exchanges pursuant to Section 304, 906, 1107 or 1405 not involving any transfer.

The Company shall not be required (i) to issue, register the
transfer of or exchange Securities of any series during a period beginning at
the opening of business 15 days before the day of the selection for redemption
of Securities of that series under Section 1103 or 1303 and ending at the close
of business on (A) if Securities of the series are issuable only as Registered
Securities, the day of the mailing of the relevant notice of redemption and (B)
if Securities of the series are issuable as Bearer Securities, the day of the
first publication of the relevant notice of redemption or, if Securities of the
series are also issuable as Registered Securities and there is no publication,
the mailing of the relevant notice of redemption, or (ii) to register the
transfer of or exchange any Registered Security so selected for redemption in
whole or in part, except the unredeemed portion of any Security being redeemed
in part, or (iii) to exchange any Bearer Security so selected for redemption
except that such a Bearer Security may be exchanged for a Registered Security of
that series and like tenor; provided that such Registered Security shall be
simultaneously surrendered for redemption, or (iv) to issue, register the
transfer of or exchange any Security which has been surrendered for repayment at
the option of the Holder, except the portion, if any, of such Security not to be
so repaid.

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

coupons, if any, appertaining to the surrendered Security, or, in case any such
mutilated Security or coupon has become or is about to become due and payable,
the Company in its discretion may, instead of issuing a new Security, with
coupons corresponding to the coupons, if any, appertaining to the surrendered
Security, pay such Security or coupon.

If there shall be delivered to the Company and to the Trustee (i)
evidence to their satisfaction of the destruction, loss or theft of any Security
or coupon and (ii) such security or indemnity as may be required by them to save
each of them and any agent of either of them harmless, then, in the absence of
notice to the Company or the Trustee that such Security or coupon has been
acquired by a bona fide purchaser, the Company shall execute and upon Company
Order the Trustee shall authenticate and deliver, in lieu of any such destroyed,
lost or stolen Security or in exchange for the Security for which a destroyed,
lost or stolen coupon appertains (with all appurtenant coupons not destroyed,
lost or stolen), a new Security of the same series and of like tenor and
principal amount and bearing a number not contemporaneously outstanding, with
coupons corresponding to the coupons, if any, appertaining to such destroyed,
lost or stolen Security or to the Security to which such destroyed, lost or
stolen coupon appertains.

Notwithstanding the provisions of the previous two paragraphs, in
case any such mutilated, destroyed, lost or stolen Security or coupon has become
or is about to become due and payable, the Company in its discretion may,
instead of issuing a new Security, with coupons corresponding to the coupons, if
any, appertaining to such mutilated, destroyed, lost or stolen Security or to
the Security to which such mutilated, destroyed, lost or stolen coupon
appertains, pay such Security or coupon; provided, however, that payment of
principal of (and premium, if any) and interest, if any, on Bearer Securities
shall, except as otherwise provided in Section 1002, be payable only at an
office or agency located outside the United States and, unless otherwise
specified as contemplated by Section 301, any interest on Bearer Securities
shall be payable only upon presentation and surrender of the coupons
appertaining thereto.

Upon the issuance of any new Security under this Section, the
Company may require the payment of a sum sufficient to cover any tax or other
governmental charge that may be imposed in relation thereto and any other
expenses (including the fees and expenses of the Trustee) connected therewith.

benefits of this Indenture equally and proportionately with any and all other
Securities of that series and their coupons, if any, duly issued hereunder.

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

SECTION 307. Payment of Interest; Interest Rights Preserved;
Optional Interest Reset.

(a) Unless otherwise provided as contemplated by Section 301 with
respect to any series of Securities, interest, if any, on any Registered
Security which is payable, and is punctually paid or duly provided for, on any
Interest Payment Date shall be paid to the Person in whose name such Security
(or one or more Predecessor Securities) is registered at the close of business
on the Regular Record Date for such interest at the office or agency of the
Company maintained for such purpose pursuant to Section 1002; provided, however,
that each installment of interest, if any, on any Registered Security may at the
Company's option be paid by (i) mailing a check for such interest, payable to or
upon the written order of the Person entitled thereto pursuant to Section 309,
to the address of such Person as it appears on the Security Register or (ii)
transfer to an account located in the United States maintained by the payee.

Unless otherwise provided as contemplated by Section 301, every
permanent global Security will provide that interest, if any, payable on any
Interest Payment Date will be paid to each of Euroclear and CEDEL S.A. with
respect to that portion of such permanent global Security held for its account
by the Common Depositary, for the purpose of permitting each of Euroclear and
CEDEL S.A. to credit the interest, if any, received by it in respect of such
permanent global Security to the accounts of the beneficial owners thereof.

(1) The Company may elect to make payment of any Defaulted Interest
to the Persons in whose names the Registered Securities of such series (or
their respective Predecessor Securities) are registered at the close of
business on a Special Record Date for the payment of such Defaulted
Interest, which shall be fixed in the following manner. The Company shall
notify the Trustee in writing of the amount of Defaulted Interest proposed
to be paid on each Registered Security of such series and the date of the
proposed payment, and at the same time the Company shall deposit with the
Trustee an amount of money in the Currency in which the Securities of such
series are payable (except as otherwise specified pursuant to Section 301
for the Securities of such series and except, if applicable, as provided
in Sections 312(b), 312(d) and 312(e)) equal to the aggregate amount
proposed to be paid in respect of such Defaulted Interest or shall make
arrangements satisfactory to the Trustee for such deposit on or prior to
the date of the proposed payment, such money when deposited to be held in
trust for the benefit of the Persons entitled to such Defaulted Interest
as in this clause provided. Thereupon the Trustee shall fix a Special
Record Date for the payment of such Defaulted Interest which shall be not
more than 15 days and not less than 10 days prior to the date of the
proposed payment and not less than 10 days after the receipt by the
Trustee of the notice of the proposed payment. The Trustee shall promptly
notify the Company of such Special Record Date and, in the name and at the
expense of the Company, shall cause notice of the proposed payment of such
Defaulted Interest and the Special Record Date therefor to be given in the
manner provided in Section 106, not less than 10 days prior to such
Special Record Date. Notice of the proposed payment of such Defaulted
Interest and the Special Record Date therefor having been so given, such
Defaulted Interest shall be paid to the Persons in whose name the
Registered Securities of such series (or their respective Predecessor
Securities) are registered at the close of business on such Special Record
Date and shall no longer be payable pursuant to the following clause (2).

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

(b) The provisions of this Section 307(b) may be made applicable to
any series of Securities pursuant to Section 301 (with such modifications,
additions or substitutions as may be specified pursuant to such Section 301).
The interest rate (or the spread or spread multiplier used to calculate such
interest rate, if applicable) on any Security of such series may be reset by the
Company on the date or dates specified on the face of such Security (each an
"Optional Reset Date"). The Company may exercise such option with respect to
such Security by notifying the Trustee of such exercise at least 50 but not more
<PAGE>

than 60 days prior to an Optional Reset Date for such Note, which such notice
shall contain such information as may be required by the Trustee to transmit the
Reset Notice as hereinafter defined). Not later than 40 days prior to each
Optional Reset Date, the Trustee shall transmit, in the manner provided for in
Section 106, to the Holder of any such Security a notice (the "Reset Notice")
indicating whether the Company has elected to reset the interest rate (or the
spread or spread multiplier used to calculate such interest rate, if
applicable), and if so (i) such new interest rate (or such new spread or spread
multiplier, if applicable) and (ii) the provisions, if any, for redemption
during the period from such Optional Reset Date to the next Optional Reset Date
or if there is no such next Optional Reset Date, to the Stated Maturity Date of
such Security (each such period a "Subsequent Interest Period"), including the
date or dates on which or the period or periods during which and the price or
prices at which such redemption may occur during the Subsequent Interest Period.

Notwithstanding the foregoing, not later than 20 days prior to the
Optional Reset Date, the Company may, at its option, revoke the interest rate
(or the spread or spread multiplier used to calculate such interest rate, if
applicable) provided for in the Reset Notice and establish an interest rate (or
a spread or spread multiplier used to calculate such interest rate, if
applicable) that is higher than the interest rate (or the spread or spread
multiplier, if applicable) provided for in the Reset Notice, for the Subsequent
Interest Period by causing the Trustee to transmit, in the manner provided for
in Section 106, notice of such higher interest rate (or such higher spread or
spread multiplier, if applicable) to the Holder of such Security. Such notice
shall be irrevocable. All Securities with respect to which the interest rate (or
the spread or spread multiplier used to calculate such interest rate, if
applicable) is reset on an Optional Reset Date, and with respect to which the
Holders of such Securities have not tendered such Securities for repayment (or
have validly revoked any such tender) pursuant to the next succeeding paragraph,
will bear such higher interest rate (or such higher spread or spread multiplier,
if applicable).

The Holder of any such Security will have the option to elect
repayment by the Company of the principal of such Security on each Optional
Reset Date at a price equal to the principal amount thereof plus interest
accrued to such Optional Reset Date. In order to obtain repayment on an Optional
Reset Date, the Holder must follow the procedures set forth in Article Fourteen
for repayment at the option of Holders except that the period for delivery or
notification to the Trustee shall be at least 25 but not more than 35 days prior
to such Optional Reset Date and except that, if the Holder has tendered any
Security for repayment pursuant to the Reset Notice, the Holder may, by written
notice to the Trustee, revoke such tender or repayment until the close of
business on the tenth day before such Optional Reset Date.

Subject to the foregoing provisions of this Section and Section 305,
each Security delivered under this Indenture upon registration of transfer of or
in exchange for or
<PAGE>

in lieu of any other Security shall carry the rights to interest accrued and
unpaid, and to accrue, which were carried by such other Security.

SECTION 308. Optional Extension of Stated Maturity.

The provisions of this Section 308 may be made applicable to any
series of Securities pursuant to Section 301 (with such modifications, additions
or substitutions as may be specified pursuant to such Section 301). The Stated
Maturity of any Security of such series may be extended at the option of the
Company for the period or periods specified on the face of such Security (each
an "Extension Period") up to but not beyond the date (the "Final Maturity") set
forth on the face of such Security. The Company may exercise such option with
respect to any Security by notifying the Trustee of such exercise at least 50
but not more than 60 days prior to the Stated Maturity of such Security in
effect prior to the exercise of such option (the "Original Stated Maturity"). If
the Company exercises such option, the Trustee shall transmit, in the manner
provided for in Section 106, to the Holder of such Security not later than 40
days prior to the Original Stated Maturity a notice (the "Extension Notice")
indicating (i) the election of the Company to extend the Stated Maturity, (ii)
the new Stated Maturity, (iii) the interest rate, if any, applicable to the
Extension Period and (iv) the provisions, if any, for redemption during such
Extension Period. Upon the Trustee's transmittal of the Extension Notice, the
Stated Maturity of such Security shall be extended automatically and, except as
modified by the Extension Notice and as described in the next paragraph, such
Security will have the same terms as prior to the transmittal of such Extension
Notice.

If the Company extends the Maturity of any Security, the Holder will
have the option to elect repayment of such Security by the Company on the
Original Stated Maturity at a price equal to the principal amount thereof, plus
interest accrued to such date. In order to obtain repayment on the Original
Stated Maturity once the Company has extended the Maturity thereof, the Holder
must follow the procedures set forth in Article Fourteen for repayment at the
option of Holders, except that the period for delivery or notification to the
Trustee shall be at least 25 but not more than 35 days prior to the Original
Stated Maturity and except that, if the Holder has tendered any Security for
repayment pursuant to an Extension Notice, the Holder may by written notice to
the Trustee revoke such tender for repayment until the close of business on the
tenth day before the Original Stated Maturity.
<PAGE>

SECTION 309. Persons Deemed Owners.

Prior to due presentment of a Registered Security for registration
of transfer, the Company, the Trustee and any agent of the Company or the
Trustee may treat the Person in whose name such Registered Security is
registered as the owner of such Registered Security for the purpose of receiving
payment of principal of (and premium, if any) and (subject to Sections 305 and
307) interest, if any, on such Security and for all other purposes whatsoever,
whether or not such Security be overdue, and none of the Company, the Trustee or
any agent of the Company or the Trustee shall be affected by notice to the
contrary.

Title to any Bearer Security and any coupons appertaining thereto
shall pass by delivery. The Company, the Trustee and any agent of the Company or
the Trustee may treat the bearer of any Bearer Security and the bearer of any
coupon as the absolute owner of such Security or coupon for the purpose of
receiving payment thereof or on account thereof and for all other purposes
whatsoever, whether or not such Security or coupons be overdue, and none of the
Company, the Trustee or any agent of the Company or the Trustee shall be
affected by notice to the contrary.

None of the Company, the Trustee, any Paying Agent or the Security
Registrar will have any responsibility or liability for any aspect of the
records relating to or payments made on account of beneficial ownership
interests of a Security in global form or for maintaining, supervising or
reviewing any records relating to such beneficial ownership interests.

Notwithstanding the foregoing, with respect to any global Security,
nothing herein shall prevent the Company, the Trustee, or any agent of the
Company or the Trustee, from giving effect to any written certification, proxy
or other authorization furnished by any depositary, as a Holder, with respect to
such global Security or impair, as between such depositary and owners of
beneficial interests in such global Security, the operation of customary
practices governing the exercise of the rights of such depositary (or its
nominee) as Holder of such global Security.

SECTION 310. Cancellation.

authenticated hereunder which the Company has not issued and sold, and all
Securities so delivered shall be promptly cancelled by the Trustee. If the
Company shall so acquire any of the Securities, however, such acquisition shall
not operate as a redemption or satisfaction of the indebtedness represented by
such Securities unless and until the same are surrendered to the Trustee for
cancellation. No Securities shall be authenticated in lieu of or in exchange for
any Securities cancelled as provided in this Section, except as expressly
permitted by this Indenture. All cancelled Securities held by the Trustee shall
be disposed of by the Trustee in accordance with its customary procedures,
unless by Company Order the Company shall direct that cancelled Securities be
returned to it.

SECTION 311. Computation of Interest.

SECTION 312. Currency and Manner of Payments in Respect of
Securities.

(a) With respect to Registered Securities of any series not
permitting the election provided for in paragraph (b) below or the Holders of
which have not made the election provided for in paragraph (b) below, and with
respect to Bearer Securities of any series, except as provided in paragraph (d)
below, payment of the principal of (and premium, if any) and interest, if any,
on any Registered or Bearer Security of such series will be made in the Currency
in which such Registered Security or Bearer Security, as the case may be, is
payable. The provisions of this Section 312 may be modified or superseded with
respect to any Securities pursuant to Section 301.

been given by the Company or a notice of option to elect repayment has been sent
by such Holder or such transferee). Any Holder of any such Registered Security
who shall not have delivered any such election to the Trustee not later than the
close of business on the applicable Election Date will be paid the amount due on
the applicable payment date in the relevant Currency as provided in Section
312(a). The Trustee shall notify the Exchange Rate Agent as soon as practicable
after the Election Date of the aggregate principal amount of Registered
Securities for which Holders have made such written election.

(c) Unless otherwise specified pursuant to Section 301, if the
election referred to in paragraph (b) above has been provided for pursuant to
Section 301, then, unless otherwise specified pursuant to Section 301, not later
than the fourth Business Day after the Election Date for each payment date for
Registered Securities of any series, the Exchange Rate Agent will deliver to the
Company a written notice specifying, in the Currency in which Registered
Securities of such series are payable, the respective aggregate amounts of
principal of (and premium, if any) and interest, if any, on the Registered
Securities to be paid on such payment date, specifying the amounts in such
Currency so payable in respect of the Registered Securities as to which the
Holders of Registered Securities of such series shall have elected to be paid in
another Currency as provided in paragraph (b) above. If the election referred to
in paragraph (b) above has been provided for pursuant to Section 301 and if at
least one Holder has made such election, then, unless otherwise specified
pursuant to Section 301, on the second Business Day preceding such payment date
the Company will deliver to the Trustee for such series of Registered Securities
an Exchange Rate Officers' Certificate in respect of the Dollar or Foreign
Currency payments to be made on such payment date. Unless otherwise specified
pursuant to Section 301, the Dollar or Foreign Currency amount receivable by
Holders of Registered Securities who have elected payment in a Currency as
provided in paragraph (b) above shall be determined by the Company on the basis
of the applicable Market Exchange Rate in effect on the third Business Day (the
"Valuation Date") immediately preceding each payment date, and such
determination shall be conclusive and binding for all purposes, absent manifest
error.

(d) If a Conversion Event occurs with respect to a Foreign Currency
in which any of the Securities are denominated or payable other than pursuant to
an election provided for pursuant to paragraph (b) above, then with respect to
each date for the payment of principal of (and premium, if any) and interest, if
any, on the applicable Securities denominated or payable in such Foreign
Currency occurring after the last date on which such Foreign Currency was used
(the "Conversion Date"), the Dollar shall be the Currency of payment for use on
each such payment date. Unless otherwise specified pursuant to Section 301, the
Dollar amount to be paid by the Company to the Trustee and by the Trustee or any
Paying Agent to the Holders of such Securities with respect to such payment date
shall be, in the case of a Foreign Currency other than a currency unit, the
Dollar Equivalent of the Foreign Currency or, in the case of a currency unit,
the Dollar Equivalent of the
<PAGE>

Currency Unit, in each case as determined by the Exchange Rate Agent in the
manner provided in paragraph (f) or (g) below.

(g) The "Dollar Equivalent of the Currency Unit" shall be determined
by the Exchange Rate Agent and subject to the provisions of paragraph (h) below
shall be the sum of each amount obtained by converting the Specified Amount of
each Component Currency into Dollars at the Market Exchange Rate for such
Component Currency on the Valuation Date with respect to each payment.

(h) For purposes of this Section 312 the following terms shall have
the following meanings:

A "Component Currency" shall mean any Currency which, on the
Conversion Date, was a component currency of the relevant currency unit,
including, but not limited to, the ECU.

A "Specified Amount" of a Component Currency shall mean the number
of units of such Component Currency or fractions thereof which were
represented in the relevant currency unit, including, but not limited to,
the ECU, on the Conversion Date. If after the Conversion Date the official
unit of any Component Currency is altered by way of combination or
subdivision, the Specified Amount of such Component Currency shall be
divided or multiplied in the same proportion. If after the Conversion Date
two or more Component Currencies are consolidated into a single currency,
the respective Specified Amounts of such Component Currencies shall be
replaced by an amount in such single Currency equal to the sum of the
respective Specified Amounts of such consolidated Component Currencies
expressed in such single Currency, and such amount shall thereafter be a
Specified Amount and such single Currency shall thereafter be a Component
Currency. If after the Conversion Date any Component Currency shall be
divided into two or more
<PAGE>

currencies, the Specified Amount of such Component Currency shall be
replaced by amounts of such two or more currencies, having an aggregate
Dollar Equivalent value at the Market Exchange Rate on the date of such
replacement equal to the Dollar Equivalent value of the Specified Amount
of such former Component Currency at the Market Exchange Rate immediately
before such division and such amounts shall thereafter be Specified
Amounts and such currencies shall thereafter be Component Currencies. If,
after the Conversion Date of the relevant currency unit, including, but
not limited to, the ECU, a Conversion Event (other than any event referred
to above in this definition of "Specified Amount") occurs with respect to
any Component Currency of such currency unit and is continuing on the
applicable Valuation Date, the Specified Amount of such Component Currency
shall, for purposes of calculating the Dollar Equivalent of the Currency
Unit, be converted into Dollars at the Market Exchange Rate in effect on
the Conversion Date of such Component Currency.

"Election Date" shall mean the date for any series of Registered
Securities as specified pursuant to clause (11) of Section 301 by which
the written election referred to in paragraph (b) above may be made.

In the event that the Company determines in good faith that a
Conversion Event has occurred with respect to a Foreign Currency, the Company
will immediately give written notice thereof to the Trustee and to the Exchange
Rate Agent (and the Trustee will promptly thereafter give notice in the manner
provided for in Section 106 to the affected Holders) specifying the Conversion
Date. In the event the Company so determines that a Conversion Event has
occurred with respect to the ECU or any other currency unit in which Securities
are denominated or payable, the Company will immediately give written notice
thereof to the Trustee and to the Exchange Rate Agent (and the Trustee will
promptly thereafter give notice in the manner provided for in Section 106 to the
affected Holders) specifying the Conversion Date and the Specified Amount of
each Component Currency on the Conversion Date. In the event the Company
determines in good faith that any subsequent change in any Component Currency as
set forth in the definition of Specified Amount above has occurred, the Company
will similarly give written notice to the Trustee and the Exchange Rate Agent.
<PAGE>

SECTION 313. Appointment and Resignation of Successor Exchange Rate
Agent.

(a) Unless otherwise specified pursuant to Section 301, if and so
long as the Securities of any series (i) are denominated in a Currency other
than Dollars or (ii) may be payable in a Currency other than Dollars, or so long
as it is required under any other provision of this Indenture, then the Company
will maintain with respect to each such series of Securities, or as so required,
at least one Exchange Rate Agent. The Company will cause the Exchange Rate Agent
to make the necessary foreign exchange determinations at the time and in the
manner specified pursuant to Section 301 for the purpose of determining the
applicable rate of exchange and, if applicable, for the purpose of converting
the issued Currency into the applicable payment Currency for the payment of
principal (and premium, if any) and interest, if any, pursuant to Section 312.

(b) No resignation of the Exchange Rate Agent and no appointment of
a successor Exchange Rate Agent pursuant to this Section shall become effective
until the acceptance of appointment by the successor Exchange Rate Agent as
evidenced by a written instrument delivered to the Company and the Trustee.

(c) If the Exchange Rate Agent shall resign, be removed or become
incapable of acting, or if a vacancy shall occur in the office of the Exchange
Rate Agent for any cause with respect to the Securities of one or more series,
the Company, by or pursuant to a Board Resolution, shall promptly appoint a
successor Exchange Rate Agent or Exchange Rate Agents with respect to the
Securities of that or those series (it being understood that any such successor
Exchange Rate Agent may be appointed with respect to the Securities of one or
more or all of such series and that, unless otherwise specified pursuant to
Section 301, at any time there shall only be one Exchange Rate Agent with
respect to the Securities of any particular series that are originally issued by
the Company on the same date and that are initially denominated and/or payable
in the same Currency).
<PAGE>

ARTICLE FOUR

SATISFACTION AND DISCHARGE

SECTION 401. Satisfaction and Discharge of Indenture.

This Indenture shall upon Company Request cease to be of further
effect with respect to any series of Securities specified in such Company
Request (except as to any surviving rights of registration of transfer or
exchange of Securities of such series expressly provided for herein or pursuant
hereto) and the Trustee, at the expense of the Company, shall execute proper
instruments acknowledging satisfaction and discharge of this Indenture as to
such series when

(1) either

(A) all Securities of such series theretofore authenticated
and delivered and all coupons, if any, appertaining thereto (other
than (i) coupons appertaining to Bearer Securities surrendered for
exchange for Registered Securities and maturing after such exchange,
whose surrender is not required or has been waived as provided in
Section 305, (ii) Securities and coupons of such series which have
been destroyed, lost or stolen and which have been replaced or paid
as provided in Section 306, (iii) coupons appertaining to Securities
called for redemption and maturing after the relevant Redemption
Date, whose surrender has been waived as provided in Section 1106,
and (iv) Securities and coupons of such series for whose payment
money has theretofore been deposited in trust with the Trustee or
any Paying Agent or segregated and held in trust by the Company and
thereafter repaid to the Company, as provided in Section 1003) have
been delivered to the Trustee for cancellation; or

(B) all Securities of such series and, in the case of (i) or
(ii) below, any coupons appertaining thereto not theretofore
delivered to the Trustee for cancellation

(i) have become due and payable, or

(ii) will become due and payable at their Stated
Maturity within one year, or

(iii) if redeemable at the option of the Company, are to
be called for redemption within one year under arrangements
satisfactory
<PAGE>

to the Trustee for the giving of notice of redemption by the
Trustee in the name, and at the expense, of the Company,

and the Company, in the case of (i), (ii) or (iii) above, has
irrevocably deposited or caused to be deposited with the Trustee as
trust funds in trust for such purpose an amount in the Currency in
which the Securities of such series are payable, sufficient to pay
and discharge the entire indebtedness on such Securities not
theretofore delivered to the Trustee for cancellation, for principal
(and premium, if any) and interest, if any, to the date of such
deposit (in the case of Securities which have become due and
payable) or to the Stated Maturity or Redemption Date, as the case
may be;

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

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

Notwithstanding the satisfaction and discharge of this Indenture,
the obligations of the Company to the Trustee under Section 606, the obligations
of the Trustee to any Authenticating Agent under Section 611 and, if money shall
have been deposited with the Trustee pursuant to subclause (B) of clause (1) of
this Section, the obligations of the Trustee under Section 402 and the last
paragraph of Section 1003 shall survive.

SECTION 402. Application of Trust Money.

ARTICLE FIVE

REMEDIES

SECTION 501. Events of Default.

"Event of Default", wherever used herein with respect to Securities
of any series, means any one of the following events:

(1) default in the payment of any interest on any Security of that
series, or any related coupon, when such interest or coupon becomes due
and payable, and continuance of such default for a period of 30 days,
whether or not such payment shall be prohibited by the provisions of
Article Twelve hereof; or

(2) default in the payment of the principal of (or premium, if any,
on) any Security of that series at its Maturity, upon acceleration,
redemption or otherwise, whether or not such payment shall be prohibited
by the provisions of Article Twelve hereof; or

(3) default in the deposit of any sinking fund payment, when and as
due by the terms of the Securities of that series and Article Thirteen; or

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

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

any such Indebtedness in default for failure to pay principal at maturity
or the maturity of which has been so accelerated, aggregates $10,000,000
or more; or

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

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

(i) commences a voluntary case or proceeding,

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

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

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

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

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

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

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

(iii) orders the liquidation of the Company;

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

(9) any other Event of Default provided with respect to Securities
of that series.
<PAGE>

A Default under Section 501(4) is not an Event of Default with
respect to a series until the Trustee notifies the Company in writing, or the
Holders of at least 25% in principal amount of all Outstanding Securities of
such series notify the Company and the Trustee in writing, of the Default, and
the Company does not cure the Default within 60 days (30 days in the case of a
Default under Section 801 or 1004) after receipt of the notice. The notice must
specify the Default, demand that it be remedied and state that the notice is a
"Notice of Default." Such notice to the Company shall be given by the Trustee if
so requested in writing by the Holders of 25% of the principal amount of all the
Outstanding Securities of such series.

SECTION 502. Acceleration of Maturity; Rescission and Annulment.

If an Event of Default (other than an Event of Default specified in
Section 501(7) or 501(8)) with respect to the Securities of any series at the
time Outstanding occurs and is continuing, then in every such case the Trustee
or the Holders of at least 25% in principal amount of the Outstanding Securities
of such series, by written notice to the Company and the agents, if any, under
the Bank Credit Agreement (and to the Trustee if such notice is given by such
Holders), may, and the Trustee at the written request of such Holders shall,
declare all unpaid principal of (or, if the Securities of such series are
Original Issue Discount Securities or Indexed Securities, such portion of the
principal amount as may be specified in the terms of that series), premium, if
any, and accrued interest on all the Outstanding Securities of such series to be
due and payable, as specified below. Upon a declaration of acceleration with
respect to Securities of any series (or of all series, as the case may be), such
principal and accrued interest shall be due and payable upon the first to occur
of an acceleration under the Bank Credit Agreement or 10 days after receipt by
the Company and the agents, if any, under the Bank Credit Agreement of such
written notice given hereunder. If an Event of Default specified in Section
501(7) or 501(8) with respect to the Company occurs, the amounts described above
shall ipso facto become and be immediately due and payable without any
declaration or other act on the part of the Trustee or any Holder. Upon payment
of such principal and interest, all of the Company's obligations under the
Securities of such Series and this Indenture, other than obligations under
Section 606, shall terminate.

Notwithstanding the preceding paragraph, in the event of a
declaration of acceleration in respect of the Securities of any series because
an Event of Default specified in Section 501(5) shall have occurred and be
continuing, such declaration of acceleration shall be automatically annulled if
the Indebtedness that is the subject of such Event of Default has been
discharged or the holders thereof have rescinded their declaration of
acceleration in respect of such Indebtedness, and written notice of such
discharge or rescission, as the case may be, shall have been given to the
Trustee by the Company and countersigned by the holders of such Indebtedness or
a trustee, fiduciary or agent for such holders, within 30 days after such
declaration of acceleration in respect of the Securities of such series, and no
other Event of Default has occurred during such 30-day period which has not been
cured or waived during such period.

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

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

The Company covenants that if

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

(2) default is made in the payment of the principal of (or premium,
if any, on) any Security at the Maturity thereof,

then the Company will, upon demand of the Trustee, pay to the Trustee for the
benefit of the Holders of such Securities and coupons, the whole amount then due
and payable on such Securities and coupons for principal (and premium, if any)
and interest, if any, and interest on any overdue principal (and premium, if
any) and on any overdue interest, at the rate or rates prescribed therefor in
such Securities, and, in addition thereto, such further amount as shall be
sufficient to cover the costs and expenses of collection, including the
reasonable compensation, expenses, disbursements and advances of the Trustee,
its agents and counsel.

final decree and may enforce the same against the Company or any other obligor
upon such Securities and collect the moneys adjudged or decreed to be payable in
the manner provided by law out of the property of the Company or any other
obligor upon such Securities, wherever situated.

If an Event of Default with respect to Securities of any series (or
of all series, as the case may be) occurs and is continuing, the Trustee may in
its discretion proceed to protect and enforce its rights and the rights of the
Holders of Securities of such series (or of all series, as the case may be) by
such appropriate judicial proceedings as the Trustee shall deem most effectual
to protect and enforce any such rights.

SECTION 504. Trustee May File Proofs of Claim.

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

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

(ii) to collect and receive any moneys or other property payable or
deliverable on any such claims and to distribute the same;

and any custodian, receiver, assignee, trustee, liquidator, sequestrator or
other similar official in any such judicial proceeding is hereby authorized by
each Holder to make such payments to the Trustee and, in the event that the
Trustee shall consent to the making of such payments directly to the Holders, to
pay to the Trustee any amount due it for the reasonable compensation, expenses,
disbursements and advances of the Trustee, its agents and counsel, and any other
amounts due the Trustee under Section 606.
<PAGE>

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

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

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

SECTION 506. Application of Money Collected.

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

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

Third: The balance, if any, to the Company.
<PAGE>

SECTION 507. Limitation on Suits.

(1) such Holder has previously given written notice to the Trustee
of a continuing Event of Default with respect to the Securities of that
series;

(2) the Holders of not less than 25% in principal amount of the
Outstanding Securities of that series in the case of any Event of Default
described in clause (1), (2), (3), (4), (5), (6) or (9) of Section 501,
or, in the case of any Event of Default described in clause (7) or (8) of
Section 501, the Holders of not less than 25% in principal amount of all
Outstanding Securities, shall have made written request to the Trustee to
institute proceedings in respect of such Event of Default in its own name
as Trustee hereunder;

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

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

(5) no direction inconsistent with such written request has been
given to the Trustee during such 60-day period by the Holders of a
majority or more in principal amount of the Outstanding Securities of that
series in the case of any Event of Default described in clause (1), (2),
(3), (4), (5), (6) or (9) of Section 501, or, in the case of any Event of
Default described in clause (7) or (8) of Section 501, by the Holders of a
majority or more in principal amount of all Outstanding Securities;

SECTION 508. Unconditional Right of Holders to Receive Principal,
Premium and Interest.

Notwithstanding any other provision in this Indenture, the Holder of
any Security shall have the right, which is absolute and unconditional, to
receive payment of the principal of (and premium, if any) and (subject to
Section 307) interest, if any, on, such Security or payment of such coupon on
the respective Stated Maturities expressed in such Security or coupon (or, in
the case of redemption, on the Redemption Date) and to institute suit for the
enforcement of any such payment, and such rights shall not be impaired without
the consent of such Holder.

SECTION 509. Restoration of Rights and Remedies.

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

SECTION 510. Rights and Remedies Cumulative.

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

SECTION 511. Delay or Omission Not Waiver.

<PAGE>

SECTION 512. Control by Holders.

With respect to the Securities of any series, the Holders of not
less than a majority in principal amount of the Outstanding Securities of such
series shall have the right to direct the time, method and place of conducting
any proceeding for any remedy available to the Trustee, or exercising any trust
or power conferred on the Trustee, provided that in each case

(1) such direction shall not be in conflict with any rule of law or
with this Indenture,

(2) the Trustee may take any other action deemed proper by the
Trustee which is not inconsistent with such direction, and

(3) the Trustee need not take any action which might involve it in
personal liability or be unjustly prejudicial to the Holders of Securities
of such series not consenting.

SECTION 513. Waiver of Past Defaults.

Subject to Section 502, the Holders of not less than a majority in
principal amount of the Outstanding Securities of any series may on behalf of
the Holders of all the Securities of such series waive any past default
described in clause (1), (2), (3), (4), (5), (6) or (9) of Section 501 (or, in
the case of a default described in clause (7) or (8) of Section 501, the Holders
of not less than a majority in principal amount of all Outstanding Securities
may waive any such past default), and its consequences, except a default

(1) in respect of the payment of the principal of (or premium, if
any) or interest, if any, on any Security or any related coupon, or

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

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

SECTION 514. Undertaking for Costs.

All parties to this Indenture agree, and each Holder of Securities
of any series by his acceptance thereof shall be deemed to have agreed, that any
court may in its discretion require, in any suit for the enforcement of any
right or remedy under this Indenture, or in any suit against the Trustee for any
action taken, suffered or omitted by it as Trustee, the filing by any party
litigant in such suit of an undertaking to pay the costs of such suit, and that
such court may in its discretion assess reasonable costs, including reasonable
attorneys' fees, against any party litigant in such suit, having due regard to
the merits and good faith of the claims or defenses made by such party litigant;
but the provisions of this Section shall not apply to any suit instituted by the
Trustee, to any suit instituted by any Holder, or group of Holders, holding in
the aggregate more than 10% in principal amount of the Outstanding Securities of
any series, or to any suit instituted by any Holder for the enforcement of the
payment of the principal of (or premium, if any) or interest on Securities of
any series on or after the respective Stated Maturities expressed in such
Security (or, in the case of redemption, on or after the Redemption Date);
provided that neither this Section 514 nor the Trust Indenture Act shall be
deemed to authorize any court to require such an undertaking or to make such an
assessment in any suit instituted by the Company.

SECTION 515. Waiver of Stay or Extension Laws.

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

ARTICLE SIX

THE TRUSTEE

SECTION 601. Notice of Defaults.

Within 90 days after the occurrence of any Default hereunder with
respect to the Securities of any series, the Trustee shall transmit in the
manner and to the extent provided in TIA Section 313(c), notice of such default
hereunder known to the Trustee, unless such Default shall have been cured or
waived; provided, however, that, except in the case of a Default in the payment
of the principal of (or premium, if any) or interest, if any,
<PAGE>
63

on any Security of such series or in the payment of any sinking fund installment
with respect to Securities of such series, the Trustee shall be protected in
withholding such notice if and so long as the board of directors, the executive
committee or a trust committee of directors and/or Responsible Officers of the
Trustee in good faith determine that the withholding of such notice is in the
interest of the Holders of Securities of such series and any related coupons;
and provided further that in the case of any Default of the character specified
in Section 501(4) with respect to Securities of such series, no such notice to
Holders shall be given until at least 30 days after the occurrence thereof.

SECTION 602. Certain Rights of Trustee.

Subject to the provisions of TIA Sections 315(a) through 315(d):

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

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

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

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

(6) the Trustee shall not be bound to make any investigation into
the facts or matters stated in any resolution, certificate, statement,
instrument, opinion, report, notice, request, direction, consent, order,
bond, debenture, note, other evidence of indebtedness or other paper or
document, but the Trustee, in its discretion, may make such further
inquiry or investigation into such facts or matters as it may see fit,
and, if the Trustee shall determine to make such further inquiry or
investigation, it shall be entitled to examine the books, records and
premises of the Company, personally or by agent or attorney;

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

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

The Trustee shall not be required to expend or risk its own funds or
otherwise incur any financial liability in the performance of any of its duties
hereunder, or in the exercise of any of its rights or powers if it shall have
reasonable grounds for believing that repayment of such funds or adequate
indemnity against such risk or liability is not reasonably assured to it.

SECTION 603. Trustee Not Responsible for Recitals or Issuance of
Securities.

The recitals contained herein and in the Securities, except for the
Trustee's certificates of authentication, and in any coupons shall be taken as
the statements of the Company, and neither the Trustee nor any Authenticating
Agent assumes any responsibility for their correctness. The Trustee makes no
representations as to the validity or sufficiency of this Indenture or of the
Securities or coupons, except that the Trustee represents that it is duly
authorized to execute and deliver this Indenture, authenticate the Securities
and perform its obligations hereunder and that the statements made by it in a
Statement of Eligibility on Form T-1 supplied to the Company are true and
accurate, subject to the qualifications set forth therein. Neither the Trustee
nor any Authenticating Agent shall be accountable for the use or application by
the Company of Securities or the proceeds thereof.
<PAGE>

SECTION 604. May Hold Securities.

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

SECTION 605. Money Held in Trust.

SECTION 606. Compensation and Reimbursement.

The Company agrees:

(2) except as otherwise expressly provided herein, to reimburse the
Trustee upon its request for all reasonable expenses, disbursements and
advances incurred or made by the Trustee in accordance with any provision
of this Indenture (including the reasonable compensation and the expenses
and disbursements of its agents and counsel), except any such expense,
disbursement or advance as may be attributable to its negligence or bad
faith; and

(3) to indemnify the Trustee for, and to hold it harmless against,
any loss, liability or expense incurred without negligence or bad faith on
its part, arising out of or in connection with the acceptance or
administration of the trust or trusts hereunder, including the costs and
expenses of defending itself against any claim or liability in connection
with the exercise or performance of any of its powers or duties hereunder.

The obligations of the Company under this Section to compensate the
Trustee, to pay or reimburse the Trustee for expenses, disbursements and
advances and to indemnify and hold harmless the Trustee shall constitute
additional indebtedness hereunder and shall survive the satisfaction and
discharge of this Indenture. As security for the performance of
<PAGE>

such obligations of the Company, the Trustee shall have a lien prior to the
Securities upon all property and funds held or collected by the Trustee as such,
except funds held in trust for the payment of principal of (or premium, if any)
or interest, if any, on particular Securities or any coupons.

When the Trustee incurs expenses or renders services in connection
with an Event of Default specified in Section 501(5) or (6), the expenses
(including reasonable charges and expenses of its counsel) of and the
compensation for such services are intended to constitute expenses of
administration under any applicable Federal or state bankruptcy, insolvency or
other similar law.

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

SECTION 607. Corporate Trustee Required; Eligibility; Conflicting
Interests.

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

(b) The following indentures of the Company shall be deemed to be
specifically described herein for the purposes of clause (i) of the first
proviso contained in TIA Section 310(b): (i) the indenture, dated as of April 1,
1992, for the Company's 10-3/4% Senior Subordinated Debentures due 2004, (ii)
the indenture, dated as of February 15, 1993, for the Company's 9-7/8% Senior
Subordinated Debentures due 2013, (iii) the indenture, dated as of April 1,
1993, for the Company's 9-7/8% Senior Subordinated Debentures due 2023 and (iv)
the indenture dated as of September 26, 1995, for the Company's 11 3/4% Senior
Subordinated Debentures due 2007.

SECTION 608. Resignation and Removal; Appointment of Successor.

(a) No resignation or removal of the Trustee and no appointment of a
successor Trustee pursuant to this Article shall become effective until the
acceptance of appointment by the successor Trustee in accordance with the
applicable requirements of Section 609.
<PAGE>

(b) The Trustee may resign at any time with respect to the
Securities of one or more series by giving written notice thereof to the
Company. If the instrument of acceptance by a successor Trustee required by
Section 609 shall not have been delivered to the Trustee within 30 days after
the giving of such notice of resignation, the resigning Trustee may petition any
court of competent jurisdiction for the appointment of a successor Trustee with
respect to the Securities of such series.

(d) If at any time:

(2) the Trustee shall cease to be eligible under Section 607(a) and
shall fail to resign after written request therefor by the Company or by
any Holder who has been a bona fide Holder of a Security for at least six
months, or

then, in any such case, (i) the Company, by a Board Resolution, may remove the
Trustee with respect to all Securities, or (ii) subject to TIA Section 315(e),
any Holder who has been a bona fide Holder of a Security for at least six months
may, on behalf of himself and all others similarly situated, petition any court
of competent jurisdiction for the removal of the Trustee with respect to all
Securities and the appointment of a successor Trustee or Trustees.

Company and the retiring Trustee, the successor Trustee so appointed shall,
forthwith upon its acceptance of such appointment, become the successor Trustee
with respect to the Securities of such series and to that extent supersede the
successor Trustee appointed by the Company. If no successor Trustee with respect
to the Securities of any series shall have been so appointed by the Company or
the Holders and accepted appointment in the manner hereinafter provided, any
Holder who has been a bona fide Holder of a Security of such series for at least
six months may, on behalf of himself and all others similarly situated, petition
any court of competent jurisdiction for the appointment of a successor Trustee
with respect to the Securities of such series.

SECTION 609. Acceptance of Appointment by Successor.

(a) In case of the appointment hereunder of a successor Trustee with
respect to all Securities, every such successor Trustee so appointed shall
execute, acknowledge and deliver to the Company and to the retiring Trustee an
instrument accepting such appointment, and thereupon the resignation or removal
of the retiring Trustee shall become effective and such successor Trustee,
without any further act, deed or conveyance, shall become vested with all the
rights, powers, trusts and duties of the retiring Trustee; but, on the request
of the Company or the successor Trustee, such retiring Trustee shall, upon
payment of its charges, execute and deliver an instrument transferring to such
successor Trustee all the rights, powers and trusts of the retiring Trustee and
shall duly assign, transfer and deliver to such successor Trustee all property
and money held by such retiring Trustee hereunder.

is not retiring shall continue to be vested in the retiring Trustee, and (3)
shall add to or change any of the provisions of this Indenture as shall be
necessary to provide for or facilitate the administration of the trusts
hereunder by more than one Trustee, it being understood that nothing herein or
in such supplemental indenture shall constitute such Trustees co-trustees of the
same trust and that each such Trustee shall be trustee of a trust or trusts
hereunder separate and apart from any trust or trusts hereunder administered by
any other such Trustee; and upon the execution and delivery of such supplemental
indenture the resignation or removal of the retiring Trustee shall become
effective to the extent provided therein and each such successor Trustee,
without any further act, deed or conveyance, shall become vested with all the
rights, powers, trusts and duties of the retiring Trustee with respect to the
Securities of that or those series to which the appointment of such successor
Trustee relates; but, on request of the Company or any successor Trustee, such
retiring Trustee shall duly assign, transfer and deliver to such successor
Trustee all property and money held by such retiring Trustee hereunder with
respect to the Securities of that or those series to which the appointment of
such successor Trustee relates. Whenever there is a successor Trustee with
respect to one or more (but less than all) series of securities issued pursuant
to this Indenture, the terms "Indenture" and "Securities" shall have the
meanings specified in the provisos to the respective definitions of those terms
in Section 101 which contemplate such situation.

(c) Upon request of any such successor Trustee, the Company shall
execute any and all instruments for more fully and certainly vesting in and
confirming to such successor Trustee all rights, powers and trusts referred to
in paragraph (a) or (b) of this Section, as the case may be.

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

SECTION 610. Merger, Conversion, Consolidation or Succession to
Business.

predecessor Trustee, any successor Trustee may authenticate such Securities
either in the name of any predecessor hereunder or in the name of the successor
Trustee. In all such cases such certificates shall have the full force and
effect which this Indenture provides for the certificate of authentication of
the Trustee; provided, however, that the right to adopt the certificate of
authentication of any predecessor Trustee or to authenticate Securities in the
name of any predecessor Trustee shall apply only to its successor or successors
by merger, conversion or consolidation.

SECTION 611. Appointment of Authenticating Agent.

At any time when any of the Securities remain Outstanding, the
Trustee may appoint an Authenticating Agent or Agents with respect to one or
more series of Securities which shall be authorized to act on behalf of the
Trustee to authenticate Securities of such series and the Trustee shall give
written notice of such appointment to all Holders of Securities of the series
with respect to which such Authenticating Agent will serve, in the manner
provided for in Section 106. Securities so authenticated shall be entitled to
the benefits of this Indenture and shall be valid and obligatory for all
purposes as if authenticated by the Trustee hereunder. Any such appointment
shall be evidenced by an instrument in writing signed by a Responsible Officer
of the Trustee, and a copy of such instrument shall be promptly furnished to the
Company. Wherever reference is made in this Indenture to the authentication and
delivery of Securities by the Trustee or the Trustee's certificate of
authentication, such reference shall be deemed to include authentication and
delivery on behalf of the Trustee by an Authenticating Agent and a certificate
of authentication executed on behalf of the Trustee by an Authenticating Agent.
Each Authenticating Agent shall be acceptable to the Company and shall at all
times be a corporation organized and doing business under the laws of the United
States of America, any state thereof or the District of Columbia, authorized
under such laws to act as Authenticating Agent, having a combined capital and
surplus of not less than $50,000,000 and subject to supervision or examination
by federal or state authority. If such corporation publishes reports of
condition at least annually, pursuant to law or to the requirements of said
supervising or examining authority, then for the purposes of this Section, the
combined capital and surplus of such corporation shall be deemed to be its
combined capital and surplus as set forth in its most recent report of condition
so published. If at any time an Authenticating Agent shall cease to be eligible
in accordance with the provisions of this Section, it shall resign immediately
in the manner and with the effect specified in this Section.

corporation shall be otherwise eligible under this Section, without the
execution or filing of any paper or any further act on the part of the Trustee
or the Authenticating Agent.

An Authenticating Agent may resign at any time by giving written
notice thereof to the Trustee and to the Company. The Trustee may at any time
terminate the agency of an Authenticating Agent by giving written notice thereof
to such Authenticating Agent and to the Company. Upon receiving such a notice of
resignation or upon such a termination, or in case at any time such
Authenticating Agent shall cease to be eligible in accordance with the
provisions of this Section, the Trustee may appoint a successor Authenticating
Agent which shall be acceptable to the Company and shall give written notice of
such appointment to all Holders of Securities of the series with respect to
which such Authenticating Agent will serve, in the manner provided for in
Section 106. Any successor Authenticating Agent upon acceptance of its
appointment hereunder shall become vested with all the rights, powers and duties
of its predecessor hereunder, with like effect as if originally named as an
Authenticating Agent. No successor Authenticating Agent shall be appointed
unless eligible under the provisions of this Section.

The Company agrees to pay to each Authenticating Agent from time to
time reasonable compensation for its services under this Section.

Dated: ____________________

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

THE BANK OF NEW YORK,
as Trustee

By____________________________
as Authenticating Agent

By____________________________
Authorized Officer
<PAGE>

SECTION 612. Preferential Collection of Claims Against Company.

ARTICLE SEVEN

HOLDERS' LISTS AND REPORTS BY TRUSTEE AND COMPANY

SECTION 701. Disclosure of Names and Addresses of Holders.

Every Holder of Securities or coupons, by receiving and holding the
same, agrees with the Company and the Trustee that none of the Company or the
Trustee or any agent of either of them shall be held accountable by reason of
the disclosure of any such information as to the names and addresses of the
Holders in accordance with TIA Section 312, regardless of the source from which
such information was derived, and that the Trustee shall not be held accountable
by reason of mailing any material pursuant to a request made under TIA Section
312(b). The Trustee shall be provided by the Company with the names and
addresses of the Holders by the Regular Record Date in respect of the Securities
of the series.

SECTION 702. Reports by Trustee.

Within 60 days after November 1 of each year commencing with the
first November 1 after the first issuance of Securities pursuant to this
Indenture, the Trustee shall transmit to the Holders of Securities, in the
manner and to the extent provided in TIA Section 313(c), a brief report dated as
of such November 1 if required by TIA Section 313(a).

SECTION 703. Reports by Company.

The Company shall:

Company is not required to file information, documents or reports pursuant
to either of such Sections, then it shall file with the Trustee and the
Commission, in accordance with rules and regulations prescribed from time
to time by the Commission, such of the supplementary and periodic
information, documents and reports which may be required pursuant to
Section 13 of the Securities Exchange Act of 1934 in respect of a security
listed and registered on a national securities exchange as may be
prescribed from time to time in such rules and regulations;

(2) file with the Trustee and the Commission, in accordance with
rules and regulations prescribed from time to time by the Commission, such
additional information, documents and reports with respect to compliance
by the Company with the conditions and covenants of this Indenture as may
be required from time to time by such rules and regulations; and

(3) transmit by mail to all Holders, as their names and addresses
appear in the Security Register, within 30 days after the filing thereof
with the Trustee, in the manner and to the extent provided in TIA Section
313(c), such summaries of any information, documents and reports required
to be filed by the Company pursuant to paragraphs (1) and (2) of this
Section as may be required by rules and regulations prescribed from time
to time by the Commission.

ARTICLE EIGHT

CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE

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

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

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

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

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

SECTION 802. Successor Person Substituted.

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

ARTICLE NINE

SUPPLEMENTAL INDENTURES

SECTION 901. Supplemental Indentures Without Consent of Holders.

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

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

(2) to add to the covenants of the Company for the benefit of the
Holders of all or any series of Securities and any related coupons (and if
such covenants are to be for the benefit of less than all series of
Securities, stating that such covenants are being included solely for the
benefit of such series) or to surrender any right or power herein
conferred upon the Company; or

(3) to add any additional Events of Default (and if such Events of
Default are to be for the benefit of less than all series of Securities,
stating that such Events of Default are being included solely for the
benefit of such series); or

(4) to add to or change any of the provisions of this Indenture to
provide that Bearer Securities may be registrable as to principal, to
change or eliminate any restrictions on the payment of principal of or any
premium or interest on Bearer Securities, to permit Bearer Securities to
be issued in exchange for Registered Securities, to permit Bearer
Securities to be issued in exchange for Bearer Securities of other
authorized denominations or to permit or facilitate the issuance of
Securities in uncertificated form; provided that any such action shall not
adversely affect the interests of the Holders of Securities of any series
or any related coupons in any material respect; or

(5) to change or eliminate any of the provisions of this Indenture;
provided that any such change or elimination shall become effective only
when there is no Security Outstanding of any series created prior to the
execution of such supplemental indenture which is entitled to the benefit
of such provision; or

(6) to secure the Securities; or

(7) to establish the form or terms of Securities of any series as
permitted by Sections 201 and 301; or

(8) to evidence and provide for the acceptance of appointment
hereunder by a successor Trustee with respect to the Securities of one or
more series and to add to or change any of the provisions of this
Indenture as shall be necessary to provide for or facilitate the
administration of the trusts hereunder by more than one Trustee, pursuant
to the requirements of Section 609(b); or

(9) to close this Indenture with respect to the authentication and
delivery of additional series of Securities, to cure any ambiguity, to
correct or supplement any
<PAGE>
76

provision herein which may be inconsistent with any other provision
herein, or to make any other provisions with respect to matters or
questions arising under this Indenture; provided such action shall not
adversely affect the interests of the Holders of Securities of any series
and any related coupons in any material respect; or

(10) to supplement any of the provisions of this Indenture to such
extent as shall be necessary to permit or facilitate the defeasance and
discharge of any series of Securities pursuant to Sections 401, 1502 and
1503; provided that any such action shall not adversely affect the
interests of the Holders of Securities of such series and any related
coupons or any other series of Securities in any material respect.

SECTION 902. Supplemental Indentures with Consent of Holders.

With the consent of the Holders of not less than a majority in
principal amount of all Outstanding Securities of any series, by Act of said
Holders delivered to the Company and the Trustee, the Company, when authorized
by or pursuant to a Board Resolution, and the Trustee may enter into an
indenture or indentures supplemental hereto for the purpose of adding any
provisions to or changing in any manner or eliminating any of the provisions of
this Indenture which affect such series of Securities or of modifying in any
manner the rights of the Holders of Securities of such series under this
Indenture; provided, however, that no such supplemental indenture shall, without
the consent of the Holder of each Outstanding Security of such series,

(1) change the Stated Maturity of the principal of (or premium, if
any) or any installment of interest on any Security of such series, or
reduce the principal amount thereof (or premium, if any) or the rate of
interest, if any, thereon, or reduce the amount of the principal of an
Original Issue Discount Security of such series that would be due and
payable upon a declaration of acceleration of the Maturity thereof
pursuant to Section 502 or the amount thereof provable in bankruptcy
pursuant to Section 504, or adversely affect any right of repayment at the
option of any Holder of any Security of such series, or change any Place
of Payment where, or the Currency in which, any Security of such series or
any premium or interest thereon is payable, or impair the right to
institute suit for the enforcement of any such payment on or after the
Stated Maturity thereof (or, in the case of redemption or repayment at the
option of the Holder, on or after the Redemption Date or Repayment Date,
as the case may be), or adversely affect any right to convert or exchange
any Security as may be provided pursuant to Section 301 herein, or

(2) reduce the percentage in principal amount of the Outstanding
Securities of such series required for any such supplemental indenture, or
the consent of whose Holders is required for any waiver of compliance with
certain provisions of this Indenture which affect such series or certain
defaults applicable to such series
<PAGE>

hereunder and their consequences provided for in this Indenture, or reduce
the requirements of Section 1604 for quorum or voting with respect to
Securities of such series, or

(3) modify any of the provisions of this Indenture relating to the
subordination of the Securities of any series in a manner adverse to the
Holders of such Outstanding Securities, or

(4) modify any of the provisions of this Section, Section 513 or
Section 1014, except to increase any such percentage or to provide that
certain other provisions of this Indenture which affect such series cannot
be modified or waived without the consent of the Holder of each
Outstanding Security affected thereby of such series.

It shall not be necessary for any Act of Holders under this Section
to approve the particular form of any proposed supplemental indenture, but it
shall be sufficient if such Act shall approve the substance thereof.

SECTION 903. Execution of Supplemental Indentures.

In executing, or accepting the additional trusts created by, any
supplemental indenture permitted by this Article or the modifications thereby of
the trusts created by this Indenture, the Trustee shall be entitled to receive,
and shall be fully protected in relying upon, an Opinion of Counsel stating that
the execution of such supplemental indenture is authorized or permitted by this
Indenture. The Trustee may, but shall not be obligated to, enter into any such
supplemental indenture which affects the Trustee's own rights, duties or
immunities under this Indenture or otherwise.
<PAGE>

SECTION 904. Effect of Supplemental Indentures.

SECTION 905. Conformity with Trust Indenture Act.

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

SECTION 906. Reference in Securities to Supplemental Indentures.

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

SECTION 907. Notice of Supplemental Indentures.

ARTICLE TEN

COVENANTS

SECTION 1001. Payment of Principal, Premium, If Any, and Interest.

any interest installments due on Bearer Securities on or before Maturity shall
be payable only upon presentation and surrender of the several coupons for such
interest installments as are evidenced thereby as they severally mature.

SECTION 1002. Maintenance of Office or Agency.

If Securities of a series are issuable as Bearer Securities, the
Company will maintain (A) in The City of New York, an office or agency where any
Registered Securities of that series may be presented or surrendered for
payment, where any Registered Securities of that series may be surrendered for
registration of transfer, where Securities of that series may be surrendered for
exchange, where Securities of that series that are convertible or exchangeable
may be surrendered for conversion or exchange, as applicable, where notices and
demands to or upon the Company in respect of the Securities of that series and
this Indenture may be served and where Bearer Securities of that series and
related coupons may be presented or surrendered for payment in the circumstances
described in the following paragraph (and not otherwise) (B) subject to any laws
or regulations applicable thereto, in a Place of Payment for that series which
is located outside the United States, an office or agency where Securities of
that series and related coupons may be presented and surrendered for payment;
provided, however, that, if the Securities of that series are listed on any
stock exchange located outside the United States and such stock exchange shall
so require, the Company will maintain a Paying Agent for the Securities of that
series in any required city located outside the United States so long as the
Securities of that series are listed on such exchange, and (C) subject to any
laws or regulations applicable thereto, in a Place of Payment for that series
located outside the United States an office or agency where any Registered
Securities of that series may be surrendered for registration of transfer, where
Securities of that series may be surrendered for exchange, where Securities of
that series that are convertible and exchangeable may be surrendered for
conversion or exchange, as applicable and where notices and demands to or upon
the Company in respect of the Securities of that series and this Indenture may
be served.

served at the Corporate Trust Office of the Trustee, except that Bearer
Securities of any series and the related coupons may be presented and
surrendered for payment at the offices specified in the Security, in London, and
the Company hereby appoints the same as its agents to receive such respective
presentations, surrenders, notices and demands.

Unless otherwise specified with respect to any Securities pursuant
to Section 301, no payment of principal, premium or interest on Bearer
Securities shall be made at any office or agency of the Company in the United
States or by check mailed to any address in the United States or by transfer to
an account maintained with a bank located in the United States; provided,
however, that, if the Securities of a series are payable in Dollars, payment of
principal of (and premium, if any) and interest, if any, on any Bearer Security
shall be made at the office of the Company's Paying Agent in The City of New
York, if (but only if) payment in Dollars of the full amount of such principal,
premium or interest, as the case may be, at all offices or agencies outside the
United States maintained for such purpose by the Company in accordance with this
Indenture is illegal or effectively precluded by exchange controls or other
similar restrictions.

The Company may also from time to time designate one or more other
offices or agencies where the Securities of one or more series may be presented
or surrendered for any or all such purposes and may from time to time rescind
any such designation; provided, however, that no such designation or rescission
shall in any manner relieve the Company of its obligation to maintain an office
or agency in accordance with the requirements set forth above for Securities of
any series for such purposes. The Company will give prompt written notice to the
Trustee of any such designation or rescission and of any change in the location
of any such other office or agency. Unless otherwise specified with respect to
any Securities as contemplated by Section 301 with respect to a series of
Securities, the Company hereby designates as a Place of Payment for each series
of Securities the office or agency of the Company in the Borough of Manhattan,
The City of New York, and initially appoints the Trustee at its Corporate Trust
Office as Paying Agent in such city and as its agent to receive all such
presentations, surrenders, notices and demands.

Unless otherwise specified with respect to any Securities pursuant
to Section 301, if and so long as the Securities of any series (i) are
denominated in a Currency other than Dollars or (ii) may be payable in a
Currency other than Dollars, or so long as it is required under any other
provision of the Indenture, then the Company will maintain with respect to each
such series of Securities, or as so required, at least one Exchange Rate Agent.
<PAGE>

SECTION 1003. Money for Securities Payments to Be Held in Trust.

If the Company shall at any time act as its own Paying Agent with
respect to any series of Securities and any related coupons, it will, on or
before each due date of the principal of (or premium, if any) or interest, if
any, on any of the Securities of that series, segregate and hold in trust for
the benefit of the Persons entitled thereto a sum in the Currency in which the
Securities of such series are payable (except as otherwise specified pursuant to
Section 301 for the Securities of such series and except, if applicable, as
provided in Sections 312(b), 312(d) and 312(e)) sufficient to pay the principal
of (or premium, if any) or interest, if any, on Securities of such series so
becoming due until such sums shall be paid to such Persons or otherwise disposed
of as herein provided and will promptly notify the Trustee of its action or
failure so to act.

The Company will cause each Paying Agent (other than the Trustee)
for any series of Securities to execute and deliver to the Trustee an instrument
in which such Paying Agent shall agree with the Trustee, subject to the
provisions of this Section, that such Paying Agent will:

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

(2) give the Trustee notice of any default by the Company (or any
other obligor upon the Securities of such series) in the making of any
payment of principal of (or premium, if any) or interest, if any, on the
Securities of such series; and

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

The Company may at any time, for the purpose of obtaining the
satisfaction and discharge of this Indenture or for any other purpose, pay, or
by Company Order direct
<PAGE>

any Paying Agent to pay, to the Trustee all sums held in trust by the Company or
such Paying Agent, such sums to be held by the Trustee upon the same trusts as
those upon which sums were held by the Company or such Paying Agent; and, upon
such payment by any Paying Agent to the Trustee, such Paying Agent shall be
released from all further liability with respect to such sums.

Except as provided in the Securities of any series, any money
deposited with the Trustee or any Paying Agent, or then held by the Company, in
trust for the payment of the principal of (or premium, if any) or interest, if
any, on any Security of any series, or any coupon appertaining thereto, and
remaining unclaimed for two years after such principal, premium or interest has
become due and payable shall be paid to the Company on Company Request, or (if
then held by the Company) shall be discharged from such trust; and the Holder of
such Security or coupon shall thereafter, as an unsecured general creditor, look
only to the Company for payment thereof, and all liability of the Trustee or
such Paying Agent with respect to such trust money, and all liability of the
Company as trustee thereof, shall thereupon cease; provided, however, that the
Trustee or such Paying Agent, before being required to make any such repayment,
may at the expense of the Company cause to be published once, in an Authorized
Newspaper, notice that such money remains unclaimed and that, after a date
specified therein, which shall not be less than 30 days from the date of such
publication, any unclaimed balance of such money then remaining will be repaid
to the Company.

SECTION 1004. Corporate Existence.

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

SECTION 1005. Payment of Taxes and Other Claims.

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

SECTION 1006. Maintenance of Properties.

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

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

SECTION 1007. Limitation on Indebtedness.

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

SECTION 1008. Limitation on Senior Subordinated Indebtedness.

The Company shall not, and shall not permit any Restricted
Subsidiary of the Company to, directly or indirectly, create, incur, issue,
assume, guarantee or otherwise become liable for, contingently or otherwise, or
become responsible for the payment of, contingently or otherwise, any
Indebtedness which is both senior in right of payment to the Securities of the
series and expressly subordinate in right of payment to any other Indebtedness
of the Company. For purposes of this Section 1008, Indebtedness is deemed to be
"senior" in right of payment to the Securities of the series if it is not
subordinate in right of payment to Senior Indebtedness at least to the same
extent as the Securities are subordinate to Senior Indebtedness.

SECTION 1009. Limitation on Restricted Payments.

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

(i) $25,000,000, plus

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

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

The provisions of this Section 1009 shall not prevent (i) the
payment of any dividend within 60 days after the date of declaration thereof, if
at such date of declaration such payment complied with the provisions hereof;
(ii) the retirement or redemption of any shares of the Company's capital stock
or warrants, rights or options to acquire capital stock of the Company in
exchange for, or out of the proceeds of a substantially concurrent sale of,
other shares of its capital stock or warrants, rights or options to acquire
capital stock of the Company (other than Disqualified Stock); and (iii) the
redemption of or payments of cash dividends on the Company's 8% Series C
Cumulative Preferred Stock (the "Series C Preferred Stock") outstanding on
January 1, 1995, which redemptions or dividends are provided for by the terms of
the Series C Preferred Stock in effect on the date hereof (or the
<PAGE>

redemption of or payment of cash dividends on any security of the Company issued
in exchange for or upon the conversion of such Series C Preferred Stock;
provided that the aggregate amount payable pursuant to the terms of such
security is no greater than the aggregate amount payable pursuant to the terms
of the Series C Preferred Stock). For purposes of determining the aggregate
permissible amount of Restricted Payments in accordance with clause (b) of the
first paragraph of this Section 1009, all amounts expended pursuant to clauses
(i) and (iii) of this paragraph shall be included and all amounts expended or
received pursuant to clause (ii) of this paragraph shall be excluded; provided,
however, that amounts paid pursuant to clause (i) of this paragraph shall be
included only to the extent that such amounts were not previously included in
calculating Restricted Payments.

Notwithstanding the foregoing, so long as no Default or Event of
Default shall have occurred and be continuing, the Company may make any
Permitted Restricted Payment; provided, however, that such Permitted Restricted
Payment shall thereafter be counted as a Restricted Payment for purposes of
calculating whether any future Restricted Payments are permitted under this
Section 1009.

For the purpose of this Section 1009, the net proceeds from the
issuance of shares of capital stock of the Company upon conversion of
Indebtedness shall be deemed to be an amount equal to (i) the accreted value of
such Indebtedness on the date of such conversion and (ii) the additional
consideration, if any, received by the Company upon such conversion thereof,
less any cash payment on account of fractional shares (such consideration, if in
property other than cash, to be determined by the Board of Directors of the
Company and evidenced by a resolution of such Board, whose good faith
determination shall be conclusive). If the Company makes a Restricted Payment
which, at the time of the making of such Restricted Payment, would in the good
faith determination of the Company be permitted under the requirements of this
Section 1009, such Restricted Payment shall be deemed to have been made in
compliance with this Section 1009 notwithstanding any subsequent adjustments
made in good faith to the Company's financial statements affecting Cumulative
Cash Flow Credit or Cumulative Interest Expense for any period.

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

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

SECTION 1011. Transactions with Affiliates.

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

SECTION 1012. Provision of Financial Statements.

(b) If the Company is not required to file with the Commission such
reports and other information referred to in Section 1012(a), the Company shall
furnish without cost to each Holder of the Securities and file with the Trustee
(i) within 140 days after the end of each fiscal year, annual reports containing
the information required to be contained in Items 1, 2, 3, 6, 7, 8 and 9 of Form
10-K promulgated under the Securities Exchange Act of 1934, or substantially the
same information required to be contained in comparable items of any successor
form, and (ii) within 75 days after the end of each of the first three fiscal
quarters of each fiscal year, quarterly reports containing the information
required to be contained in Form 10-Q promulgated under the Securities Exchange
Act of 1934, or substantially the same information required to be contained in
any successor form.
<PAGE>

SECTION 1013. Statement as to Compliance.

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

SECTION 1014. Waiver of Certain Covenants.

ARTICLE ELEVEN

REDEMPTION OF SECURITIES

SECTION 1101. Applicability of Article.

SECTION 1102. Election to Redeem; Notice to Trustee.

The election of the Company to redeem any Securities shall be
evidenced by or pursuant to a Board Resolution. In case of any redemption at the
election of the Company, the Company shall, at least 60 days prior to the
Redemption Date fixed by the Company (unless a shorter notice shall be
satisfactory to the Trustee), notify the Trustee of such Redemption Date and of
the principal amount of Securities of such series to be redeemed and shall
deliver to the Trustee such documentation and records as shall enable the
<PAGE>

Trustee to select the Securities to be redeemed pursuant to Section 1103. In the
case of any redemption of Securities prior to the expiration of any restriction
on such redemption provided in the terms of such Securities or elsewhere in this
Indenture, the Company shall furnish the Trustee with an Officers' Certificate
evidencing compliance with such restriction.

SECTION 1103. Selection by Trustee of Securities to Be Redeemed.

If less than all the Securities of any series are to be redeemed,
the particular Securities to be redeemed shall be selected not more than 60 days
prior to the Redemption Date by the Trustee, from the Outstanding Securities of
such series not previously called for redemption, by such method as the Trustee
shall deem fair and appropriate and which may provide for the selection for
redemption of portions of the principal of Securities of such series; provided,
however, that no such partial redemption shall reduce the portion of the
principal amount of a Security not redeemed to less than the minimum authorized
denomination for Securities of such series established pursuant to Section 301.

SECTION 1104. Notice of Redemption.

All notices of redemption shall identify the Securities (including
CUSIP number, if any) to be redeemed and shall state:

(1) the Redemption Date,

(2) the Redemption Price and the amount of accrued interest to the
Redemption Date payable as provided in Section 1106, if any,
<PAGE>

(4) in case any Security is to be redeemed in part only, the notice
which relates to such Security shall state that on and after the
Redemption Date, upon surrender of such Security, the holder will receive,
without charge, a new Security or Securities of authorized denominations
for the principal amount thereof remaining unredeemed,

(5) that on the Redemption Date, the Redemption Price and accrued
interest, if any, to the Redemption Date payable as provided in Section
1106 will become due and payable upon each such Security, or the portion
thereof, to be redeemed and, if applicable, that interest thereon will
cease to accrue on and after said date,

(6) the Place or Places of Payment where such Securities, together
in the case of Bearer Securities with all coupons appertaining thereto, if
any, maturing after the Redemption Date, are to be surrendered for payment
of the Redemption Price and accrued interest, if any,

(7) that the redemption is for a sinking fund, if such is the case,

(9) if Bearer Securities of any series are to be redeemed and any
Registered Securities of such series are not to be redeemed, and if such
Bearer Securities may be exchanged for Registered Securities not subject
to redemption on such Redemption Date pursuant to Section 305 or
otherwise, the last date, as determined by the Company, on which such
exchanges may be made.

SECTION 1105. Deposit of Redemption Price.

Prior to any Redemption Date, the Company shall deposit with the
Trustee or with a Paying Agent (or, if the Company is acting as its own Paying
Agent, segregate and hold in trust as provided in Section 1003) an amount of
money in the Currency in which the Securities of such series are payable (except
as otherwise specified pursuant to Section 301 for the Securities of such series
and except, if applicable, as provided in Sections 312(b), 312(d) and 312(e))
sufficient to pay the Redemption Price of, and accrued interest, if any, on, all
the Securities which are to be redeemed on that date.

SECTION 1106. Securities Payable on Redemption Date.

Notice of redemption having been given as aforesaid, the Securities
so to be redeemed shall, on the Redemption Date, become due and payable at the
Redemption Price therein specified in the Currency in which the Securities of
such series are payable (except as otherwise specified pursuant to Section 301
for the Securities of such series and except, if applicable, as provided in
Sections 312(b), 312(d) and 312(e)) (together with accrued interest, if any, to
the Redemption Date), and from and after such date (unless the Company shall
default in the payment of the Redemption Price and accrued interest, if any)
such Securities shall, if the same were interest-bearing, cease to bear interest
and the coupons for such interest appertaining to any Bearer Securities so to be
redeemed, except to the extent provided below, shall be void. Upon surrender of
any such Security for redemption in accordance with said notice, together with
all coupons, if any, appertaining thereto maturing after the Redemption Date,
such Security shall be paid by the Company at the Redemption Price, together
with accrued interest, if any, to the Redemption Date; provided, however, that
installments of interest on Bearer Securities whose Stated Maturity is on or
prior to the Redemption Date shall be payable only at an office or agency
located outside the United States (except as otherwise provided in Section 1002)
and, unless otherwise specified as contemplated by Section 301, only upon
presentation and surrender of coupons for such interest; and provided further
that installments of interest on Registered Securities whose Stated Maturity is
on or prior to the Redemption Date shall be payable to the Holders of such
Securities, or one or more Predecessor Securities, registered as such at the
close of business on the relevant Record Dates according to their terms and the
provisions of Section 307.

Holder shall be entitled to receive the amount so deducted; provided, however,
that interest represented by coupons shall be payable only at an office or
agency located outside the United States (except as otherwise provided in
Section 1002) and, unless otherwise specified as contemplated by Section 301,
only upon presentation and surrender of those coupons.

SECTION 1107. Securities Redeemed in Part.

Any Security which is to be redeemed only in part (pursuant to the
provisions of this Article or of Article Thirteen) shall be surrendered at a
Place of Payment therefor (with, if the Company or the Trustee so requires, due
endorsement by, or a written instrument of transfer in form satisfactory to the
Company and the Trustee duly executed by, the Holder thereof or such Holder's
attorney duly authorized in writing), and the Company shall execute, and the
Trustee shall authenticate and deliver to the Holder of such Security without
service charge, a new Security or Securities of the same series, of any
authorized denomination as requested by such Holder, in aggregate principal
amount equal to and in exchange for the unredeemed portion of the principal of
the Security so surrendered.

ARTICLE TWELVE

SUBORDINATION

SECTION 1201. Securities Subordinated to Senior Indebtedness.

Except as otherwise specified as contemplated by Section 301, the
following provisions shall apply to Securities of each series.

The Company, for itself and its successors, and each Holder of a
Security of any series or of any coupon appertaining thereto, by his acceptance
of Securities of any series, agrees, that the payment of all amounts due in
respect of the Securities of such series and the coupons, if any, appertaining
thereto, including the payment of the principal (and premium, if any, on) and
interest on each and all of the Securities of such series and coupons, if any,
appertaining thereto, are subordinated, to the extent and in the manner provided
in this Article Twelve, to the prior payment in full of all Senior Indebtedness.

This Article Twelve shall constitute a continuing offer to all
persons who, in reliance upon such provisions, become holders of, or continue to
hold, Senior Indebtedness,
<PAGE>

and such provisions are made for the benefit of the holders of Senior
Indebtedness, and such holders are made obligees hereunder and they and/or each
of them may enforce such provisions.

SECTION 1202. No Payment on Securities in Certain Circumstances.

(a) Upon the maturity of any Senior Indebtedness by lapse of time,
acceleration (unless waived, rescinded or annulled) or otherwise, or upon any
payment default (with or without the giving of notice or lapse of time or both,
in accordance with the terms of the instrument governing such Senior
Indebtedness, and without any waiver or forgiveness) with respect to any Senior
Indebtedness, all amounts payable thereon shall first be paid in full, or such
payment duly provided for in cash or in a manner satisfactory to the holders of
such Senior Indebtedness, before any payment is made, directly or indirectly by
set off or otherwise, on account of principal of, or interest on, the Securities
of such series or to acquire any of the Securities of such series or on account
of the redemption provisions of the Securities of such series.

(b) Upon a default with respect to any Senior Indebtedness (other
than under circumstances when the terms of paragraph (a) of this Section are
applicable), as such default is defined therein or in the instrument under which
it is outstanding, permitting the holders to accelerate the maturity thereof,
upon written notice thereof given to the Company and the Trustee by the agent or
agents under the Bank Credit Agreement ("Default Notice"), then, unless and
until such default shall have been cured or waived by the holders of such Senior
Indebtedness or shall have ceased to exist, no direct or indirect payment shall
be made by the Company with respect to the principal of, or interest on, the
Securities of such series and the coupons, if any, appertaining thereto (other
than payments made in Junior Securities) or to acquire any of such Securities or
on account of the redemption provisions of the Securities of such series and the
coupons, if any, appertaining thereto; provided, however, that this paragraph
(b) shall not prevent the making of any payment (which is not otherwise
prohibited by paragraph (a)) for more than 120 days after the Default Notice
shall have been given unless the Senior Indebtedness in respect of which such
event of default exists has been declared due and payable in its entirety, in
which case no such payment may be made until such acceleration has been
rescinded or annulled or such Senior Indebtedness has been paid in full.
Notwithstanding the foregoing, not more than one Default Notice shall be given
with respect to Senior Indebtedness within a period of 240 consecutive days.

(c) If, notwithstanding the foregoing provisions of this Section,
any payment on account of principal of, or interest on, the Securities of such
series or of any coupon appertaining thereto shall be received by the Trustee,
by any Holder or by any Paying Agent (or, if the Company is acting as its own
Paying Agent, money for any such payment is segregated and held in trust), then,
unless and until such payment is no longer prohibited by this Section, such
payment (subject to the provisions of Sections 1206 and
<PAGE>

1207) shall be held in trust for the benefit of the holders of Senior
Indebtedness and, upon notice to the Trustee or such Paying Agent from the
representative of the holders of the Senior Indebtedness and pursuant to the
directions of such representative, shall be paid over or delivered to the
holders of Senior Indebtedness or their representative(s), ratably according to
the aggregate amount remaining unpaid on account of the principal of and
interest on the Senior Indebtedness held or represented by each, for application
to the payment or prepayment of all Senior Indebtedness remaining unpaid to the
extent necessary to pay all Senior Indebtedness in full in accordance with its
terms, after giving effect to any concurrent payment or distribution or
provision therefor to or for the holders of Senior Indebtedness. Promptly after
becoming aware thereof, the Company shall give written notice to the Trustee of
any event prohibiting payments on account of principal of, or interest on, the
Securities of any series and any coupons appertaining thereto and, in such
event, shall provide to the Trustee, in the form of an Officers' Certificate,
the names and addresses of the holders of such Senior Indebtedness and their
representative(s), if any, the amount of the Senior Indebtedness held by each
such holder, any information necessary to calculate the daily or other increase
in Senior Indebtedness held by such holders and any other information which the
Trustee may reasonably request to comply with this Article. Subject to the
provisions of Section 1203 hereof, in the event that the Trustee or the Paying
Agent reasonably determines that additional evidence is required with respect to
any person as a holder of Senior Indebtedness to participate in any payment or
distribution pursuant to this Article, the Trustee or the Paying Agent, as the
case may be, may request that such person furnish evidence to its reasonable
satisfaction as to the amount of Senior Indebtedness held by each such person,
as to the extent such person is entitled to participate in such payment or
distribution and as to other facts pertinent to the rights of such persons under
this Article and if such evidence is not furnished, the Trustee or the Paying
Agent, as the case may be, may defer any payment to such person pending judicial
determination as to the right of such person to receive such payment.

SECTION 1203. Securities Subordinated to Prior Payment of All
Senior Indebtedness on Dissolution, Winding-Up, Liquidation or Reorganization of
the Company.

Upon any payment by or distribution of the assets of the Company to
creditors upon any dissolution, winding up, liquidation or reorganization of the
Company (whether in a bankruptcy or reorganization case, insolvency or
receivership proceedings, voluntary liquidation or upon any assignment for the
benefit of creditors or otherwise):

(1) the holders of all Senior Indebtedness shall first be entitled
to receive payment in full of all amounts payable thereon, or provision
shall be made for such payment, before the Holders of any Security of such
series or of any coupon appertaining thereto are entitled to receive any
payment on account of the principal of, or interest on, such Securities or
coupons;
<PAGE>

(2) any payment by, or distribution of assets of, the Company of any
kind or character, whether in cash, property or securities (other than
Junior Securities) to which the Holders or the Trustee on behalf of the
Holders would be entitled except for the provisions of this Article
Twelve, including any such payment or distribution which may be payable or
deliverable by reason of the payment of any other Indebtedness of the
Company being subordinated to the payment of the Securities of such series
and the coupons appertaining thereto, if any, shall be paid by the
liquidating trustee or agent or other Person making such a payment or
distribution, directly to the holders of Senior Indebtedness or their
representative(s), ratably according to the aggregate amounts remaining
unpaid on account of the principal of and interest on the Senior
Indebtedness held or represented by each, for application to payment of
all Senior Indebtedness remaining unpaid, to the extent necessary to pay
all Senior Indebtedness in full after giving effect to any concurrent
payment or distribution, or provision therefor, to the holders of such
Senior Indebtedness; and

(3) if, notwithstanding the foregoing, any payment or distribution
of assets of the Company of any kind or character, whether in cash,
property or securities (other than Junior Securities), shall be received
by the Trustee or the Holders or any Paying Agent (or, if the Company is
acting as its own Paying Agent, money for any such payment or distribution
is segregated or held in trust) on account of principal of, or interest
on, the Securities of such series and the coupons appertaining thereto, if
any, before all Senior Indebtedness is paid in full, or effective
provision made for its payment, such payment or distribution (subject to
the provisions of Sections 1206 and 1207) shall be received and held in
trust for and shall be paid over to the holders of the Senior Indebtedness
remaining unpaid or unprovided for or their representative(s), ratably
according to the aggregate amounts remaining unpaid on account of the
principal of and interest on the Senior Indebtedness held or represented
by each, for application to payment or prepayment of all Senior
Indebtedness remaining unpaid, to the extent necessary to pay all Senior
Indebtedness in full, after giving effect to any concurrent payment or
distribution, or provision therefor, to the holders of such Senior
Indebtedness.

If the Company effects a transaction permitted by Article Eight,
such transaction shall not be deemed to be a dissolution, winding up,
liquidation or reorganization of the Company for purposes of this Section.

The Company shall give prompt written notice to the Trustee of any
dissolution, winding up, liquidation or reorganization of the Company or
assignment for the benefit of creditors by the Company.

Upon any distribution of assets of the Company referred to in this
Article, the Trustee, subject to the provisions of Sections 601 and 602, and the
Holders of Securities of
<PAGE>

any series or of any coupon appertaining thereto shall be entitled to rely upon
any order or decree made by any court of competent jurisdiction in which such
dissolution, winding up or liquidation proceeding, or bankruptcy or
reorganization case, is pending, or a certificate of the liquidating trustee or
agent or other Person making any distribution to the Trustee or to such Holders,
for the purpose of ascertaining the persons entitled to participate in such
distribution, the holders of the Senior Indebtedness of the Company and other
Indebtedness of the Company, the amount thereof payable thereon, the amount or
amounts paid or distributed thereon and all other facts pertinent thereto or to
this Article.

SECTION 1204. Securityholders to Be Subrogated to Rights of Holders
of Senior Indebtedness.

Upon payment in full of all Senior Indebtedness, the Holders of
Securities of such series or of any coupon appertaining thereto shall be
subrogated (equally and ratably with the holders of all Indebtedness of the
Company which by its terms is not superior in right of payment to the Securities
of any series or of any coupons appertaining thereto and which ranks on a parity
with the Securities of such series) to the rights of the holders of Senior
Indebtedness to receive payments or distributions of assets of the Company
applicable to the Senior Indebtedness until all amounts owing on such Securities
and coupons, if any, shall be paid in full, and for the purposes of such
subrogation no payments or distributions to the holders of Senior Indebtedness
by the Company to which the Holders would be entitled except for the provisions
of this Article, and no payment pursuant to the provisions of this Article to
the holders of Senior Indebtedness shall, as between the Company, its creditors
(other than the holders of Senior Indebtedness) and the Holders, be deemed to be
payment by the Company to or on account of the Senior Indebtedness, it being
understood that the provisions of this Article are intended solely for the
purpose of defining the relative rights of the Holders of Securities of such
series, on the one hand, and the holders of Senior Indebtedness, on the other
hand.

If any payment or distribution to which the Holders of Securities of
any series or of any coupon appertaining thereto would otherwise have been
entitled but for the provisions of this Article shall have been applied,
pursuant to the provisions of this Article, to the payment of all amounts
payable under the Senior Indebtedness, then and in such case, the Company
specifically agrees that such Holders shall be entitled to receive from the
holders of such Senior Indebtedness at the time outstanding any payments or
distributions received by such holders of Senior Indebtedness in excess of the
amount sufficient to pay all amounts payable under or in respect of the Senior
Indebtedness in full.
<PAGE>

SECTION 1205. Obligations of the Company Unconditional.

Nothing contained in this Article Twelve or elsewhere in this
Indenture or in any Security of any series is intended to or shall impair, as
between the Company, its creditors (other than the holders of Senior
Indebtedness) and the Holders of Securities of any series and the coupons, if
any, appertaining thereto, the obligation of the Company, which is absolute and
unconditional, to pay to the Holders the principal of and interest on, the
Securities of such series and the coupons, if any, appertaining thereto, as and
when the same shall become due and payable in accordance with their terms, or to
affect the relative rights of such Holders and creditors of the Company (other
than the holders of Senior Indebtedness), nor shall anything herein or therein
prevent the Trustee or any such Holder from exercising all remedies otherwise
permitted by applicable law upon default under this Indenture, subject to the
rights, if any, under this Article of the holders of Senior Indebtedness in
respect of cash, property or securities of the Company received upon the
exercise of any such remedy.

SECTION 1206. Knowledge of Trustee.

Notwithstanding the provisions of this Article or any other
provision of this Indenture, the Trustee shall not at any time be charged with
knowledge of the existence of any facts which would prohibit the making of any
payment to or by the Trustee, or the taking of any other action under this
Indenture by the Trustee, unless and until two Business Days after the Trustee
shall have received written notice thereof from the Company, any Securityholder,
any Paying Agent or any holder of Senior Indebtedness or its representative.

SECTION 1207. Application by Trustee or Paying Agent of Assets
Deposited with It.

If on a date not less than two Business Days prior to the date on
which by the terms of this Indenture any monies deposited with the Trustee or
any Paying Agent (other than the Company, if it acts as Paying Agent) may become
payable for any purpose (including, without limitation, the payment of either
principal of, or interest on, any Security of any series and the coupons, if
any, appertaining thereto), the Trustee or such Paying Agent shall not have
received with respect to such payment the written notice provided for in Section
1206, then the Trustee or such Paying Agent shall have full power and authority
to receive such monies and to apply them to the purpose for which they were
received, and shall not be affected by any notice to the contrary which may be
received by it on or after such date, without, however, limiting any rights that
holders of Senior Indebtedness may have to recover any such payments from the
Holders in accordance with the provisions of this Article.
<PAGE>

SECTION 1208. Subordination Rights Not Impaired by Acts or
Omissions of Company or Holders of Senior Indebtedness.

No right of any present or future holders of any Senior Indebtedness
to enforce the subordination herein shall at any time or in any way be
prejudiced or impaired by any act or failure to act on the part of the Company
or by any act or failure to act, in good faith, by any such holder, or by any
noncompliance by the Company with the terms of this Indenture, regardless of any
knowledge thereof which any such holder may have or be otherwise charged with.
The holders of Senior Indebtedness may extend, renew, modify, or increase Senior
Indebtedness or amend the terms of the Senior Indebtedness or any security or
guarantee therefor and release, sell or exchange such security or guarantee and
otherwise deal freely with the Company, all without affecting the liabilities
and obligations of the parties to this Indenture or the Holders.

SECTION 1209. Securityholders Authorize Trustee to Effectuate
Subordination of Securities.

Each Holder by his acceptance of the Securities of such series and
the coupons, if any, appertaining thereto, authorizes and expressly directs the
Trustee on his behalf to take such action as may be necessary or appropriate to
effectuate the subordination provided in this Article and appoints the Trustee
his attorney-in-fact for such purpose, including, in the event of any
dissolution, winding up, liquidation or reorganization of the Company (whether
in a bankruptcy or reorganization case, insolvency or receivership proceedings,
voluntary liquidation or upon an assignment for the benefit of creditors or
otherwise) tending towards liquidation of the business and assets of the
Company, the immediate filing of a claim for the unpaid balance of its or his
Securities in the form required in such proceeding and cause such claim to be
approved. If the Trustee does not file a proper claim or proof of debt in the
form required in such proceeding on or prior to 30 days before the expiration of
the time to file such claim or claims, then the holders of the Senior
Indebtedness or their representative(s) are hereby authorized to have the right
to file and are hereby authorized to file an appropriate claim for and on behalf
of the Holders.

SECTION 1210. Trustee Not Fiduciary for Holders of Senior
Indebtedness.

Neither the Trustee nor any Paying Agent (including the Company if
the Company acts as Paying Agent) shall be deemed to owe any fiduciary duty to
the holders of Senior Indebtedness. Neither the Trustee nor any Paying Agent
shall be liable to any such holder (subject to Section 1206 hereof, except for
its own gross negligence or willful misconduct) if any of them shall mistakenly
pay over or distribute to Holders of the Securities of any series and the
coupons, if any, appertaining thereto, the Company or any other person monies or
assets to which any holders of Senior Indebtedness shall be entitled by virtue
of this Article or otherwise. With respect to the holders of Senior
Indebtedness,
<PAGE>

the Trustee or the Paying Agent undertakes to perform or to observe only such of
its covenants and obligations as are specifically set forth in this Article, and
no implied covenants or obligations with respect to the holders of Senior
Indebtedness shall be read into this Indenture against the Trustee or the Paying
Agent.

SECTION 1211. Right of Trustee to Hold Senior Indebtedness.

The Trustee shall be entitled to all of the rights set forth in this
Article in respect of any Senior Indebtedness at any time held by it, to the
same extent as any other holder of Senior Indebtedness, and nothing in this
Indenture shall be construed to deprive the Trustee of any of its rights as such
holder.

SECTION 1212. Article Twelve Not to Prevent Events of Default.

The failure to make a payment on account of principal of or interest
on the Securities by reason of any provision of this Article shall not be
construed as preventing the occurrence of an Event of Default under Section 501.
Nothing contained in this Article Twelve shall limit the right of the Trustee or
the Holders of Securities of such series and the coupons, if any, appertaining
thereto, to take any action to accelerate the maturity of the Securities
pursuant to Section 502 or to pursue any rights or remedies hereunder; provided
that all Senior Indebtedness then or thereafter due or declared to be due shall
first be paid in full before such Holders or the Trustee are entitled to receive
any payment from the Company of principal of, or interest on, the Securities.

SECTION 1213. Trustee's Compensation Not Prejudiced.

Nothing in this Article shall apply to amounts due to the Trustee
pursuant to Section 606.

ARTICLE THIRTEEN

SINKING FUNDS

SECTION 1301. Applicability of Article.

The minimum amount of any sinking fund payment provided for by the
terms of Securities of any series is herein referred to as a "mandatory sinking
fund payment", and
<PAGE>

any payment in excess of such minimum amount provided for by the terms of
Securities of any series is herein referred to as an "optional sinking fund
payment". If provided for by the terms of Securities of any series, the cash
amount of any mandatory sinking fund payment may be subject to reduction as
provided in Section 1302. Each sinking fund payment shall be applied to the
redemption of Securities of any series as provided for by the terms of
Securities of such series.

SECTION 1302. Satisfaction of Sinking Fund Payments with
Securities.

Subject to Section 1303, in lieu of making all or any part of any
mandatory sinking fund payment with respect to any Securities of a series in
cash, the Company may at its option (1) deliver to the Trustee Outstanding
Securities of a series (other than any previously called for redemption)
theretofore purchased or otherwise acquired by the Company together in the case
of any Bearer Securities of such series with all unmatured coupons appertaining
thereto, and/or (2) receive credit for the principal amount of Securities of
such series which have been previously delivered to the Trustee by the Company
or for Securities of such series which have been redeemed either at the election
of the Company pursuant to the terms of such Securities or through the
application of permitted optional sinking fund payments pursuant to the terms of
such Securities, in each case in satisfaction of all or any part of any
mandatory sinking fund payment with respect to the Securities of the same series
required to be made pursuant to the terms of such Securities as provided for by
the terms of such series; provided, however, that such Securities have not been
previously so credited. Such Securities shall be received and credited for such
purpose by the Trustee at the Redemption Price specified in such Securities for
redemption through operation of the sinking fund and the amount of such
mandatory sinking fund payment shall be reduced accordingly.

SECTION 1303. Redemption of Securities for Sinking Fund.

Not less than 60 days prior to each sinking fund payment date for
any series of Securities, the Company will deliver to the Trustee an Officers'
Certificate specifying the amount of the next ensuing sinking fund payment for
that series pursuant to the terms of that series, the portion thereof, if any,
which is to be satisfied by payment of cash in the Currency in which the
Securities of such series are payable (except as otherwise specified pursuant to
Section 301 for the Securities of such series and except, if applicable, as
provided in Sections 312(b), 312(d) and 312(e)) and the portion thereof, if any,
which is to be satisfied by delivering or crediting Securities of that series
pursuant to Section 1302 (which Securities will, if not previously delivered,
accompany such certificate) and whether the Company intends to exercise its
right to make a permitted optional sinking fund payment with respect to such
series. Such certificate shall be irrevocable and upon its delivery the Company
shall be obligated to make the cash payment or payments therein referred to, if
any, on or before the next succeeding sinking fund payment date. In the case of
the failure
<PAGE>

100

of the Company to deliver such certificate, the sinking fund payment due on the
next succeeding sinking fund payment date for that series shall be paid entirely
in cash and shall be sufficient to redeem the principal amount of such
Securities subject to a mandatory sinking fund payment without the option to
deliver or credit Securities as provided in Section 1302 and without the right
to make any optional sinking fund payment, if any, with respect to such series.

Notwithstanding the foregoing, with respect to a sinking fund for
any series of Securities, if at any time the amount of cash to be paid into such
sinking fund on the next succeeding sinking fund payment date, together with any
unused balance of any preceding sinking fund payment or payments for such
series, does not exceed in the aggregate $100,000, the Trustee, unless requested
by the Company, shall not give the next succeeding notice of the redemption of
Securities of such series through the operation of the sinking fund. Any such
unused balance of moneys deposited in such sinking fund shall be added to the
sinking fund payment for such series to be made in cash on the next succeeding
sinking fund payment date or, at the written request of the Company, shall be
applied at any time or from time to time to the purchase of Securities of such
series, by public or private purchase, in the open market or otherwise, at a
purchase price for such Securities (excluding accrued interest and brokerage
commissions, for which the Trustee or any Paying Agent will be promptly
reimbursed by the Company) not in excess of the principal amount thereof.
<PAGE>

101

ARTICLE FOURTEEN

REPAYMENT AT OPTION OF HOLDERS

SECTION 1401. Applicability of Article.

Repayment of Securities of any series before their Stated Maturity
at the option of Holders thereof shall be made in accordance with the terms of
such Securities and (except as otherwise specified as contemplated by Section
301 for Securities of any series) in accordance with this Article.

SECTION 1402. Repayment of Securities.

Securities of any series subject to repayment in whole or in part at
the option of the Holders thereof will, unless otherwise provided in the terms
of such Securities, be repaid at a price equal to the principal amount thereof,
together with interest, if any, thereon accrued to the Repayment Date specified
in or pursuant to the terms of such Securities. The Company covenants that on or
before the Repayment Date it will deposit with the Trustee or with a Paying
Agent (or, if the Company is acting as its own Paying Agent, segregate and hold
in trust as provided in Section 1003) an amount of money in the Currency in
which the Securities of such series are payable (except as otherwise specified
pursuant to Section 301 for the Securities of such series and except, if
applicable, as provided in Sections 312(b), 312(d) and 312(e)) sufficient to pay
the principal (or, if so provided by the terms of the Securities of any series,
a percentage of the principal) of and (except if the Repayment Date shall be an
Interest Payment Date) accrued interest, if any, on, all the Securities or
portions thereof, as the case may be, to be repaid on such date.

SECTION 1403. Exercise of Option.

102

The principal amount of any Security providing for repayment at the option of
the Holder thereof may not be repaid in part if, following such repayment, the
unpaid principal amount of such Security would be less than the minimum
authorized denomination of Securities of the series of which such Security to be
repaid is a part. Except as otherwise may be provided by the terms of any
Security providing for repayment at the option of the Holder thereof, exercise
of the repayment option by the Holder shall be irrevocable unless waived by the
Company.

SECTION 1404. When Securities Presented for Repayment Become Due
and Payable.

If Securities of any series providing for repayment at the option of
the Holders thereof shall have been surrendered as provided in this Article and
as provided by or pursuant to the terms of such Securities, such Securities or
the portions thereof, as the case may be, to be repaid shall become due and
payable and shall be paid by the Company on the Repayment Date therein
specified, and on and after such Repayment Date (unless the Company shall
default in the payment of such Securities on such Repayment Date) such
Securities shall, if the same were interest-bearing, cease to bear interest and
the coupons for such interest appertaining to any Bearer Securities so to be
repaid, except to the extent provided below, shall be void. Upon surrender of
any such Security for repayment in accordance with such provisions, together
with all coupons, if any, appertaining thereto maturing after the Repayment
Date, the principal amount of such Security so to be repaid shall be paid by the
Company, together with accrued interest, if any, to the Repayment Date;
provided, however, that coupons whose Stated Maturity is on or prior to the
Repayment Date shall be payable only at an office or agency located outside the
United States (except as otherwise provided in Section 1002) and, unless
otherwise specified pursuant to Section 301, only upon presentation and
surrender of such coupons; and provided further that, in the case of Registered
Securities, installments of interest, if any, whose Stated Maturity is on or
prior to the Repayment Date shall be payable to the Holders of such Securities,
or one or more Predecessor Securities, registered as such at the close of
business on the relevant Record Dates according to their terms and the
provisions of Section 307.

If any Bearer Security surrendered for repayment shall not be
accompanied by all appurtenant coupons maturing after the Repayment Date, such
Security may be paid after deducting from the amount payable therefor as
provided in Section 1402 an amount equal to the face amount of all such missing
coupons, or the surrender of such missing coupon or coupons may be waived by the
Company and the Trustee if there be furnished to them such security or indemnity
as they may require to save each of them and any Paying Agent harmless. If
thereafter the Holder of such Security shall surrender to the Trustee or any
Paying Agent any such missing coupon in respect of which a deduction shall have
been made as provided in the preceding sentence, such Holder shall be entitled
to receive the amount so deducted; provided, however, that interest represented
by coupons shall be payable only at an
<PAGE>

103

office or agency located outside the United States (except as otherwise provided
in Section 1002) and, unless otherwise specified as contemplated by Section 301,
only upon presentation and surrender of those coupons.

SECTION 1405. Securities Repaid in Part.

ARTICLE FIFTEEN

DEFEASANCE AND COVENANT DEFEASANCE

SECTION 1501. Company's Option to Effect Defeasance or Covenant
Defeasance.

Except as otherwise specified as contemplated by Section 301 for
Securities of any series, the provisions of this Article Fifteen shall apply to
each series of Securities, and the Company may, at its option, effect defeasance
of the Securities of or within a series under Section 1502, or covenant
defeasance of or within a series under Section 1503 in accordance with the terms
of such Securities and in accordance with this Article.

SECTION 1502. Defeasance and Discharge.

104

only for the purposes of Section 1505 and the other Sections of this Indenture
referred to in (A) and (B) below, and to have satisfied all its other
obligations under such Securities and any related coupons and this Indenture
insofar as such Securities and any related coupons are concerned (and the
Trustee, at the expense of the Company, shall execute proper instruments
acknowledging the same), except for the following which shall survive until
otherwise terminated or discharged hereunder: (A) the rights of Holders of such
Outstanding Securities and any related coupons to receive, solely from the trust
fund described in Section 1504 and as more fully set forth in such Section,
payments in respect of the principal of (and premium, if any) and interest, if
any, on such Securities and any related coupons when such payments are due, (B)
the Company's obligations with respect to such Securities under Sections 304,
305, 306, 1002 and 1003, (C) the rights, powers, trusts, duties and immunities
of the Trustee hereunder and (D) this Article Fifteen. Subject to compliance
with this Article Fifteen, the Company may exercise its option under this
Section 1502 notwithstanding the prior exercise of its option under Section 1503
with respect to such Securities and any related coupons.

SECTION 1503. Covenant Defeasance.

Upon the Company's exercise of the above option applicable to this
Section with respect to any Securities of or within a series, the Company shall
be released from its obligations under any covenant under Article Eight and in
Sections 1004 through 1012, and, if specified pursuant to Section 301, its
obligations under any other covenant, with respect to such Outstanding
Securities and any related coupons on and after the date the conditions set
forth in Section 1504 are satisfied (hereinafter, "covenant defeasance"), and
such Securities and any related coupons shall thereafter be deemed not to be
"Outstanding" for the purposes of any direction, waiver, consent or declaration
or Act of Holders (and the consequences of any thereof) in connection with such
covenants, but shall continue to be deemed "Outstanding" for all other purposes
hereunder. For this purpose, such covenant defeasance means that, with respect
to such Outstanding Securities and any related coupons, the Company may omit to
comply with and shall have no liability in respect of any term, condition or
limitation set forth in any such covenant, whether directly or indirectly, by
reason of any reference elsewhere herein to any such covenant or by reason of
reference in any such covenant to any other provision herein or in any other
document and such omission to comply shall not constitute a Default or an Event
of Default under Section 501(4) or Section 501(9) or otherwise, as the case may
be, but, except as specified above, the remainder of this Indenture and such
Securities and any related coupons shall be unaffected thereby. In addition,
upon the Company's exercise under Section 1501 of the option applicable to
Section 1503, Sections 501(4) through (6) shall not constitute Events of
Default.
<PAGE>

105

SECTION 1504. Conditions to Defeasance or Covenant Defeasance.

The following shall be the conditions to application of either
Section 1502 or Section 1503 to any Outstanding Securities of or within a series
and any related coupons:

(1) The Company shall irrevocably have deposited or caused to be
deposited with the Trustee (or another trustee satisfying the requirements
of Section 607 who shall agree to comply with the provisions of this
Article Fifteen applicable to it) as trust funds in trust for the purpose
of making the following payments, specifically pledged as security for,
and dedicated solely to, the benefit of the Holders of such Securities and
any related coupons, (A) an amount (in such Currency in which such
Securities and any related coupons are then specified as payable at Stated
Maturity), or (B) Government Obligations applicable to such Securities
(determined on the basis of the Currency in which such Securities are then
specified as payable at Stated Maturity) which through the scheduled
payment of principal and interest in respect thereof in accordance with
their terms will provide, not later than one day before the due date of
any payment of principal of and premium, if any, and interest, if any,
under such Securities and any related coupons, money in an amount, or (C)
a combination thereof, sufficient, in the opinion of a nationally
recognized firm of independent public accountants expressed in a written
certification thereof delivered to the Trustee, to pay and discharge, and
which shall be applied by the Trustee (or other qualifying trustee) to pay
and discharge, (i) the principal of (and premium, if any) and interest, if
any, on such Outstanding Securities and any related coupons on the Stated
Maturity (or Redemption Date, if applicable) of such principal (and
premium, if any) or installment of interest, if any, and (ii) any
mandatory sinking fund payments or analogous payments applicable to such
Outstanding Securities and any related coupons on the day on which such
payments are due and payable in accordance with the terms of this
Indenture and of such Securities and any related coupons; provided that
the Trustee shall have been irrevocably instructed to apply such money or
the proceeds of such Government Obligations to said payments with respect
to such Securities and any related coupons. Before such a deposit, the
Company may give to the Trustee, in accordance with Section 1102 hereof, a
notice of its election to redeem all or any portion of such Outstanding
Securities at a future date in accordance with the terms of the Securities
of such series and Article Eleven hereof, which notice shall be
irrevocable. Such irrevocable redemption notice, if given, shall be given
effect in applying the foregoing.

106

period ending on the 91st day after the date of such deposit (it being
understood that this condition shall not be deemed satisfied until the
expiration of such period).

(3) No event or condition shall exist that, pursuant to the
provisions of Section 1202 or 1203, would prevent the Company from making
payments of the principal of (and premium, if any) or interest on the
Securities on the date of such deposit or at any time during the period
ending on the 91st day after the date of such deposit (it being understood
that this condition shall not be deemed satisfied until the expiration of
such period).

(5) In the case of an election under Section 1502, the Company shall
have delivered to the Trustee an Opinion of Counsel stating that (x) the
Company has received from, or there has been published by, the Internal
Revenue Service a ruling, or (y) since the date of execution of this
Indenture, there has been a change in the applicable federal income tax
law, in either case to the effect that, and based thereon such opinion
shall confirm that, the Holders of such Outstanding Securities and any
related coupons will not recognize income, gain or loss for federal income
tax purposes as a result of such defeasance and will be subject to federal
income tax on the same amounts, in the same manner and at the same times
as would have been the case if such defeasance had not occurred.

(6) In the case of an election under Section 1503, the Company shall
have delivered to the Trustee an Opinion of Counsel to the effect that the
Holders of such Outstanding Securities and any related coupons will not
recognize income, gain or loss for federal income tax purposes as a result
of such covenant defeasance and will be subject to federal income tax on
the same amounts, in the same manner and at the same times as would have
been the case if such covenant defeasance had not occurred.

(7) In the case of an election under either Section 1502 or 1503,
the Company shall represent to the Trustee that the deposit made by the
Company pursuant to its election under Section 1502 or 1503 was not made
by the Company with the intent of preferring the Holders of Securities of
any series over other creditors of the Company or with the intent of
defeating, hindering, delaying or defrauding creditors of the Company or
others.

(8) Notwithstanding any other provisions of this Section, such
defeasance or covenant defeasance shall be effected in compliance with any
additional or
<PAGE>

107

substitute terms, conditions or limitations in connection therewith
pursuant to Section 301.

(9) The Company shall have delivered to the Trustee an Officers'
Certificate and an Opinion of Counsel, each stating that all conditions
precedent provided for relating to either the defeasance under Section
1502 or the covenant defeasance under Section 1503 (as the case may be)
have been complied with.

SECTION 1505. Deposited Money and Government Obligations to Be Held
in Trust; Other Miscellaneous Provisions.

Subject to the provisions of the last paragraph of Section 1003, all
money and Government Obligations (or other property as may be provided pursuant
to Section 301) (including the proceeds thereof) deposited with the Trustee (or
other qualifying trustee, collectively for purposes of this Section 1505, the
"Trustee") pursuant to Section 1504 in respect of such Outstanding Securities
and any related coupons shall be held in trust and applied by the Trustee, in
accordance with the provisions of such Securities and any related coupons and
this Indenture, to the payment, either directly or through any Paying Agent
(including the Company acting as its own Paying Agent) as the Trustee may
determine, to the Holders of such Securities and any related coupons of all sums
due and to become due thereon in respect of principal (and premium, if any) and
interest, if any, but such money need not be segregated from other funds except
to the extent required by law. Money and U.S. Government Obligations so held in
trust are not subject to Article Twelve.

Unless otherwise specified with respect to any Security pursuant to
Section 301, if, after a deposit referred to in Section 1504(1) has been made,
(a) the Holder of a Security in respect of which such deposit was made is
entitled to, and does, elect pursuant to Section 312(b) or the terms of such
Security to receive payment in a Currency other than that in which the deposit
pursuant to Section 1504(1) has been made in respect of such Security, or (b) a
Conversion Event occurs as contemplated in Section 312(d) or 312(e) or by the
terms of any Security in respect of which the deposit pursuant to Section
1504(1) has been made, the indebtedness represented by such Security and any
related coupons shall be deemed to have been, and will be, fully discharged and
satisfied through the payment of the principal of (and premium, if any) and
interest, if any, on such Security as they become due out of the proceeds
yielded by converting (from time to time as specified below in the case of any
such election) the amount or other property deposited in respect of such
Security into the Currency in which such Security becomes payable as a result of
such election or Conversion Event based on the applicable Market Exchange Rate
for such Currency in effect on the third Business Day prior to each payment
date, except, with respect to a Conversion Event, for such Currency in effect
(as nearly as feasible) at the time of the Conversion Event.
<PAGE>

108

The Company shall pay and indemnify the Trustee against any tax, fee
or other charge imposed on or assessed against the Government Obligations
deposited pursuant to Section 1504 or the principal and interest received in
respect thereof other than any such tax, fee or other charge which by law is for
the account of the Holders of such Outstanding Securities and any related
coupons.

Anything in this Article Fifteen to the contrary notwithstanding,
the Trustee shall deliver or pay to the Company from time to time upon Company
Request any money or Government Obligations (or other property and any proceeds
therefrom) held by it as provided in Section 1504 which, in the opinion of a
nationally recognized firm of independent public accountants expressed in a
written certification thereof delivered to the Trustee, are in excess of the
amount thereof which would then be required to be deposited to effect an
equivalent defeasance or covenant defeasance, as applicable, in accordance with
this Article.

SECTION 1506. Reinstatement.

If the Trustee or any Paying Agent is unable to apply any money in
accordance with Section 1505 by reason of any order or judgment of any court or
governmental authority enjoining, restraining or otherwise prohibiting such
application, then the Company's obligations under this Indenture and such
Securities and any related coupons shall be revived and reinstated as though no
deposit had occurred pursuant to Section 1502 or 1503, as the case may be, until
such time as the Trustee or Paying Agent is permitted to apply all such money in
accordance with Section 1505; provided, however, that if the Company makes any
payment of principal of (or premium, if any) or interest, if any, on any such
Security or any related coupon following the reinstatement of its obligations,
the Company shall be subrogated to the rights of the Holders of such Securities
and any related coupons to receive such payment from the money held by the
Trustee or Paying Agent.

ARTICLE SIXTEEN

MEETINGS OF HOLDERS OF SECURITIES

SECTION 1601. Purposes for Which Meetings May Be Called.

If Securities of a series are issuable as Bearer Securities, a
meeting of Holders of Securities of such series may be called at any time and
from time to time pursuant to this Article to make, give or take any request,
demand, authorization, direction, notice, consent, waiver or other action
provided by this Indenture to be made, given or taken by Holders of Securities
of such series.
<PAGE>

109

SECTION 1602. Call, Notice and Place of Meetings.

(a) The Trustee may at any time call a meeting of Holders of
Securities of any series for any purpose specified in Section 1601, to be held
at such time and at such place in The City of New York or in London as the
Trustee shall determine. Notice of every meeting of Holders of Securities of any
series, setting forth the time and the place of such meeting and in general
terms the action proposed to be taken at such meeting, shall be given, in the
manner provided for in Section 106, not less than 21 nor more than 180 days
prior to the date fixed for the meeting.

(b) In case at any time the Company, pursuant to a Board Resolution,
or the Holders of at least 10% in principal amount of the Outstanding Securities
of any series shall have requested the Trustee to call a meeting of the Holders
of Securities of such series for any purpose specified in Section 1601, by
written request setting forth in reasonable detail the action proposed to be
taken at the meeting, and the Trustee shall not have made the first publication
of the notice of such meeting within 21 days after receipt of such request or
shall not thereafter proceed to cause the meeting to be held as provided herein,
then the Company or the Holders of Securities of such series in the amount above
specified, as the case may be, may determine the time and the place in The City
of New York or in London for such meeting and may call such meeting for such
purposes by giving notice thereof as provided in paragraph (a) of this Section.

SECTION 1603. Persons Entitled to Vote at Meetings.

To be entitled to vote at any meeting of Holders of Securities of
any series, a Person shall be (1) a Holder of one or more Outstanding Securities
of such series, or (2) a Person appointed by an instrument in writing as proxy
for a Holder or Holders of one or more Outstanding Securities of such series by
such Holder of Holders. The only Persons who shall be entitled to be present or
to speak at any meeting of Holders of Securities of any series shall be the
Person entitled to vote at such meeting and their counsel, any representatives
of the Trustee and its counsel and any representatives of the Company and its
counsel.

SECTION 1604. Quorum; Action.

The Persons entitled to vote a majority in principal amount of the
Outstanding Securities of a series shall constitute a quorum for a meeting of
Holders of Securities of such series; provided, however, that, if any action is
to be taken at such meeting with respect to a consent or waiver which this
Indenture expressly provides may be given by the Holders of not less than a
specified percentage in principal amount of the Outstanding Securities of a
series, the Persons entitled to vote such specified percentage in principal
amount of the Outstanding Securities of such series shall constitute a quorum.
In the absence of a quorum
<PAGE>

110

within 30 minutes of the time appointed for any such meeting, the meeting shall,
if convened at the request of Holders of Securities of such series, be
dissolved. In any other case the meeting may be adjourned for a period of not
less than 10 days as determined by the chairman of the meeting prior to the
adjournment of such meeting. In the absence of a quorum at any such adjourned
meeting, such adjourned meeting may be further adjourned for a period of not
less than 10 days as determined by the chairman of the meeting prior to the
adjournment of such adjourned meeting. Notice of the reconvening of any
adjourned meeting shall be given as provided in Section 1602(a), except that
such notice need be given only once not less than five days prior to the date on
which the meeting is scheduled to be reconvened. Notice of the reconvening of
any adjourned meeting shall state expressly the percentage, as provided above,
of the principal amount of the Outstanding Securities of such series which shall
constitute a quorum.

Subject to the foregoing, at the reconvening of any meeting
adjourned for lack of a quorum the Persons entitled to vote 25% in principal
amount of the Outstanding Securities at the time shall constitute a quorum for
the taking of any action set forth in the notice of the original meeting.

Except as limited by the proviso to Section 902, any resolution
presented to a meeting or adjourned meeting duly reconvened at which a quorum is
present as aforesaid may be adopted by the affirmative vote of the Holders of
not less than a majority in principal amount of the Outstanding Securities of
such series; provided, however, that, except as limited by the proviso to
Section 902, any resolution with respect to any request, demand, authorization,
direction, notice, consent, waiver or other action which this Indenture
expressly provides may be made, given or taken by the Holders of a specified
percentage, which is less than a majority, in principal amount of the
Outstanding Securities of a series may be adopted at a meeting or an adjourned
meeting duly reconvened and at which a quorum is present as aforesaid by the
affirmative vote of the Holders of not less than such specified percentage in
principal amount of the Outstanding Securities of such series.

Notwithstanding the foregoing provisions of this Section 1604, if
any action is to be taken at a meeting of Holders of Securities of any series
with respect to any request, demand, authorization, direction, notice, consent,
waiver or other action that this Indenture expressly provides may be made, given
or taken by the Holders of a specified percentage in principal amount of all
Outstanding Securities affected thereby, or of the Holders of such series and
one or more additional series:
<PAGE>

111

(i) there shall be no minimum quorum requirement for such meeting;
and

(ii) the principal amount of the Outstanding Securities of such
series that vote in favor of such request, demand, authorization,
direction, notice, consent, waiver or other action shall be taken into
account in determining whether such request, demand, authorization,
direction, notice, consent, waiver or other action has been made, given or
taken under this Indenture.

SECTION 1605. Determination of Voting Rights; Conduct and
Adjournment of Meetings.

(a) Notwithstanding any provisions of this Indenture, the Trustee
may make such reasonable regulations as it may deem advisable for any meeting of
Holders of Securities of a series in regard to proof of the holding of
Securities of such series and of the appointment of proxies and in regard to the
appointment and duties of inspectors of votes, the submission and examination of
proxies, certificates and other evidence of the right to vote, and such other
matters concerning the conduct of the meeting as its shall deem appropriate.
Except as otherwise permitted or required by any such regulations, the holding
of Securities shall be proved in the manner specified in Section 104 and the
appointment of any proxy shall be proved in the manner specified in Section 104
or by having the signature of the person executing the proxy witnessed or
guaranteed by any trust company, bank or banker authorized by Section 104 to
certify to the holding of Bearer Securities. Such regulations may provide that
written instruments appointing proxies, regular on their face, may be presumed
valid and genuine without the proof specified in Section 104 or other proof.

(b) The Trustee shall, by an instrument in writing appoint a
temporary chairman of the meeting, unless the meeting shall have been called by
the Company or by Holders of Securities as provided in Section 1602(b), in which
case the Company or the Holders of Securities of the series calling the meeting,
as the case may be, shall in like manner appoint a temporary chairman. A
permanent chairman and a permanent secretary of the meeting shall be elected by
vote of the Persons entitled to vote a majority in principal amount of the
Outstanding Securities of such series represented at the meeting.

(c) At any meeting each Holder of a Security of such series or proxy
shall be entitled to one vote for each $1,000 principal amount of Outstanding
Securities of such series held or represented by him (determined as specified in
the definition of "Outstanding" in Section 101); provided, however, that no vote
shall be cast or counted at any meeting in respect of any Security challenged as
not Outstanding and ruled by the chairman of the meeting to be not Outstanding.
The chairman of the meeting shall have no right to vote, except as a Holder of a
Security of such series or proxy.
<PAGE>

112

(d) Any meeting of Holders of Securities of any series duly called
pursuant to Section 1602 at which a quorum is present may be adjourned from time
to time by Persons entitled to vote a majority in principal amount of the
Outstanding Securities of such series represented at the meeting; and the
meeting may be held as so adjourned without further notice.

SECTION 1606. Counting Votes and Recording Action of Meetings.

The vote upon any resolution submitted to any meeting of Holders of
Securities of any series shall be by written ballots on which shall be
subscribed the signatures of the Holders of Securities of such series or of
their representatives by proxy and the principal amounts and serial numbers of
the Outstanding Securities of such series held or represented by them. The
permanent chairman of the meeting shall appoint two inspectors of votes who
shall count all votes cast at the meeting for or against any resolution and who
shall make and file with the secretary of the meeting their verified written
reports in duplicate of all votes cast at the meeting. A record, at least in
duplicate, of the proceedings of each meeting of Holders of Securities of any
series shall be prepared by the Secretary of the meeting and there shall be
attached to said record the original reports of the inspectors of votes on any
vote by ballot taken thereat and affidavits by one or more persons having
knowledge of the facts setting forth a copy of the notice of the meeting and
showing that said notice was given as provided in Section 1602 and, if
applicable, Section 1604. Each copy shall be signed and verified by the
affidavits of the permanent chairman and secretary of the meeting and one such
copy shall be delivered to the Company, and another to the Trustee to be
preserved by the Trustee, the latter to have attached thereto the ballots voted
at the meeting. Any record so signed and verified shall be conclusive evidence
of the matters therein stated.

This Indenture may be executed in any number of counterparts, each
of which so executed shall be deemed to be an original, but all such
counterparts shall together constitute but one and the same Indenture.
<PAGE>

113

IN WITNESS WHEREOF, the parties hereto have caused this Indenture to
be duly executed, and their respective corporate seals to be hereunto affixed
and attested, all as of the day and year first above written.

CABLEVISION SYSTEMS
CORPORATION

By:_______________________________
Name:
Title:

[Seal]

Attest:
THE BANK OF NEW YORK

By:_______________________________
Name:
Title:
[Seal]

Attest:
<PAGE>

114

STATE OF )
) ss.:
COUNTY OF )

On the 7th day of November, 1995, before me personally came, to me
known, who, being by me duly sworn, did depose and say that s/he resides at
; that s/he is of CABLEVISION SYSTEMS
CORPORATION, one of the corporations described in and which executed the above
instrument; that s/he knows the corporate seal of such corporation; that the
seal affixed to said instrument is such corporate seal; that it was so affixed
pursuant to authority of the Board of Directors of such corporation; and that
s/he signed her/his name thereto pursuant to like authority.

(NOTARIAL SEAL)
<PAGE>

115

STATE OF )
) ss.:
COUNTY OF )

On the 7th day of November , 1995, before me personally came, to me
known, who, being by me duly sworn, did depose and say that s/he resides at
; that s/he is of THE BANK OF NEW YORK,
one of the corporations described in and which executed the above instrument;
that s/he knows the corporate seal of such corporation; that the seal affixed to
said instrument is such corporate seal; that it was so affixed pursuant to
authority of the Board of Directors of such corporation; and that s/he signed
her/his name thereto pursuant to like authority.

(NOTARIAL SEAL)
<PAGE>

EXHIBIT A

List of Restricted Subsidiaries

CSC Acquisition - MA, Inc.
CSC Acquisition - NY, Inc.
CSC Acquisition Corporation
Cablevision Area 9 Corporation
Cablevision Fairfield Corporation
Cablevision Finance Corporation
Cablevision Finance Limited Partnership
Cablevision of Cleveland G.P., Inc.
Cablevision of Cleveland L.P., Inc.
Cablevision of Cleveland, L.P.
Cablevision Programming of Southern Connecticut, Limited
Partnership
Cablevision Systems Dutchess Corporation
Cablevision Systems East Hampton Corporation
Cablevision Systems Great Neck Corporation
Cablevision Systems Huntington Corporation
Cablevision Systems Islip Corporation
Cablevision Systems Long Island Corporation
Cablevision Systems New York City Corporation
Cablevision Systems Suffolk Corporation
Cablevision Systems Westchester Corporation
Cablevision Systems of Southern Connecticut Limited
Partnership
Cablevision of Connecticut Corporation
Cablevision of Connecticut Limited Partnership
Cablevision of Michigan, Inc.
Cablevision of New Jersey, Inc.
Cablevision of New York City - Master L.P.
Cablevision of New York City - Phase I L.P.
Communications Development Corporation
Cablevision Lightpath, Inc. (f/k/a NuComm Test, Inc.)
NYC GP Corp.
NYC LP Corp.
<PAGE>

EXHIBIT B-1

FORM OF CERTIFICATE TO BE GIVEN BY
PERSON ENTITLED TO RECEIVE BEARER SECURITY
OR TO OBTAIN INTEREST PAYABLE PRIOR
TO THE EXCHANGE DATE

CERTIFICATE

[Insert title or sufficient description
of Securities to be delivered]

This is to certify that as of the date hereof, and except as set
forth below, the above-captioned Securities held by you for our account (i) are
owned by person(s) that are not citizens or residents of the United States,
domestic partnerships, domestic corporations or any estate or trust the income
of which is subject to United States federal income taxation regardless of its
source ("United States persons(s)"), (ii) are owned by United States person(s)
that are (a) foreign branches of United States financial institutions (financial
institutions, as defined in United States Treasury Regulations Section
2.165-12(c)(1)(v) are herein referred to as "financial institutions") purchasing
for their own account or for resale, or (b) United States person(s) who acquired
the Securities through foreign branches of United States financial institutions
and who hold the Securities through such United States financial institutions on
the date hereof (and in either case (a) or (b), each such United States
financial institution hereby agrees, on its own behalf or through its agent,
that you may advise Cablevision Systems Corporation or its agent that such
financial institution will comply with the requirements of Section 165(j)(3)(A),
(B) or (C) of the United States Internal Revenue Code of 1986, as amended, and
the regulations thereunder), or (iii) are owned by United States or foreign
financial institution(s) for purposes of resale during the restricted period (as
defined in United States Treasury Regulations Section 1.163-5(c)(2)(i)(D)(7)),
and, in addition, if the owner is a United States or foreign financial
institution described in clause (iii) above (whether or not also described in
clause (i) or (ii)), this is to further certify that such financial institution
has not acquired the Securities for purposes of resale directly or indirectly to
a United States person or to a person within the United States or its
possessions.

We undertake to advise you promptly by tested telex on or prior to
the date on which you intend to submit your certification relating to the
above-captioned Securities held by you for our account in accordance with your
Operating Procedures if any applicable

B-1-1
<PAGE>

statement herein is not correct on such date, and in the absence of any such
notification it may be assumed that this certification applies as of such date.

We understand that this certificate may be required in connection
with certain tax legislation in the United States. If administrative or legal
proceedings are commenced or threatened in connection with which this
certificate is or would be relevant, we irrevocably authorize you to produce
this certificate or a copy thereof to any interested party in such proceedings.

Dated:

[To be dated no earlier than the 15th day
prior to (i) the Exchange Date or (ii) the
relevant Interest Payment Date occurring
prior to the Exchange Date, as applicable]

[Name of Person Making Certification]

___________________________________
(Authorized Signatory)
Name:
Title:

B-1-2
<PAGE>

EXHIBIT B-2

FORM OF CERTIFICATE TO BE GIVEN BY EUROCLEAR
AND CEDEL S.A. IN
CONNECTION WITH THE EXCHANGE OF A PORTION OF A
TEMPORARY GLOBAL SECURITY OR TO OBTAIN INTEREST
PAYABLE PRIOR TO THE EXCHANGE DATE

CERTIFICATE

[Insert title or sufficient description
of Securities to be delivered]

This is to certify that based solely on written certifications that
we have received in writing, by tested telex or by electronic transmission from
each of the persons appearing in our records as persons entitled to a portion of
the principal amount set forth below (our "Member Organizations") substantially
in the form attached hereto, as of the date hereof, [U.S.$]__________ principal
amount of the above-captioned Securities (i) is owned by person(s) that are not
citizens or residents of the United States, domestic partnerships, domestic
corporations or any estate or trust the income of which is subject to United
States Federal income taxation regardless of its source ("United States
person(s)"), (ii) is owned by United States person(s) that are (a) foreign
branches of United States financial institutions (financial institutions, as
defined in U.S. Treasury Regulations Section 1.165-12(c)(1)(v) are herein
referred to as "financial institutions") purchasing for their own account or for
resale, or (b) United States person(s) who acquired the Securities through
foreign branches of United States financial institutions and who hold the
Securities through such United States financial institutions on the date hereof
(and in either case (a) or (b), each such financial institution has agreed, on
its own behalf or through its agent, that we may advise Cablevision Systems
Corporation or its agent that such financial institution will comply with the
requirements of Section 165(j)(3)(A), (B) or (C) of the Internal Revenue Code of
1986, as amended, and the regulations thereunder), or (iii) is owned by United
States or foreign financial institution(s) for purposes of resale during the
restricted period (as defined in United States Treasury Regulations Section
1.163-5(c)(2)(i)(D)(7)) and, to the further effect, that financial institutions
described in clause (iii) above (whether or not also described in clause (i) or
(ii)) have certified that they have not acquired the Securities for purposes of
resale directly or indirectly to a United States person or to a person within
the United States or its possessions.

B-2-1
<PAGE>

We further certify that (i) we are not making available herewith for
exchange (or, if relevant, collection of any interest) any portion of the
temporary global Security representing the above-captioned Securities excepted
in the above-referenced certificates of Member Organizations and (ii) as of the
date hereof we have not received any notification from any of our Member
Organizations to the effect that the statements made by such Member
Organizations with respect to any portion of the part submitted herewith for
exchange (or, if relevant, collection of any interest) are no longer true and
cannot be relied upon as of the date hereof.

Dated:

[To be dated no earlier than the Exchange
Date or the relevant Interest Payment Date
occurring prior to the Exchange Date, as
applicable]

[MORGAN GUARANTY TRUST
COMPANY OF NEW YORK,
BRUSSELS OFFICE, as Operator of the
Euroclear System]
[CEDEL S.A.]

By_________________________________

B-2-2

<PAGE>

EXHIBIT 5.1

[Letterhead of Cablevision Systems Corporation]

January 20, 1998

Cablevision Systems Corporation,
One Media Croasways
Woodbury, NY 11797.

Ladies and Gentlemen:

I am Executive Vice President, General Counsel and Secretary of
Cablevision Systems Corporation, a Delaware corporation ("Cablevision"),
and, in such capacity, have acted as counsel for Cablevision in connection
with the registration under the Securities Act of 1933, as amended (the
"Act"), of up to 32,773,115 shares of Class A Common Stock, par value $0.01
per share (the "Class A Securities"), of CSC Parent Corporation, a
Delaware corporation and a wholly owned subsidiary of Cablevision
("Parent"), and of up to 11,096,709 shares of Class B Common Stock, par value
$0.01 per share (the "Class B Securities" and, together with the Class A
Securities, the "Securities"), of Parent. In that capacity, I have examined
such corporate records, certificates and other documents, and such questions
of law, as I have considered necessary or appropriate for the purposes of
this opinion. The Securities are intended to be issued by Parent in
connection with the consummation of the transactions contemplated by the
Amended and Restated Contribution and Merger Agreement, dated as of June 6,
1997 (the "Contribution and Merger Agreement"), among Cablevision, TCI
Communications, Inc., a Delaware corporation ("TCI"), Parent and CSC Merger
Corporation, a Delaware corporation.

Upon the basis of such examination, I advise you that, in my
opinion, when the Registration Statement on Form S-4 of Parent relating to
the Securities (the "Registration Statement") has become effective under the

<PAGE>

Cablevision Systems Corporation -2-

Act, the Merger and the Contribution (as such terms are defined in the
Contribution and Merger Agreement) have been consummated in accordance with
the terms and conditions of the Contribution and Merger Agreement, the
Partnership Contribution (as defined in the Registration Statement) has been
consummated in accordance with the Partnership Contribution Agreement (as
defined in the Contribution and Merger Agreement), the certificates
representing the Securities have been duly signed by Parent and countersigned
by the transfer agent and registrar of Parent, and the Securities have been
duly issued and sold as contemplated by the Registration Statement, the
Securities will be validly issued, fully paid and non-assessable.

The foregoing opinion is limited to the Federal laws of the United
States and the General Corporation Law of the State of Delaware, and I am
expressing no opinion as to the effect of the laws of any other jurisdiction.

I hereby consent to the filing of this opinion as to an exhibit to
the Registration Statement and to the reference to me under the heading
"Certain Legal Matters" in the Proxy Statement/Prospectus, contained therein.
In giving such consent, I do not thereby admit that I am in the category of
persons whose consent is required under Section 7 of the Act.

Very truly yours,

/s/ Robert S. Lemle
------------------------------------
Robert S. Lemle
Executive Vice President, General
Counsel and Secretary

<PAGE>

Sullivan & Cromwell Tax Opinion

January 20, 1998

Cablevision Systems Corporation and
CSC Parent Corporation
One Media Crossways
Woodbury, New York 11797

Ladies and Gentlemen:

We have acted as counsel to Cablevision Systems Corporation, a
Delaware corporation ("CSC"), and CSC Parent Corporation, a Delaware
corporation ("Parent"), in connection with the Merger, the Contribution and
the issuance of the Stock Consideration contemplated by the Amended and
Restated Contribution and Merger Agreement dated as of June 6, 1997 among TCI
Communications, Inc. ("TCIC"), CSC, Parent and CSC Merger Corporation (the
"Contribution and Merger Agreement"). We render this opinion to you pursuant
to Section 7.1(h) of the Contribution and Merger Agreement. Except as
otherwise indicated below, capitalized terms used but not defined herein
shall have the meaning ascribed to them in the Contribution and Merger
Agreement.

<PAGE>

collectively, the "TCI Transferors") dated January 15, 1998 and such other
documents as we have deemed necessary or appropriate. In connection with this
opinion, with your consent, we have assumed and our opinion is expressly
conditioned upon, among other things, the accuracy of all of such facts,
information, covenants, statements and representations, and as to such
statements and representations qualified by knowledge, that such statements and
representations will be consistent with the underlying facts as of the
Effective Time and the Contribution Closing.

In connection with this opinion, with your consent, we have also
assumed that the Merger will be consummated at the Effective Time, and that the
Contribution and the issuance of the Stock Consideration will be consummated at
the Contribution Closing, each pursuant to and in accordance with the terms of
the Contribution and Merger Agreement, except that (a) the Charter Amendments
will not be made, (b) Class A Common Stock of Parent will be issued directly to
the TCI Transferors and (c) the Assumed Liabilities that are owed by the
Contributed Entities will not be assumed directly by Parent.

In rendering our opinion, we have considered the applicable provisions
of the Code, Treasury Regulations promulgated thereunder, pertinent judicial
authorities, interpretive rulings of the IRS, and such other authorities as we
have deemed appropriate under the circumstances. All such authorities are
subject to change, and any of such changes could apply retroactively.

OPINION

Based upon the foregoing and such other matters of fact and law as we
have considered necessary or appropriate for purposes of this opinion, we are
of the opinion that under current law the Merger, the Contribution and the
issuance of the Stock Consideration, taken together, will constitute an
exchange described in Section 351 of the Code. Accordingly, for U.S. federal
income tax purposes:

(i) no gain or loss will be recognized by CSC or Parent in the Merger, the
Contribution and the issuance of the Stock Consideration;

-2-
<PAGE>

(ii) CSC stockholders who exchange their shares of CSC Common Stock
solely for Parent Common Stock will not recognize any gain or
loss;

(iii) the tax basis of the Parent Common Stock received by such a
CSC stockholder will be the same as the CSC stockholder's tax
basis in the shares of CSC Common Stock surrendered therefor;
and

(iv) the holding period of the Parent Common Stock received by a
CSC stockholder will include the holding period of the CSC
Common Stock surrendered therefor if such CSC Common Stock was
held as a capital asset.

The tax consequences described above may not be applicable to a CSC
stockholder who acquired CSC Common Stock pursuant to the exercise of an
employee stock option or otherwise as compensation.

We express no opinion as to the effect of the Merger, the
Contribution and the issuance of the Stock Consideration on Parent, TCI, any
TCI Transferor or any Affiliate of any of them in respect of (a) any
obligation constituting indebtedness for U.S. federal income tax purposes or
any security of the type described in Sections 475(c)(2)(D) or (E) of the
Code that, in either case, is outstanding at the Effective Time or the
Contribution Closing and either is issued by TCI or any of its Subsidiaries
and owned by CSC or any of its Subsidiaries or is issued by CSC or any of its
Subsidiaries and owned by TCI or any of its Subsidiaries or (b) the payment
by Fiber-Tech of the Fiber-Tech Cash. We also express no opinion as to the
effect of the payment by CSC or Parent of any expenses of any other party to
the Merger, the Contribution or the issuance of the Stock Consideration.

-3-
<PAGE>

Merger Agreement. This opinion is solely for your benefit and is not to be
used, circulated, quoted or otherwise referred to for any purpose without our
express written consent.

We hereby consent to the use of our name in the sections of the S-4
entitled "Certain Federal Income Tax Consequences of the Transactions" and
"Legal Matters" and to the filing of this opinion with the Commission as an
exhibit to the S-4. In giving such consent we do not hereby admit that we are
within the category of persons whose consent is required under Section 7 of
the Securities Act of 1933, as amended, or the rules and regulations of the
Commission promulgated thereunder.

Very truly yours,

/s/ SULLIVAN & CROMWELL

-4-

<PAGE>

EXHIBIT 8.2

OPINION OF SHERMAN & HOWARD L.L.C.

January 20, 1998

Tele-Communications, Inc.
5619 DTC Parkway
Englewood, CO 80217-5630

TCI Communications, Inc.
5619 DTC Parkway
Englewood, CO 80217-5630

Ladies and Gentlemen:

We have acted as counsel to Tele-Communications, Inc., a Delaware
corporation ("TCI"), and TCI Communications, Inc., a Delaware corporation
("TCIC"), in connection with the Merger, the Contribution and the issuance
of the Stock Consideration (the "Issuance") contemplated by the Amended and
Restated Contribution and Merger Agreement dated as of June 6, 1997 among
TCIC, Cablevision Systems Corporation ("CSC"), CSC Parent Corporation
("Parent") and CSC Merger Corporation (the "Contribution and Merger Agreement").
We render this opinion to you pursuant to Section 7.4(e) of the Contribution
and Merger Agreement. Except as otherwise indicated below, capitalized terms
used but not defined herein shall have the meaning ascribed to them in the
Contribution and Merger Agreement.

In rendering our opinion, we have examined and relied upon the
accuracy and completeness of the facts, information, covenants, statements
and representations set forth in the Contribution and Merger Agreement, the
Proxy Statement/Prospectus of CSC and Parent included in the Registration
Statement on Form S-4 (the "S-4"), as amended, filed with the Securities and
Exchange Commission (the "Commission"), the letters to us from each of CSC,
Parent, Charles F. Dolan and John MacPherson, and TCI, TCIC and each entity
transferring any of the Acquired Assets or the Contributed Subsidiary Capital
Stock to Parent in the Contribution (such transferring entities,
collectively, the "TCI Transferors") dated January 20, 1998, and such other
documents as we have deemed necessary or appropriate. In connection with this
opinion, with your consent, we have assumed and our opinion is expressly
conditioned upon, among other things, the accuracy of all of such facts,
information, covenants, statements and representations, and as to such
statements and representations qualified by knowledge, that such statements
and representations will be consistent with the underlying facts as of the
Effective Time and the Contribution Closing.

In connection with this opinon, with your consent, we have also
assumed that the Merger will be consummated at the Effective Time and that
the Contribution and the Issuance will be consummated at the Contribution
Closing, each pursuant to and in accordance with the terms of the
Contribution and Merger Agreement, except that (a) the Charter Amendments
will not be made,

<PAGE>

(b) Class A Common Stock of Parent will be issued directly to the TCI
Transferors and (c) the Assumed Liabilities that are owed by the Contributed
Entities will not be assumed directly by Parent.

In rendering this opinion, we have considered the applicable
provisions of the Code, Treasury Regulations promulgated thereunder,
pertinent judicial authorities, interpretive rulings of the IRS, and such
other authorities as we have deemed appropriate under the circumstances. Our
opinion in this letter is based on such authorities as now in existence. All
such authorities are subject to change, and any of such changes could apply
retroactively. We can give no assurance that, after such change, our opinions
would not be different.

OPINION

Based upon the foregoing and such other matters of fact and law as
we have considered necessary or appropriate for purposes of this opinion, we
are of the opinion that under current law the Merger, the Contribution and the
Issuance, taken together, will constitute an exchange described in Section 351
of the Code.

We express no opinion as to the effect of the Merger, the Contribution
or the Issuance on Parent, TCI, any TCI Transferor or any Affiliate of either in
respect of (a) any obligation constituting indebtedness for U.S. federal income
tax purposes or any security of the type described in Sections 475(c)(2)(D) or
(E) of the Code that, in either case, is outstanding at the Effective Time or
the Contribution Closing and either is issued by TCI or any of its Subsidiaries
and owned by CSC or any of its Subsidiaries or is issued by CSC or

<PAGE>

any of its Subsidiaries and owned by TCI or any of its Subsidiaries or (b) the
payment by Fiber-Tech of the Fiber-Tech Cash. We also express no opinion as to
the effect of the payment by CSC or Parent of any expenses of any other party
to the Merger, the Contribution or the Issuance.

Our opinion is based on existing facts and circumstances and is
conditioned on the assumptions stated above. Except as set forth herein, we
express no other opinion as to the tax consequences (including any applicable
state tax consequences) of the Merger, the Contribution and the Issuance, or any
transactions related thereto including the transactions described on Exhibit A
to the Contribution and Merger Agreement, or as to any other matter. This
opinion is solely for your benefit and is not to be used, circulated, quoted or
otherwise referred to for any purpose without our express written consent. We
undertake no responsibility to update or supplement our opinion.

We hereby consent to the reference to our firm as counsel to TCIC in
the section of the S-4 entitled "Certain Federal Income Tax Consequences of the
Transactions" and to the use of our name in the section of the S-4 entitled
"Legal Matters," and to the filing of this opinion with the Commission as an
exhibit to the S-4. In giving such consent we do not hereby admit that we are
within the category of persons whose consent is required under Section 7 of the
Securities Act of 1933, as amended, or the rules and regulations of the
Commission promulgated thereunder.

Very truly yours,

/s/ SHERMAN & HOWARD L.L.C.

<PAGE>

EXHIBIT 10.49

[CABLEVISION LETTERHEAD]

November 25, 1997

Mr. Charles F. Dolan
Cablevision Systems Corporation
One Media Crossways
Woodbury, New York 11797-2013

CABLEVISION OF NEW YORK CITY

Dear Mr. Dolan:

Pursuant to the Purchase and Reorganization Agreement (the "CNYC
Agreement"), dated as of December 20, 1991, between Cablevision Systems
Corporation ("CSC") and Charles F. Dolan ("Dolan"), Dolan has the right to put
to CSC all, but not less than all, of his partnership interests in Cablevision
of New York City, L.P. ("CNYC") during two periods. The first period (the
"First Put Period") commences on December 1, 1997 and ends on March 31, 1998, or
such later date that the appraisal contemplated by the CNYC Agreement is
completed. The second put period commences on December 1, 1998 and ends on
March 31, 1999, or such later date that the contemplated appraisal is completed.
Capitalized terms not otherwise defined herein have the meanings given them in
the CNYC Agreement.

The put price formula is set forth in section 6.1(a) of the CNYC
Agreement. Pursuant to an agreement between CSC and Dolan, Dolan has agreed to
reduce his put price by $2,730,000, representing a portion of certain payments
made to a group who provided seed capital to CNYC. (The price determined under
said section 6.1(a), as reduced by $2,730,000, the "Adjusted Put Price"). The
CNYC Agreement provides for the determination of the Appraised Equity Value of
CNYC in order to calculate the amount of the Preferential Payment (which is a
portion of the put price), but the Preferential Payment cannot exceed $190
million. CSC agrees that it is not necessary to determine the Appraised Equity
Value of CNYC, because it is clear that any determination would result in a
valuation that would exceed the maximum Preferential Payment under the CNYC
Agreement.

<PAGE>

CSC has entered into a Contribution and Merger Agreement (as it may be
amended, the "TCI Agreement"), dated as of June 6, 1997, with TCI
Communications, Inc. ("TCI"), which provides, INTER ALIA, (a) for the merger of
a new subsidiary of CSC into CSC and the related creation of a new holding
company for CSC ("Holdings"), and the issuance of Holdings Class A and Class B
Common Stock to the holders of CSC Class A and Class B Common Stock,
respectively, and (b) the simultaneous acquisition by Holdings of certain
corporations that own cable television systems and assets from TCI in exchange
for the issuance to TCI of Class A Common Stock of Holdings. Such transactions
are intended to qualify under section 351 of the Internal Revenue Code of 1986,
as amended (the "Code"). It is anticipated that the closing under the TCI
Agreement will take place in the first or second quarter of 1998.

Under the CNYC Agreement, if Dolan exercises his put, CSC may pay the
Adjusted Put Price in cash or in shares of Class B Common Stock, valued at their
then Current Value, which is determined by an appraisal. If CSC elects to pay
in CSC Class B Common Stock and Dolan does not accept the appraised value of the
CSC Class B Common Stock, he may elect to take payment in CSC Class A Common
Stock, valued at its Current Value, which is based on the closing sale price on
the American Stock Exchange for the CSC Class A Common Stock over the 20 trading
days preceding the date of the closing of the purchase and sale pursuant to the
put.

If Dolan exercises his put during the First Put Period, CSC has agreed
to pay the purchase price to Dolan in cash as provided herein. However, CSC
will not be in the financial position to do so until the closing under the TCI
Agreement (the "TCI Closing"). Accordingly, CSC desires that Dolan agree to
defer the commencement of the First Put Period until the TCI Closing. In order
to induce Dolan to agree to the deferral, CSC and Dolan agree as follows:

1. The Preferential Payment is $190 million, and no determination of
the Appraised Equity Value of CNYC shall be required.

2. The First Put Period shall be deferred so it will commence upon
the earlier of (a) July 1, 1998, and (b) the date of the TCI Closing, and
end on the close of business on the 120th day following the date on which
the put first becomes exercisable.

3. On the date of the TCI Closing and thereafter during the First
Put Period, CSC will not be prohibited from paying the Adjusted Put Price
and premium in cash as provided herein by any credit facility, other debt
arrangement or other agreement.

-2-
<PAGE>

4. If Dolan gives CSC at least five days' notice that he intends to
exercise his put on the date of the TCI Closing, CSC will pay Dolan the
Adjusted Put Price in cash by wire transfer on the date of the TCI Closing.
Dolan and CSC will agree to the final amount of the Adjusted Put Price at
least two days prior to the TCI Closing. If Dolan exercises his put at any
other time during the First Put Period, CSC will pay Dolan the Adjusted Put
Price in cash by wire transfer on the fifth business day following receipt
of notice of Dolan's exercise of the put.

5. If Dolan exercises his put during the First Put Period, CSC will
pay Dolan a premium, payable on the date of payment of the Adjusted Put
Price, equal to $4,483,232.

6. If the TCI Closing does not occur prior to July 1, 1998, this
agreement shall terminate and the CNYC Agreement shall remain in effect in
accordance with its terms, except that the First Put Period will commence
on July 1, 1998 and end on October 31, 1998.

Except as provided above, the CNYC Agreement shall continue in effect
in accordance with its terms.

If this correctly reflects our understanding, please sign and return
the extra copy of this letter, whereupon it will become a binding agreement
between CSC and Dolan.

Very truly yours,

CABLEVISION SYSTEMS CORPORATION

By: /s/ William J. Bell
-----------------------------
Title: Vice Chairman
----------------------------

Agreed as of November __, 1997

/s/ Charles F. Dolan
- --------------------------------------
Charles F. Dolan

-3-

<PAGE>

Exhibit 10.56

LEASE AGREEMENT

BETWEEN

NASSAU CABLE BUSINESS TRUST,
a Delaware business trust

as Landlord

and

CABLEVISION SYSTEMS CORPORATION,
a Delaware corporation,

as Tenant

<PAGE>
TABLE OF CONTENTS

Page
----

ARTICLE 1. . . . . . . . . . . . . . . . . . . . . . . . . . . 1
1.1 Lease of Premises; Title and Condition . . . . . . . 1
1.2 Use. . . . . . . . . . . . . . . . . . . . . . . . . 2
1.3 Terms. . . . . . . . . . . . . . . . . . . . . . . . 3
1.4 Rent . . . . . . . . . . . . . . . . . . . . . . . . 3

ARTICLE 2. . . . . . . . . . . . . . . . . . . . . . . . . . . 5
2.1 Net Lease. . . . . . . . . . . . . . . . . . . . . . 5
2.2 Taxes and Assessments; Compliance with Law . . . . . 7
2.3 Liens. . . . . . . . . . . . . . . . . . . . . . . . 8
2.4 Indemnification. . . . . . . . . . . . . . . . . . . 9
2.5 Maintenance and Repair . . . . . . . . . . . . . . . 9
2.6 Permitted Contests . . . . . . . . . . . . . . . . . 10

ARTICLE 3. . . . . . . . . . . . . . . . . . . . . . . . . . . 10
3.1 Procedure Upon Purchase. . . . . . . . . . . . . . . 10
3.2 Condemnation and Casualty. . . . . . . . . . . . . . 11
3.3 Insurance. . . . . . . . . . . . . . . . . . . . . . 17
3.4 Alterations. . . . . . . . . . . . . . . . . . . . . 20
3.5 Severable Alterations. . . . . . . . . . . . . . . . 23
3.6 Purchase Option. . . . . . . . . . . . . . . . . . . 24

ARTICLE 4. . . . . . . . . . . . . . . . . . . . . . . . . . . 25
4.1 Assignment and Subletting. . . . . . . . . . . . . . 25

ARTICLE 5. . . . . . . . . . . . . . . . . . . . . . . . . . . 26
5.1 Conditional Limitations; Default Provisions. . . . . 26
5.2 Bankruptcy or Insolvency . . . . . . . . . . . . . . 29
5.3 Additional Rights of Landlord. . . . . . . . . . . . 31

ARTICLE 6. . . . . . . . . . . . . . . . . . . . . . . . . . . 33
6.1 Notices and Other Instruments. . . . . . . . . . . . 33
6.2 Estoppel Certificates, Financial Information . . . . 33

ARTICLE 7. . . . . . . . . . . . . . . . . . . . . . . . . . . 35
7.1 Environmental Covenant . . . . . . . . . . . . . . . 35
7.2 Environmental Indemnity. . . . . . . . . . . . . . . 39
7.3 Notice . . . . . . . . . . . . . . . . . . . . . . . 40
7.4 Survival . . . . . . . . . . . . . . . . . . . . . . 40

(i)

<PAGE>

ARTICLE 8. . . . . . . . . . . . . . . . . . . . . . . . . . . 40
8.1 Holdover . . . . . . . . . . . . . . . . . . . . . . 40

ARTICLE 9. . . . . . . . . . . . . . . . . . . . . . . . . . . 40
9.1 Completion of Construction . . . . . . . . . . . . . 40
9.2 Completion . . . . . . . . . . . . . . . . . . . . . 41
9.3 Purchase of Premises . . . . . . . . . . . . . . . . 41
9.4 Completion Work. . . . . . . . . . . . . . . . . . . 41

ARTICLE 10 . . . . . . . . . . . . . . . . . . . . . . . . . . 43
10.1 No Merger . . . . . . . . . . . . . . . . . . . . . 43
10.2 Surrender . . . . . . . . . . . . . . . . . . . . . 43
10.3 Merger, Consolidation or Sale of Assets . . . . . . 43
10.4 Separability; Binding Effect. . . . . . . . . . . . 44
10.5 Table of Contents and Headings. . . . . . . . . . . 44
10.6 Counterparts. . . . . . . . . . . . . . . . . . . . 44
10.7 Recording of Lease. . . . . . . . . . . . . . . . . 44
10.8 Rating of the Transaction . . . . . . . . . . . . . 44
10.9 No Waiver, Amendments . . . . . . . . . . . . . . . 45
10.10 No Brokers. . . . . . . . . . . . . . . . . . . . . 45
10.11 Governing Law . . . . . . . . . . . . . . . . . . . 45
10.12 Waiver of Jury Trial. . . . . . . . . . . . . . . . 45
10.13 Conveyance by Landlord. . . . . . . . . . . . . . . 45
10.14 Relationship of the Parties . . . . . . . . . . . . 46
10.15 Representation by Counsel . . . . . . . . . . . . . 46
10.16 Access to Premises. . . . . . . . . . . . . . . . . 46
10.17 Showing . . . . . . . . . . . . . . . . . . . . . . 46
10.18 True Lease. . . . . . . . . . . . . . . . . . . . . 46
10.19 Concerning the Trustee. . . . . . . . . . . . . . . 46

(ii)

<PAGE>

INDEX OF DEFINITIONS

Section
-------

Additional Rent . . . . . . . . . . . . . . . . . . 1.4(c)
Alterations . . . . . . . . . . . . . . . . . . . . 3.4(a)
Architect. . . . . . . . . . . . . . . . . . . . . . 3.2(d)
Assignee . . . . . . . . . . . . . . . . . . . . . . 5.2(d)
Assurance . . . . . . . . . . . . . . . . . . . . . 5.2(b)(ii)
Basic Rent . . . . . . . . . . . . . . . . . . . . . 1.4(a)
Bondholders . . . . . . . . . . . . . . . . . . . . 2.1(e)
Bond Indenture . . . . . . . . . . . . . . . . . . . 2.1(e)
Bonds . . . . . . . . . . . . . . . . . . . . . . . 2.1(e)
Business Day . . . . . . . . . . . . . . . . . . . . 1.4(a)
Casualty . . . . . . . . . . . . . . . . . . . . . . 3.2(a)
Compensation . . . . . . . . . . . . . . . . . . . . 3.2(a)
Completion . . . . . . . . . . . . . . . . . . . . . 9.2
Completion Work. . . . . . . . . . . . . . . . . . . 9.4
Condemnation . . . . . . . . . . . . . . . . . . . . 3.2(a)
Construction Account . . . . . . . . . . . . . . . . 9.3
Construction Agreement . . . . . . . . . . . . . . . 9.1
Construction Project . . . . . . . . . . . . . . . . 9.1
Environmental Claim . . . . . . . . . . . . . . . . 7.1(h)(iv)
Environmental Laws . . . . . . . . . . . . . . . . . 7.1(a)(I)
Environmental Violation . . . . . . . . . . . . . . 7.1(h)(iv)
Estimated Cost . . . . . . . . . . . . . . . . . . . 3.4(a)
Event of Default . . . . . . . . . . . . . . . . . . 5.1(a)
Extended Terms . . . . . . . . . . . . . . . . . . . 1.3
Finance Lease. . . . . . . . . . . . . . . . . . . . 2.1(d)
Hazardous Substance . . . . . . . . . . . . . . . . 7.1(a)(iii)
Impositions . . . . . . . . . . . . . . . . . . . . 2.2(a)
Improvements . . . . . . . . . . . . . . . . . . . . 1.1(a)(ii)
Indemnified Parties . . . . . . . . . . . . . . . . 2.4
Indenture . . . . . . . . . . . . . . . . . . . . . 3.3(c)
Indenture Trustee. . . . . . . . . . . . . . . . . . 2.1(e)
Land . . . . . . . . . . . . . . . . . . . . . . . . 1.1(a)(I)
Landlord . . . . . . . . . . . . . . . . . . . . . . Heading
Lease. . . . . . . . . . . . . . . . . . . . . . . . Heading
Lease Termination Date . . . . . . . . . . . . . . . 3.2(b)
Legal Requirements . . . . . . . . . . . . . . . . . 2.2(b)
Lender . . . . . . . . . . . . . . . . . . . . . . . 3.3(c)
Major Casualty . . . . . . . . . . . . . . . . . . . 3.2(b)

(iii)

<PAGE>

Major Condemnation . . . . . . . . . . . . . . . . . 3.2(b)
Make Whole Premium . . . . . . . . . . . . . . . . . 3.1(b)
Material Alteration . . . . . . . . . . . . . . . . 3.4(a)
NCIDA. . . . . . . . . . . . . . . . . . . . . . . . 2.1(e)
NCIDA Documents. . . . . . . . . . . . . . . . . . . 2.1(e)
Net Proceeds . . . . . . . . . . . . . . . . . . . . 3.2(a)
Payment Dates . . . . . . . . . . . . . . . . . . . 1.4(a)
PILOT Agreement. . . . . . . . . . . . . . . . . . . 2.1(e)
PILOT Mortgage . . . . . . . . . . . . . . . . . . . 2.1(e)
Permitted Exceptions . . . . . . . . . . . . . . . . 1.1(a)(ii)
Premises . . . . . . . . . . . . . . . . . . . . . . 1.1(a)
Primary Term . . . . . . . . . . . . . . . . . . . . 1.3
Project Use Agreement. . . . . . . . . . . . . . . . 2.1(e)
Property . . . . . . . . . . . . . . . . . . . . . . 1.1(a)(ii)
Rate . . . . . . . . . . . . . . . . . . . . . . . . 1.4(c)
Regulated Activity . . . . . . . . . . . . . . . . . 7.1(a)(iii)
Rent . . . . . . . . . . . . . . . . . . . . . . . . 1.4(c)
Rejectable Offer . . . . . . . . . . . . . . . . . . 3.2(b)
Remainderman . . . . . . . . . . . . . . . . . . . . 2.1(d)
Remedial Work . . . . . . . . . . . . . . . . . . . 7.1(c)
Restoration Cost . . . . . . . . . . . . . . . . . . 3.2(d)
Second Funding Amount. . . . . . . . . . . . . . . . 9.1
Severable Alterations . . . . . . . . . . . . . . . 3.5
Stipulated Loss Value . . . . . . . . . . . . . . . 3.2(b)
Structural Work . . . . . . . . . . . . . . . . . . 3.4(a)
Tenant . . . . . . . . . . . . . . . . . . . . . . . Heading
Tenant's Personal Property . . . . . . . . . . . . . 1.1(a)(ii)
Term . . . . . . . . . . . . . . . . . . . . . . . . 1.3
Work . . . . . . . . . . . . . . . . . . . . . . . . 3.4(a)

(iv)

<PAGE>

LEASE AGREEMENT

THIS LEASE AGREEMENT, dated, for reference purposes only, as of
November 1, 1997 (this "Lease"), is made and entered into between NASSAU
CABLE BUSINESS TRUST, a Delaware business trust (together with its successors
and assigns, herein called "Landlord") having an address c/o U.S. Realty
Advisors, LLC, 1370 Avenue of the Americas, New York, New York 10019 and
CABLEVISION SYSTEMS CORPORATION, a Delaware corporation (together with its
permitted successors and assigns, herein called "Tenant"), having an address
at 113 Crossways Park Drive, Woodbury, New York 11797-2011.

ARTICLE 1

1.1. Lease of Premises; Title and Condition.

(a) In consideration of the rents and covenants herein stipulated
to be paid and performed by Tenant and upon the terms and conditions herein
specified, Landlord hereby leases to Tenant, and Tenant hereby leases from
Landlord, the premises (the "Premises") consisting of:

(i) that parcel of land located in the County of Nassau,
State of New York, consisting of approximately 34.7677 acres more
particularly described on Schedule A attached hereto and made a part hereof,
together with all of the Landlord's right, title and interest, if any, in and
to (1) all easements, rights-of-way, appurtenances, and other rights and
benefits belonging to said land, and (2) all public or private streets,
roads, avenues, alleys, or passageways, open or proposed, on or abutting said
land, and any award made or to be made in lieu thereof (collectively, the
"Land"); and

(ii) a building consisting of approximately 540,000 gross
square feet, together with all plumbing, electrical, ventilating, heating,
cooling, lighting and other utility systems, equipment, ducts and pipes
attached to or comprising a part thereof (the "Improvements").
Notwithstanding anything to the contrary in the foregoing, the Premises shall
not include the machinery, inventory, tools, trade equipment, trade fixtures
(not attached to the Premises in a manner that such trade fixtures cannot be
removed or severed from the Improvements without causing material damage
thereto and which are not necessary for the operation of the Improvements)
and furniture (collectively, the "Tenant's Personal Property"), which shall
remain the property of Tenant, or its affiliates, as the case may be.

The Premises are leased to Tenant in their present condition without
representation or warranty by Landlord and subject to the rights of parties
in possession, to the existing state of title and any state of facts which an
accurate survey or physical inspection might reveal, to all

<PAGE>

applicable Legal Requirements (as hereinafter defined) now or hereafter in
effect and subject to those matters listed in Schedule B (the "Permitted
Exceptions").

(b) Tenant has examined the Premises and title to the Premises and
has found all of the same satisfactory for all purposes. Tenant acknowledges
that Tenant is fully familiar with the physical condition of the Premises and
that the Landlord makes no representation or warranty, express or implied,
with respect to same. THE LEASE OF THE PREMISES IS ON AN "AS IS" BASIS; IT
BEING AGREED THAT TENANT WILL LEASE THE PREMISES IN ITS PRESENT CONDITION,
WITH ALL FAULTS. LANDLORD HEREBY DISCLAIMS ANY AND ALL EXPRESS OR IMPLIED
WARRANTIES OF MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE RELATIVE
TO THE PREMISES OR ANY COMPONENT PART THEREOF. Tenant acknowledges and
agrees that no representations or warranties have been made by Landlord, or
by any person, firm or agent acting or purporting to act on behalf of
Landlord, as to (i) the presence or absence on or in the Premises of any
particular materials or substances (including, without limitation, asbestos,
hydrocarbons or hazardous or toxic substances), (ii) the condition or repair
of the Premises or any portion thereof, (iii) the value, expense of operation
or income potential of the Premises, (iv) the accuracy or completeness of any
title, survey, structural reports, environmental audits or other information
provided to Tenant by any third party contractor relative to the Premises
(regardless of whether the same were retained or paid for by Landlord), or
(v) any other fact or condition which has or might affect the Premises or the
condition, repair, value, expense of operation or income potential thereof.
Tenant represents that the officers of Tenant are knowledgeable and
experienced in the leasing of properties comparable to the Premises and
agrees that Tenant will be relying solely on Tenant's inspections of the
Premises in leasing the Premises. THE PROVISIONS OF THIS PARAGRAPH HAVE BEEN
NEGOTIATED AND ARE INTENDED TO BE A COMPLETE EXCLUSION AND NEGATION BY THE
LANDLORD OF, AND THE LANDLORD DOES HEREBY DISCLAIM, ANY AND ALL WARRANTIES BY
THE LANDLORD, EXPRESS OR IMPLIED, WITH RESPECT TO THE PREMISES OR ANY PORTION
THEREOF, WHETHER ARISING PURSUANT TO THE UNIFORM COMMERCIAL CODE OR ANY OTHER
LAW NOW OR HEREAFTER IN EFFECT OR OTHERWISE, AND TENANT HEREBY ACKNOWLEDGES
AND ACCEPTS SUCH EXCLUSION, NEGATION AND DISCLAIMER.

1.2. Use. Tenant may use the Premises for all purposes permitted by law
and by the certificate of occupancy, except as may be restricted by the
Finance Lease, as hereinafter defined. Landlord and its agents and designees
may enter upon and examine the Premises at reasonable times during business
hours upon 48 hours' written notice and show the Premises to prospective
purchasers, mortgagees or tenants as long as such examination or showing
shall not unreasonably interfere with the business operations of Tenant on
the Premises, provided, however, that neither notice nor limitation to
business hours shall be required in the event of an emergency. In no event
shall the Premises or any portion thereof be used for any purpose

<PAGE>

which violates the provisions of this Lease, including but not limited to,
Legal Requirements (as defined in Section 2.2(b) hereof) or other recorded
covenants, restrictions or agreements applicable to the Premises. Tenant
shall not use, occupy or permit the Premises to be used or occupied, nor do
or permit anything to be done in or on the Premises in any manner which would
(i) violate any certificate of occupancy or equivalent certificate affecting
the Premises, (ii) make void or voidable any insurance then in effect with
respect to the Premises, (iii) materially and adversely affect the ability of
Tenant to obtain fire and other insurance which Tenant is required to furnish
hereunder, (iv) cause any injury or damage to the Premises, or (v) constitute
a public or private nuisance or waste. Tenant shall not conduct its business
operation on the Premises unless and until (and only during such time as) all
necessary certificates of occupancy, permits, licenses and consents from any
and all appropriate governmental authorities having jurisdiction over the
Premises have been obtained by Tenant at Tenant's sole cost and expense, and
are in full force and effect.

1.3. Terms. The Premises are leased for a primary term (the "Primary
Term") of twenty-one (21) years, and, at Tenant's option, for up to two (2)
consecutive additional terms of ten (10) years each (the "Extended Terms"),
unless and until the term of this Lease shall expire or be terminated
pursuant to any provision hereof. The Primary Term and each Extended Term
(sometimes, collectively, the "Term") shall commence and expire on the dates
set forth in Schedule C. So long as no Event of Default shall have occurred
and be continuing, Tenant may elect to exercise its option to extend the term
of this Lease for an Extended Term by giving notice thereof to Landlord not
less than 365 days prior to the expiration of the then-existing Term. Each
notice of election to extend given in accordance with the provisions of this
Section 1.3 shall automatically extend the term of this Lease for the
Extended Term selected, without further writing; provided, however, either
party, upon request of the other, shall execute and acknowledge, in form
suitable for recording, an instrument confirming any such extension. Each
Extended Term shall be upon the same terms as provided in this Lease for the
Primary Term, except as otherwise stated herein. Tenant shall not be entitled
to extend the Term of this Lease for any Extended Term unless Tenant shall
have extended the Term of this Lease for the preceding Extended Term, if any.

1.4. Rent.

(a) Tenant shall pay to Landlord by federal funds wire transfer in
immediately available funds as basic rent for the Premises the amounts set
forth in Schedule D (the "Basic Rent") on the dates set forth therein (the
"Payment Dates"), to the following account: Account No. 04616200, Nassau
County IDA Cablevision Central Account, Attn: Kent Rothschild, Chase
Manhattan Bank, ABA No. 021000021, or to such other account or to such
address or to such other person as Landlord from time to time may designate.
In addition to the amounts set forth on Schedule D, upon execution of this
Lease, Tenant shall pay Basic Rent in an amount equal to the prorata Basic
Rent for the period from December 5, 1997 through December 31, 1997, based
upon the prorata amount of Basic Rent for the next subsequent

<PAGE>

rental period. The Basic Rent for the first five years of each of the
Extended Terms shall be an amount equal to 105.5% of the Basic Rent for the
immediately preceding five-year period, and such Basic Rent for each of the
Extended Terms shall be increased commencing in the sixth year of each
Extended Term to an amount equal to 105.5% of the Basic Rent accruing during
the first five years of such Extended Term. If any Payment Date falls on a
day which is not a Business Day, the Basic Rent due and payable on such date
shall be due and payable on the next succeeding Business Day without interest
or penalty if paid on such succeeding Business Day. A "Business Day" is
defined as any day other than a Saturday or Sunday or other day on which the
banks in New York, New York are authorized or required to be closed.

(b) Tenant and Landlord agree and acknowledge that, pursuant to
the Construction Agreement, as hereinafter defined, Landlord may become
obligated to make the Second Funding, as defined in the Construction
Agreement, by depositing additional funds into the Construction Escrow
Account, as defined in the Construction Agreement for the payment of
construction costs, interest escrow amounts and other costs of making the
Second Funding. Tenant and Landlord agree that if Landlord makes the Second
Funding, the Basic Rent payable hereunder and the Stipulated Loss Values
shall be revised by the substitution of a new Schedule D and Schedule E to
this Lease as set forth in the Construction Agreement.

(c) All taxes, costs, expenses and amounts which Tenant is required
to pay pursuant to this Lease (other than Basic Rent), together with every
fine, penalty, interest and cost which may be added for non-payment or late
payment thereof, shall constitute additional rent ("Additional Rent" together
with Basic Rent, collectively "Rent"). If Tenant shall fail to pay any such
Additional Rent or any other sum due hereunder when the same shall become
due, Landlord shall have all rights, powers and remedies with respect thereto
as are provided herein or by law in the case of non-payment of any Basic Rent
and shall, except as expressly provided herein, have the right to pay the
same on behalf of Tenant. Tenant shall pay to Landlord interest at a rate
(the "Rate") equal to the default rate of interest per annum on Landlord's
financing of the Premises which is secured by the Indenture on all overdue
Basic Rent from the due date thereof until paid and on all overdue Additional
Rent and other sums due hereunder, in each case paid by Landlord on behalf of
Tenant, from the date of payment by Landlord until repaid by Tenant. Tenant
shall perform all its obligations under this Lease at its sole cost and
expense, and shall pay all Basic Rent, Additional Rent and any other sum due
hereunder when due and payable, without offset, notice or demand.

ARTICLE 2

2.1. Net Lease.

(a) This Lease is a net lease and, any present or future law to the
contrary notwithstanding, shall not terminate except as otherwise expressly
provided herein, nor shall

<PAGE>

Tenant be entitled to any abatement, reduction, diminution, set-off,
counterclaim, defense or deduction with respect to any Basic Rent, Additional
Rent or other sums payable hereunder, nor shall the obligations of Tenant
hereunder be affected, by reason of: any damage to or destruction of the
Premises or any portion thereof; any defect in the condition, design,
operation or fitness for use of the Premises or any portion thereof; any
taking of the Premises or any part thereof by condemnation or otherwise; any
prohibition, limitation, interruption, cessation, restriction or prevention
of Tenant's use, occupancy or enjoyment of the Premises, or any interference
with such use, occupancy or enjoyment by any person; any eviction by
paramount title or otherwise; any default by Landlord hereunder or under any
other agreement; the impossibility or illegality of performance by Landlord,
Tenant or both; any action of any governmental authority (including, without
limitation, changes and Legal Requirements); any construction on or
renovation of the Premises; or any failure in the Premises to comply with
applicable laws, Legal Requirements, or any other cause whether similar or
dissimilar to the foregoing. All costs, expenses and obligations of every
kind and nature whatsoever relating to the Premises and the appurtenances
thereto and the use and occupancy thereof which may arise or become due and
payable with respect to the period which ends on the expiration or earlier
termination of the Term in accordance with the provisions hereof (whether or
not the same shall become payable during the Term or thereafter), shall be
paid by Tenant except as otherwise expressly provided herein. It is the
purpose and intention of the parties to this Lease that the Basic Rent and
Additional Rent and other sums payable to Landlord due hereunder shall be
absolutely net to Landlord and that this Lease shall yield, net to Landlord,
the Basic Rent as provided in this Lease. The parties intend that the
obligations of Tenant hereunder shall be separate and independent covenants
and agreements and shall continue unaffected unless such obligations shall
have been modified or terminated pursuant to an express provision of this
Lease.

(b) Tenant shall remain obligated under this Lease in accordance
with its terms and shall not take any action to terminate, rescind or avoid
this Lease, notwithstanding any bankruptcy, insolvency, reorganization,
liquidation, dissolution or other proceeding affecting Landlord or any action
with respect to this Lease which may be taken by any trustee, receiver or
liquidator or by any court.

(c) Except as otherwise expressly provided herein, Tenant waives
all rights to terminate or surrender this Lease, or to any abatement or
deferment of Basic Rent, Additional Rent or other sums payable hereunder.

(d) Tenant hereby acknowledges that Landlord's interest in the
Premises is acquired pursuant to that certain Lease Agreement (Facility) (the
"Finance Lease") between Nassau County Industrial Development Agency
("NCIDA"), as lessor, and Landlord, as lessee. The Finance Lease is a
financing lease entered into by Landlord in order to allow Landlord to obtain
certain benefits, which benefits shall terminate in the event of the
termination of the Finance Lease. Tenant acknowledges that it has read and
is familiar with the provisions of the

<PAGE>

Finance Lease, and hereby accepts the Premises subject to the same,
including, without limitation, all termination and other provisions set forth
therein, which termination may occur pursuant to the Finance Lease as a
result of the exercise of Landlord's purchase options thereunder, or in the
event that NCIDA elects to transfer its interest in the Premises to Landlord
under the Finance Lease or under the Bond Indenture. Tenant acknowledges
that it is not the beneficiary of any of the rights to acquire the Premises
or other rights set forth in the Finance Lease, that such rights are for the
benefit of Landlord and that Tenant's sole rights with respect to the
Premises arise under this Lease. In addition to Tenant's obligations under
this Lease, Tenant hereby agrees to perform all obligations, both monetary
and otherwise, of Landlord, in its capacity as lessee under the Finance
Lease, other than the payment of the Finance Lease Basic Rent, as such term
is defined in the Finance Lease. Without limiting the generality of the
foregoing, Tenant specifically acknowledges the following Sections of the
Finance Lease, and agrees to perform or pay the respective obligations set
forth therein: 2.1(d), 2.2, 3.3(b), 4.1(c), 4.1(e), 4.2(a), 4.2(b), 4.2(c),
4.3, 4.4, 4.5, 4.7, 5.1, 6.2, 6.3, 6.4, 6.5, 7.7, 8.3, 9.10 and 9.18. In the
event of any termination of the Finance Lease, any transfer of title to the
Premises from NCIDA to Landlord or any reverter of title to the Premises from
NCIDA to Landlord, Landlord and Tenant agree that this Lease shall remain in
full force and effect subject to the express provisions of this Lease.

(e) In connection with the Finance Lease, and to further provide
Landlord with the intended benefits, Landlord, NCIDA and Tenant have also
executed and delivered that certain Payment-In-Lieu-Of-Taxes Agreement of
even date herewith among Tenant, Landlord and NCIDA (the "PILOT Agreement"),
which is secured by that certain Mortgage of even date herewith from
Landlord, Stewart Avenue Remainder Business Trust ("Remainderman"), NCIDA and
Tenant for the benefit of Nassau County (the "PILOT Mortgage"). Tenant has
also executed and delivered that certain Project Use Agreement between NCIDA
and Tenant of even date herewith (the "Project Use Agreement"). Tenant hereby
agrees to perform all obligations, both monetary and otherwise, of Landlord
or of Tenant under the PILOT Agreement, the PILOT Mortgage and the Project
Use Agreement (collectively with the Finance Lease, the "NCIDA Documents").
Also, any representations or warranties of Landlord to NCIDA or Nassau County
contained in the NCIDA Documents relating to the Premises (including, without
limitation, those set forth in Section 1.5 of the Finance Lease) are hereby
made from Tenant to Landlord, and shall constitute a representation or
warranty of Tenant under this Lease. To the extent that the NCIDA Documents
contain obligations or duties in addition to those set forth in this Lease,
Tenant shall perform in accordance with the NCIDA Documents. Such
obligations in the NCIDA Documents shall be in addition and as a supplement
to Tenant's performance under this Lease. To the extent that the NCIDA
Documents conflict with this Lease, as between Tenant and Landlord the terms
of this Lease shall control. An event of default by Tenant under the NCIDA
Documents (including, without limitation, any default in the representations
and warranties relating to the Premises) shall, at the option of Landlord,
constitute an Event of Default under this Lease. Tenant hereby waives any
right it may have under the NCIDA Documents to prevent or delay

<PAGE>

a termination of the Finance Lease, except to the extent that a cure under
this Lease shall constitute a cure under the Finance Lease. Tenant further
acknowledges that it has granted a lien on its leasehold estate in the
Premises pursuant to the PILOT Mortgage, and that any foreclosure of the
PILOT Mortgage will terminate this Lease. In addition to the above
obligations, Tenant hereby agrees to give prompt written notice to Landlord
and Lender upon (i) payment of any amounts required hereunder to be paid by
Tenant pursuant to the NCIDA Documents, with evidence of such payments, and
(ii) failure to make any such payments when due.

(f) Tenant also acknowledges that, in connection with the NCIDA
Documents, NCIDA has issued certain Taxable Industrial Development Revenue
Bonds (1997 Cablevision Systems Corporation Facility Project) (the "Bonds").
The Bonds are secured by that certain Bond Indenture of Mortgage, Deed of
Trust, Security Agreement, Fixture Filing, Financing Statement and Assignment
of Rents and Leases of even date herewith (the "Bond Indenture") from Lessee,
NCIDA and Remainderman for the benefit of United States Trust Company of New
York, and its successors and assigns (the "Indenture Trustee"), as trustee
for the benefit of the holders of the Bonds (the "Bondholders"). Said Bond
Indenture is, as of the date of this Lease, the Indenture, as such term is
hereinafter defined, and the Indenture Trustee (together with the
Bondholders) are, as of the date of this Lease, the Lender, as such term is
hereinafter defined. Tenant acknowledges that, pursuant to the provisions of
the Bond Indenture, certain rights and remedies of Lender are to be exercised
by the Indenture Trustee and certain are to be exercised by the Bondholders.
For purposes of this Lease, all references to Lender shall be deemed to be
joint references to Bondholders and Indenture Trustee, so long as the Bond
Indenture shall be in force and effect. Although Tenant is not responsible
for the payment of the Bonds or for the payment of any amounts due to Lender
under the Bond Indenture or for the performance of the Bond Indenture,
Tenant acknowledges that it has reviewed the provisions of the Bond Indenture
and Tenant agrees that it will not violate the provisions of the Bond
Indenture. Tenant agrees that to the extent Landlord is obligated to pay any
NCIDA Costs, as such term is defined in the Bond Indenture, or is obligated
to pay any costs of the Indenture Trustee, Tenant shall pay such NCIDA Costs
and costs of the Indenture Trustee to Landlord as Additional Rent under this
Lease and NCIDA and Lender are hereby made third party beneficiaries of this
sentence.

(g) Tenant will:

(i) Pay or cause to be paid all fees, expenses and
disbursements of Landlord's, Lender's and NCIDA's counsel in connection with
any amendment, modification, consent or waiver requested by Tenant under
this Lease, the Bond Indenture, the NCIDA Documents or any other documents
related thereto, and all other expenses incurred in connection therewith,
including, without limitation, filing fees, document reproduction expenses,
environmental site assessment costs, title insurance premiums, survey
expenses, appraisal expenses, and all fees, taxes and expenses for the
recording, registration and filing of documents.

<PAGE>

(ii) Pay and save Landlord harmless from and against any and
all liability and loss with respect to or resulting from any claim for or on
account of any brokers' or finders' fees with respect to the transactions
contemplated herein.

2.2. Taxes and Assessments; Compliance with Law.

(a) Tenant shall pay, prior to delinquency, all "Impositions",
which are defined as: (i) all taxes and payments in lieu of taxes (including,
without limitation, those described in (iii) below), assessments (including,
without limitation, all assessments for public improvements or benefits,
whether or not commenced or completed prior to the date hereof and whether or
not commenced or completed within the term of this Lease), excises, levies,
fees (including, without limitation, license, permit, inspection,
authorization and similar fees), water and sewer rents and charges, ground
lease rents, and all other governmental charges, general and special,
ordinary and extraordinary, foreseen and unforeseen, and any interest and
penalties thereon which are, at any time prior to or during the Primary Term
or any Extended Term hereof, imposed or levied upon or assessed against or
which arise with respect to (A) the Premises, (B) any Basic Rent, Additional
Rent or other sums payable hereunder, (C) this Lease or the leasehold estate
hereby created or (D) the operation, possession or use of the Premises; (ii)
all gross receipts or similar taxes (i.e., taxes based upon gross income
which fail to take into account deductions with respect to depreciation,
interest, taxes or ordinary and necessary business expenses, in each case
relating to the Premises) imposed or levied upon, assessed against or
measured by any Basic Rent, Additional Rent or other sums payable hereunder;
(iii) all Obligations under and as defined in the PILOT Mortgage, all sales
(including those imposed on lease rentals), value added, ad valorem, single
business, gross receipts, use and similar taxes at any time levied, assessed
or payable on account of the acquisition, ownership, leasing, operation,
possession or use of the Premises; (iv) all transfer, recording, stamp and
real property gain taxes incurred upon the sale, transfer, foreclosure or
other disposition of the Premises or any interest therein by Tenant, (v) all
offers, claims and demands of mechanics, laborers, materialmen and others
which, if unpaid, might create a lien on the Premises, and (vi) all charges
of utilities, communications and similar services serving the Premises.
Tenant shall not be required to pay any franchise, estate, inheritance,
transfer, net income or similar tax of Landlord (other than any tax referred
to in clause (ii) above) unless such tax is imposed, levied or assessed in
substitution for any other tax, assessment, charge or levy which Tenant is
required to pay pursuant to this Section 2.2(a), provided, however, that if
at any time during the term of this Lease, the method of taxation shall be
such that there shall be assessed, levied, charged or imposed on Landlord a
capital levy or other tax directly on the rents received therefrom, or upon
the value of the Premises or any present or any future improvement or
improvements on the Premises, then all such levies and taxes or the part
thereof so measured or based shall be payable by Tenant, but only to the
extent that such levies or taxes would be payable if the Premises were the
only property of Landlord, and Tenant shall pay and discharge the same as
herein provided. Tenant will furnish to Landlord,

<PAGE>

within 10 days after the due date thereof, proof of payment of all
Impositions. If any such Imposition may legally be paid in installments,
Tenant may pay such Imposition in installments; in such event, Tenant shall
be liable only for installments which become due and payable during the
Primary Term and any Extended Term hereof.

(b) Tenant shall comply with and cause the Premises to comply with
and shall assume all obligations and liabilities with respect to (i) all
laws, ordinances and regulations, and other governmental rules, orders and
determinations presently in effect or hereafter enacted, made or issued, both
foreseen and unforeseen and ordinary and extraordinary applicable to the
Premises or the ownership, operation, use or possession thereof and (ii) all
contracts (including but not limited to the NCIDA Documents (except as
otherwise expressly set forth herein) and all insurance policies (including,
without limitation, to the extent necessary to prevent cancellation thereof
and to insure full payment of any claims made under such policies),
agreements, covenants, conditions and restrictions now or hereafter
applicable to the Premises or the ownership, operation, use or possession
thereof, including but not limited to all contracts, agreements, covenants,
conditions and restrictions which require structural, unforeseen or
extraordinary changes (clauses (i) and (ii) being collectively, "Legal
Requirements").

2.3. Liens. Tenant will promptly remove and discharge any charge, lien,
security interest or encumbrance upon the Premises or any Basic Rent,
Additional Rent or other sums payable hereunder which arise for any reason,
including all liens which arise out of the possession, use, occupancy,
construction, repair or rebuilding of the Premises or by reason of labor or
materials furnished or claimed to have been furnished to Tenant or for the
Premises, but not including (i) the Permitted Exceptions, and (ii) any
mortgage, charge, lien, security interest or encumbrance created by Landlord
without the consent of Tenant. Nothing contained in this Lease shall be
construed as constituting the consent or request of Landlord, express or
implied, to or for the performance by any contractor, laborer, materialman,
or vendor of any labor or services or for the furnishing of any materials for
any construction, alteration, addition, repair or demolition of or to the
Premises or any part thereof. Notice is hereby given that Landlord will not
be liable for any labor, services or materials furnished or to be furnished
to Tenant, or to anyone holding an interest in the Premises or any part
thereof through or under Tenant, and that no mechanic's or other liens for
any such labor, services or materials shall attach to or affect the interest
of Landlord in and to the Premises.

2.4. Indemnification. Tenant shall defend all actions against Landlord
or any owner, beneficial owner, trustee, partner, member, officer, director
or shareholder of Landlord, and of any of Landlord's partners or members,
together with Lender, as hereinafter defined, Indenture Trustee, Bondholders
and NCIDA, or any owner, beneficial owner, partner, member, officer, director
or shareholder of Lender, Indenture Trustee, Bondholders or NCIDA, together
with their respective successors and assigns (herein, collectively,
"Indemnified Parties") with respect to, and shall pay, protect, indemnify and
save harmless the

<PAGE>

Indemnified Parties from and against, any and all liabilities, losses,
damages, costs, expenses (including reasonable attorneys' fees and expenses),
causes of action, suits, claims, demands or judgments of any nature (a) to
which any Indemnified Party is subject because of Landlord's estate in the
Premises or (b) arising from (i) any accident, injury to or death of any
person, or loss of or damage to property occurring in, on or about the
Premises or any portion thereof or on adjoining sidewalks, curbs, parking
areas, streets or ways, including, without limitation, as a result of or
arising from any negligent or tortious act or omission of NCIDA or Landlord
or their respective agents, employees, officers and directors, (ii) any use,
non-use or condition in, on or about, or possession, alteration, repair,
operation, maintenance or management of, the Premises or any portion thereof
or on the adjoining sidewalks, curbs, parking areas, streets or ways, or
connected with the use, condition or occupancy of any thereof, (iii)
performance of any labor or services or the furnishing of materials or other
property in respect of the Premises or any portion thereof, (iv) Tenant's
violation of this Lease, (v) any act or omission of Tenant or its agents,
contractors, licensees, subtenants or invitees, and (vi) any contest referred
to in Section 2.6, and all Indemnified Parties shall be deemed third party
beneficiaries of this Section 2.4.

2.5. Maintenance and Repair.

(a) Tenant, at its own expense, will maintain all parts of the
Premises in good repair and condition, except for ordinary wear and tear, and
will take all action and will make all structural and non-structural,
foreseen and unforeseen and ordinary and extraordinary changes and repairs
which may be required to keep all parts of the Premises in good repair and
condition. Landlord shall not be required to maintain, repair or rebuild all
or any part of the Premises. Tenant waives the right to (x) require Landlord
to maintain, repair or rebuild all or any part of the Premises, or (y) make
repairs at the expense of Landlord pursuant to any Legal Requirement at any
time in effect.

(b) In the event that all or any part of the Improvements shall
encroach upon any property, street or right-of-way adjoining or adjacent to
the Premises, or shall violate the agreements or conditions affecting the
Premises or any part thereof, or any Legal Requirements, or shall hinder,
obstruct or impair any easement or right-of-way to which the Premises are
subject, then, promptly after written request of Landlord (unless such
encroachment, violation, hindrance, obstruction or impairment is a Permitted
Exception) or of any person so affected, Tenant shall, at its expense, either
(i) obtain valid and effective waivers or settlements of all claims,
liabilities and damages resulting therefrom or (ii) if Landlord consents
thereto, make such changes, including alteration or removal, to the
Improvements and take such other action as shall be necessary to remove or
eliminate such encroachments, violations, hindrances, obstructions or
impairments.

2.6. Permitted Contests. Tenant shall not be required, nor
shall Landlord have the right, to pay, discharge or remove an
Imposition, lien or encumbrance, or to comply with any

<PAGE>

Legal Requirement applicable to the Premises or the use thereof, as long as
no Event of Default under this Lease shall have occurred and be continuing
and Tenant shall, in good faith, contest the existence, amount or validity
thereof by appropriate proceedings diligently pursued, and provided that (a)
with respect to a failure to pay such Imposition, lien or encumbrance or
failure to perform such Legal Requirement, an amount sufficient to pay such
Imposition, lien or encumbrance or to perform such Legal Requirement or such
other security as shall be satisfactory to Landlord and Lender, together with
all interest and penalties which may become due thereon as determined by
Landlord has been deposited with Landlord or Lender prior to the commencement
of such contest, and (b) failing to pay such Imposition, lien or encumbrance
or perform such Legal Requirement will not (1) subject Landlord or Lender to
criminal or civil penalties or fines or to prosecution for a crime, (2)
subject the Premises or any part thereof to being foreclosed upon under the
PILOT Mortgage, condemned, vacated, forfeited or otherwise impaired, (3)
impair the value of the Premises or any portion thereof, (4) have the effect
of interrupting or preventing the collection of any contested amount or other
realization of value from the Premises or any part thereof or interest
therein, the Basic Rent, Additional Rent or any other sums payable hereunder
or any portion thereof to satisfy the claim, (5) subject the Premises, any
part thereof or interest therein, the Basic Rent, Additional Rent or any
other sums payable under this Lease or any portion thereof to satisfy the
claim, (6) subject the Premises, any part thereof or interest therein, the
Basic Rent, Additional Rent or any other sums payable under this Lease or any
portion thereof, to sale, forfeiture, interruption or loss by reason of such
proceedings or (7) affect the ownership, lease or occupancy of the Premises
or the Landlord's ability or right to exercise its remedies hereunder, or the
Lender's ability or right to exercise its remedies under the Bond Indenture,
including without limitation, foreclosure against the Premises; provided,
further, that prior to the date on which such Imposition or charge would
otherwise have become delinquent Tenant shall have given Landlord and Lender
prior notice of such contest. Tenant shall give such security as may be
reasonably required by Landlord or Lender to ensure ultimate payment of such
Imposition, lien or encumbrance and compliance with Legal Requirements and to
prevent any sale, foreclosure, forfeiture, interruption or loss of the
Premises or any portion thereof, any Basic Rent, Additional Rent or other
sums required to be paid by Tenant hereunder, by reason of such nonpayment or
noncompliance.

2.7. Easements. Landlord agrees from time to time during the term of
this Lease, at the request of Tenant, (1) to sell, assign, convey, or
otherwise transfer an interest in the Premises to any Person legally
empowered to take such interest under the power of eminent domain, (2) to
grant easements, licenses, rights of way and other rights and privileges in
the nature of easements of such nature, extent and duration as Tenant may
reasonably request; (3) to release or relocate existing easements and
appurtenances which are for the benefit of the Premises; (4) to dedicate or
transfer unimproved portions of the Premises for road, highway or other
public purposes; (5) to execute petitions to have the Premises annexed to any
municipal corporation or utility district; (6) to execute amendments to any
covenants and restrictions affecting the Premises; and (7) to execute and
deliver any instrument necessary or appropriate

<PAGE>

to confirm such grants, releases dedications, transfers or amendments to any
person in each of the foregoing instances, but only if (i) such grant,
release, dedication, transfer, petition or amendment is not detrimental in
any material respect to the proper conduct of Tenant's business on the
Premises, (ii) Tenant considers the consideration, if any, being paid for
such grant, release, dedication, transfer, petition or amendment to be fair
and adequate, (iii) such grant, release, dedication, transfer, petition or
amendment does not materially impair the effective use of the Premises for
its intended purposes or adversely affect its value, (iv) for so long as this
Lease is in effect, Tenant will perform all obligations, if any, of Landlord
under the applicable instrument, and (v) Landlord and Lender shall have
received (X) a certificate from the appropriate officer of Tenant certifying
as to the satisfaction of the conditions described in clause (i) through (iv)
above, (Y) a duly authorized undertaking of Tenant, in form and substance
reasonably satisfactory to Landlord, to the effect that Tenant will remain
obligated hereunder to the same extent as if such grant, release, dedication,
transfer, petition or amendment had not been made; and (Z) such instruments,
certificates (including evidence of authority), surveys, title insurance
policy endorsements and opinions of counsel reasonably acceptable to
Landlord, as Landlord may reasonably request. Any easement that imposes any
obligation or liability on Landlord shall expressly provide that it is
without recourse to Landlord (except to the extent of Landlord's interest in
the Premises), and that any lien arising by virtue of the nonperformance of
obligations under such easement shall be subordinate to the lien of any Bond
Indenture. The grant of any such easement shall be subject to Lender's
consent. Tenant shall be responsible for the payment of all costs and
expenses (including the costs and expenses of Landlord and Lender) incurred
in connection with this Section 2.7. Any consideration received for the
grants, releases, dedications, transfers, petitions or amendments outlined in
this Section shall be the property of Landlord.

ARTICLE 3

3.1. Procedure Upon Purchase.

(a) If Tenant shall purchase the Premises or any portion thereof
pursuant to this Lease, Landlord shall convey or cause to be conveyed title
thereto, the state of which shall be at least as good as the state of title
which existed in Landlord with respect to Landlord's interests in the
Premises on the date on which this Lease commenced, except for liens and
encumbrances created by, through, under or with the consent of Tenant, and
Tenant or its designee shall accept such title, subject, however, to the
condition of the Premises on the date of purchase, the Permitted Exceptions,
all liens and encumbrances created by, through, under or with the consent of
Tenant and all applicable Legal Requirements, but free of the lien of the
Bond Indenture (as hereinafter defined) and of liens and encumbrances
resulting from acts of Landlord taken without the consent of Tenant.

(b) Upon the date fixed for any purchase of any
interests in the Premises or any portion thereof hereunder,
Tenant shall, by wire transfer of immediately available funds,

<PAGE>

pay to Landlord, or as Landlord may direct in writing, the purchase price
therefor specified herein together with all Basic Rent, Additional Rent
(including, without limitation, any NCIDA Costs, as defined in the Bond
Indenture) and other sums then due and payable hereunder (including without
limitation any Make Whole Premium, as hereinafter defined, which may become
due and payable under the Bond Indenture or any other mortgage encumbering
Landlord's interest in the Premises) to and including such date of purchase
and there shall be delivered to Tenant a deed to or other conveyance of the
interests in the Premises or portion thereof then being sold to Tenant and
any other instruments necessary to convey the title thereto described in
Section 3.1(a) and to assign any other Premises then required to be assigned
by Landlord pursuant hereto. Tenant shall pay all charges incident to such
conveyance and assignment, including, without limitation, its counsel fees,
escrow fees, recording fees, title insurance premiums, transfer taxes and all
other applicable taxes (other than any income or franchise taxes of Landlord)
which may be imposed by reason of such conveyance and assignment and the
delivery of said deed or conveyance and other instruments. Upon the
completion of any purchase of the entire Premises (but not of any lesser
interest than the entire Premises) but not prior thereto (whether or not any
delay or failure in the completion of such purchase shall be the fault of
Landlord), this Lease shall terminate, except with respect to obligations and
liabilities of Tenant hereunder, actual or contingent, which have arisen on
or prior to such completion of purchase. Notwithstanding the foregoing, in
the event that the Bond Indenture shall allow Tenant to purchase the Bonds
secured by the Bond Indenture, and provided that Lender shall consent thereto
in writing, the purchase price payable for the Premises may be paid by (i)
payment to the Lender of an amount equal to the sum of (A) the outstanding
principal balance of the Bonds, (B) all accrued and unpaid interest thereon
to the date of purchase, (c) the Make Whole Premium, if applicable, and (D)
all other Indebtedness, if any, due and payable under (and as defined in) the
Bond Indenture, plus (ii) payment to Landlord of an amount equal to (A) the
sum of (1) the applicable Stipulated Loss Value, plus (2) the Make Whole
Premium, if applicable, minus (B) the amount paid to Lender pursuant to
clause (I), both such payments to be paid in the form of wire transferred
funds as outlined in the first sentence of this Section 3.1(b). In all
events, Tenant shall be obligated to pay all Basic Rent, Additional Rent and
other amounts due pursuant to the provisions of this Section 3.1(b). The
"Make Whole Premium" shall have the meaning set forth in the Bond Indenture,
or if not defined in the Bond Indenture, shall mean the amount which Landlord
is obligated to pay in excess of outstanding principal and accrued interest
in connection with a prepayment or defeasance of the Bond Indenture or
purchase of the Bonds, which prepayment or defeasance or purchase of the
Bonds arises as a result of the event giving rise to the Make Whole Premium.

3.2. Condemnation and Casualty.

(a) General Provisions. Tenant hereby irrevocably
assigns to Landlord any award, compensation or insurance payment
to which Tenant may become entitled by reason of Tenant's
interest in the Premises (not including any of Tenant's Personal
Property) (i) if the

<PAGE>

use, occupancy or title of the Premises or any part thereof is taken,
requisitioned or sold in, by or on account of any actual or threatened
eminent domain proceeding or other action by any person having the power of
eminent domain ("Condemnation") or (ii) if the Premises or any part thereof
are damaged or destroyed by fire, flood or other casualty ("Casualty"). (All
awards, compensations, and insurance payments on account of any Condemnation
or Casualty are hereinafter collectively called "Compensation".) In the
event of any Casualty, or in the event of a Condemnation or threatened
Condemnation, Tenant shall give prompt written notice thereof to Landlord
(which notice shall set forth Tenant's good faith estimates of the cost of
repairing or restoring any damage or destruction caused thereby), or, if
Tenant cannot reasonably estimate the anticipated cost of restoration, Tenant
shall nonetheless give Landlord prompt notice of the occurrence of any such
Casualty or Condemnation, and will diligently proceed to obtain estimates to
enable Tenant to quantify the anticipated cost of such restoration, whereupon
Tenant shall promptly notify Landlord of such good faith estimate. Landlord
may appear in any such proceeding or action, to negotiate, prosecute and
adjust any claim for any Compensation, and Landlord shall collect any such
Compensation. Landlord shall pay all costs and expenses in connection with
each such proceeding, action, negotiation, prosecution and adjustment, for
which costs and expenses, Landlord shall be reimbursed out of any
Compensation received. Tenant shall be entitled to participate in any such
proceeding, action, negotiation, prosecution or adjustment unless an Event of
Default shall have occurred and be continuing. All Compensation shall be
applied pursuant to the applicable provisions of Article 3 and all such
Compensation (less the expense of collecting such Compensation), is herein
called the "Net Proceeds".

(b) Major Condemnation and Major Casualty. If a Condemnation or
Casualty shall affect all or a substantially all of the Premises and shall
render the Premises unsuitable for restoration for continued use and
occupancy in Tenant's business (herein a "Major Casualty" and a "Major
Condemnation"), or if Tenant is required to make a Rejectable Offer pursuant
to Section 3.2(d), then Tenant may, not later than thirty (30) days after
such Major Condemnation or Major Casualty or shall immediately upon the
expiration of the eighteen month period specified in Section 3.2(d), as the
case may be, deliver to Landlord (i) notice of its intention to terminate
this Lease on the next Payment Date (the "Lease Termination Date") which
occurs not less than 120 days after the delivery of such notice and (ii) a
certificate of Tenant describing the event giving rise to such termination
and stating that Tenant has determined in good faith that such Major
Condemnation or Major Casualty, as the case may be, has rendered the Premises
unsuitable for restoration for continued use and occupancy in Tenant's
business, and (iii) documentation to the effect that termination of this
Lease will not be in violation of any agreement then in effect with which
Tenant is obligated to comply pursuant to this Lease. If the Lease
Termination Date occurs during the Primary Term, such notice shall be
accompanied by an irrevocable offer by Tenant (a "Rejectable Offer") to
Landlord to purchase on the Lease Termination Date any remaining portion of
the Premises and the Net Proceeds, if any, payable in connection with such
Major Condemnation or Major Casualty (or the right to receive the same when
made, if payment thereof has not yet

<PAGE>

been made), at a price (the "Stipulated Loss Value") equal to the applicable
amount set forth with respect to the applicable Lease Termination Date as set
forth on Schedule E. If either (1) Landlord shall reject such offer by
notice given to Tenant not later than the 15th day prior to the Lease
Termination Date or (2) the Lease Termination Date occurs during an Extended
Term, this Lease shall terminate on the Lease Termination Date, except with
respect to obligations and liabilities of Tenant hereunder, actual or
contingent, which have arisen on or prior to the Lease Termination Date, upon
payment by Tenant of all Basic Rent, Additional Rent (including, without
limitation, all NCIDA Costs) and other sums then due and payable hereunder to
and including the Lease Termination Date, and the Net Proceeds shall belong
to Landlord. Unless Landlord shall have rejected such offer in accordance
with this Section, Landlord shall be conclusively considered to have accepted
such offer, and, on the Lease Termination Date, Tenant shall pay to Landlord
the Stipulated Loss Value (together with all other amounts due to Landlord
under this Lease, including, Basic Rent and Additional Rent (including,
without limitation, all NCIDA Costs)) and there shall be conveyed to Tenant
or its designee the remaining portion of the Premises, if any, and there
shall be assigned to Tenant or its designee all its interest in the Net
Proceeds, pursuant to and upon compliance with Section 3.1.

(c) Rejection of Rejectable Offer. If the Landlord rejects a
Rejectable Offer by a written notice given to the Tenant within the time
period set forth in Section 3.2(b), then this Lease shall terminate on the
Lease Termination Date and any Net Proceeds (other than those specifically
relating to the Tenant's Personal Property), if any, payable in connection
with a Major Casualty or Major Condemnation (or the right to receive the same
when made if payment therefor has not yet been made) shall be assigned or
paid and belong to the Landlord, and, in addition, the Tenant shall pay to
the Landlord an amount equal to any deductible or self insurance amount in
effect under the policy or policies insuring the risk relating to such Major
Casualty or Major Condemnation, all Basic Rent accrued as of such Lease
Termination Date, all Additional Rent (including, without limitation, all
NCIDA Costs) and all other amounts then due and payable by the Tenant under
this Lease. During such time as an Bond Indenture encumbers the Premises,
no rejection of a Rejectable Offer shall be effective unless countersigned by
the Lender.

(d) Less than Major Condemnation or Casualty/Repair and
Restoration. If, after a Condemnation or Casualty, Tenant is not permitted
to give or, if permitted, does not give notice of its intention to terminate
this Lease as provided in Section 3.2 (and is not required to give such
notice pursuant to Section 3.2), then this Lease shall continue in full force
and effect and Tenant shall, at its expense, promptly rebuild, replace or
repair the Premises in conformity with the requirements of Sections 2.5 and
3.4 so as to restore the Premises (in the case of Condemnation, as nearly as
practicable) to the condition and fair market value thereof immediately prior
to such occurrence (or if under construction at such time, to the condition
and fair market value thereof at the time of completion). Prior to any such
rebuilding, replacement or repair, Landlord and Tenant shall agree on the
maximum cost

<PAGE>

thereof (the "Restoration Cost"). If the repair constitutes a Material
Alteration, the Restoration Cost must be confirmed by an independent
architect registered or licensed as such in the State of New York and
approved by Landlord in its reasonable discretion ("Architect"), and if the
Restoration Cost is more than the amount of Net Proceeds, the Tenant shall
(if required of Landlord by the Bond Indenture) deliver or cause to be
delivered to Lender (i) cash collateral in an amount equal to such excess, or
(ii) an unconditional, irrevocable, clean sight draft letter of credit, in
form and substance, and issued by a bank, acceptable to Lender in its sole
discretion, in the amount of such excess, or (iii) evidence acceptable to
Lender that the excess has been expended in performing the restoration work
prior to any funds being drawn from the Net Proceeds. The Restoration Cost
shall be paid first out of Tenant's own funds to the extent that the
Restoration Cost exceeds the Net Proceeds payable in connection with such
occurrence, after which expenditure Tenant shall be entitled to receive the
Net Proceeds, but only against certificates (and lien releases and other
items generally and reasonably required in connection with disbursement of
construction loan or insurance proceeds) of Tenant delivered to Landlord from
time to time as such work or rebuilding, replacement and repair progresses,
each such certificate describing the work for which Tenant is requesting
payment and the cost incurred by Tenant in connection therewith and stating
that Tenant has not theretofore received payment for such work. To the
extent that the Bond Indenture requires that Tenant deliver its portion of
the Restoration Cost to Lender (or other security acceptable to Lender),
Tenant shall deliver the same to Lender. In addition, in such event the
Restoration Cost shall be disbursed in accordance with the procedure set
forth in Section 3.2(f) below. Any Net Proceeds remaining after final
payment has been made for such work shall be delivered to Tenant. In the
event of any temporary Condemnation, this Lease shall remain in full force
and effect and Tenant shall be entitled to receive the Net Proceeds allocable
to such temporary Condemnation, except that such portion of the Net Proceeds
allocable to the period after the expiration or termination of the term of
this Lease shall be paid to Landlord. If the cost of any rebuilding,
replacement or repair required to be made by Tenant pursuant to this Section
3.2(d) shall exceed the amount of such Net Proceeds, the deficiency shall be
paid by Tenant. In the event that the work of rebuilding, replacement or
repair is not completed within eighteen months of the Casualty or
Condemnation, Tenant shall, upon the expiration of such eighteen month
period, make a Rejectable Offer in accordance with the provisions of this
Article 3. Tenant shall not be entitled to disbursements of Net Proceeds if
an Event of Default has occurred and is continuing.

(e) The Basic Rent and the Additional Rent payable under the
provisions of this Lease shall not be affected, altered or reduced by any
Casualty or Condemnation (except as specifically set forth in subparagraph
(b) with respect to a termination of the Lease upon payment of the amounts
required therein). Tenant's obligation to continue to pay Basic Rent and
Additional Rent shall continue notwithstanding any such Condemnation or
Casualty.

(f) If the Restoration Costs are required to be held by Lender,
then such Net Proceeds, together with any amount required to be furnished by
Tenant pursuant to Section

<PAGE>

3.2(d) above, shall be held by Lender and shall be paid out from time to time
to Tenant as the work progresses (less any cost to Lender or Landlord of
recovering and paying out such proceeds, including, without limitation,
reasonable attorney's, trustee's or escrow fees relating thereto and costs
allocable to inspecting the work and the plans and specifications therefor),
subject to each of the following conditions:

(i) Each request for payment shall be made on not less than
ten (10) Business Days' prior notice to Lender and shall be accompanied by an
officer's certificate (or if such work is being performed under the
supervision of an Architect, by a certificate of such Architect), stating (A)
in the case of an officer's certificate only, that no Event of Default exists
hereunder, (B) that, based upon an inspection of the Property, all of the
work completed has been done in substantial compliance with the approved
plans and specifications, if required, (c) that the sum requested is validly
required to reimburse Tenant for payments by Tenant, or is validly due to the
contractor, subcontractors, materialmen, laborers, engineers, architects or
other persons rendering services or materials for the work (giving a brief
description of such services and materials), and that when added to all sums
previously paid out by Lender does not exceed the value of the work done to
the date of such certificate, (D) if the sum requested is to cover payment
relating to repair and restoration of personal property required or relating
to the Property, that title to the personal property items covered by the
request for payment is vested in Landlord (or in NCIDA) or Tenant, as
applicable, and (E) the remaining cost to complete such work and that the
remaining amount held by Lender (together with any amounts contemporaneously
deposited by Tenant with Lender in connection therewith) shall be sufficient
to cover such cost of completion, provided, however, that if such certificate
is given by an Architect, such Architect shall certify as to clause (B)
above, and Tenant shall certify as to the remaining clauses above, and
provided further that Lender shall not be obligated to disburse such funds if
Lender determines, in Lender's reasonable discretion, that Tenant is not in
compliance with this Section 3.2(f)(I). Additionally, each request for
payment shall contain a statement signed by Tenant approving both the work
done to date and the work covered by the request for payment in question.

(ii) Each request for payment shall be accompanied by waivers
of lien satisfactory to Lender covering that part of the work for which
payment or reimbursement has been made as of the date of the current request
and, if required by Lender, a search prepared by a title company or licensed
abstractor, or by other evidence satisfactory to Lender that there has not
been filed with respect to the Premises any mechanics, or other lien or
instrument for the retention of title relating to any part of the work not
discharged of record. Additionally, as to any personal property covered by
the request for payment, Lender shall be furnished with evidence of payment
therefor and such further evidence satisfactory to assure Lender that the
priority of its lien on and security interest in the personal property has
not been altered.

(iii) Landlord and Lender shall have the right to inspect
the work at

<PAGE>

all reasonable times upon reasonable prior notice and may condition any
disbursement of Net Proceeds upon the satisfactory completion, as determined
in Lender's sole discretion, of any portion of the work for which payment or
reimbursement is being requested. Neither the approval by Lender or Landlord
of any required plans and specifications for the work nor the inspection by
Lender or Landlord of the work shall make Lender or Landlord responsible for
the preparation of such plans and specifications, or of the work, with any
applicable Legal Requirement, covenant or agreement.

(iv) Net Proceeds shall not be disbursed more frequently than
once every thirty (30) days.

(v) So long as an Event of Default shall have occurred and be
continuing Lender in its sole discretion, may after five (5) days written
notice to Tenant, apply any Net Proceeds held by it to continue restoration
and repair of the Property or such Net Proceeds may be applied to pay or
prepay, in whole or in part, any indebtedness secured by the Bond Indenture.

Net Proceeds held by Lender in accordance with this Section shall be held in
an interest bearing account if (A) such an account is available at the
institution at which Lender holds such Net Proceeds, and (B) Lender
determines, in its reasonable judgment, that holding the Net Proceeds in such
an account is practical under the then existing circumstances.

(g) Notwithstanding any other provision of this Section, if in
Landlord's reasonable judgment the cost of the Work is less than $250,000
with respect to any one Casualty or partial Condemnation, such Work can be
completed in less than ninety (90) days and no Event of Default has occurred
and is continuing and if allowed pursuant to the provisions of the Bond
Indenture, then Landlord, upon request by Tenant, shall permit Tenant to
apply for and receive the Net Proceeds directly from the insurer or payor
thereof (and Landlord shall advise such insurer or payor and Lender to pay
over such Net Proceeds directly to Tenant), provided that Tenant shall
promptly and diligently commence and complete such Work in a good and
workmanlike manner.

(h) If an Event of Default shall have occurred and be continuing
or if Tenant (i) shall fail to submit to Landlord for approval plans and
specifications (if required pursuant to Section 3.2(c) hereof) for the Work
(approved by the Architect and by all governmental authorities whose approval
is required), (ii) after any such plans and specifications are approved by
all such governmental authorities, the Architect, Landlord and Lender, shall
fail to commence promptly such Work, (iii) after Lender or Landlord has
released the Loss Proceeds to the extent provided for hereunder, shall fail
to diligently prosecute such Work to completion, or (iv) fail in any other
respect to comply with the Work obligations under this Section 3.2, then in
addition to all other rights available hereunder, at law or in equity,
Landlord or Lender, or any receiver of the Premises or any portion thereof,
upon five (5)

<PAGE>

days prior notice to Tenant (except in the event of emergency in which case
no notice shall be required), unless the Event of Default shall have been
cured, may (but shall have no obligation to) perform or cause to be performed
such Work, and may take such other steps as either Landlord or Lender deems
advisable (but such performance shall not cure the default of Tenant).
Tenant hereby waives, for Tenant and all others holding under or through
Tenant, any claim, other than for willful misconduct, against Landlord and
Lender and any receiver arising out of any act or omission of Landlord or
Lender or such receiver pursuant hereto, and Landlord or Lender or such
receiver may apply all of any portion of the Loss Proceeds (without the need
to fulfill any other requirements set forth in this Section 3.2) to reimburse
Landlord or Lender or such receiver, for all amounts incurred in connection
with the Work, and any costs not reimbursed to such parties shall be paid by
Tenant to Landlord (or such other party) on demand, together with interest
thereon at the Rate from the date such amounts are advanced until the same
are paid by Tenant.

3.3. Insurance.

(a) Tenant will maintain insurance on the Premises of the
following character:

(i) Insurance with respect to the Improvements against all
perils included within the classification "All Risk of Physical Loss",
covering such risks as shall be customarily insured against with respect to
improvements similar in construction, location and use including by way of
example, earthquake, flood, sprinkler leakage, debris removal, cost of
demolition, malicious mischief, water damage, boiler and machinery explosion
or damage and the like, with extended coverage, and in amounts not less than
the greater of (x) 100% of the actual replacement cost of the Improvements
(exclusive of foundations and excavations), without regard to depreciation,
and (y) such other amount as is necessary to prevent any reduction in such
policy by reason of and to prevent Landlord, NCIDA, Tenant or Lender or any
other insured thereunder from being deemed to be a co-insurer. If as of the
date hereof, or at any time during the term of this Lease, the Premises are
not in compliance with all Legal Requirements such that in the event of a
partial or total casualty or destruction such Legal Requirements would
prohibit Landlord or Tenant from restoring or rebuilding the Premises to the
specifications and condition of the Premises prior to such casualty or
destruction, then Landlord or Tenant shall be required to carry agreed value
insurance.

(ii) General public liability insurance insuring Tenant and
naming Landlord, NCIDA and Lender as additional insureds, against all claims
for damages to person or property or for loss of life or of property
occurring upon, in, or about the Premises in limits of at least $5,000,000
combined single limit for bodily injury or death to any one person,
$10,000,000 for bodily injury or death to any number of persons in respect of
any one accident or occurrence and $1,000,000 for property damage in respect
of one accident or occurrence, or such greater limits as may be required from
time to time by any Lender or as

<PAGE>

may be reasonably required from time to time by Landlord consistent with
insurance coverage on properties similarly constructed, occupied and
maintained, such insurance to include full coverage of the indemnity set
forth in Section 2.4. Such insurance may be maintained through umbrella
and/or excess liability coverage.

(iii) Worker's compensation insurance (including employers'
liability insurance, if requested by Landlord) to the extent required by the
law of the state in which the Premises are located and to the extent
necessary to protect NCIDA, Landlord and Tenant against worker's compensation
claims.

(iv) Flood insurance in an amount equal to the full insurable
value of the Premises or the maximum amount available, whichever is less, if
all or any portion of the improvements located on the Premises are located in
an area which has been designated by the Secretary of Housing and Urban
Development as having special flood hazards, and if flood insurance is
available under the National Flood Insurance Act.

(v) During any period during which construction is conducted
on the Premises and during which period the construction and materials are
not covered by the existing policies, premium prepaid insurance policies
covering the Premises (which during construction shall be on an "All-Risk"
perils, including theft, "Builder's Risk," "Completed Value" form) in amounts
equal to the replacement costs of the Improvements (including construction
materials and personal property on or off site) covering insurance risks no
less broad than those covered under a Standard Multi Peril (SMP) policy form,
which contains a 1987 Commercial ISO "Causes of Loss-Special Form," with
coverage for such other expenses as Landlord or Lender may reasonably
require. Such insurance shall contain an agreed amount endorsement (such
amount to include foundation and underground pipes) and bear a 100%
co-insurance clause. Said policies shall contain a permission to occupy
endorsement.

(vi) During any period when construction is conducted on the
Premises, worker's compensation, employers' liability, commercial auto
liability, and commercial general liability insurance (including contractual
liability and completed operations coverage) for each general contractor
written on a 1986 standard "ISO" occurrence basis form or equivalent and
excess umbrella coverage, carried during the course of construction, with
general liability insurance limits as set forth in clause (ii) above.

(vii) Such other insurance, in such amounts and against
such risks, as (a) otherwise may be required by this Lease, (b) may be
reasonably required by Landlord, or (c) as is commonly obtained in the case
of premises similar in use to the Premises and located in the state in which
the Premises are located.

(b) Such insurance shall be issued by companies authorized to
transact business in the state in which the Premises are located and having
an Alfred M. Best Company

<PAGE>

rating of "A-" or better and financial size category of not less than VIII,
and have an insurance company claims paying rating equal to or greater than A
by Standard & Poors Corporation. No policy maintained by Tenant thereunder
shall provide for a deductible or self-insured retention in excess of
$250,000.00. If the Premises or any part thereof shall be damaged or
destroyed by Casualty, Tenant promptly shall notify Landlord thereof.
Originals or certified copies of all insurance policies shall be delivered to
Landlord and Lender. Tenant shall, promptly upon receipt but in no event
less than ten (10) days prior to the expiration date of any of the insurance
policies required to be maintained pursuant to this Lease, deliver to
Landlord, Lender and NCIDA originals or certified copies of renewals of such
policies (or certificates evidencing such renewals) bearing notations
evidencing the payment of premiums.

(c) Every such policy (other than any general public liability or
workers' compensation policy) shall bear a mortgagee endorsement in favor of
the Indenture Trustee, so long as the Bond Indenture has not been discharged,
and thereafter in favor of any mortgagee under any mortgage granted by
Landlord creating a lien on the interests of Landlord in the Premises which
has first priority after the PILOT Mortgage (the Bond Indenture, so long as
it has not been discharged, and thereafter any such mortgage being referred
to herein as the "Indenture"), and any loss under any such policy shall be
payable to the Indenture Trustee, so long as the Bond Indenture has not been
discharged, and thereafter shall be payable to the mortgagee under any such
other Indenture (the Indenture Trustee, subject to the direction of the
Bondholders, as set forth in the Bond Indenture, and thereafter any mortgagee
under any such other Indenture, being referred to, together with their
successors and assigns, herein as the "Lender"). Proceeds payable under any
such policy shall be held and applied pursuant to the provisions of Section
3.2.

(d) All such insurance (other than any worker's compensation
policy) shall be endorsed to provide that:

(i) such insurance will not be canceled or amended except
after 30 days' written notice to Landlord, NCIDA and Lender and that it shall
not be invalidated by any act or negligence of NCIDA, Landlord, Tenant or
any person or entity having an interest in the Premises, nor by occupancy or
use of the Premises for purposes more hazardous than permitted by such
policy, nor by any foreclosure or other proceedings relating to the Premises,
nor by change in title to or ownership of the Premises.

(ii) Landlord and Lender, as their interests may appear, are
each an additional insured with the understanding that any obligation
imposed upon the insured (including, without limitation, the liability to pay
premiums, but excluding any obligation of the insured to cooperate with any
insurer or any insurer's representative in the investigation, defense or
settlement of any claim covered under such insurance) shall be the sole
obligation of the Tenant and not that of any other insured;

<PAGE>

(iii) all insurance proceeds payable under any policy of
insurance with respect to the Premises shall be paid to the Landlord or its
designee unless such proceeds are to be paid to a Lender pursuant to a
mortgagee endorsement applicable to such policy;

(iv) the interests of the NCIDA or Lender shall not be
invalidated by any action or inaction of the Landlord, Tenant or any other
person, and such insurance shall insure the Lender and NCIDA regardless of
any breach or violation by the Tenant, the Landlord or any other person of
any warranties, declarations or conditions contained in the policies relating
to such insurance or application therefor, and shall insure the Lender
regardless of any breach or violation by NCIDA of any warranties,
declarations or conditions contained in the policies relating to such
insurance or application therefor;

(v) the interests of Landlord shall not be invalidated by any
action or inaction of Tenant or any other person, and such insurance shall
insure Landlord and Lender regardless of any breach or violation by the
Tenant or any other person of any warranties, declarations or conditions
contained in the policies relating to such insurance or application therefor;

(vi) the policies provided by Tenant shall waive all rights of
subrogation against the Landlord, NCIDA and Lender and waive any right of
set-off and counterclaim and any other right of deduction, whether by
attachment or otherwise;

(vii) such insurance shall be primary without right of
contribution from any other insurance carried by or on behalf of the Tenant,
NCIDA or the Landlord or any other person with respect to its interest in the
Premises;

(viii) all terms, conditions, insuring agreements and
endorsements, with the exception of limits of liability, shall operate in the
same manner as if there were a separate policy covering each insured.

(e) Tenant shall deliver to Landlord, NCIDA and Lender copies of
the applicable insurance policies and original or duplicate certificates of
insurance, satisfactory to and permitting reliance thereon by Landlord, NCIDA
and Lender, evidencing the existence of all insurance which is required to be
maintained by Tenant hereunder, such delivery to be made (i) upon the
execution and delivery hereof and (ii) at least 30 days prior to the
expiration of any such insurance (except that the actual policies (as opposed
to certificates, which must be delivered as outlined above) may be delivered
when available). In the event of any transfer by Landlord of Landlord's
interest in the Premises or any financing or refinancing of Landlord's
interest in the Premises, Tenant shall, upon not less than ten (10) business
days' prior written notice, deliver to Landlord or any mortgagee providing
such financing or refinancing, as the case may be, certificates of all
insurance required to be maintained by Tenant hereunder naming such
transferee or such mortgagee, as the case may be, as an additional insured to
the

<PAGE>

extent required herein effective as of the date of such transfer, financing
or refinancing. Tenant shall not obtain or carry separate insurance
concurrent in form or contributing in the event of loss with that required by
this Section 3.3 unless Landlord is an additional insured therein and unless
there is a mortgagee endorsement in favor of Lender with loss payable as
provided herein. Tenant shall immediately notify Landlord whenever any such
separate insurance is obtained and shall deliver to Landlord, NCIDA and
Lender the policies or certificates evidencing the same.

(f) Any insurance required hereunder may be provided under blanket
policies provided that the Premises and the applicable coverage applicable
thereto are specified therein.

(g) Any loss under any Premises damage insurance required to be
maintained by Tenant shall be adjusted jointly by Landlord and Tenant (and
to the extent provided in the Bond Indenture, by Lender); provided, however,
if an Event of Default shall have occurred and be continuing, Landlord shall
have the sole right to make such adjustment and collection.

(h) The requirements of this Section 3.3 shall not be construed to
negate or modify Tenant's obligations under Section 2.4.

3.4. Alterations.

(a) Tenant may, at its expense, make additions to and alterations
and demolition of the Improvements, and construct additional Improvements
(collectively, "Alterations"), provided that (i) the fair market value,
utility and useful life of the Premises shall not be lessened thereby, (ii)
such Alterations shall be expeditiously completed in a good and workmanlike
manner, free and clear of liens and encumbrances, and in compliance with all
applicable Legal Requirements and the requirements of all insurance policies
required to be maintained by Tenant hereunder, (iii) Tenant shall not make
any Alterations in violation of the terms of any restriction, easement,
condition, covenant or other matter affecting title to or use of the
Premises, (iv) during such period as the Finance Lease is in effect, such
Alterations do not change the nature of the Premises so that it would not
constitute a commercial facility and a qualified "project" as defined in and
contemplated by the Act, as defined in the Finance Lease, and (v) no Material
Alterations, as hereinafter defined, shall be made unless Landlord's prior
written consent shall have been obtained, which consent shall not be
unreasonably withheld, delayed or conditioned, unless an Event of Default
shall have occurred and be continuing in which case such consent may be
withheld by Landlord in its sole discretion. "Material Alteration" is defined
as either (A) Structural Work (as hereinafter defined), or (B) any demolition
of any portion of the Improvements, or (C) Alterations which would adversely
affect the building systems or equipment, or (D) Work which involves the
construction of a shared common or party wall on a property line which
separates the Premises from adjacent

<PAGE>

land, or (E) Work for which the Estimated Cost is in excess of $2,500,000.00.
"Structural Work" is defined as Work which involves any roof, load-bearing
wall, structural beams, columns, supports, foundation or any other structural
element of the Premises. "Estimated Cost" is defined as the estimated cost of
materials, construction and labor (not including architects, engineers or
other professionals), as estimated by a licensed Architect (or if not
required by the terms hereof to be estimated by an Architect, as reasonably
estimated by Landlord), which estimate together with a complete description
of the Work and all related work shall be delivered to, and such estimate and
description reasonably approved by, Lender and Landlord before the
commencement of any Work hereunder. In addition to the limitations set
forth in (i) through (v) above, Tenant agrees that all Alterations, Material
Alterations, Structural Work, restoration, repair and any other work which
Tenant shall be required or permitted to do under the provisions of this
Lease (hereinafter, without duplication, collectively called the "Work")
shall be performed in each case subject to the following:

(I) Tenant shall obtain and deliver to Landlord the written
consent of Lender before the commencement of any Work hereunder, whenever
such consent shall be necessary under the provisions of any Bond Indenture.
This paragraph is not intended to require approval of a Lender, but only to
require Tenant to obtain such approval if required under the provisions of
the applicable Bond Indenture.

(II) Tenant shall not perform any Work which shall have an
adverse effect on the use or operation of the Premises, as operated by Tenant
as of the date hereof (or as of the date of Completion). Any Work when
completed shall be of such a character as not to reduce the value of the
Premises below its value immediately prior to the commencement of such Work
or damage necessitating such Work or change.

(III) No Work shall be performed by Tenant if the same
would materially reduce the usable square footage of the Improvements, or
would weaken, temporarily or permanently, the structure of the Improvements
or any part thereof, or reduce the permitted uses thereof under applicable
zoning laws or impair other amenities of the Premises.

(IV) No Material Alterations shall be commenced until detailed
plans and specifications (including layout, architectural, mechanical and
structural drawings), prepared by an Architect shall have been submitted to
and approved by Landlord, and no such Work shall be undertaken except under
the supervision of the Architect.

(V) The reasonable cost and expense of Landlord's and
Lender's respective (A) review of any plans and specifications required to be
furnished pursuant to this Lease or (B) review/supervision of any such Work,
shall be paid by Tenant to Landlord, within ten (10) days after demand, or,
at the option of Landlord, as Additional Rent.

<PAGE>

(VI) All Work shall be commenced only after all required
municipal and other governmental permits, authorizations and approvals shall
have been obtained by Tenant, at its own cost and expense, and copies thereof
delivered to Landlord. Landlord will, on Tenant's written request, promptly
execute any documents necessary to be signed by Landlord to obtain any such
permits, authorizations and approvals, provided that Tenant shall bear any
expense or liability of Landlord in connection therewith; provided that none
of the foregoing shall, in any manner, result in a change in zoning or
otherwise have an adverse affect on the ability to use the Premises as
currently operated by Tenant.

(VII) If the Work shall constitute a Material Alteration,
it shall not be commenced until Tenant shall have obtained and delivered to
Landlord, either (A) a performance bond and a labor and materials payment
bond (issued by a corporate surety licensed to do business in the State of
New York and satisfactory to Landlord), each in an amount equal to the
Estimated Cost of such Work and in form otherwise satisfactory to Landlord
and from a financial institution reasonably acceptable to Landlord, or (B)
such other security as shall be reasonably satisfactory to Landlord.

(VIII) All Work shall be performed in a first-class
workmanlike manner, and in accordance with all Legal Requirements, as well as
any plans and specifications therefor which shall have been approved by
Landlord. All Work shall be commenced and completed in a commercially
reasonable manner.

(IX) Subject to the terms of Section 2.6 hereof, the cost of
all Work shall be paid promptly, in cash, so that the Premises and Tenant's
leasehold estate therein shall at all times be free from (A) liens for labor
or materials supplied or claimed to have been supplied to the Premises or
Tenant, and (B) chattel mortgages, conditional sales contracts, title
retention agreements, security interest and agreements, and financing
agreements and statements; provided, however, that this (whether in its own
behalf or as agent for NCIDA) clause (B) shall not apply to personalty and
equipment purchased by Tenant with its own funds (whether on its own behalf
or as agent for NCIDA) for use at the Premises, irrespective of whether such
personalty or equipment is deemed a fixture.

(X) Upon completion of any Work, Tenant, at Tenant's expense,
shall obtain certificates of final approval of such Work required by any
governmental or quasi-governmental authority and shall furnish Landlord with
copies thereof, and, if the Work constituted Material Alterations, together
with "as-built" plans and specifications for such Work.

(XI) Any Work shall be subject to inspection at any time and
from time to time by any of Landlord or Lender, their respective
architect(s), or their duly authorized representatives, and if any such party
upon any such inspection shall be of the

<PAGE>

opinion that the Work is not being performed in accordance with the
provisions of this Section 3.4 or the plans and specifications, or that any
of the materials or workmanship are not first-class or are unsound or
improper, Tenant shall correct any such failure and shall replace any unsound
or improper materials or workmanship. Anything contained herein to the
contrary notwithstanding, any different procedure for the performance of Work
which may be required under any Bond Indenture shall take precedence over and
be in addition to the procedures provided for in this Lease.

(XII) Except as may be expressly provided to the contrary
hereunder with respect to Severable Alterations or with respect to Tenant's
Personal Property, all Alterations installed in or upon the Premises at any
time during the Term shall become the property of Landlord (or of NCIDA if
required under the Finance Lease) and shall remain upon and be surrendered
with the Premises unless Landlord, by notice to Tenant no later than thirty
(30) days prior to the Expiration Date, elects to have the same removed or
demolished by Tenant, in which event, the same shall be removed from the
Premises by Tenant prior to the termination of this Lease, at Tenant's
expense. Tenant may expressly request in Tenant's written request for
consent that Landlord determine its election prior to installation (which
written request shall include the estimated cost of removal and restoration).
Tenant shall immediately repair any damage to the Premises caused by its
removal of any of the Severable Alterations or Tenant's Personal Property or
Alterations which remain the property of Tenant pursuant to the terms of this
Section. All property permitted or required to be removed by Tenant at the
end of the Term remaining in the Premises after Tenant's removal shall be
deemed abandoned and may, at the election of Landlord, either be retained as
Landlord's property or may be removed from the Premises by Landlord at
Tenant's expense. The provisions of this Section shall survive the
expiration or earlier termination of the Term.

(b) Tenant may, at its cost and expense, install, or place upon or
reinstall, or replace and remove from the Premises any Tenant's Personal
Property. Subject to and conditioned upon compliance with the provisions of
Section 3.4(a) above, Tenant may make Alterations or undertake construction
which requires sharing the use of existing facilities and utilities, provided
that reciprocal easement agreements and joint use agreements allocate
ownership, use and expenses to the reasonable satisfaction of Landlord, and
provided that the same comply with the provisions of Section 3.6. No such
construction shall impair the structural and functional integrity of the
Premises as an independent commercial property, in compliance with Legal
Requirements, at the time the Alterations are made or at the end of the term
of this Lease. Tenant will take such action at the end of the Term as
Landlord may reasonably request to ensure such continued compliance.

3.5. Severable Alterations. Alterations that (1) are readily removable
without causing damage to the Premises by more than a minimal extent, (2)
will not reduce the value, useful life or utility of the Premises if removed,
and (3) are not required for the lawful occupancy of the Premises, are
sometimes referred to herein as "Severable Alterations". Title

<PAGE>

to Severable Alterations will remain in Tenant (or in NCIDA if required under
the Finance Lease) unless the cost thereof shall have been paid or financed
by Landlord. If Tenant does not purchase the Premises upon termination of
this Lease, Landlord shall have the right to purchase any or all such
Severable Alterations for fair market value at the termination of this Lease,
such fair market value to be determined as follows:

Landlord and Tenant shall each designate an appraiser within
fifteen (15) Business Days after notice from either of them
that it is unable to agree on the fair market value. If
either fails to designate such appraiser within such 15-day
period, then the determination shall be made by the
appraiser first designated. The appraisers so designated
shall meet within ten (10) Business Days after the
designation of the second appraiser and if such two
appraisers agree upon the fair market value within fifteen
(15) Business Days thereafter, the agreed amount shall be
the fair market value. If they are unable to agree upon the
fair market value within fifteen (15) Business Days after
such meeting, said two appraisers shall appoint a third
appraiser to act with the first two appraisers in
determining the fair market value. If the two appraisers
cannot agree on a third appraiser within ten (10) Business
Days, the third appraiser shall be appointed by the American
Arbitration Association in the City and State of New York
upon application of either party. All appraisers designated
pursuant to this section shall be qualified MAI appraisers
with at least ten (10) years experience in the State of New
York, shall be sworn to perform their duties as appraisers,
fairly and impartially, and the determination of the
appraisers shall be given within a period of fifteen (15)
Business Days after the appointment of such third appraiser.
The decision of a majority of the appraisers shall determine
the fair market value. If a majority of the three
appraisers is unable to agree on the fair market value
within said 15-day period, each of the three appraisers
shall promptly prepare an appraisal of the fair market value
and the closest two of the three appraisals shall be added
together and their total divided by two with the resulting
amount being the fair market value.

3.6. Purchase Option. If Tenant is not at the time in default
hereunder, Tenant shall have the option to purchase the Premises either (a)
during the last month of the 10th year of the Primary Term, or (b) during the
last month of the 15th year of the Primary Term, or (c) at any time during
any Extended Term, upon at least 365 days' prior notice to Landlord (with a
copy to NCIDA). The purchase price for such option shall be a price equal
to the greater of either (x) the fair market value of the Premises (as of the
date the Premises are to be transferred), as encumbered by this Lease (i.e.,
taking into account the rights and obligations of Landlord and Tenant under
this Lease and assuming for that purpose the exercise of all Extended Terms),
or (y) the Stipulated Loss Value set forth on Schedule E relating to the
applicable purchase date. In addition, at any time when the Bond Indenture
is in existence during the Primary Term, such option price shall be increased
by an amount equal to any Make Whole Premium under the Bond Indenture,
unless the Bond Indenture is assumed by Tenant pursuant to the provisions
thereof. If the fair market value is utilized, such fair market

<PAGE>

value shall be determined by Tenant and Landlord or, if they fail to agree
within thirty days, as determined by appraisers selected in the following
manner: Landlord and Tenant shall each appoint an appraiser within ten days
thereafter, and the fair market value shall be as determined by the two
appraisers so appointed. If either fails to designate such appraiser within
such 10-day period, then the determination shall be made by the appraiser
first designated. If the two appraisers so appointed are unable to agree
upon fair market value within thirty days of the appointment, fair market
value shall be determined by a third appraiser selected within ten days
thereafter by the two appraisers appointed by the parties hereto. Such third
appraiser shall determine fair market value within thirty days of the
appointment. All appraisers shall be members in good standing of the
American Institute of Real Estate Appraisers or any organization succeeding
thereto. Tenant shall bear the costs of all such appraisals. On the date of
purchase, Landlord shall convey the Premises to Tenant or its designee
pursuant to and upon compliance with Section 3.1.

ARTICLE 4

4.1. Assignment and Subletting.

(a) Without the prior written consent of Landlord and Lender (and
except as allowed with respect to subleases under Section 4.1(b) or as
allowed under Section 4.1(c)), neither this Lease, nor any interest of Tenant
in this Lease, shall be sold, assigned, or otherwise transferred, directly or
indirectly, whether by operation of law or otherwise.

(b) So long as no Event of Default shall have occurred and be
continuing, Tenant may sublet the Premises (including, but not limited to,
subleases to affiliates of Tenant) provided, however, (i) each such sublease
shall expressly be made subject to the provisions hereof, (ii) the term of
any subletting shall not extend beyond the Term of this Lease, (iii) no
sublease shall affect or reduce any obligation of the Tenant or right of the
Landlord hereunder, (iv) all obligations of the Tenant hereunder shall
continue in full force and effect as the obligations of a principal and not
of a guarantor or surety, as though no subletting had been made, and (v) each
sublease shall be subject to the terms and conditions of Section 9.3 of the
Finance Lease and of the Project Use Agreement. Neither this Lease nor the
term hereby demised shall be mortgaged or pledged by Tenant, nor shall Tenant
mortgage or pledge its interest in any sublease of the Premises or the
rentals payable thereunder. Any such mortgage or pledge, any sublease made
otherwise than as expressly permitted by this Section 4.1, and any assignment
of Tenant's interest hereunder shall be void. Tenant shall, within 10 days
after the execution of any sublease, deliver a conformed copy thereof to
Landlord.

(c) Without implying any authority of Tenant to assign this Lease,
if this Lease is assigned pursuant to the provisions hereof, or if the
Premises or any part thereof is underlet or occupied by any person or entity
other than Tenant, Landlord may, after an Event

<PAGE>

of Default has occurred and is continuing, collect rent from the assignee,
subtenant or occupant, and apply the net amount collected to the Basic Rent
and Additional Rent herein reserved, but no such assignment, subletting,
occupancy or collection shall be deemed a waiver of this covenant, or the
acceptance of the assignee, subtenant or occupant as Tenant, or a release of
Tenant from the further performance by Tenant of the terms, covenants, and
conditions on the part of Tenant to be observed or performed hereunder, and,
subsequent to any assignment or subletting, Tenant's liability hereunder
shall continue notwithstanding any subsequent modification or amendment
hereof or the release of any subsequent tenant hereunder from any liability,
to all of which Tenant hereby consents in advance.

ARTICLE 5

5.1. Conditional Limitations; Default Provisions.

(a) Any of the following occurrences or acts shall constitute an
"Event of Default" under this Lease:

(i) if Tenant shall (1) fail to pay any Basic Rent,
Additional Rent or other sum, as and when required to be paid by Tenant
hereunder, and such failure shall continue for two (2) Business Days after
such due date, or (2) fail to observe or perform any other provision hereof
and such failure shall continue for thirty (30) days after notice to Tenant
of such failure (provided, that in the case of any such failure which is
capable of being cured but cannot be cured by the payment of money and cannot
with diligence be cured within such 30-day period, if Tenant shall commence
promptly to cure the same and thereafter prosecute the curing thereof with
diligence, the time within which such failure may be cured shall be extended
for such period as is necessary to complete the curing thereof with
diligence, but not to exceed 180 days); or

(ii) if any representation or warranty of Tenant set forth
herein or in any notice, certificate, demand, request or other document or
instrument delivered to Landlord in connection with this Lease shall prove to
be incorrect in any material respect as of the time when the same shall have
been made; or

(iii) if Tenant shall file a petition in bankruptcy or for
reorganization or for an arrangement pursuant to any federal or state law, or
shall be adjudicated a bankrupt or become insolvent or shall make an
assignment for the benefit of creditors or shall admit in writing its
inability to pay its debts generally as they become due, or if a petition or
answer proposing the adjudication of Tenant as a bankrupt or its
reorganization pursuant to any federal or state bankruptcy law or any similar
federal or state law shall be filed in any court and Tenant shall consent to
or acquiesce in the filing thereof or such petition or answer shall not be
discharged or denied within ninety (90) days after the filing thereof; or

<PAGE>

(iv) if a receiver, trustee or liquidator of Tenant or of all
or substantially all of the assets of Tenant or of the Premises or Tenant's
estate therein shall be appointed in any proceeding brought by Tenant, or if
any such receiver, trustee or liquidator shall be appointed in any proceeding
brought against Tenant and shall not be discharged within ninety (90) days
after such appointment, or if Tenant shall consent to or acquiesce in such
appointment; or

(v) if the Premises shall have been left unoccupied and
unattended for a period of thirty (30) days; or

(vi) if Tenant shall dissolve or otherwise fail to maintain
its legal existence; or

(vii) if Tenant shall default under Sections 4.1(a),
4.1(b) or 10.3 of this Lease; or

(viii) if an Event of Default, as defined in the
Construction Agreement, shall occur, or if an Event of Default, as defined in
the PILOT Mortgage, shall occur, or if an Event of Default, as defined in the
Finance Lease, shall occur; or

(ix) if Tenant shall fail to maintain any insurance required
to be maintained by Tenant in accordance with the terms and conditions of
this Lease (Landlord agrees that it shall endeavor to give notice to Tenant
of a failure to maintain such insurance, but a failure to give such notice
shall not constitute a default by Landlord hereunder nor excuse Tenant from
its obligations hereunder).

(b) If an Event of Default shall have occurred and be continuing,
Landlord shall be entitled to all remedies available at law or in equity.
Without limiting the foregoing, Landlord shall have the right to give Tenant
notice of Landlord's termination of the term of this Lease. Upon the giving
of such notice, the term of this Lease and the estate hereby granted shall
expire and terminate on such date as fully and completely and with the same
effect as if such date were the date herein fixed for the expiration of the
term of this Lease, and all rights of Tenant hereunder shall expire and
terminate, but Tenant shall remain liable as hereinafter provided.

(c) If an Event of Default shall have happened and be continuing,
Landlord shall have the immediate right, whether or not the term of this
Lease shall have been terminated pursuant to Section 5.1(b), to re-enter and
repossess the Premises and the right to remove all persons and property
therefrom by summary proceedings, ejectment, any other legal action or in any
lawful manner Landlord determines to be necessary or desirable. Landlord
shall be under no liability by reason of any such re-entry, repossession or
removal.

<PAGE>

No such re-entry, repossession or removal shall be construed as an election
by Landlord to terminate this Lease unless a notice of such termination is
given to Tenant pursuant to Section 5.1(b).

(d) At any time or from time to time after a re-entry,
repossession or removal pursuant to Section 5.1(c), whether or not the term
of this Lease shall have been terminated pursuant to Section 5.1(b), Landlord
may (but shall be under no obligation to) relet the Premises for the account
of Tenant, in the name of Tenant or Landlord or otherwise, without notice to
Tenant, for such term or terms and on such conditions and for such uses as
Landlord, in its absolute discretion, may determine. Landlord may collect
any rents payable by reason of such reletting. Landlord shall not be liable
for any failure to relet the Premises or for any failure to collect any rent
due upon any such reletting.

(e) No expiration or termination of the term of this Lease
pursuant to Section 5.1(b), by operation of law or otherwise, and no
re-entry, repossession or removal pursuant to Section 5.1(c) or otherwise,
and no reletting of the Premises pursuant to Section 5.1(d) or otherwise,
shall relieve Tenant of its liabilities and obligations hereunder, all of
which shall survive such expiration, termination, re-entry, repossession,
removal or reletting.

(f) In the event of any expiration or termination of the term of
this Lease or re-entry or repossession of the Premises or removal of persons
or property therefrom by reason of the occurrence of an Event of Default,
Tenant shall pay to Landlord all Basic Rent, Additional Rent and other sums
required to be paid by Tenant, in each case together with interest thereon at
the Rate from the due date thereof to and including the date of such
expiration, termination, reentry, repossession or removal; and thereafter,
Tenant shall, until the end of what would have been the term of this Lease in
the absence of such expiration, termination, re-entry, repossession or
removal and whether or not the Premises shall have been relet, be liable to
Landlord for, and shall pay to Landlord, as liquidated and agreed current
damages: (i) all Basic Rent, Additional Rent and other sums which would be
payable under this Lease by Tenant in the absence of any such expiration,
termination, re-entry, repossession or removal, less (ii) the net proceeds,
if any, of any reletting effected for the account of Tenant pursuant to
Section 5.1(d), after deducting from such proceeds all expenses of Landlord
in connection with such reletting (including, without limitation, all
repossession costs, brokerage commissions, reasonable attorneys' fees and
expenses (including fees and expenses of appellate proceedings), employees'
expenses, alteration costs and expenses of preparation for such reletting).
Tenant shall pay such liquidated and agreed current damages on the dates on
which Basic Rent would be payable under this Lease in the absence of such
expiration, termination, re-entry, repossession or removal, and Landlord
shall be entitled to recover the same from Tenant on each such date.

(g) At any time after any such expiration or termination of the
term of this Lease or re-entry or repossession of the Premises or removal of
persons or property thereon by

<PAGE>

reason of the occurrence of an Event of Default, whether or not Landlord
shall have collected any liquidated and agreed current damages pursuant to
Section 5.1(f), Landlord shall be entitled to recover from Tenant, and Tenant
shall pay to Landlord on demand, as and for liquidated and agreed final
damages for Tenant's default and in lieu of all liquidated and agreed current
damages beyond the date of such demand (it being agreed that it would be
impracticable or extremely difficult to fix the actual damages), an amount
equal to the excess, if any, of (a) the aggregate of all Basic Rent,
Additional Rent and other sums which would be payable under this Lease, in
each case from the date of such demand (or, if it be earlier, the date to
which Tenant shall have satisfied in full its obligations under Section
5.1(f) to pay liquidated and agreed current damages) for what would be the
then-unexpired term of this Lease in the absence of such expiration,
termination, re-entry, repossession or removal, discounted at the rate of 6%
per annum over (b) the then fair rental value of the Premises, discounted at
the rate of 6% per annum for the same period. If any law shall limit the
amount of liquidated final damages to less than the amount above agreed upon,
Landlord shall be entitled to the maximum amount allowable under such law.

5.2. Bankruptcy or Insolvency.

(a) In the event that Tenant shall become a debtor in a case filed
under Chapter 7 of the Bankruptcy Code and Tenant's trustee or Tenant shall
elect to assume this Lease for the purpose of assigning the same or
otherwise, such election and assignment may be made only if the provisions of
Sections 5.2(b) and 5.2(d) are satisfied as if the election to assume were
made in a case filed under Chapter 11 of the Bankruptcy Code. If Tenant or
Tenant's trustee shall fail to elect to assume this Lease within 60 days
after the filing of such petition or such additional time as provided by the
court within such 60-day period, this Lease shall be deemed to have been
rejected. Immediately thereupon Landlord shall be entitled to possession of
the Premises without further obligation to Tenant or Tenant's trustee and
this Lease upon the election of Landlord shall terminate, but Landlord's
right to be compensated for damages (including, without limitation,
liquidated damages pursuant to any provision hereof) or the exercise of any
other remedies in any such proceeding shall survive, whether or not this
Lease shall be terminated.

(b) (i) In the event that Tenant shall become a debtor in a case
filed under Chapter 11 of the Bankruptcy Code, or in a case filed under
Chapter 7 of the Bankruptcy Code which is transferred to Chapter 11, Tenant's
trustee or Tenant, as debtor-in-possession, must elect to assume this Lease
within 120 days from the date of the filing of the petition under Chapter 11
or the transfer thereto or Tenant's trustee or the debtor-in-possession shall
be deemed to have rejected this Lease. In the event that Tenant, Tenant's
trustee or the debtor-in-possession has failed to perform all of Tenant's
obligations under this Lease within the time periods (excluding grace
periods) required for such performance, no election by Tenant's trustee or
the debtor-in-possession to assume this Lease, whether under Chapter 7 or
Chapter 11, shall be permitted or effective unless each of the following
conditions has been

<PAGE>

satisfied:

(1) Tenant's trustee or the debtor-in-possession has
cured all Events of Default under this Lease, or has provided Landlord with
Assurance (as defined below) that it will cure all Events of Default
susceptible of being cured by the payment of money within 10 days from the
date of such assumption and that it will cure all other Events of Default
under this Lease which are susceptible of being cured by the performance of
any act promptly after the date of such assumption.

(2) Tenant's trustee or the debtor-in-possession has
compensated Landlord, or has provided Landlord with Assurance that within 10
days from the date of such assumption it will compensate Landlord, for any
actual pecuniary loss incurred by Landlord arising from the default of
Tenant, Tenant's trustee, or the debtor-in-possession as indicated in any
statement of actual pecuniary loss sent by Landlord to Tenant's trustee or
the debtor-in-possession.

(3) Tenant's trustee or the debtor-in-possession has
provided Landlord with Assurance of the future performance of each of the
obligations of Tenant, Tenant's trustee or the debtor-in-possession under
this Lease, and, if Tenant's trustee or the debtor-in-possession has provided
such Assurance, Tenant's trustee or the debtor-in-possession shall also (i)
deposit with Landlord, as security for the timely payment of rent hereunder,
an amount equal to 3 installments of Basic Rent (at the rate then payable)
which shall be applied to installments of Basic Rent in the inverse order in
which such installments shall become due provided all the terms and
provisions of this Lease shall have been complied with, and (ii) pay in
advance to Landlord on the date each instalment of Basic Rent is payable a
pro rata share of Tenant's annual obligations for Additional Rent and other
sums pursuant to this Lease, such that Landlord shall hold funds sufficient
to satisfy all such obligations as they become due. The obligations imposed
upon Tenant's trustee or the debtor-in-possession by this Section shall
continue with respect to Tenant or any assignee of this Lease after the
completion of bankruptcy proceedings.

(4) The assumption of this Lease will not breach or
cause a default under any provision of any other lease, mortgage, financing
arrangement or other agreement by which Landlord is bound.

(ii) For purposes of this Section 5.2, Landlord and Tenant
acknowledge that "Assurance" shall mean no less than: Tenant's trustee or the
debtor-in-possession has and will continue to have sufficient unencumbered
assets after the payment of all secured obligations and administrative
expenses to assure Landlord that sufficient funds will be available to
fulfill the obligations of Tenant under this Lease and (x) there shall have
been deposited with Landlord, or the Bankruptcy Court shall have entered an
order segregating, sufficient cash payable to Landlord, and/or (y) Tenant's
trustee or the debtor-in-possession

<PAGE>

shall have granted a valid and perfected first lien and security interest
and/or mortgage in property of Tenant, Tenant's trustee or the
debtor-in-possession, acceptable as to value and kind to Landlord, to secure
to Landlord the obligation of Tenant, Tenant's trustee or the
debtor-in-possession to cure the Events of Default under this Lease, monetary
and/or non-monetary, within the time periods set forth above.

(c) In the event that this Lease is assumed in accordance with
Section 5.2(b) and thereafter Tenant is liquidated or files or has filed
against it a subsequent petition under Chapter 7 or Chapter 11 of the
Bankruptcy Code, Landlord may, at its option, terminate this Lease and all
rights of Tenant hereunder by giving Tenant notice of its election to so
terminate within 30 days after the occurrence of any such event.

(d) If Tenant's trustee or the debtor-in-possession has assumed
this Lease pursuant to the terms and provisions of Sections 5.2(a) or 5.2(b)
for the purpose of assigning (or elects to assign) this Lease, this Lease may
be so assigned only if the proposed assignee (the "Assignee") has provided
adequate assurance of future performance of all of the terms, covenants and
conditions of this Lease to be performed by Tenant. Landlord shall be
entitled to receive all cash proceeds of such assignment. As used herein
"adequate assurance of future performance" shall mean no less than that each
of the following conditions has been satisfied:

(i) the Assignee has furnished Landlord with either (i) (x) a
copy of a credit rating of Assignee which Landlord reasonably determines to
be sufficient to assure the future performance by Assignee of Tenant's
obligations under this Lease and (y) a current financial statement of
Assignee audited by a certified public accountant indicating a net worth and
working capital in amounts which Landlord reasonably determines to be
sufficient to assure the future performance by Assignee of Tenant's
obligations under this Lease or (ii) a guarantee or guarantees, in form and
substance satisfactory to Landlord, from one or more persons with a credit
rating and net worth equal to or exceeding the credit rating and net worth of
Tenant as of the date hereof.

(ii) Landlord has obtained all consents or waivers from others
required under any lease, mortgage, financing arrangement or other agreement
by which Landlord is bound to permit Landlord to consent to such assignment.

(iii) The proposed assignment will not release or impair
any guaranty of the obligations of Tenant (including the Assignee) under this
Lease.

(e) When, pursuant to the Bankruptcy Code, Tenant's trustee or the
debtor-in-possession shall be obligated to pay reasonable use and occupancy
charges for the use of the Premises, such charges shall not be less than the
Basic Rent, Additional Rent and other sums payable by Tenant under this Lease.

<PAGE>

(f) Neither the whole nor any portion of Tenant's interest in this
Lease or its estate in the Premises shall pass to any trustee, receiver,
assignee for the benefit of creditors, or any other person or entity, by
operation of law or otherwise under the laws of any state having jurisdiction
of the person or property of Tenant unless Landlord shall have consented to
such transfer. No acceptance by Landlord of rent or any other payments from
any such trustee, receiver, assignee, person or other entity shall be deemed
to constitute such consent by Landlord nor shall it be deemed a waiver of
Landlord's right to terminate this Lease for any transfer of Tenant's
interest under this Lease without such consent.

(g) In the event of an assignment of Tenant's interests pursuant
to this Section 5.2., the right of Assignee to extend the term of this Lease
for an extended term beyond the then term of this Lease shall be extinguished.

5.3. Additional Rights of Landlord.

(a) No right or remedy hereunder shall be exclusive of any other
right or remedy, but shall be cumulative and in addition to any other right
or remedy hereunder or now or hereafter existing. Failure to insist upon the
strict performance of any provision hereof or to exercise any option, right,
power or remedy contained herein shall not constitute a waiver or
relinquishment thereof for the future. Receipt by Landlord of any Basic
Rent, Additional Rent or other sums payable hereunder with knowledge of the
breach of any provision hereof shall not constitute waiver of such breach,
and no waiver by Landlord of any provision hereof shall be deemed to have
been made unless made in writing duly executed by Landlord. Landlord shall
be entitled to injunctive relief in case of the violation, or attempted or
threatened violation, of any of the provisions hereof, or to a decree
compelling performance of any of the provisions hereof, or to any other
remedy allowed to Landlord by law or equity.

(b) Tenant hereby waives and surrenders for itself and all those
claiming under it, including creditors of all kinds, (i) any right and
privilege which it or any of them may have to redeem the Premises or to have
a continuance of this Lease after termination of Tenant's right of occupancy
by order or judgment of any court or by any legal process or writ, or under
the terms of this Lease, or after the termination of the term of this Lease
as herein provided, and (ii) the benefits of any law which exempts property
from liability for debt or for distress for rent.

(c) If Tenant shall be in default in the observance or performance
of any term or covenant on Tenant's part to be observed or performed under
any of the provisions of this Lease, then, without thereby waiving such
default, Landlord may, but shall be under no obligation to, take all action,
including, without limitation, entry upon the Premises, to perform the
obligation of Tenant hereunder immediately and without notice in the case of
an emergency and upon 5 days' notice to Tenant in other cases. All actual
out-of-pocket expenses incurred by Landlord in connection therewith,
including reasonable attorneys' fees and

<PAGE>

expenses (including those incurred in connection with any appellate
proceedings), together with interest thereon at the Rate from the date any
such expenses were incurred by Landlord until the date of payment by Tenant,
shall constitute Additional Rent and shall be paid by Tenant to Landlord upon
demand.

(d) If Tenant shall be in default in the performance of any of its
obligations hereunder, Tenant shall pay to Landlord, on demand, all actual
out-of-pocket expenses incurred by Landlord or Lender as a result thereof,
including reasonable attorneys' fees and expenses (including those incurred
in connection with any appellate proceedings). If Landlord or Lender shall
be made a party to any litigation commenced against Tenant and Tenant shall
fail to provide Landlord or Lender with counsel approved by Landlord and
Lender, as applicable, and pay the expenses thereof, Tenant shall pay all
costs and reasonable attorneys' fees and expenses in connection with such
litigation (including fees and expenses incurred in connection with any
appellate proceedings).

ARTICLE 6

6.1. Notices and Other Instruments. All notices, offers, consents and
other instruments given pursuant to this Lease shall be in writing and shall
be validly given when sent by a courier or express service guaranteeing
overnight delivery, to the following addresses:

To Landlord: Nassau Cable Business Trust
c/o Wilmington Trust Company
1100 North Market Street
Wilmington, Delaware 19890
Attention: Corporate Trust Department

With copy to: U.S. Realty Advisors, LLC
1370 Avenue of the Americas
New York, New York 10019
Attention: David M. Ledy, Esq.

and to: Brownstein Hyatt Farber & Strickland, P.C.
410 17th Street, 22nd Floor
Denver, Colorado 80202
Attention: Ronald B. Merrill, Esq.

To Tenant: Cablevision Systems Corporation
113 Crossways Park Drive
Woodbury, New York 11797-2001
Attention: Charles Forma, Esq., V.P. Law, Cable

<PAGE>

Operations

With copy to: Peter Curry, Esq.
Rivkin, Radler & Kremer
EAB Plaza
Uniondale, New York 11556-0111

Landlord and Tenant each may from time to time specify, by giving 15 days'
notice to the other party, (i) any other address in the United States as its
address for purposes of this Lease and (ii) any other person or entity in the
United States that is to receive copies of notices, offers, consents and
other instruments hereunder.

6.2. Estoppel Certificates; Financial Information.

(a) Tenant shall at any time and from time to time during the term
of this Lease upon not less than ten (10) business days after request by
Landlord, execute, acknowledge and deliver to Landlord or to any prospective
purchaser, assignee or mortgagee or third party designated by Landlord, a
certificate stating: (i) that this Lease is unmodified and in force and
effect (or if there have been modifications, that this Lease is in force and
effect as modified, and identifying the modification agreements); (ii) the
date to which Basic Rent has been paid; (iii) whether or not there is any
existing default by the Tenant in the payment of Basic Rent, whether or not
there is an existing default by the Tenant in the payment of any Additional
Rent beyond any applicable grace period, and whether or not there is any
other existing default by either party hereto with respect to which a notice
of default has been served, and, if there is any such default, specifying the
nature and extent thereof; (iv) whether there are any actions or proceedings
pending against the Premises before any governmental authority to condemn the
Premises or any portion thereof or any interest therein and whether, to the
knowledge of Tenant, any such actions or proceedings have been threatened,
(v) whether there exists any material unrepaired damage to the Premises from
fire or other casualty, (vi) whether, to the knowledge of Tenant, there is
any existing default by Landlord under this Lease; and (vii) other items that
may be reasonably requested. Any such certificate may be relied upon by any
actual or prospective mortgagee or purchaser of the Premises.

(b) Tenant will deliver to Landlord and to any Lender copies of
all financial statements, reports, notices and proxy statements sent by
Tenant to its stockholders; provided, however, that if such statements and
reports do not include the following information, Tenant will deliver to
Landlord the following:

(i) Within 90 days after the end of each fiscal year of
Tenant, a balance sheet of Tenant and its consolidated subsidiaries as at the
end of such year and a statement of profits and losses of Tenant and its
consolidated subsidiaries for such year setting

<PAGE>

forth in each case, in comparative form, the corresponding figures for the
preceding fiscal year in reasonable detail and scope and certified by
independent certified public accountants of recognized national standing
selected by Tenant; and within 60 days after the end of each fiscal quarter
of Tenant a balance sheet of Tenant and its consolidated subsidiaries as at
the end of such quarter and statements of profits and losses of Tenant and
its consolidated subsidiaries for such quarter setting forth in each case, in
comparative form, the corresponding figures for the similar quarter of the
preceding year, in reasonable detail and scope, and certified by the chief
financial officer of Tenant having knowledge thereof; the foregoing financial
statements all being prepared in accordance with generally accepted
accounting principles, consistently applied; and

(ii) With reasonable promptness, such additional information
(including copies of public reports filed by Tenant) regarding the business
affairs and financial condition of Tenant as Landlord or any such Lender may
reasonably request.

10Qs and 10Ks, as filed with the Securities and Exchange Commission, shall
satisfy the requirements contained in this Section (b).

(c) Upon request of any Lender, and upon concurrent compliance
with the provisions of 6.2(d) below, Tenant shall enter into an agreement
with such Lender pursuant to which Tenant shall agree:

(i) that in the event that any such Lender, or any purchaser
at a foreclosure sale, shall acquire title to the Premises, Tenant shall
attorn to such Lender or such purchaser, as the case may be, as its new
Landlord and this Lease shall continue as a direct lease between Tenant and
such Lender or purchaser, as the case may be, upon the terms and conditions
set forth herein except that such Lender or purchaser, as the case may be,
shall not be liable to Tenant for any actions or omissions of Landlord prior
to the date such Lender or purchaser, as the case may be, acquired title to
the Premises;

(ii) no notice of termination of this Lease shall be
effective unless Tenant receives the written consent of the Lender thereto;

(iii) no rejection by Landlord of any Rejectable Offer to
purchase the Premises pursuant to this Lease shall be effective unless Tenant
receives the written consent of the Lender to such rejection;

(iv) no consent to the release of Tenant from liability under
this Lease or to any assignment of this Lease or sublease of the Premises
shall be effective unless Tenant shall receives the written consent of such
Lender; and

(v) no subordination, amendment or modification of this Lease
shall

<PAGE>

be effective unless Tenant receives the written consent of the Lender
thereto.

(d) Upon receipt of a request from a Lender for the agreement
described in Section 6.2(c) above, such Lender shall enter into a
non-disturbance and attornment agreement which shall provide that unless an
Event of Default then exists under this Lease, Lender shall not join Tenant
as a defendant in any action to foreclose upon the interest of Landlord in
the Premises and, upon the Lender's foreclosure of Landlord's interest in the
Premises by judicial proceedings or otherwise, such Lender shall not seek to
terminate this Lease or Tenant's interest in the Premises, provided, that,
Tenant, from and after the date of such succession, attorns to such Lender,
pays to such Lender all items of Basic Rent, Additional Rent and other items
accruing from and after such date and otherwise remains in compliance with
all other terms and provisions of this Lease. In the event that Tenant shall
execute a separate document for the benefit of a Lender relating to
subordination, attornment or non-disturbance, such document shall control to
the extent that it conflicts with the provisions of this Section 6.2(d).

ARTICLE 7

7.1. Environmental Covenant and Warranty.

(a) Tenant represents and warrants to Landlord, NCIDA and Lender
that:

(i) the Premises comply with all federal, state or local
environmental protection laws, regulations, orders or ordinances now or
hereafter in effect (collectively, the "Environmental Laws");

(ii) no notices, complaints or orders of violation or
non-compliance with Environmental Laws have been received by Tenant and, to
the best of Tenant's actual knowledge, no federal, state or local
environmental investigation or proceeding is pending or threatened with
regard to the Premises or any use thereof or any alleged violation of
Environmental Laws with regard to the Premises;

(iii) the Premises, or any portion thereof, will not be
used for the generation, treatment, recycling, transportation, processing,
production, refinement or disposal (each, a "Regulated Activity") of any
solid wastes, pollutants or other hazardous substances (as such terms are
defined under any federal, state and local environmental protection laws,
regulations, orders or ordinances) (herein, "Hazardous Substance");

(iv) no underground storage tanks or surface impoundments have
been installed in the Premises in violation of applicable Environmental Laws
and there exists no Hazardous Substance contamination in violation of
applicable Environmental Laws to the Premises which originated on or off the
Premises; and

<PAGE>

(v) the Premises are free of Hazardous Substances and friable
asbestos, the removal of which is required or the maintenance of which is
prohibited or penalized by any Environmental Law.

(b) Tenant covenants that during the Term of this Lease it (i)
shall comply, and cause the Premises to comply, with all Environmental Laws
applicable to the Premises, (ii) shall prohibit the use of the Premises for
Regulated Activities or for the storage or handling of any Hazardous
Substance (other than in connection with the operation and maintenance of the
Premises and in commercially reasonable quantities as a consumer thereof,
subject to, in any event, compliance with Environmental Laws), (iii) shall
not install or permit the installation on the Premises of any underground
storage tanks or surface impoundments and shall not permit there to exist any
petroleum contamination in violation of applicable Environmental Laws to the
Premises originating on or off the Premises (other than in connection with
the use, operation and maintenance of the Premises and then only in
compliance with applicable Environmental Laws and all other applicable laws,
rules, orders, ordinances, regulations and requirements now or hereafter
enacted or promulgated of every government and municipality having
jurisdiction over the Premises and of any agency thereof) or
asbestos-containing materials, and (iv) shall cause any alterations of the
Premises to be done in a way so as to not expose the persons working on or
visiting the Premises to Hazardous Substances and in connection with any such
alterations shall remove any Hazardous Substances present upon the Premises
which are not in compliance with Environmental Laws or which present a danger
to persons working on or visiting the Premises.

(c) If any investigation, site monitoring, containment, cleanup,
removal, restoration or other remedial work of any kind or nature
(collectively, the "Remedial Work") is required on the Premises pursuant to
an order or directive of any governmental authority or under any applicable
Environmental Law, or in Landlord's reasonable opinion, based upon
recommendations of qualified environmental engineers reasonably acceptable to
Landlord, after notice to Tenant, is reasonably necessary to prevent future
liability under any applicable Environmental Law, because of or in connection
with the current or future presence, suspected presence, release, or
suspected release of a Hazardous Substance into the air, soil, ground water,
surface water, or soil vapor on, under or emanating from the Premises or any
portion thereof, Tenant shall (at Tenant's sole cost and expense), or shall
cause such responsible third parties to, promptly commence and diligently
prosecute to completion all such Remedial Work. In all events, such Remedial
Work shall be commenced within thirty (30) days after the earlier to occur of
Tenant's knowledge that remediation is required under applicable
Environmental Laws or any demand therefor by Landlord; however, Tenant shall
not be required to commence such Remedial Work within the above specified
time periods if prevented from doing so by any governmental authority, or if
commencing such Remedial Work within such time periods would result in Tenant
or such Remedial Work violating any Environmental Law. All such Remedial
Work shall be commenced within thirty (30) days

<PAGE>

after the earlier to occur of Tenant's knowledge that remediation is required
under applicable Environmental Laws or any demand therefor by Landlord;
however, Tenant shall not be required to commence such Remedial Work within
the above-specified time periods if (x) prevented from doing so by any
governmental authority, (y) commencing such Remedial Work within such time
periods would result in Tenant or such Remedial Work violating any
Environmental Law or (z) Tenant is contesting in good faith and by
appropriate proceedings the applicability of the relevant Environmental Laws
in accordance with Section 2.6 of this Lease; provided that such contest
shall not (i) create or materially increase the risk of any civil or criminal
liability of any kind whatsoever on the part of NCIDA, Landlord or Lender, or
(II) permit or materially increase the risk of the spread, release or
suspected release of any Hazardous Substance into the air, soil, ground
water, surface water, or soil vapor on, under or emanating from the Premises
or any portion thereof during the pendency of such contest.

(d) All Remedial Work shall be performed by contractors, and under
the supervision of a consulting engineer, each approved in advance by
Landlord (which approval shall not be unreasonably withheld or delayed). All
costs and expenses reasonably incurred in connection with such Remedial Work
and Landlord's or Lender's reasonable monitoring or review of such Remedial
Work which Lender or Landlord may, but are not obligated to do (including
reasonable attorneys, fees and disbursements, but excluding internal
overhead, administrative and similar costs of Lender and Landlord) shall be
paid by Tenant. If Tenant does not timely commence and diligently prosecute
to completion the Remedial Work, then, after three days' prior notice (except
during the continuance of an Event of Default, in which event no notice shall
be required), Lender or Landlord may (but shall not be obligated to) cause
such Remedial Work to be performed. Tenant agrees to bear and shall pay or
reimburse Lender and Landlord on demand for all advances and expenses
(including reasonable attorneys' fees and disbursements, but excluding
internal overhead, administrative and similar costs of Lender or Landlord)
reasonably relating to or incurred by Lender or Landlord in connection with
monitoring, reviewing or performing any such Remedial Work.

(e) Except with Lender's and Landlord's prior written consent,
which consent shall not be unreasonably withheld or delayed, Tenant shall not
commence any Remedial Work or enter into any settlement agreement, consent
decree or other compromise relating to any Hazardous Substances or
Environmental Laws which might, in Landlord's sole judgment, impair the value
of the Premises to a material degree. Landlord's and Lender's prior written
consent shall not be required, however, if the presence or threatened
presence of Hazardous Substances on, under or about the Premises poses an
immediate threat to the health, safety or welfare of any person or is of such
a nature that an immediate remedial response is necessary, or if Lender or
Landlord, as applicable, fails to respond to any notification by Tenant
hereunder within twenty (20) Business Days from the date of such
notification. In such events, Tenant shall notify Lender and Landlord as
soon as practicable of any action taken.

(f) Upon 48 hours' prior notice (except in the event of an
emergency),

<PAGE>

Landlord and Lender and their agents, representatives and employees shall
have the right at all reasonable times and during normal business hours,
except to the extent such access is limited by applicable law, to enter upon
and inspect all or any portion of the Premises, provided that such
inspections shall not unreasonably interfere with the operation thereof.
Landlord or Lender, at their sole expense, except as provided in subparagraph
(g) hereof, (i) may retain an environmental consultant to conduct and prepare
reports of such inspections and (ii) Tenant shall be given a reasonable
opportunity to review any and all reports, data and other documents or
materials reviewed or prepared by the consultant, and to submit comments and
suggested revisions or rebuttals to same. The inspection rights granted to
Landlord and Lender in this Section shall be in addition to, and not in
limitation of, any other inspection rights granted to Landlord or Lender in
this Lease, and shall expressly include the right to conduct soil borings and
other customary environmental tests, assessments and audits in compliance
with applicable Legal Requirements; provided, that, except as set forth in
clause (g) below, Lender or Landlord, as applicable, shall cause to be
repaired any damage caused by such borings, tests, assessments or audits.

(g) Tenant agrees to bear and shall pay or reimburse Lender or
Landlord on demand for all expenses (including reasonable attorneys, fees and
disbursements, but excluding internal overhead, administrative and similar
costs of Lender or Landlord) reasonably relating to or incurred by Lender or
Landlord in connection with the inspections, tests and reports described in
this Section 7.1 in the following situations:

(i) If Lender or Landlord, as applicable, has reasonable
grounds to believe at the time any such inspection is ordered, that there
exists an Environmental Violation or that a Hazardous Substance is present
on, under or emanating from the Premises, or is migrating to or from
adjoining property, except under conditions permitted by applicable
Environmental Laws and not prohibited by this Lease;

(ii) If any such inspection reveals an Environmental Violation
or that a Hazardous Substance is present on, under or emanating to or from
the Premises or is migrating from adjoining property, except under conditions
permitted by applicable Environmental Laws and not prohibited by this Lease;
or

(iii) If an Event of Default exists at the time any such
inspection is ordered.

(h) To the extent that Tenant has knowledge thereof, Tenant shall
promptly provide notice to Landlord and Lender of:

(i) any proceeding or investigation commenced or threatened
by any governmental authority with respect to the presence of any Hazardous
Substance on, under or emanating from the Premises;

<PAGE>

(ii) any proceeding or investigation commenced or threatened
by any governmental authority, against Tenant, NCIDA or Landlord, with
respect to the presence, suspected presence, release or threatened release of
Hazardous Substances from any property other than the Premises, including,
but not limited to, proceedings under the Federal Comprehensive Environmental
Response, Compensation and Liability Act, 42 U.S.C. Section 9601 et seq.;

(iii) all claims made or any lawsuit or other legal action
or proceeding brought by any Person against (A) Tenant, NCIDA or Landlord or
the Premises or any portion thereof, or (B) any other party occupying the
Premises or any portion thereof, in any such case relating to any loss or
injury allegedly resulting from any Hazardous Substance or relating to any
violation or alleged violation of Environmental Law;

(iv) the discovery of any occurrence or condition on the
Premises or on any real property adjoining or in the vicinity of the
Premises, of which Tenant becomes aware, which reasonably could be expected
to lead to the Premises or any portion thereof being in violation of any
Environmental Law or subject to any restriction on ownership, occupancy,
transferability or use under any Environmental Law (collectively, an
"Environmental Violation") or which might subject Landlord, NCIDA or Lender
to an Environmental Claim. "Environmental Claim" shall mean any claim,
action, investigation or written notice by any Person alleging potential
liability (including, without limitation, potential liability for
investigatory costs, cleanup costs, governmental response costs, natural
resources damages, property damages, personal injuries or penalties) arising
out of, based on or resulting from (A) the presence, or release into the
environment, of any Hazardous Substance at the Premises or (B) circumstances
forming the basis of any violation, or alleged violation, of any
Environmental Law; and

(v) the commencement and completion of any Remedial Work.

(i) Tenant will transmit to Landlord, NCIDA and Lender copies of
any citations, orders, notices or other communications received by Tenant
from any Person with respect to the notices described in Section 7.1(h)
hereof.

(j) Lender and Landlord may, but are not required to, join and
participate in, as a party if they so determine, any legal or administrative
proceeding or action concerning the Premises or any portion thereof under any
Environmental Law, if, in Landlord's or Lender's judgment, the interests of
Landlord or Lender, as applicable, will not be adequately protected by
Tenant. Tenant agrees to bear and shall pay or reimburse Lender and
Landlord, on demand for all expenses (including reasonable attorneys' fees
and disbursements, but excluding internal overhead, administrative and
similar costs of Lender and Landlord) relating to or incurred by Lender or
Landlord in connection with any such action or proceeding.

<PAGE>

7.2. Environmental Indemnity. Tenant shall be solely responsible for
and shall defend, indemnify and hold each Indemnified Party harmless from and
against all claims, including costs and expenses of any kind (including
without limitation reasonable expenses of investigation by engineers,
environmental consultants and similar technical personnel and reasonable fees
and disbursements of counsel), arising out of, in respect of or in connection
with (i) Tenant's breach of its obligations in Section 7.1 or of any
representations or warranties set forth in Section 7.1, (ii) the occurrence
of any Regulated Activity at, on or under the Premises at any time during or
prior to the term of this Lease, (iii) the release, threatened release or
presence of any Hazardous Substances at, on or under the Premises at any time
during or prior to the term of the Lease, or (iv) any matters arising under
or relating to any Environmental Law and relating to the Tenant or the
Premises.

7.3. Notice. Immediately upon obtaining knowledge thereof, Tenant shall
give to the Landlord and Lender notice of the occurrence of any of the
following events: (i) the failure of the Premises to comply with any
Environmental Law in any manner whatsoever except for the use or disposal of
incidental amounts of Hazardous Substances customarily used in the operation
of similar buildings similarly situated in a commercially reasonably manner
and in compliance with Legal Requirements; (ii) the issuance to the Tenant or
any tenant of space in the Premises or any assignee or licensee of the Tenant
of any notice, request for information, complaint or order of violation or
non-compliance or liability of any nature whatsoever with regard to the
Premises or the use thereof with respect to Environmental Laws; (iii) any
notice of a pending or threatened investigation as to whether the Tenant's
(or its "subtenants" or "assignees") operations on the Premises are in
compliance with or may lead to liability to the Tenant under, any
Environmental Law; or (iv) the occurrence of an event or the existence of a
situation which is likely to result in a violation of an Environmental Law at
the Premises or which is likely to result in the Tenant being liable to the
Landlord or Lender by virtue of the indemnity given by the Tenant pursuant to
Section 7.2.

7.4. Survival. The indemnity obligations of the Tenant and the rights
and remedies of the Landlord under this Article 7 shall survive the
termination of this Lease for an indefinite period of time.

ARTICLE 8

8.1. Holdover. If the Tenant shall continue to occupy the Premises
after the Expiration Date or earlier termination of this Lease, then Tenant
shall be deemed to be a holdover tenant, the tenancy of shall be from month
to month upon the same provisions and conditions set forth in this Lease,
except that Basic Rent for the holdover period shall be an amount equal to
one hundred fifty (150%) percent of the Basic Rent in effect immediately
prior to the holdover period. This Article 8 does not amount to a waiver of
the Landlord's right of reentry or any other right granted under Article 5
and shall not constitute a consent to

<PAGE>

any holdover by Tenant.

ARTICLE 9

9.1 Completion of Construction. The parties acknowledge that the
Tenant intends, and has agreed, to construct and/or install for and on behalf
of Landlord (and as agent for NCIDA) certain improvements and fixtures on the
Premises (herein, the "Construction Project"). Tenant has concurrently
agreed, pursuant to the terms of that certain Construction Agreement of even
date herewith among Tenant, NCIDA, U.S. Realty Advisors, LLC, RH Services,
Inc. and Landlord (the "Construction Agreement"), to complete the
Construction Project for and on behalf of Landlord. Tenant agrees to
diligently pursue Completion, as hereafter defined, of the Construction
Project. Tenant hereby agrees to cause Completion of the Construction Project
in accordance with the terms of the Construction Agreement. Tenant further
agrees to cause all of the conditions to the Second Funding (as defined and
set forth in the Construction Agreement) (the "Second Funding Conditions") to
be satisfied no later than February 20, 1998. If Tenant does not cause such
Completion to occur by December 31, 1999 or if Tenant does not satisfy the
Second Funding Conditions by February 20, 1998, Landlord shall be allowed to
exercise its remedies under Section 9.3 to require Tenant to purchase the
Premises, and such remedies as are otherwise set forth in the Construction
Agreement. The fact that the Construction Project has not been completed
shall not affect the rental payable hereunder.

9.2 Completion. Completion of the Construction Project (herein,
"Completion") shall be deemed to have occurred as such time as the conditions
set forth in Section 7 of the Construction Agreement shall have been
satisfied in form and substance satisfactory to Landlord and Lender:

9.3 Purchase of Premises. In the event that Tenant has not caused
Completion of the Construction Project on or before December 31, 1999, or in
the event that Tenant has not satisfied all Second Funding Conditions by
February 20, 1998, then, unless Landlord delivers to Tenant a notice which is
countersigned by Lender in which Landlord elects not to have Tenant purchase
the Premises, Tenant shall purchase the Premises from Landlord for a price
equal to the Stipulated Loss Value, plus the Make Whole Premium. Such price
shall be payable in immediately available funds by federal funds wire
transfer on or before thirty (30) days after notice from Landlord to Tenant
(with a copy to NCIDA) that such purchase is required (unless Lender allows
Tenant to purchase the Bonds in accordance with Section 3.1, in which case
the price shall be payable as set forth in said Section 3.1). The transfer of
the Premises from Landlord to Tenant shall take place in the manner set forth
in Section 3.1 (including, without limitation, the payment of all Basic Rent,
Additional Rent, including NCIDA Costs, and other amounts due under this
Lease). Landlord and Tenant agree that to the extent there are funds
remaining in the Construction Account, as defined in the Construction
Agreement, such funds will be released to Tenant upon receipt of the purchase

<PAGE>

price of the Premises, plus all other amounts then due hereunder.
9.4 Completion Work. Tenant agrees that all work with respect to the
Construction Project which Tenant shall be required or permitted to do under
the provisions of this Lease (hereinafter called the "Completion Work") shall
be performed in each case subject to the following:

(a) All Completion Work shall be commenced only after all required
municipal and other governmental permits, authorizations and approvals shall
have been obtained by Tenant, at its own cost and expense, and copies thereof
delivered to Landlord. Landlord will, on Tenant's written request, promptly
execute any documents necessary to be signed by Landlord to obtain any such
permits, authorizations and approvals, provided that Tenant shall bear any
expense or liability of Landlord in connection therewith.

(b) All Completion Work shall be performed in a first-class
workmanlike manner, and in accordance with all Legal Requirements, as well as
any plans and specifications therefor which shall have been previously
delivered to Landlord. All Completion Work shall be commenced and completed
promptly.

(c) Subject to the terms of Section 2.6 hereof with respect to
contests, the cost of all Completion Work shall be paid promptly, in cash, so
that the Premises and Tenant's leasehold estate therein shall at all times be
free from (i) liens for labor or materials supplied or claimed to have been
supplied to the Premises or Tenant, and (ii) chattel mortgages, conditional
sales contracts, title retention agreements, security interest and
agreements, and financing agreements and statements.

(d) Upon completion of the Completion Work, Tenant, at Tenant's
expense, shall obtain certificates of final approval of such Completion Work
required by any governmental or quasi-governmental authority and shall
furnish Landlord with copies thereof, together with "as-built" plans and
specifications for such Completion Work.

(e) The Completion Work shall be subject to inspection at any time
and from time to time by any of Landlord or Lender, their respective
architect(s), or their duly authorized representatives, and if any such party
upon any such inspection shall be of the opinion that the Completion Work is
not being performed in accordance with the provisions of this Article 9 or
the plans and specifications, or that any of the materials or workmanship are
not first-class or are unsound or improper, Tenant shall correct any such
failure and shall replace any unsound or improper materials or workmanship.

(f) Except as may be expressly provided to the contrary hereunder
with respect to Tenant's Personal Property, all Completion Work installed in
or upon the Premises at any time during the Term shall become the property of
Landlord and shall remain upon and be surrendered with the Premises.

<PAGE>

(g) The parties acknowledge that, pursuant to the provisions of
the Construction Agreement, if the proceeds of the Bonds exceed the amount
required to complete the Completion Work, such excess shall be used to
partially redeem the Bonds. In such event, the payments due on the Bonds
shall be reduced in accordance with the Bond Indenture. In the event that,
pursuant to the Bond Indenture, the Bonds are partially redeemed as a result
of such excess proceeds, each Basic Rent payment hereunder thereafter shall
be reduced by the same amount which the corresponding payments under the
Bonds are reduced as a result of such redemption. (It is understood that the
payments of Basic Rent and the payments under the Bonds are not equal, and
that such reduction of Basic Rent payments is equal to the dollar amount of
reduction of payments under the Bonds, and not necessarily to a prorata
reduction of the Basic Rent). Landlord and Tenant agree, in such event, to
amend this Lease by the attachment of a new Schedule D, calculated as
outlined above.

ARTICLE 10

10.1. No Merger. There shall be no merger of this Lease or of the
leasehold estate hereby created with the fee estate in the Premises by reason
of the fact that the same person acquires or holds, directly or indirectly,
this Lease or the leasehold estate hereby created or any interest herein or
in such leasehold estate as well as the fee estate or estate for years in the
Premises or any interest in such fee estate or estate for years.

10.2. Surrender. Upon the expiration or termination of this Lease,
Tenant shall surrender the Premises to Landlord in the condition in which the
Premises were originally received from Landlord, except as repaired, rebuilt,
restored, altered or added to as permitted or required hereby and except for
ordinary wear and tear. Unless purchased by Landlord pursuant to Section
3.5, Tenant shall remove from the Premises on or prior to such expiration or
termination all property situated thereon which is not owned by Landlord, and
shall repair any damage caused by such removal. Property not so removed
shall become the property of Landlord, and Landlord may cause such property
to be removed from the Premises and disposed of, but the cost of any such
removal and disposition and of repairing any damage caused by such removal
shall be borne by Tenant. The provisions of this Section shall survive the
termination or expiration of this Lease.

10.3. Merger, Consolidation or Sale of Assets. Without waiving the
provisions of Section 4.1(a), it shall be a condition precedent to the merger
of Tenant into another corporation, to the consolidation of Tenant with one
or more other corporations, and to the sale or other disposition of all or
substantially all the assets of Tenant to one or more other entities that the
surviving entity or transferee of assets, as the case may be, shall deliver
to Landlord an acknowledged instrument in recordable form assuming all
obligations, covenants and responsibilities of Tenant hereunder and under any
instrument executed by Tenant relating to the Premises or this Lease,
including, without limitation, the Construction Agreement and

<PAGE>

the NCIDA Documents and any consent to the assignment of Landlord's interest
in this Lease to the Lender as security for indebtedness. Tenant covenants
that it will not merge or consolidate or sell or otherwise dispose of all or
substantially all of its assets unless such instruments shall have been so
delivered. In addition, it shall be a condition of such a merger that no
Event of Default then exist under this Lease. The surviving entity of any
merger allowed above must be organized in the United States and must have a
net worth and credit standing equal to or greater than the net worth and
credit standing of Tenant on the day prior to the merger or consolidation,
and Lender and Landlord shall be given, as a prerequisite to such merger, a
written certification from the chief financial officer of Tenant that the
provisions of this Section have been satisfied.

10.4. Separability; Binding Effect. Each provision hereof shall be
separate and independent and the breach of any provision by Landlord shall
not discharge or relieve Tenant from any of its obligations hereunder. Each
provision hereof shall be valid and shall be enforceable to the extent not
prohibited by law. If any provision hereof or the application thereof to any
person or circumstance shall to any extent be invalid or unenforceable, the
remaining provisions hereof, or the application of such provision to persons
or circumstances other than those as to which it is invalid or unenforceable,
shall not be affected thereby. All provisions contained in this Lease shall
be binding upon, inure to the benefit of, and be enforceable by, the
successors and assigns of Landlord to the same extent as if each such
successor and assign were named as a party hereto. All provisions contained
in this Lease shall be binding upon the successors and assigns of Tenant and
shall inure to the benefit of and be enforceable by the permitted successors
and assigns of Tenant in each case to the same extent as if each such
successor and assign were named as a party hereto.

10.5. Table of Contents and Headings. The table of contents and the
headings of the various Sections and Schedules of this Lease have been
inserted for reference only and shall not to any extent have the effect of
modifying the express terms and provisions of this Lease.

10.6. Counterparts. This Lease may be executed in two or more
counterparts and shall be deemed to have become effective when and only when
one or more of such counterparts shall have been signed by or on behalf of
each of the parties hereto (although it shall not be necessary that any
single counterpart be signed by or on behalf of each of the parties hereto,
and all such counterparts shall be deemed to constitute but one and the same
instrument), and shall have been delivered by each of the parties to each
other.

10.7. Recording of Lease. Tenant will execute, acknowledge, deliver
and cause to be recorded or filed in the manner and place required by any
present or future law a memorandum of this Lease and all other instruments,
including, without limitation, financing statements, continuation statements,
releases and instruments of similar character, which shall be reasonably
requested by the Landlord. If Tenant shall fail to comply with this Section
10.7., Landlord shall be and is hereby irrevocably appointed the agent and
attorney-in-fact of

<PAGE>

the Tenant to comply therewith, but this sentence shall not prevent any
default in the observance of this Section 10.7. by the Tenant. Tenant shall
be responsible for all costs and expenses in connection with the recording of
this Lease or a memorandum hereof.

10.8. Rating of the Transaction. Tenant will cooperate, at its sole
cost and expense, with Landlord's efforts to cause the rating on the Lease
(and any mortgage secured by the rentals payable hereon) to be updated by
any nationally recognized credit rating agency(ies) which is rating the Lease
(or such mortgage) initially, no later than twelve months after the
commencement of this Lease, and, thereafter, no later than twelve months
after the most recent update. Tenant covenants and agrees that in the event
Lender decides to include the Bond Indenture as an asset of a
securitization, Tenant, prior to, during and after such securitization,
shall, at Tenant's expense, (i) gather any environmental information
reasonably required by the rating agencies in connection with such a
securitization, (ii) at Lender's request, meet with representatives of such
rating agencies to discuss the business and operations of Tenant and the
Premises, and (iii) cooperate with the reasonable requests of the rating
agencies in connection with all of the foregoing. In addition, Tenant shall
further provide such information as may be reasonably requested by such
rating agencies in connection with such securitization and in connection with
any surveillance conducted after obtaining such a rating.

10.9. No Waiver, Amendments. No failure, delay, forbearance or
indulgence on the part of any party in exercising any right, power or
privilege hereunder shall operate as a waiver thereof, or as an acquiescence
in any breach, nor shall any single or partial exercise of any right, power
or remedy hereunder preclude any other or further exercise thereof or the
exercise of any other right, power or privilege. No term or provision hereof
may be amended, changed, waived, discharged or terminated orally, but only by
an instrument signed by the party against whom enforcement thereof is sought.

10.10. No Brokers. Each of the Landlord and the Tenant represents
and warrants to the other that it has not dealt with any broker in connection
with the purchase and leasing of the Premises and indemnifies the other
against the claims of brokers claiming through it.

10.11. Governing Law. This Lease shall be governed by the laws of
the state where the Premises are located.

10.12. Waiver of Jury Trial. LANDLORD AND TENANT HEREBY IRREVOCABLY
AND UNCONDITIONALLY WAIVE TRIAL BY JURY IN ANY LEGAL ACTION OR PROCEEDING
RELATING TO THIS LEASE.

10.13. Conveyance by Landlord. The word "Landlord" as used in this
Lease means only the owner for the time being of the Premises, so that, if
there is a transfer of an owner's interest, the transferor shall be and
hereby is entirely freed and relieved of all covenants and

<PAGE>

obligations of the Landlord hereunder, except any obligations which accrued
prior to the date of transfer, and it shall be deemed and construed, without
further agreement between the parties or between the parties and the
transferee of the Premises, that the transferee has assumed and has agreed to
carry out any and all of the Landlord's covenants and obligation hereunder
from and after the date of transfer.

10.14. Relationship of the Parties. Nothing contained in this Lease
shall be construed in any manner to create any relationship between the
Landlord and the Tenant other than the relationship of landlord and tenant.
Without limitation, the Landlord and the Tenant shall not be considered
partners or co-venturers for any purpose on account of this Lease.

10.15. Representation By Counsel. The Tenant and the Landlord each
acknowledge that it was represented by counsel in connection with the
negotiation and execution of this Lease. Any presumption to the effect that
ambiguities are to be resolved against the drafting party shall not be
employed in the interpretation of this Lease.

10.16. Access to Premises. The Tenant will permit the Landlord, any
Lender and their duly authorized representatives to enter upon the Premises
and to inspect the same at any and all reasonable times, upon reasonable
advance notice, and at any time in the case of an emergency without the
giving of notice, and for any purpose reasonably related to the rights of the
Landlord and any Lender under this Lease.

10.17. Showing. During the one year period preceding the date on
which the Term shall be scheduled to terminate or fully expire, Landlord, if
accompanied by a representative of Tenant and subject to the rights of any
subtenant not affiliated with Tenant, may show the Premises to prospective
tenants or purchasers at such reasonable times during normal business hours
as Landlord may select upon reasonable prior notice to Tenant, provided that
Landlord doe not materially interfere with Tenant's normal business
operations.

10.18. True Lease. This Lease is intended as, and shall constitute,
an agreement of lease, and nothing herein shall be construed as conveying to
the Tenant any right, title or interest in or to the Premises nor to any
remainder or reversionary estates in the Premises held by any Person, except,
in each instance, as a Tenant.

10.19. Concerning Wilmington Trust Company. It is expressly
understood and agreed by the parties hereto that (a) this Lease is executed
and delivered by Wilmington Trust Company, not individually or personally but
solely as trustee of Landlord, in the exercise of the powers and authority
conferred and vested in it under the Trust Agreement of Landlord dated as of
October 7, 1997, (b) each of the representations, undertakings and agreements
herein made on the part of Landlord is made and intended not as personal
representations, undertakings and agreements of Wilmington Trust Company but
is made and intended for the purpose of binding only Landlord, and (c) under
no circumstance shall Wilmington Trust

<PAGE>

Company be personally liable for the payment of any indebtedness or other
obligations of Landlord or be liable for the breach or failure of any
obligation, representation, warranty or covenant made or undertaken by
Landlord under this Lease.

IN WITNESS WHEREOF, the parties hereto have caused this Lease to be
executed as of the date first above written.

LANDLORD:

NASSAU CABLE BUSINESS TRUST,
a Delaware business trust

By: Wilmington Trust Company, not
in its individual capacity,
but solely as trustee
under the Trust Agreement
dated as of October 7, 1997

By: _________________________
Name:
Title:

TENANT:

CABLEVISION SYSTEMS CORPORATION, a
Delaware corporation

By: ______________________________
Name:
Title:

<PAGE>

EXHIBIT 10.63

CREDIT AGREEMENT

dated as of

June 6, 1997

among

MADISON SQUARE GARDEN, L.P.,

THE SEVERAL LENDERS FROM
TIME TO TIME PARTIES HERETO,

THE CHASE MANHATTAN BANK,

As Administrative Agent,

TORONTO DOMINION (NEW YORK), INC.,

As Documentation Agent,

and

THE BANK OF NOVA SCOTIA,

As Syndication Agent,

$850,000,000 TERM LOAN AND REVOLVING CREDIT FACILITY

<PAGE>

TABLE OF CONTENTS

Page

SECTION 1. DEFINITIONS. . . . . . . . . . . . . . . . . . . . . . . . . 1
1.1 Defined Terms . . . . . . . . . . . . . . . . . . . . . . . . 1
1.2 Other Definitional Provisions . . . . . . . . . . . . . . . . 22

SECTION 2. AMOUNT AND TERMS OF COMMITMENTS. . . . . . . . . . . . . . . 23
2.1 Term Loan Commitments . . . . . . . . . . . . . . . . . . . . 23
2.2 Procedure for Term Loan Borrowing . . . . . . . . . . . . . . 23
2.3 Repayment of Term Loans . . . . . . . . . . . . . . . . . . . 23
2.4 Revolving Credit Commitments. . . . . . . . . . . . . . . . . 24
2.5 Procedure for Revolving Credit Borrowing. . . . . . . . . . . 24
2.6 Repayment of Loans; Evidence of Debt. . . . . . . . . . . . . 25
2.7 Commitment Fees, etc. . . . . . . . . . . . . . . . . . . . . 26
2.8 Termination or Reduction of Revolving Credit
Commitments or Overdraft Commitment . . . . . . . . . . . . . 26
2.9 Optional Prepayments. . . . . . . . . . . . . . . . . . . . . 27
2.10 Mandatory Prepayments and Commitment Reductions . . . . . . . 27
2.11 Conversion and Continuation Options . . . . . . . . . . . . . 29
2.12 Minimum Amounts and Maximum Number of Eurodollar
Tranches. . . . . . . . . . . . . . . . . . . . . . . . . . . 30
2.13 Interest Rates and Payment Dates. . . . . . . . . . . . . . . 30
2.14 Computation of Interest and Fees. . . . . . . . . . . . . . . 30
2.15 Inability to Determine Interest Rate. . . . . . . . . . . . . 31
2.16 Pro Rata Treatment and Payments . . . . . . . . . . . . . . . 31
2.17 Requirements of Law . . . . . . . . . . . . . . . . . . . . . 32
2.18 Taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . 34
2.19 Indemnity . . . . . . . . . . . . . . . . . . . . . . . . . . 36
2.20 Change of Lending Office. . . . . . . . . . . . . . . . . . . 36
2.21 Replacement of Lenders under Certain Circumstances. . . . . . 36

SECTION 3. LETTERS OF CREDIT AND OVERDRAFTS . . . . . . . . . . . . . . 37
3.1 L/C Commitment. . . . . . . . . . . . . . . . . . . . . . . . 37
3.2 Procedure for Issuance of Letter of Credit. . . . . . . . . . 38
3.3 Commissions, Fees and Other Charges . . . . . . . . . . . . . 38
3.4 L/C Participations. . . . . . . . . . . . . . . . . . . . . . 38
3.5 Reimbursement Obligation of the Borrower. . . . . . . . . . . 39
3.6 Obligations Absolute. . . . . . . . . . . . . . . . . . . . . 40
3.7 Letter of Credit Payments . . . . . . . . . . . . . . . . . . 40
3.8 Applications. . . . . . . . . . . . . . . . . . . . . . . . . 40
3.9 Overdraft Advances. . . . . . . . . . . . . . . . . . . . . . 40

(i)
<PAGE>

Page

SECTION 4. REPRESENTATIONS AND WARRANTIES . . . . . . . . . . . . . . . 41
4.1 Financial Condition . . . . . . . . . . . . . . . . . . . . . 41
4.2 No Change . . . . . . . . . . . . . . . . . . . . . . . . . . 42
4.3 Status. . . . . . . . . . . . . . . . . . . . . . . . . . . . 42
4.4 Power and Authority . . . . . . . . . . . . . . . . . . . . . 42
4.5 No Violation. . . . . . . . . . . . . . . . . . . . . . . . . 42
4.6 Litigation. . . . . . . . . . . . . . . . . . . . . . . . . . 43
4.7 Use of Proceeds; Margin Regulations . . . . . . . . . . . . . 43
4.8 Governmental Approvals. . . . . . . . . . . . . . . . . . . . 43
4.9 Investment Company Act. . . . . . . . . . . . . . . . . . . . 43
4.10 Public Utility Holding Company Act. . . . . . . . . . . . . . 43
4.11 True and Complete Disclosure. . . . . . . . . . . . . . . . . 43
4.12 Financial Condition . . . . . . . . . . . . . . . . . . . . . 44
4.13 Security Interests. . . . . . . . . . . . . . . . . . . . . . 44
4.14 Representations and Warranties in Partnership Interest
Transfer Agreement and SportsChannel Contribution
Agreement . . . . . . . . . . . . . . . . . . . . . . . . . . 44
4.15 Consummation of the Partnership Transaction . . . . . . . . . 44
4.16 Tax Returns and Payments. . . . . . . . . . . . . . . . . . . 45
4.17 Compliance with ERISA . . . . . . . . . . . . . . . . . . . . 45
4.18 Subsidiaries. . . . . . . . . . . . . . . . . . . . . . . . . 46
4.19 Intellectual Property . . . . . . . . . . . . . . . . . . . . 46
4.20 Pollution and Other Regulations . . . . . . . . . . . . . . . 46
4.21 Properties. . . . . . . . . . . . . . . . . . . . . . . . . . 47
4.22 Collective Bargaining Agreements; Labor Relations . . . . . . 47
4.23 Existing Indebtedness . . . . . . . . . . . . . . . . . . . . 47
4.24 Compliance with Requirements of Law and Contractual
Obligations . . . . . . . . . . . . . . . . . . . . . . . . . 48
4.25 No Default. . . . . . . . . . . . . . . . . . . . . . . . . . 48
4.26 NBA and NHL Qualification and Compliance. . . . . . . . . . . 48

SECTION 5. Conditions Precedent . . . . . . . . . . . . . . . . . . . . 48
5.1 Conditions to Initial Extensions of Credit. . . . . . . . . . 48
5.2 Conditions to Each Extension of Credit. . . . . . . . . . . . 52

SECTION 6. AFFIRMATIVE COVENANTS. . . . . . . . . . . . . . . . . . . . 53
6.1 Financial Statements. . . . . . . . . . . . . . . . . . . . . 53
6.2 Certificates; Other Information . . . . . . . . . . . . . . . 54
6.3 Payment of Obligations. . . . . . . . . . . . . . . . . . . . 55
6.4 Conduct of Business and Maintenance of Existence. . . . . . . 55
6.5 Maintenance of Property; Insurance. . . . . . . . . . . . . . 55
6.6 Inspection of Property; Books and Records; Discussions . . . 56
6.7 Notices . . . . . . . . . . . . . . . . . . . . . . . . . . . 56
6.8 Environmental Laws. . . . . . . . . . . . . . . . . . . . . . 58

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<PAGE>

Page

6.10 Additional Collateral . . . . . . . . . . . . . . . . . . . . 58
6.11 Further Assurances. . . . . . . . . . . . . . . . . . . . . . 59
6.12 Payment of Taxes. . . . . . . . . . . . . . . . . . . . . . . 59
6.13 Recording of MSG Mortgage . . . . . . . . . . . . . . . . . . 60

SECTION 7. NEGATIVE COVENANTS . . . . . . . . . . . . . . . . . . . . . 60
7.1 Financial Condition Covenants . . . . . . . . . . . . . . . . 60
7.2 Limitation on Indebtedness. . . . . . . . . . . . . . . . . . 62
7.3 Limitation on Liens . . . . . . . . . . . . . . . . . . . . . 63
7.4 Limitation on Fundamental Changes . . . . . . . . . . . . . . 65
7.5 Limitation on Purchase or Sale of Assets. . . . . . . . . . . 66
7.6 Limitation on Leases. . . . . . . . . . . . . . . . . . . . . 67
7.7 Limitation on Dividends . . . . . . . . . . . . . . . . . . . 68
7.8 Limitation on Capital Expenditures. . . . . . . . . . . . . . 68
7.9 Limitation on Investments, Loans and Advances . . . . . . . . 69
7.10 Limitation on Optional Payments and Modifications of
Debt Instruments, etc . . . . . . . . . . . . . . . . . . . . 71
7.11 Limitation on Transactions with Affiliates. . . . . . . . . . 72
7.12 Limitation on Sales and Leasebacks. . . . . . . . . . . . . . 72
7.13 Limitation on Changes in Fiscal Periods . . . . . . . . . . . 72
7.14 Limitation on Negative Pledge Clauses . . . . . . . . . . . . 72
7.15 Limitation on Lines of Business . . . . . . . . . . . . . . . 73
7.16 Amendments, etc . . . . . . . . . . . . . . . . . . . . . . . 73
7.17 Limitation on New Subsidiaries. . . . . . . . . . . . . . . . 73

SECTION 8. EVENTS OF DEFAULT. . . . . . . . . . . . . . . . . . . . . . 73

SECTION 9. The Administrative Agent . . . . . . . . . . . . . . . . . . 77
9.1 Appointment . . . . . . . . . . . . . . . . . . . . . . . . . 77
9.2 Delegation of Duties. . . . . . . . . . . . . . . . . . . . . 77
9.3 Non-Reliance on the Administrative Agent. . . . . . . . . . . 77
9.4 Notice of Default . . . . . . . . . . . . . . . . . . . . . . 78
9.5 Certain Rights of the Administrative Agent. . . . . . . . . . 78
9.6 Reliance by Administrative Agent. . . . . . . . . . . . . . . 78
9.7 Indemnification . . . . . . . . . . . . . . . . . . . . . . . 79
9.8 Administrative Agent in Its Individual Capacity . . . . . . . 79
9.9 Successor Administrative Agent. . . . . . . . . . . . . . . . 80

SECTION 10. Miscellaneous . . . . . . . . . . . . . . . . . . . . . . . 80
10.1 Amendments and Waivers. . . . . . . . . . . . . . . . . . . . 80
10.2 Notices . . . . . . . . . . . . . . . . . . . . . . . . . . . 82
10.3 No Waiver; Cumulative Remedies. . . . . . . . . . . . . . . . 82

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<PAGE>

Page

10.4 Survival of Representations and Warranties . . . . . . . . . 82
10.5 Payment of Expenses and Taxes. . . . . . . . . . . . . . . . 82
10.6 Successors and Assigns; Participations and Assignments . . . 83
10.7 Payments Pro Rata. . . . . . . . . . . . . . . . . . . . . . 86
10.8 Counterparts . . . . . . . . . . . . . . . . . . . . . . . . 86
10.9 Severability . . . . . . . . . . . . . . . . . . . . . . . . 86
10.10 Integration. . . . . . . . . . . . . . . . . . . . . . . . . 87
10.11 GOVERNING LAW. . . . . . . . . . . . . . . . . . . . . . . . 87
10.12 Submission To Jurisdiction; Waivers. . . . . . . . . . . . . 87
10.13 Acknowledgements . . . . . . . . . . . . . . . . . . . . . . 88
10.14 WAIVERS OF JURY TRIAL. . . . . . . . . . . . . . . . . . . . 88
10.15 Headings Descriptive . . . . . . . . . . . . . . . . . . . . 88
10.16 Confidentiality. . . . . . . . . . . . . . . . . . . . . . . 88
10.17 NBA and NHL Rules. . . . . . . . . . . . . . . . . . . . . . 89
10.18 Team Financing Consent Letters . . . . . . . . . . . . . . . 89
10.19 MSG Mortgage Recording Events. . . . . . . . . . . . . . . . 89
10.20 Limited Recourse . . . . . . . . . . . . . . . . . . . . . . 91

ANNEX A -- Pricing Grid

SCHEDULE 1.1 -- Commitments
SCHEDULE 4.6 -- Litigation
SCHEDULE 4.8 -- Government Approvals
SCHEDULE 4.16 -- Tax Matters
SCHEDULE 4.17 -- ERISA Matters
SCHEDULE 4.18 -- Subsidiaries
SCHEDULE 4.21 -- Real Property
SCHEDULE 4.22 -- Collective Bargaining Agreements; Labor Matters
SCHEDULE 4.23 -- Existing Indebtedness
SCHEDULE 5.1(j) -- Insurance
SCHEDULE 7.3(d) -- Existing Liens
SCHEDULE 7.9(f) -- Existing Investments, Loans and Advances

EXHIBIT A-1 -- Form of Revolving Credit Note
EXHIBIT A-2 -- Form of Overdraft Note
EXHIBIT B -- Form of Term Note
EXHIBIT C -- Form of Officer's Certificate
EXHIBIT D -- Form of Secretary's Certificate
EXHIBIT E -- Form of Subsidiary Guaranty

(iv)
<PAGE>

Page

EXHIBIT F-1 -- Form of Credit Party Pledge Agreement
EXHIBIT F-2-A -- Form of NBA Team Pledge Agreement
EXHIBIT F-2-B -- Form of NHL Team Pledge Agreement
EXHIBIT G-1 -- Form of Credit Party Security Agreement
EXHIBIT G-2-A -- Form of NBA Team Security Agreement
EXHIBIT G-2-B -- Form of NHL Team Security Agreement
EXHIBIT H -- Form of MSG Mortgage
EXHIBIT I -- Form of Solvency Certificate
EXHIBIT J -- Form of Assignment and Acceptance

(v)

<PAGE>
Schedule 1.1

Term Loan Revolving Credit
Commitment Commitment
------------ ----------------

The Chase Manhattan Bank $ 45,000,000.00
The Bank of Nova Scotia $ 34,000,000.00
Toronto Dominion (New York), Inc. $ 34,000,000.00
General Electric Capital Services $ 24,000,000.00
Barclays Bank Plc $ 24,000,000.00
Bank of Montreal, Chicago Branch $ 24,000,000.00
The Bank of New York $ 24,000,000.00
Banque Paribas $ 24,000,000.00
Credit Lyonnais, New York Branch $ 24,000,000.00
Royal Bank of Canada $ 24,000,000.00
Union Bank of California, N.A. $ 24,000,000.00
BankBoston, N.A. $ 15,000,000.00
Bankers Trust Company $ 15,000,000.00
Corestates Bank, N.A. $ 15,000,000.00
Fleet Bank, N.A. $ 15,000,000.00
The Industrial Bank of Japan,
Limited, New York Branch $ 15,000,000.00
LTCB Trust Company $ 15,000,000.00
The Mitsubishi Trust and
Banking Corporation $ 15,000,000.00
NationsBank of Texas, N.A. $ 15,000,000.00
PNC Bank, National Association $ 15,000,000.00
The Sakura Bank, Limited $ 15,000,000.00
Societe Generale, New York Branch $ 15,000,000.00
Banque Francaise du Commerce
Exterieur $ 15,000,000.00
The Fuji Bank, Limited, New York
Branch $ 15,000,000.00
---------------

Total $0.00 $500,000,000.00
---------------
---------------

<PAGE>
Annex A

PRICING GRID FOR LOANS

Applicable
Applicable Margin Margin for
Consolidated Leverage Ratio for Eurodollar Loans ABR Loans
- --------------------------- -------------------- -----------
Greater than 3.00 to 1.0 0.875% 0%
Less than or equal to 3.00 to 1.0 0.75% 0%

Changes in the Applicable Margin resulting from changes in the Consolidated
Leverage Ratio shall become effective on the first day (the "Adjustment Date")
of the month following the month in which financial statements are delivered to
the Lenders pursuant to subsection 6.1 (but in any event not later than the 60th
day after the end of each of the first three quarterly periods of each fiscal
year or the 90th day after the end of each fiscal year, as the case may be) and
shall remain in effect until the next change to be effected pursuant to this
paragraph; provided that an Adjustment Date shall be deemed to occur on the
Second Amendment Effective Date with the calculations made by reference to the
most recent financial statements delivered to the Lenders pursuant to subsection
6.1, adjusted to give pro forma effect to the repayment of the Term Loans made
on the Second Amendment Effective Date. If any financial statements referred to
above are not delivered within the time periods specified above, then, until
such financial statements are delivered, the Consolidated Leverage Ratio as at
the end of the fiscal period that would have been covered thereby shall for the
purposes of this definition be deemed to be greater than 3.00 to 1. Each
determination of the Consolidated Leverage Ratio pursuant to this paragraph
shall be made with respect to the period of four consecutive fiscal quarters of
the Borrower ending at the end of the period covered by the relevant financial
statements.

<PAGE>

CREDIT AGREEMENT, dated as of June 6, 1997, among MADISON SQUARE
GARDEN, L.P., a Delaware limited partnership (the "Borrower"), the several banks
and other financial institutions from time to time parties to this Agreement
(the "Lenders"), THE CHASE MANHATTAN BANK, a New York banking corporation, as
administrative agent for the Lenders hereunder (in such capacity, the
"Administrative Agent"),
TORONTO DOMINION (NEW YORK), INC., as documentation agent for the Lenders
hereunder and THE BANK OF NOVA SCOTIA, as syndication agent for the Lenders
hereunder.

W I T N E S S E T H :

WHEREAS, the Borrower intends to redeem a portion of its partnership
interests held indirectly by ITT Corporation and refinance certain of its
Indebtedness, including Indebtedness outstanding under the Existing Agreement
(as defined below);

NOW, THEREFORE, in consideration of the premises and the mutual
covenants contained herein, the parties to this Agreement hereby agree as
follows:

SECTION 1. DEFINITIONS

1.1 Defined Terms. As used in this Agreement, the following terms
shall have the following meanings:

"ABR" shall mean for any day, a rate per annum (rounded upwards, if
necessary, to the next 1/16 of 1%) equal to the greatest of (a) the Prime Rate
in effect on such day and (b) the Federal Funds Effective Rate in effect on such
day plus 1/2 of 1%. For purposes hereof: "Prime Rate" shall mean the rate of
interest per annum publicly announced from time to time by Chase as its prime
rate in effect at its principal office in New York City (the Prime Rate not
being intended to be the lowest rate of interest charged by Chase in connection
with extensions of credit to debtors) and "Federal Funds Effective Rate" shall
mean, for any day, the weighted average of the rates on overnight federal funds
transactions with members of the Federal Reserve System arranged by federal
funds brokers, as published on the next succeeding Business Day by the Federal
Reserve Bank of New York, or, if such rate is not so published for any day which
is a Business Day, the average of the quotations for the day of such
transactions received by the Administrative Agent from three federal funds
brokers of recognized standing selected by it. Any change in the ABR due to a
change in the Prime Rate or the Federal Funds Effective Rate shall be effective
as of the opening of business on the effective day of such change in the Prime
Rate or the Federal Funds Effective Rate, respectively.

"ABR Loans" shall mean Loans the rate of interest applicable to which
is based upon the ABR.

"Adjustment Date" shall have the meaning provided in the Pricing Grid.

<PAGE>

"Administrative Agent" shall have the meaning provided in the first
paragraph of this Agreement and shall include any successor to the
Administrative Agent appointed pursuant to subsection 9.9.

"Affiliate" as to any Person, means any other Person (other than a
Subsidiary) which, directly or indirectly, is in control of, is controlled by,
or is under common control with, such first Person. For purposes of this
definition, "control" of a Person means the power, directly or indirectly,
either to (a) vote 10% or more of the securities having ordinary voting power
for the election of directors (or persons performing similar functions) of such
Person or (b) direct or cause the direction of the management and policies of
such Person, whether through the ownership of voting securities, by contract or
otherwise. For the avoidance of doubt, neither the NBA nor the NHL nor any
other franchisee or member of the NBA or the NHL nor any of their respective
subsidiaries or affiliates shall be or be deemed to be an Affiliate of any
Credit Party.

"Agreement" shall mean this Credit Agreement, as the same may be from
time to time further modified, amended and/or supplemented.

"Aircraft" shall have the meaning provided in the Aircraft
Contribution Agreement.

"Aircraft Contribution Agreement" shall mean the Aircraft Contribution
Agreement, dated as of April 15, 1997, among GHC, MSG Eden, ITT MSG, ITT Flight
Operations, Inc., a Pennsylvania corporation, and the Borrower, as the same
shall be amended, supplemented or otherwise modified from time to time in
accordance with the terms thereof and hereof.

"Applicable Margin" shall mean for ABR Loans, 1.00%, and for
Eurodollar Loans, 2.00%; provided, that on and after the first Adjustment Date
occurring after the Effective Date, the Applicable Margin will be determined
pursuant to the Pricing Grid.

"Application" shall mean an application, in such form (reasonably
acceptable to the Borrower) as the Issuing Lender may specify from time to time,
requesting the Issuing Lender to open a Letter of Credit.

"Asset Sale" shall mean the sale, transfer or other disposition by the
Borrower or any Subsidiary to any Person other than the Borrower or any
Subsidiary of any asset of the Borrower or such Subsidiary including any Signage
Sale and the sales or dispositions contemplated by subsection 7.5(l) but
excluding sales, transfers or other dispositions of obsolete or excess
equipment.

"Assignee" shall have the meaning provided in subsection 10.6(c).

"Assignor" shall have the meaning provided in subsection 10.6(c).

<PAGE>

"Available Revolving Credit Commitment" shall mean as to any Lender at
any time, an amount equal to (a) such Lender's Revolving Credit Commitment minus
(b) such Lender's Revolving Extensions of Credit.

"Board" shall mean the Board of Governors of the Federal Reserve
System of the United States (or any successor).

"Borrower" shall have the meaning provided in the first paragraph of
this Agreement.

"Borrowing Date" shall mean any date which is (i) the date on which
the Term Loans are made, or (ii) any Business Day specified by the Borrower as a
date on which the Borrower requests the Lenders to make Loans hereunder.

"Business Day" shall mean a day other than a Saturday, Sunday or other
day on which commercial banks in New York City are authorized or required by law
to close, provided that when used in connection with a Eurodollar Loan, the term
"Business Day" shall also exclude any day on which commercial banks are not open
for dealings in Dollar deposits in the London interbank market.

"Cablevision" shall mean Cablevision Systems Corporation, a Delaware
corporation.

"Capital Lease" as applied to any Person shall mean any lease of any
property (whether real, personal or mixed) by that Person as lessee which, in
conformity with GAAP, is accounted for as a capital lease on the balance sheet
of that Person.

"Capitalized Lease Obligations" shall mean all obligations under
Capital Leases of the Borrower or any of its Subsidiaries in each case taken at
the amount thereof accounted for as liabilities in accordance with GAAP.

"Capital Stock" shall mean any and all shares, interests,
participations or other equivalents (however designated) of capital stock of a
corporation, any and all equivalent ownership interests in a Person (other than
a corporation) and any and all warrants, rights or options to purchase any of
the foregoing.

"Cash Equivalents" shall mean (i) securities issued or directly and
fully guaranteed or insured by the United States of America or any agency or
instrumentality thereof (provided that the full faith and credit of the United
States of America is pledged in support thereof) having maturities of not more
than six months from the date of acquisition, (ii) Dollar denominated time
deposits, certificates of deposit and bankers' acceptances of (x) any Lender or
(y) any bank (or the parent company of such bank) whose short-term commercial
paper rating from Standard & Poor's Ratings Group ("S&P") is at least A-1 or the
equivalent thereof or from Moody's Investors Service, Inc. ("Moody's") is at
least P-1 or the equivalent thereof (any such

<PAGE>

bank, an "Approved Lender"), in each case with maturities of not more than six
months from the date of acquisition, (iii) repurchase obligations with a term of
not more than seven days for underlying securities of the types described in
clause (i) above entered into with any bank meeting the qualifications specified
in clause (ii) above, (iv) commercial paper issued by any Lender or Approved
Lender or by the parent company of any Lender or Approved Lender and commercial
paper issued by, or guaranteed by, any industrial or financial company with a
short-term commercial paper rating of at least A-1 or the equivalent thereof by
S&P or at least P-1 or the equivalent thereof by Moody's (any such company, an
"Approved Company"), or guaranteed by any industrial company with a long term
unsecured debt rating of at least A or A2, or the equivalent of each thereof,
from S&P or Moody's, respectively, and in each case maturing within six months
after the date of acquisition and (v) investments in money market funds
substantially all of whose assets are comprised of securities of the type
described in clauses (i) through (iv) above.

"Cash Proceeds" shall mean, with respect to any Asset Sale or issuance
of any Capital Stock or Indebtedness, the aggregate cash payments (including, in
the case of any Asset Sale, (i) any cash received by way of deferred payment
pursuant to a note receivable issued in connection with such Asset Sale, other
than the portion of such deferred payment constituting interest, but only as and
when so received and (ii) any cash received upon the sale or disposition of the
broadcast rights described in subsection 7.5(l), to the extent such cash payment
represents an upfront payment on such sale or disposition which is materially
disproportionate to the other payments to be received over the time period for
which such broadcast rights have been so sold or disposed) received by the
Borrower and/or any Subsidiary from such Asset Sale or such issuance.

"Change of Control" shall mean (a) Rainbow shall cease to own directly
or indirectly, in the aggregate at least 60% of the Borrower's equity voting
rights, (b) Rainbow shall cease to have management control of the Borrower, (c)
Cablevision and the Dolan Family Interests shall cease to own in the aggregate
at least 50.1% of the voting stock of Rainbow or (d) Cablevision or Dolan shall
cease to have management control over the business and operations of Rainbow.

"Chase" shall mean The Chase Manhattan Bank, a New York banking
corporation.

"Code" shall mean the Internal Revenue Code of 1986, as amended from
time to time, and the regulations promulgated and the rulings issued thereunder.

"Collateral" shall mean all of the Collateral as defined in each of
the Security Documents.

"Collective Bargaining Agreement" shall have the meaning provided in
subsection 4.22(a).

<PAGE>

"Commitment" shall mean as to any Lender (including the Overdraft
Lender), the sum of the Term Loan Commitment, the Revolving Credit Commitment
and the Overdraft Commitment of such Lender.

"Consolidated Capital Expenditures" shall mean expenditures by the
Borrower or any of its Subsidiaries for the purchase of assets of long-term use
which are capitalized in accordance with GAAP. Notwithstanding the foregoing,
the acquisition of the Aircraft by the Borrower or any of its Subsidiaries
pursuant to the Aircraft Contribution Agreement and the Partnership Interest
Transfer Agreement shall not constitute a Consolidated Capital Expenditure for
any purpose of this Agreement.

"Consolidated EBIT" shall mean, for any period, Consolidated Net
Income of the Borrower and its Subsidiaries, before interest income, interest
expense and provision for taxes and without giving effect to any extraordinary
gains or losses from sales of assets (other than sales of tickets, product or
other inventory in the ordinary course of business) or to any financing costs
related to this Agreement or the Transaction and less any amounts received in
connection with the sale or disposition of the broadcast rights described in
subsection 7.5(l) to the extent such amounts have previously been included
within clause (ii) of the definition of "Cash Proceeds".

"Consolidated EBITDA" shall mean, for any period, Consolidated EBIT
for such period, adjusted by adding thereto the amount of all depreciation
expense and amortization expense and non-cash charges that were deducted in
determining such Consolidated EBIT.

"Consolidated Fixed Charges" shall mean, for any fiscal year, the sum
(without duplication) of (A) Consolidated Interest Expense for such fiscal year
plus (B) required principal payments on the Indebtedness of the Borrower or any
of its Subsidiaries during such fiscal year (whether or not paid but excluding
refinancings) plus (C) Consolidated Capital Expenditures made (or in respect of
which an irrevocable commitment to make such Consolidated Capital Expenditures
has been made) during such fiscal year (other than such Consolidated Capital
Expenditures which were committed to, and included in Consolidated Fixed
Charges, for the immediately preceding fiscal year) plus (D) any payments made
during such fiscal year by the Borrower or any of its Subsidiaries for services
rendered relating to the Yankee Contract (but only to the extent such payments
are not included in Consolidated EBITDA) plus (E) other cash expenses not
included in Consolidated EBITDA minus (F) prepaid deposits relating to sales of
tickets of any of the Teams during such fiscal year plus or minus, as the case
may be, (G) the change (whether positive or negative) in Consolidated Working
Capital during such fiscal year.

"Consolidated Indebtedness" shall mean the principal amount of all
Indebtedness, excluding Contingent Obligations, of the Borrower and its
Subsidiaries required to be accounted for as debt in accordance with GAAP and
determined on a consolidated basis in accordance with GAAP; provided however
that for the purposes of subsection 7.1(a) only, there shall be excluded in
determining Consolidated Indebtedness (i) any deferred payments then due and
owing by the Borrower or any of its Subsidiaries for services rendered relating
to the Yankee Contract or any

<PAGE>

contract with athletes and/or coaches and/or independent talent or broadcast
personalities, (ii) amounts owing and payable to Georgetown Associates
("Georgetown") in connection with consulting work performed by Georgetown
related to renovations on the Madison Square Garden Arena up to a maximum amount
during the term of this Agreement of $6,300,000 and (iii) amounts owing and
payable in connection with the purchase of the American Hockey League franchise
located in Binghamton, New York, up to a maximum amount of $1,950,000.

"Consolidated Interest Expense" shall mean, for any period, total
interest expense (including that attributable to Capital Leases in accordance
with GAAP) of the Borrower and its Subsidiaries determined on a consolidated
basis with respect to all outstanding Indebtedness of the Borrower and its
Subsidiaries, including all commissions, discounts and other fees and charges
owed with respect to letters of credit and bankers' acceptance financing but
excluding, however, (i) any amortization of deferred financing costs or costs in
respect of interest rate swaps and (ii) interest expense attributable to any of
the items (i) through (iii) in the proviso to the definition of "Consolidated
Indebtedness", all as determined in accordance with GAAP.

"Consolidated Leverage Ratio" shall mean, as at the last day of any
Test Period, the ratio of (a) Consolidated Indebtedness on such day to (b)
Consolidated EBITDA for the Test Period ended on such day; provided that, prior
to and for so long as the Garden Programming Loan Agreement is in effect, debt,
income and interest expense of Garden Programming shall not be considered for
purposes of computing the Consolidated Leverage Ratio.

"Consolidated Net Income" shall mean for any period, the net income
(or loss), after provision for taxes, of the Borrower and its Subsidiaries
determined on a consolidated basis in accordance with GAAP for such period taken
as a single accounting period.

"Consolidated Working Capital" shall mean at any date, the excess of
(a) the sum of all amounts (other than cash and cash equivalents) that would, in
conformity with GAAP, be set forth opposite the caption "total current assets"
(or any like caption) on a consolidated balance sheet of the Borrower and its
Subsidiaries at such date over (b) the sum of all amounts that would, in
conformity with GAAP, be set forth opposite the caption "total current
liabilities" (or any like caption) on a consolidated balance sheet of the
Borrower and its Subsidiaries on such date, but excluding the current portion of
any Indebtedness for borrowed money.

"Contingent Obligations" shall mean as to any Person any obligation of
such Person guaranteeing or intending to guarantee any Indebtedness, leases,
dividends or other obligations ("primary obligations") of any other Person (the
"primary obligor") in any manner, whether directly or indirectly, including any
obligation of such Person, whether or not contingent, (a) to purchase any such
primary obligation or any property constituting direct or indirect security
therefor, (b) to advance or supply funds (i) for the purchase or payment of any
such primary obligation or (ii) to maintain working capital or equity capital of
the primary obligor or otherwise to maintain the net worth or solvency of the
primary obligor, (c) to purchase property, securities or services primarily for
the purpose of assuring the owner of any such primary obligation of the ability
of the primary obligor to make payment of such primary

<PAGE>

obligation or (d) otherwise to assure or hold harmless the owner of such primary
obligation against loss in respect thereof, provided, however, that the term
Contingent Obligation shall not include (x) endorsements of instruments for
deposit or collection in the ordinary course of business, or (y) for avoidance
of doubt, any indemnification obligations. The amount of any Contingent
Obligation shall be deemed to be an amount equal to the stated or determinable
amount of the primary obligation in respect of which such Contingent Obligation
is made or, if not stated or determinable, the maximum reasonably anticipated
liability in respect thereof (assuming such Person is required to perform
thereunder) as determined by such Person in good faith.

"Contractual Obligation" shall mean as to any Person, any provision of
any security issued by such Person or of any agreement, instrument or other
undertaking to which such Person is a party or by which it or any of its
property is bound.

"Contribution" shall mean the contribution by certain Subsidiaries of
Rainbow and, under certain circumstances set forth in the SportsChannel
Contribution Agreement, ITT MSG, of all their right, title and interest in
SportsChannel Associates.

"Credit Documents" shall mean this Agreement, the Notes, the Security
Documents and the Subsidiary Guaranty.

"Credit Party" shall mean and include the Borrower and each of its
Subsidiaries (including any New Subsidiaries but excluding, prior to and so long
as the Garden Programming Loan Agreement is in effect, Garden Programming).

"Credit Party Pledge Agreement" shall have the meaning provided in
subsection 5.1(h)(i).

"Credit Party Security Agreement" shall have the meaning provided in
subsection 5.1(h)(iii).

"Default" shall mean any of the events specified in Section 8, whether
or not any requirement for the giving of notice, the lapse of time, or both, has
been satisfied.

"Dolan" shall mean Charles F. Dolan.

"Dolan Family Interests" shall mean (i) any Dolan Family Member, (ii)
any trusts for the benefit of any Dolan Family Members, (iii) any estate or
testamentary trust of any Dolan Family Member for the benefit of any Dolan
Family Members, (iv) any executor, administrator, conservator or legal or
personal representative of any Person or Persons specified in clauses (i), (ii)
and (iii) above to the extent acting in such capacity on behalf of any Dolan
Family Member or Members and not individually and (v) any corporation,
partnership, limited liability company or other similar entity, in each case 80%
of which is owned and controlled by any of the foregoing or combination of the
foregoing.

<PAGE>

"Dolan Family Members" shall mean Dolan, his spouse, his descendants
and any spouse of any of such descendants.

"Dollars" and "$" shall mean lawful money of the United States of
America.

"Effective Date" shall mean the date on which the conditions precedent
set forth in subsection 5.1 shall be satisfied or waived.

"Environmental Claims" means any and all administrative, regulatory or
judicial actions, suits, demands, demand letters, claims, liens, notices of
noncompliance or violation, investigations (other than internal reports prepared
by the Borrower or any of its Subsidiaries solely in the ordinary course of such
Person's business and not in response to any third party action or request of
any kind) or proceedings against any Credit Party or any Real Property of any
Credit Party relating in any way to any Environmental Law or any permit issued,
or any approval given, under any such Environmental Law (hereafter, "Claims"),
including (a) any and all Claims by governmental or regulatory authorities for
enforcement, cleanup, removal, response, remedial or other actions or damages
pursuant to any applicable Environmental Law, and (b) any and all Claims by any
third party seeking damages, contribution, indemnification, cost recovery,
compensation or injunctive relief resulting from Hazardous Materials arising
from alleged injury or threat of injury to health, safety or the environment.

"Environmental Law" means any applicable Federal, state, foreign or
local statute, law, rule, regulation, ordinance, code and rule of common law now
or hereinafter in effect and in each case as amended, and any judicial or
administrative interpretation thereof, including any judicial or administrative
order, consent decree or judgment, each of the foregoing relating to the
environment, health, safety or Hazardous Materials, including the Comprehensive
Environmental Response, Compensation, and Liability Act of 1980, as amended, 42
U.S.C Section 9601 et seq., the Resource Conservation and Recovery Act, as
amended 42 U.S.C. Section 6901 et seq., the Federal Water Pollution Control Act,
as amended, 33 U.S.C. Section 1251 et seq., the Toxic Substances Control Act, 15
U.S.C. Section 7401 et seq., the Clean Air Act, 42 U.S.C. Section 7401 et seq.,
the Safe Drinking Water Act, 42 U.S.C. Section 3808 et seq., the Oil Pollution
Act of 1990, 33 U.S.C. Section 2701 et seq. and any applicable state and local
or foreign counterparts or equivalents.

"ERISA" shall mean the Employee Retirement Income Security Act of
1974, as amended from time to time.

"ERISA Affiliate" shall mean each person (as defined in Section 3(9)
of ERISA) which together with the Borrower or a Subsidiary would be deemed to be
a "single employer" within the meaning of Sections 414(b) or (c) of the Code,
except that, for purposes of Section 302 of ERISA and Sections 412, 4971 and
4980 of the Code, "ERISA Affiliate" shall mean each such person which together
with the Borrower or a Subsidiary would be deemed to be a single employer within
the meaning of Sections 414(b), (c), (m) or (o) of the Code.

<PAGE>

"Eurocurrency Reserve Requirements" shall mean for any day as applied
to a Eurodollar Loan, the aggregate (without duplication) of the rates
(expressed as a decimal fraction) of reserve requirements in effect on such day
(including basic, supplemental, marginal and emergency reserves under any
regulations of the Board or other Governmental Authority having jurisdiction
with respect thereto) dealing with reserve requirements prescribed for
eurocurrency funding (currently referred to as "Eurocurrency Liabilities" in
Regulation D of the Board) maintained by a member bank of the Federal Reserve
System.

"Eurodollar Base Rate" shall mean with respect to each day during each
Interest Period pertaining to a Eurodollar Loan, the rate per annum determined
by the Administrative Agent to be the offered rate for Dollar deposits with a
term comparable to such Interest Period that appears on the applicable Telerate
Page at approximately 11:00 A.M., London time, two Business Days prior to the
beginning of such Interest Period; provided, however, that if at any time for
any reason such offered rate does not appear on the applicable Telerate Page,
"Eurodollar Base Rate" shall mean, with respect to each day during each Interest
Period pertaining to a Eurodollar Loan, the rate per annum equal to the rate at
which Chase is offered Dollar deposits at or about 10:00 A.M., New York City
time, two Business Days prior to the beginning of such Interest Period in the
interbank eurodollar market where the eurodollar and foreign currency and
exchange operations in respect of its Eurodollar Loans are then being conducted
for delivery on the first day of such Interest Period for the number of days
comprised therein and in an amount comparable to the amount of its Eurodollar
Loans to be outstanding during such Interest Period.

"Eurodollar Loans" shall mean Loans the rate of interest applicable to
which is based upon the Eurodollar Rate.

"Eurodollar Rate" shall mean with respect to each day during each
Interest Period pertaining to a Eurodollar Loan, a rate per annum determined for
such day in accordance with the following formula (rounded upward to the nearest
1/100th of 1%):

Eurodollar Base Rate
----------------------------------------
1.00 - Eurocurrency Reserve Requirements

"Eurodollar Tranche" shall mean the collective reference to Eurodollar
Loans the then current Interest Periods with respect to all of which begin on
the same date and end on the same later date (whether or not such Loans shall
originally have been made on the same day).

"Event of Default" shall have the meaning provided in Section 8.

"Excess Cash Flow" shall mean for any fiscal year of the Borrower, the
excess, if any, of (a) Consolidated EBITDA for such fiscal year over (b)(i)
Consolidated Fixed Charges, (ii) plus or minus (without duplication) the cash
portion of any extraordinary gains or losses incurred during such fiscal year
without duplication of mandatory prepayments resulting from any transaction
giving rise thereto plus (iii) $5,000,000.

<PAGE>

"Excess Cash Flow Application Date" shall have the meaning provided in
subsection 2.10(c).

"Existing Agreement" shall mean the Credit Agreement, dated as of
January 20, 1995, among MSG Holdings, L.P., a Delaware limited partnership as
predecessor to the Borrower, the lending institutions listed from time to time
on Annex I thereto and Chemical Bank, as predecessor to Chase, as agent, as
amended, supplemented or otherwise modified from time to time.

"Existing Indebtedness" shall have the meaning provided in subsection
4.23.

"Facility" shall mean each of (a) the Term Loan Commitments and the
Term Loans made thereunder (the "Term Loan Facility") and (b) the Revolving
Credit Commitments and the extensions of credit made thereunder (the "Revolving
Credit Facility").

"Federal Funds Effective Rate" shall have the meaning provided in the
definition of "ABR".

"Fixed Charge Coverage Ratio" shall mean, as of the last day of any
fiscal year, the ratio of (i) the sum of (A) Consolidated EBITDA for the fiscal
year ended on such day plus (B) the average of the quarterly Available Revolving
Credit Commitment (with the quarterly Available Revolving Credit Commitment for
each quarter being computed by taking the average of the Available Revolving
Credit Commitment on the first day of such fiscal quarter and on the last day of
such fiscal quarter) for each quarter during such fiscal year to (ii)
Consolidated Fixed Charges for such fiscal year.

"GAAP" shall mean generally accepted accounting principles in the
United States of America as in effect on the date of this Agreement.

"Garden Programming" shall mean Garden Programming, L.L.C., a Delaware
limited liability company.

"Garden Programming Accommodation Arrangements" shall mean certain
financial accommodation arrangements to be entered into between Garden
Programming and certain Persons with which Garden Programming or any of its
Affiliates has television broadcast rights in an aggregate principal amount not
to exceed $40,000,000.

"Garden Programming Lenders" shall mean Chase and the other financial
institutions making loans to Garden Programming under the Garden Programming
Loan Agreement.

"Garden Programming Loan Agreement" shall mean a loan agreement to be
entered into by Garden Programming and the Garden Programming Lenders providing
a portion of the proceeds for the Garden Programming Accommodation Arrangements.

<PAGE>

"General Partner" shall mean MSG Eden Corporation, a Delaware
corporation, as general partner of the Borrower.

"GHC" shall mean Garden L.P. Holding Corp., a Delaware corporation.

"Governmental Authority" shall mean any nation or government, any
state or other political subdivision thereof or any entity exercising executive,
legislative, judicial, regulatory or administrative functions of or pertaining
to government.

"Hazardous Materials" means (a) any petroleum or petroleum products,
radioactive materials, asbestos in any form that is or could become friable,
urea formaldehyde foam insulation, transformers or other equipment that
contained, electric fluid containing levels of polychlorinated biphenyls, and
radon gas; (b) any chemicals, materials or substances defined as or included in
the definition of "hazardous substances," "hazardous waste," "hazardous
materials," "extremely hazardous waste," "restricted hazardous waste," "toxic
substances," "toxic pollutants," "contaminants," or "pollutants," or words of
similar import, under any applicable Environmental Law; and (c) any other
chemical, material or substance, exposure to which is prohibited, limited or
regulated by any governmental authority pursuant to any applicable Environmental
Law.

"Incur" shall mean issue, assume, guarantee, incur or otherwise become
liable for; and the term "Incurrence" shall have a correlative meaning.

"Indebtedness" of any Person shall mean without duplication (i) all
indebtedness of such Person for borrowed money, (ii) the deferred purchase price
of assets or services (including broadcast services) which in accordance with
GAAP would be shown on the liability side of the balance sheet of such Person,
(iii) the face amount of all letters of credit issued for the account of such
Person and, without duplication, all drafts drawn thereunder, (iv) all
Indebtedness of a second Person secured by any Lien on any property owned by
such first Person, whether or not such indebtedness has been assumed, (v) all
Capitalized Lease Obligations of such Person, (vi) all obligations of such
Person to pay a specified purchase price for goods or services on a take-or-pay
or similar basis, and (vii) all Contingent Obligations of such Person, provided
that Indebtedness shall not include trade payables and accrued expenses, in each
case arising and paid in the ordinary course of business.

"Initial Borrowing Date" shall mean the date which is the first
Borrowing Date.

"Insolvency" shall mean with respect to any Multiemployer Plan, the
condition that such Plan is insolvent within the meaning of Section 4245 of
ERISA.

"Insolvent" shall mean pertaining to a condition of Insolvency.

"Intellectual Property" shall have the meaning provided in subsection
4.19.

<PAGE>

"Interest Coverage Ratio" shall mean, for any period, the ratio of
Consolidated EBITDA to Consolidated Interest Expense for such period.

"Interest Payment Date" shall mean (a) as to any ABR Loan, the last
day of each March, June, September and December, (b) as to any Eurodollar Loan
having an Interest Period of three months or less, the last day of such Interest
Period, (c) as to any Eurodollar Loan having an Interest Period longer than
three months, each day within such Interest Period which is three months, or a
whole multiple thereof, after the first day of such Interest Period and the last
day of such Interest Period and (d) as to any Loan, the date of repayment
thereof at final stated maturity.

"Interest Period" shall mean as to any Eurodollar Loan, (a) initially,
the period commencing on the borrowing or conversion date, as the case may be,
with respect to such Eurodollar Loan and ending one, two, three or six months
thereafter, as selected by the Borrower in its notice of borrowing or notice of
conversion, as the case may be, given with respect thereto; and (b) thereafter,
each period commencing on the last day of the next preceding Interest Period
applicable to such Eurodollar Loan and ending one, two, three or six months
thereafter, as selected by the Borrower by irrevocable notice to the
Administrative Agent not less than three Business Days prior to the last day of
the then current Interest Period with respect thereto; provided that, all of the
foregoing provisions relating to Interest Periods are subject to the following:

(i) if any Interest Period would otherwise end on a day that is
not a Business Day, such Interest Period shall be extended to the next
succeeding Business Day unless the result of such extension would be
to carry such Interest Period into another calendar month, in which
event such Interest Period shall end on the immediately preceding
Business Day;

(ii)any Interest Period that would otherwise extend beyond the
Revolving Credit Termination Date or beyond the date final payment is
due on the Term Loans shall end on the Revolving Credit Termination
Date or such due date, as applicable;

(iii)any Interest Period that begins on the last Business Day of
a calendar month (or on a day for which there is no numerically
corresponding day in the calendar month at the end of such Interest
Period) shall end on the last Business Day of the calendar month which
is the specified number of months after such first calendar month; and

(iv)the Borrower shall select Interest Periods so as not to
require a payment or prepayment of any Eurodollar Loan during an
Interest Period for such Loan.

"Interest Rate Protection Agreement" shall mean any interest rate
protection agreement, interest rate swap agreement, interest rate futures
contract, interest rate option,

<PAGE>

interest rate cap, interest rate floor, interest rate collar, basis swap,
forward rate agreement, or other interest rate hedge arrangement or similar
arrangement, or any combination of any of the foregoing, to or under which the
Borrower or any of its Subsidiaries is a party or a beneficiary on the date
hereof or becomes a party or a beneficiary after the date hereof.

"Issuing Lender" shall mean Chase or any of its Affiliates, in its
capacity as issuer of any Letter of Credit.

"ITT" shall mean ITT Corporation, a Nevada corporation.

"ITT Eden" shall mean ITT Eden Corporation, a Delaware corporation.

"ITT MSG" shall mean ITT MSG Inc., a Delaware corporation.

"L/C Commitment": shall mean the obligation to issue Letters of
Credit hereunder in an aggregate amount not to exceed $25,000,000.

"L/C Obligations" shall mean at any time, an amount equal to the sum
of (a) the aggregate then undrawn and unexpired amount of the then outstanding
Letters of Credit and (b) the aggregate amount of drawings under Letters of
Credit which have not then been reimbursed pursuant to subsection 3.5 or
otherwise.

"L/C Participants" shall mean with respect to any Letter of Credit,
the collective reference to all the Revolving Credit Lenders other than the
Issuing Lender that have issued such Letter of Credit.

"Leasehold" of any Person means all of the right, title and interest
of such Person as lessee or licensee in, to and under leases or licenses of
land, improvements and/or fixtures.

"Lender" shall have the meaning provided in the first paragraph of
this Agreement.

"Letter Agreement" shall mean the letter agreement among Cablevision,
Rainbow, the Borrower and ITT, dated April 15, 1997.

"Letters of Credit" shall have the meaning provided in subsection
3.1(a).

"Lien" shall mean any mortgage, pledge, hypothecation, assignment,
deposit arrangement, encumbrance, lien (statutory or other), charge or other
security interest or any preference, priority or other security agreement
(including any conditional sale or other title retention agreement and any
capital lease having substantially the same economic effect as any of the
foregoing).

<PAGE>

"Limited Partners" shall mean, collectively, ITT MSG and GHC, as
limited partners of the Borrower.

"Limited Partnership Agreement" shall mean the Amended and Restated
Agreement of Limited Partnership of Madison Square Garden, L.P., dated as of
April 15, 1997, among the Limited Partners and the General Partner as in effect
on the Initial Borrowing Date, as the same may be amended, modified or
supplemented from time to time in accordance with the provisions hereof and
thereof.

"Loan" shall mean any loan or advance made by any Lender (including
the Overdraft Lender) pursuant to this Agreement.

"Majority Facility Lenders" shall mean with respect to any Facility,
Lenders which collectively are the holders of not less than 51% of the aggregate
unpaid principal amount of the Term Loans or the Total Revolving Extensions of
Credit, as the case may be, outstanding under such Facility (provided, that in
the case of the Revolving Credit Facility, prior to any termination of the
Revolving Credit Commitments, such term shall mean Lenders which are
collectively the holders of not less than 51% of the aggregate amount of the
Revolving Credit Commitments).

"Majority Revolving Credit Facility Lenders" shall mean the Majority
Facility Lenders in respect of the Revolving Credit Facility.

"Margin Stock" has the meaning provided in Regulation U of the Board.

"Material Adverse Effect" shall mean a material adverse effect on: (a)
the business, assets, operations, property or financial condition of the
Borrower and its Subsidiaries taken as a whole (other than changes relating to
the economy in general or resulting from industry-wide developments affecting
companies in similar businesses) or (b) the validity or enforceability of this
Agreement or any of the other Credit Documents or the rights or remedies of the
Administrative Agent or the Lenders hereunder or thereunder; provided that none
of the following events, occurrences or circumstances shall constitute a
Material Adverse Effect: (i) the consummation of the Transaction and (ii) any
strike, lock-out or other labor controversy, including (x) any actions or
proceedings involving any Teams or unions representing any employees or agents
of the Borrower, any of its Subsidiaries or any Teams or (y) any individual
disputes with employees or agents (including players, coaches or scouts) of the
Borrower, any of such Subsidiaries or any Teams, whether (1) in negotiating
extensions or renewals of contracts or (2) related to any such employee or agent
seeking an improvement in such individual's arrangements with the Borrower, any
of such Subsidiaries or any Team in advance of scheduled contract extensions or
renewals.

"MSG" shall mean Madison Square Garden Corporation, a Delaware
corporation.

"MSG Eden" shall mean MSG Eden Corporation, a Delaware corporation.

<PAGE>

"MSG Mortgage" shall have the meaning provided in subsection
5.1(h)(iv).

"MSG Mortgaged Property" shall have the meaning provided in subsection
5.1(h)(iv).

"Multiemployer Plan" shall mean a Plan which is a multiemployer plan
as defined in Section 4001(a)(3) of ERISA.

"NBA" shall mean The National Basketball Association (or any
successor).

"NBA Entities" shall mean collectively the NBA, NBA Properties Inc., a
New York corporation, the NBA Market Extension Partnership, a New Jersey general
partnership and NBA Development, LLC, a Delaware limited liability company, or
any successor to any of the foregoing.

"NBA Financing Consent Letter" shall have the meaning provided in
subsection 5.1(h)(v).

"NBA Rules" shall mean, collectively, the NBA Constitution and
By-Laws, the governing documents of the NBA Entities, and present and future
rules, regulations, memoranda, resolutions and directives of the NBA Board of
Governors or the NBA Commissioner.

"NBA Security Documents" shall mean, collectively, the NBA Team Pledge
Agreement and the NBA Team Security Agreement.

"NBA Team Pledge Agreement" shall have the meaning provided in
subsection 5.1(h)(ii).

"NBA Team Security Agreement" shall have the meaning provided in
subsection 5.1(h)(iii).

"Net Cash Proceeds" shall mean, with respect to any Asset Sale or the
issuance of any Capital Stock or Indebtedness, the Cash Proceeds resulting
therefrom net of expenses of the sale or issuance (including, with respect to
any Asset Sale, the payment of principal, premium and interest of Indebtedness
secured by the assets the subject of the Asset Sale and required to be, and
which is, repaid under the terms thereof as a result of such Asset Sale), and
incremental taxes paid or payable as a result thereof.

"New Subsidiary" shall have the meaning provided in subsection 7.17.

"NHL" shall mean The National Hockey League (or any successor).

"NHL Entities" shall mean collectively the NHL, NHL Enterprises, L.P.,
a Delaware limited partnership, NHL Enterprises, Inc., a Delaware corporation,
NHL Enterprises

<PAGE>

Canada, L.P., an Ontario limited partnership, and National Hockey League
Enterprises Canada, Inc., or any successor to any of the foregoing.

"NHL Financing Consent Letter" shall have the meaning provided in
subsection 5.1(h)(v).

"NHL Rules" shall mean, collectively, the NHL Constitution and
By-Laws, the governing documents of the NHL Entities, and present and future
rules, regulations, memoranda, resolutions and directives of the NHL Board of
Governors or the NHL Commissioner.

"NHL Security Documents" shall mean, collectively, the NHL Team Pledge
Agreement and the NHL Team Security Agreement.

"NHL Team Pledge Agreement" shall have the meaning provided in
subsection 5.1(h)(ii).

"NHL Team Security Agreement" shall have the meaning provided in
subsection 5.1(h)(iii).

"Non-Excluded Taxes" shall have the meaning provided in subsection
2.18(a).

"Non-U.S. Lender" shall have the meaning provided in subsection
2.18(b).

"Notes" shall mean the collective reference to the Term Notes and the
Revolving Credit Notes.

"Obligations" shall mean all amounts, direct or indirect, contingent
or absolute, of every type or description, and at any time existing, owing to
the Administrative Agent or any Lender pursuant to the terms of this Agreement
or any other Credit Document.

"Overdraft Advance" shall mean any advance made by the Overdraft
Lender to cover overdrafts by the Borrower in its designated primary operating
account maintained with the Overdraft Lender.

"Overdraft Commitment" shall mean the obligation of the Overdraft
Lender, if any, to make Overdraft Advances in an aggregate principal amount not
to exceed the Overdraft Maximum Amount.

"Overdraft Lender" shall mean Chase acting as the "Overdraft Lender"
in accordance with subsection 3.9.

"Overdraft Maximum Amount" shall mean $10,000,000, as the same may be
changed from time to time pursuant to the terms hereof.

<PAGE>

"Overdraft Note" shall have the meaning provided in subsection 2.6(e).

"Participant" shall have the meaning provided in subsection 10.6(b).

"Partners" shall mean the General Partner and the Limited Partners.

"Partnership Acknowledgements" shall mean "Acknowledgements"
substantially in the form of Annex D to each Team Pledge Agreement.

"Partnership Interest Transfer Agreement" shall mean the Partnership
Interest Transfer Agreement, dated as of April 15, 1997, among ITT, ITT Eden,
ITT MSG, Cablevision, Rainbow, Rainbow Garden, GHC, MSG Eden and the Borrower,
as the same may be amended, supplemented or otherwise modified from time to time
in accordance with the terms hereof and thereof.

"Partnership Notices" shall mean "Partnership Notices" substantially
in the form of Annex C to each Team Pledge Agreement.

"Partnership Transaction" shall mean item (i) contained in the
definition of the term "Transaction".

"PBGC" shall mean the Pension Benefit Guaranty Corporation established
pursuant to Subtitle A of Title IV of ERISA, or any successor thereto.

"Permitted Acquisition" shall have the meaning provided in subsection
7.15.

"Person" shall mean an individual, partnership, corporation, limited
liability company, business trust, joint stock company, trust, unincorporated
association, joint venture, Governmental Authority or other entity of whatever
nature.

"Plan" shall mean at a particular time, any employee benefit plan
which is covered by ERISA and in respect of which the Borrower or a Commonly
Controlled Entity is (or, if such plan were terminated at such time, would under
Section 4069 of ERISA be deemed to be) an "employer" as defined in Section 3(5)
of ERISA.

"Pledge Agreements" shall mean the Credit Party Pledge Agreement and
each Team Pledge Agreement.

"Pledged Entity" shall mean each "Pledged Entity" as defined in each
Team Pledge Agreement.

"Pledged Securities" shall mean all the Pledged Securities as defined
in each of the Pledge Agreements.

<PAGE>

"Pricing Grid" shall mean the pricing grid attached hereto as Annex A.

"Prime Rate" shall have the meaning provided in the definition of
"ABR".

"Projections" shall have the meaning provided in subsection 6.2(b).

"Rainbow" shall mean Rainbow Media Holdings, Inc., a Delaware
corporation.

"Rainbow Garden" shall mean Rainbow Garden Corp., a Delaware
corporation.

"Real Property" of any Person shall mean all of the right, title and
interest of such Person in and to land, improvements and fixtures, including
Leaseholds.

"Recovery Event" shall mean any settlement of or payment in respect of
any property insurance or casualty insurance claim or any condemnation
proceeding relating to any property of the Borrower or any of its Subsidiaries,
excluding any such settlement or payment which, together with any related
settlement or payment, yields gross proceeds to the Borrower or any of its
Subsidiaries of less than $1,000,000.

"Register" shall have the meaning provided in subsection 10.6(d).

"Regulation D" shall mean Regulation D of the Board of Governors of
the Federal Reserve System as from time to time in effect and any successor to
all or a portion thereof establishing reserve requirements.

"Regulation U" shall mean Regulation U of the Board of Governors of
the Federal Reserve System as from time to time in effect and any successor to
all or a portion thereof establishing margin requirements.

"Reimbursement Obligation" shall mean the obligation of the Borrower
to reimburse the Issuing Lender pursuant to subsection 3.5 for amounts drawn
under Letters of Credit.

"Reorganization" shall mean with respect to any Multiemployer Plan,
the condition that such plan is in reorganization within the meaning of Section
4241 of ERISA.

"Reportable Event" shall mean any of the events set forth in Section
4043(c) of ERISA, other than those events as to which the thirty day notice
period is waived under the regulations issued pursuant to Section 4043(c) of
ERISA.

"Required Lenders" shall mean Lenders which collectively are the
holders of not less than 51% of the sum of (i) the aggregate unpaid principal
amount of the Term Loans and (ii) the aggregate amount of the Revolving Credit
Commitments or, if the Revolving Credit

<PAGE>
19

Commitments have been terminated, the Total Revolving Extensions of Credit and
the outstanding Overdraft Advances.

"Requirement of Law" shall mean as to any Person, the Certificate of
Incorporation and By-Laws or other organizational or governing documents of such
Person, and any law, treaty, rule or regulation (including Environmental Laws)
or determination of an arbitrator or a court or other Governmental Authority, in
each case applicable to or binding upon such Person or any of its property or to
which such Person or any of its property is subject.

"Responsible Officer" shall mean the chief executive officer, the
president, any vice president or senior vice president, the treasurer or any
assistant treasurer, the secretary or assistant secretary and the chief
financial officer of the General Partner.

"Revolving Credit Commitment" shall mean as to any Revolving Credit
Lender, the obligation of such Revolving Credit Lender, if any, to make
Revolving Credit Loans and to participate in Letters of Credit, in an aggregate
principal and/or face amount of Revolving Credit Loans and/or Letters or Credit
not to exceed the amount set forth under the heading "Revolving Credit
Commitment" opposite such Lender's name on Schedule 1.1, as the same may be
changed from time to time pursuant to the terms hereof. The original aggregate
amount of the Revolving Credit Commitments is $200,000,000.

"Revolving Credit Commitment Period" shall mean the period from and
including the Effective Date to the Revolving Credit Termination Date.

"Revolving Credit Facility" shall have the meaning provided in the
definition of "Facility".

"Revolving Credit Lender" shall mean each Lender which (i) has a
Revolving Credit Commitment or which has made Revolving Credit Loans or (ii) has
participations in outstanding Letters of Credit.

"Revolving Credit Loans" shall have the meaning provided in subsection
2.4.

"Revolving Credit Note" shall have the meaning provided in subsection
2.6(e).

"Revolving Credit Percentage" shall mean as to any Revolving Credit
Lender at any time, the percentage which the amount of such Lender's Revolving
Credit Commitment then constitutes of the amount of the aggregate Revolving
Credit Commitments (or, at any time after the Revolving Credit Commitments shall
have expired or terminated, the percentage which the sum of the aggregate
principal amount of such Lender's Revolving Credit Loans and L/C Obligations
then outstanding plus, in the case of the Overdraft Lender, the aggregate
principal amount of the Overdraft Advances then outstanding, constitutes of the
aggregate principal amount of the Revolving Credit Loans, L/C Obligations and
Overdraft Advances then outstanding).

<PAGE>

"Revolving Credit Termination Date" shall mean the earliest of (a) the
Scheduled Revolving Credit Termination Date or, if such date is not a Business
Day, the Business Day next preceding such date and (b) the date upon which the
Revolving Credit Commitments shall be earlier terminated pursuant hereto.

"Revolving Extensions of Credit" shall mean as to any Revolving Credit
Lender at any time, an amount equal to the sum of (a) the aggregate principal
amount of all Revolving Credit Loans made by such Lender then outstanding and
(b) such Lender's Revolving Credit Percentage of the L/C Obligations then
outstanding.

"Scheduled Revolving Credit Termination Date" shall mean December 31,
2004.

"Security Agreement Collateral" shall mean all "Collateral" as defined
in each of the Security Agreements.

"Security Agreements" shall mean the Credit Party Security Agreement
and each Team Security Agreement.

"Security Documents" shall mean each Pledge Agreement, each Security
Agreement and, once recorded, the MSG Mortgage.

"Signage Sale" shall mean the sale of signage (i.e. the sale to a
third-party of the right to designate the name) with respect to the building
constituting Madison Square Garden or any theater located therein.

"Single Employer Plan" shall mean any Plan which is covered by Title
IV of ERISA, but which is not a Multiemployer Plan.

"Solvent" shall mean, with respect to any Person on any date, that on
such date (i) the fair value of the property (tangible or intangible) of such
Person is greater than the total amount of liabilities, including contingent
liabilities, of such person, (ii) the amount that will be required to pay the
probable liabilities of such Person on its debts as they become absolute and
matured will not be greater than the fair salable value of the assets of such
Person at such time, (iii) such Person is able to realize upon its assets and
pay its debts and other liabilities, contingent obligations and other
commitments as they mature in the normal course of business, and (iv) such
Person is not engaged in a business or a transaction, and is not about to engage
in a business or a transaction, for which such Person's property would
constitute unreasonably small capital after giving due consideration to
prevailing practices in the industry in which such Person is engaged. In
computing the amount of any contingent liability at any time, it is intended
that such liability will be computed at the amount which, in light of all the
facts and circumstances existing at such time, represents the amount that might
reasonably be expected to become an actual or matured liability.

<PAGE>

"SportsChannel Contribution Agreement" shall mean the SportsChannel
Contribution Agreement, dated as of April 15, 1997, among Rainbow, GHC, Rainbow
Garden, SportsChannel New York Holding Partnership, SportsChannel Associates
Holding Corporation, MSG Eden, ITT MSG, ITT Eden and the Borrower, as the same
may be amended, supplemented or otherwise modified from time to time in
accordance with the terms hereof and thereof.

"Subsidiary" of any Person shall mean and include (i) any corporation
more than 50% of whose stock of any class or classes having by the terms thereof
ordinary voting power to elect a majority of the directors of such corporation
(irrespective of whether or not at the time stock of any class or classes of
such corporation shall have or might have voting power by reason of the
happening of any contingency) is at the time owned by such Person directly or
indirectly through Subsidiaries and (ii) any partnership, association, joint
venture or other entity in which such Person directly or indirectly through
Subsidiaries has more than a 50% equity interest at the time. Unless otherwise
expressly provided, all references herein to "Subsidiary" shall mean a
Subsidiary of the Borrower.

"Subsidiary Guaranty" shall have the meaning provided in subsection
5.1(g).

"Team" shall have the meaning provided in subsection 7.5(l).

"Team Financing Consent Letter" shall have the meaning provided in
subsection 5.1(h)(v).

"Team Pledge Agreement" shall have the meaning provided in subsection
5.1(h)(ii)

"Team Security Agreement" shall have the meaning provided in
subsection 5.1(h)(iii).

"Telerate Page" means the display designated as Page 3750 on the Dow
Jones Telerate Service (or such other page as may replace such page on such
service for the purpose of displaying the rates at which Dollar deposits are
offered by leading banks in the London interbank deposit market).

"Term Loan" shall have the meaning provided in subsection 2.1.

"Term Loan Commitment" shall mean as to any Term Loan Lender, the
obligation of such Term Loan Lender, if any, to make a Term Loan to the Borrower
hereunder in a principal amount not to exceed the amount set forth under the
heading "Term Loan Commitment" opposite such Lender's name on Schedule 1.1. The
original aggregate amount of the Term Loan Commitments is $650,000,000.

"Term Loan Facility" shall have the meaning provided in the definition
of "Facility".

<PAGE>

"Term Loan Lender" shall mean each Lender which has a Term Loan
Commitment or, on or after the Effective Date, which has made a Term Loan.

"Term Loan Percentage" shall mean as to any Term Loan Lender at any
time, the percentage which the amount of such Lender's Term Loan Commitment then
constitutes of the aggregate Term Loan Commitments (or, at any time after the
Effective Date, the percentage which the principal amount of such Lender's Term
Loan then outstanding constitutes of the aggregate principal amount of the Term
Loans then outstanding).

"Term Note" shall have the meaning provided in subsection 2.6(e).

"Test Period" shall mean for any determination the four consecutive
fiscal quarters of the Borrower then last ended (taken as one accounting
period).

"Total Revolving Extensions of Credit" shall mean at any time, the
aggregate amount of the Revolving Extensions of Credit of the Revolving Credit
Lenders at such time.

"Transaction" shall mean, collectively, (i) the redemption by the
Borrower from time to time of some or all of its partnership interests held by
ITT MSG and the redemption by MSG Eden of its Capital Stock held by ITT Eden
with proceeds obtained from the Borrower pursuant to the Partnership Interest
Transfer Agreement, (ii) the refinancing of all Indebtedness of the Borrower
under the Existing Agreement in an aggregate principal amount equal to
approximately $280,000,000, (iii) the Contribution and (iv) the incurrence of
the Loans hereunder on the Initial Borrowing Date.

"Transferee" shall have the meaning provided in subsection 10.6(f).

"Type" shall mean any type of Loan determined with respect to the
interest option applicable thereto, i.e., an ABR Loan or Eurodollar Loan.

"UCC" shall mean the Uniform Commercial Code.

"Unfunded Current Liability" of any Single Employer Plan shall mean
the amount, if any, by which the actuarial present value of the accumulated plan
benefits under the Single Employer Plan as of the close of its most recent plan
year exceeds the then current fair market value of the assets allocable thereto
based upon the actuarial assumptions used by the Plan's actuary in the most
recent annual valuation of the Single Employer Plan.

"Uniform Customs" shall mean the Uniform Customs and Practice for
Documentary Credits (1993 Revision), International Chamber of Commerce
Publication No. 500, as the same may be revised from time to time.

<PAGE>

"Wholly Owned Domestic Subsidiary" shall mean, as to any Person, any
Wholly Owned Subsidiary of such Person which is incorporated, organized or
formed under the laws of the United States or any State thereof.

"Wholly Owned Subsidiary" of any Person shall mean any Subsidiary of
such Person to the extent all of the capital stock or other ownership interests
in such Subsidiary, other than directors' qualifying shares, is owned directly
or indirectly by such Person.

"Written" or "in writing" shall mean any form of written communication
or a communication by means of telex, facsimile transmission, telegraph or
cable.

"Yankee Contract" shall mean collectively (i) the Ancillary Agreement,
dated as of November 22, 1988, between New York Yankees Limited Partnership and
MSG Network, (ii) the Game Fee Agreement, dated as of November 22, 1988, between
New York Yankees Limited Partnership and MSG Network, (iii) the Rights
Agreement, dated as of November 22, 1988, between New York Yankees Limited
Partnership and MSG Network and (iv) the Modification, dated as of January 25,
1991, by and between New York Yankees Limited Partnership and MSG Network.

1.2 Other Definitional Provisions. (a) Unless otherwise specified
therein, all terms defined in this Agreement shall have the defined meanings
when used in the other Credit Documents or any certificate or other document
made or delivered pursuant hereto or thereto.

(b) As used herein and in the other Credit Documents, and any
certificate or other document made or delivered pursuant hereto or thereto,
accounting terms relating to the Borrower and its Subsidiaries not defined in
subsection 1.1 and accounting terms partly defined in subsection 1.1, to the
extent not defined, shall have the respective meanings given to them under GAAP.

(c) The words "hereof", "herein" and "hereunder" and words of similar
import when used in this Agreement shall refer to this Agreement as a whole and
not to any particular provision of this Agreement, and Subsection, Section,
Schedule, Annex and Exhibit references are to this Agreement unless otherwise
specified.

(d) The meanings given to terms defined herein shall be equally
applicable to both the singular and plural forms of such terms.

(e) Unless otherwise provided, references herein to the word
"include", "includes" or "including" shall be deemed to include, without
limitation, the item or items mentioned following such word.

SECTION 2. AMOUNT AND TERMS OF COMMITMENTS.

<PAGE>

2.1 Term Loan Commitments. Subject to the terms and conditions
hereof, each Term Loan Lender severally agrees to make a term loan (a "Term
Loan") to the Borrower on the Effective Date in an amount not to exceed the
amount of the Term Loan Commitment of such Lender then in effect. The Term
Loans may from time to time be Eurodollar Loans or ABR Loans, as determined by
the Borrower and notified to the Administrative Agent in accordance with
subsections 2.2 and 2.11.

2.2 Procedure for Term Loan Borrowing. The Borrower shall give the
Administrative Agent irrevocable notice (which notice must be received by the
Administrative Agent prior to 10:00 A.M., New York City time, one Business Day
prior to the anticipated Effective Date) requesting that the Term Loan Lenders
make the Term Loans on the Effective Date and specifying the amount to be
borrowed. The Term Loans made on the Effective Date shall initially be ABR
Loans. Upon receipt of such notice the Administrative Agent shall promptly
notify each Term Loan Lender thereof. Not later than 12:00 Noon, New York City
time, on the Effective Date each Term Loan Lender shall make available to the
Administrative Agent at its office specified in subsection 10.2 an amount in
immediately available funds equal to the Term Loan or Term Loans to be made by
such Lender. The Administrative Agent shall credit the account of the Borrower
on the books of such office of the Administrative Agent (or such other account
as the Borrower may specify in the related borrowing notice) with the aggregate
of the amounts made available to the Administrative Agent by the Term Loan
Lenders in immediately available funds.

2.3 Repayment of Term Loans. The Term Loans shall be repayable in 26
consecutive quarterly installments, payable on the last day of each March, June,
September and December commencing September 30, 1998 in the principal amount for
each installment equal to (x) the amount set forth opposite the year in which
such installment is due divided by (y) the number of installments due in such
year:

Year Amount
---- ------

1998 $ 40,000,000
1999 50,000,000
2000 90,000,000
2001 100,000,000
2002 120,000,000
2003 120,000,000
2004 130,000,000

2.4 Revolving Credit Commitments. (a) Subject to the terms and
conditions hereof, each Revolving Credit Lender severally agrees to make
revolving credit loans ("Revolving Credit Loans") to the Borrower from time to
time during the Revolving Credit Commitment Period in an aggregate principal
amount at any one time outstanding which, when added to such Lender's Revolving
Credit Percentage of the L/C Obligations then outstanding, does not exceed the
amount of such Lender's Revolving Credit Commitment; provided that the

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25
Lenders shall not have any obligation to make any Revolving Credit Loans if,
after giving effect to the making of such Revolving Credit Loans, the aggregate
principal amount of L/C Obligations, Revolving Credit Loans and Overdraft
Advances then outstanding would exceed the Revolving Credit Commitments at such
time. During the Revolving Credit Commitment Period the Borrower may use the
Revolving Credit Commitments by borrowing, prepaying the Revolving Credit Loans
in whole or in part, and reborrowing, all in accordance with the terms and
conditions hereof. The Revolving Credit Loans may from time to time be
Eurodollar Loans or ABR Loans, as determined by the Borrower and notified to the
Administrative Agent in accordance with subsections 2.5 and 2.11, provided that
no Revolving Credit Loan shall be made as a Eurodollar Loan after the day that
is one month prior to the Scheduled Revolving Credit Termination Date.

(b) The Borrower shall repay all outstanding Revolving Credit Loans on
the Revolving Credit Termination Date.

2.5 Procedure for Revolving Credit Borrowing. The Borrower may borrow
under the Revolving Credit Commitments during the Revolving Credit Commitment
Period on any Business Day, provided that the Borrower shall give the
Administrative Agent irrevocable notice (which notice must be received by the
Administrative Agent (a) prior to 12:00 Noon, New York City time, three Business
Days prior to the requested Borrowing Date, in the case of Eurodollar Loans, or
(b) prior to 11:00 A.M., New York City time, on the requested Borrowing Date, in
the case of ABR Loans), specifying (i) the amount and Type of Revolving Credit
Loans to be borrowed, (ii) the requested Borrowing Date and (iii) in the case of
Eurodollar Loans, the respective amounts of each such Type of Loan and the
respective lengths of the initial Interest Period therefor. Each borrowing
under the Revolving Credit Commitments shall be in an amount equal to (x) in the
case of ABR Loans, $2,000,000 or a whole multiple of $1,000,000 in excess
thereof (or, if the then aggregate Available Revolving Credit Commitments are
less than $2,000,000, such lesser amount) and (y) in the case of Eurodollar
Loans, $5,000,000 or a whole multiple of $1,000,000 in excess thereof. Upon
receipt of any such notice from the Borrower, the Administrative Agent shall
promptly notify each Revolving Credit Lender thereof. Each Revolving Credit
Lender will make the amount of its Revolving Credit Percentage share of each
borrowing available to the Administrative Agent for the account of the Borrower
at the office of the Administrative Agent specified in subsection 10.2 prior to
12:00 Noon, New York City time in the case of Eurodollar Loans, and prior to
3:00 P.M. New York City time in the case of ABR Loans, in each case on the
Borrowing Date requested by the Borrower in funds immediately available to the
Administrative Agent. Such borrowing will then be made available to the
Borrower by the Administrative Agent crediting the account of the Borrower on
the books of such office (or such other account as the Borrower may specify in
the related borrowing notice) with the aggregate of the amounts made available
to the Administrative Agent by the Revolving Credit Lenders and in like funds as
received by the Administrative Agent.

2.6 Repayment of Loans; Evidence of Debt. (a) The Borrower hereby
unconditionally promises to pay to the Administrative Agent for the account of
(i) each Revolving Credit Lender, the then unpaid principal amount of each
Revolving Credit Loan of

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26
such Revolving Credit Lender on the Revolving Credit Termination Date, (ii) the
Overdraft Lender, the then unpaid principal amount of the Overdraft Advances of
the Overdraft Lender on the Revolving Credit Termination Date and (iii) each
Term Loan Lender, the principal amount of the Term Loan of such Lender in
accordance with the amortization schedule set forth in subsection 2.3 (or the
then unpaid principal amount of such Term Loans, on the date that any or all of
the Term Loans become due and payable pursuant to Section 8). The Borrower
hereby further agrees to pay interest on the unpaid principal amount of the
Loans from time to time outstanding from the date hereof until payment in full
thereof at the rates per annum, and on the dates, set forth in subsection 2.13.

(b) Each Lender shall maintain in accordance with its usual practice
an account or accounts evidencing indebtedness of the Borrower to such Lender
resulting from each Loan of such Lender from time to time, including the amounts
of principal and interest payable and paid to such Lender from time to time
under this Agreement.

(c) The Administrative Agent shall maintain the Register pursuant to
subsection 10.6(d), and a subaccount therein for each Lender (including the
Overdraft Lender), in which shall be recorded (i) the amount of each Overdraft
Advance, Revolving Credit Loan and Term Loan made hereunder, the Type thereof
and each Interest Period applicable thereto, (ii) the amount of any principal or
interest due and payable or to become due and payable from the Borrower to each
Lender (including the Overdraft Lender) hereunder and (iii) both the amount of
any sum received by the Administrative Agent hereunder from the Borrower and
each Lender's share thereof.

(d) The entries made in the Register and the accounts of each Lender
maintained pursuant to subsection 2.6(b) shall, to the extent permitted by
applicable law, be prima facie evidence of the existence and amounts of the
obligations of the Borrower therein recorded; provided, however, that the
failure of any Lender (including the Overdraft Lender) or the Administrative
Agent to maintain the Register or any such account, or any error therein, shall
not in any manner affect the obligation of the Borrower to repay (with
applicable interest) the Loans made to the Borrower by such Lender or Overdraft
Lender in accordance with the terms of this Agreement.

(e) The Borrower agrees that, upon the request to the Administrative
Agent by any Lender, the Borrower will execute and deliver to such Lender (i) a
promissory note of the Borrower evidencing the Revolving Credit Loans of such
Lender, substantially in the form of Exhibit A-1 with appropriate insertions as
to date and principal amount (a "Revolving Credit Note") and/or (ii) a
promissory note of the Borrower evidencing the Overdraft Advances of the
Overdraft Lender, substantially in the form of Exhibit A-2 with appropriate
insertions as to date and principal amount (an "Overdraft Note") and/or (iii) a
promissory note of the Borrower evidencing the Term Loan of such Lender,
substantially in the form of Exhibit B with appropriate insertions as to date
and principal amount (a "Term Note").

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27
2.7 Commitment Fees, etc. (a) The Borrower agrees to pay to the
Administrative Agent (i) for the account of each Revolving Credit Lender, a
commitment fee for the period from and including the date hereof to the last day
of the Revolving Credit Commitment Period, computed at the rate of 0.375% per
annum on the average daily amount of the Available Revolving Credit Commitment
of such Lender during the period for which payment is made, payable quarterly in
arrears on the last day of each March, June, September and December and on the
Revolving Credit Termination Date or such earlier date as the Revolving Credit
Commitments shall terminate as provided herein, commencing on the first of such
dates to occur after the date hereof and (ii) for the account of each Term Loan
Lender, a commitment fee for the period from and including the date hereof to
the Effective Date, computed at the rate of 0.375% per annum on the Term Loan
Commitment of such Lender during the period for which payment is made, payable
on the Effective Date.

(b) The Borrower agrees to pay or cause to be paid to the
Administrative Agent the fees in the amounts and on the dates as previously
agreed between Affiliates of the Borrower and the Administrative Agent.

2.8 Termination or Reduction of Revolving Credit Commitments or
Overdraft Commitment. The Borrower shall have the right, upon not less than
five Business Days' notice to the Administrative Agent, to terminate the
Revolving Credit Commitments or the Overdraft Commitment or, from time to time,
to reduce the amount of the Revolving Credit Commitments or the Overdraft
Maximum Amount; provided that no such termination or reduction of Revolving
Credit Commitments shall be permitted if, after giving effect thereto and to any
prepayments of the Revolving Credit Loans and Overdraft Advances made on the
effective date thereof, the Total Revolving Extensions of Credit would exceed
the aggregate Revolving Credit Commitments then in effect and no such
termination of the Overdraft Commitment or reduction of the Overdraft Maximum
Amount shall be permitted if, after giving effect thereto and to any prepayments
of the Overdraft Advances made on the effective date thereof, the outstanding
Overdraft Advances would exceed the Overdraft Commitment then in effect. Any
such reduction shall be in an amount equal to $5,000,000 or a whole multiple of
$1,000,000 in excess thereof, shall reduce permanently the Revolving Credit
Commitments or the Overdraft Commitment, as the case may be, then in effect,
and, in the case of a reduction of the Revolving Credit Commitments, shall
reduce the Lenders' Revolving Credit Commitments pro rata in accordance with
their respective Revolving Credit Percentages. Upon receipt of any notice
pursuant to this subsection 2.8, the Administrative Agent shall promptly notify
each Revolving Credit Lender or, in the case of a reduction in the Overdraft
Commitment, the Overdraft Lender, of the contents thereof.

2.9 Optional Prepayments. The Borrower may at any time and from time
to time prepay the Loans (other than the Overdraft Advances), in whole or in
part, without premium or penalty, upon irrevocable notice delivered to the
Administrative Agent at least three Business Days prior thereto in the case of
Eurodollar Loans and by 12:00 Noon, New York City time, on the date of payment
in the case of ABR Loans, which notice shall specify the date and amount of
prepayment and whether the prepayment is of Eurodollar Loans, ABR Loans or a
combination

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28
thereof, and, if of a combination thereof, the amount allocable to each
(specifying, if necessary to avoid ambiguity, the last day of the related
Interest Periods for any Eurodollar Loans being prepaid); provided, that if a
Eurodollar Loan is prepaid on any day other than the last day of the Interest
Period applicable thereto, the Borrower shall also pay any amounts owing
pursuant to subsection 2.19. Upon receipt of any such notice the Administrative
Agent shall promptly notify each relevant Lender thereof. If any such notice is
given by the Borrower, the amount specified in such notice shall be due and
payable on the date specified therein. Partial prepayments shall be in an
aggregate principal amount of $2,000,000 or a whole multiple of $1,000,000 in
excess thereof. Optional prepayments on account of the Term Loans shall be
applied first to the immediately following four installments thereof and
thereafter ratably to the remaining installments thereof based upon their
respective principal amounts and may not be reborrowed. In addition, the
Borrower may from time to time prepay the Overdraft Advances, in whole or in
part, without premium or penalty, upon irrevocable notice delivered to the
Overdraft Lender at least one Business Day prior thereto, which notice shall
specify the date and amount of prepayment. If any such notice is given, the
amount specified in such notice shall be due and payable on the date specified
therein. Partial prepayments of Overdraft Advances may be in any amount.

2.10 Mandatory Prepayments and Commitment Reductions. (a) If, after
the Effective Date, any Capital Stock or Indebtedness shall be issued or
Incurred by the Borrower or any of its Subsidiaries (excluding (i) any issuance
of Capital Stock by the Borrower to Cablevision or Rainbow or any of their
Subsidiaries, (ii) any Indebtedness permitted under subsection 7.2 and (iii) any
adjustment of the "Profit Percentage" (as defined in the Limited Partnership
Agreement) of ITT MSG (or any Person substituted for ITT MSG as a limited
partner of the Borrower) in connection with the contribution of the Aircraft to
the Borrower or any of its Subsidiaries as contemplated by the Aircraft
Contribution Agreement and the Limited Partnership Agreement), an amount equal
to 100% of the Net Cash Proceeds thereof shall be applied on the date of such
issuance or Incurrence toward the prepayment of the Term Loans and to the
reduction in the amount of the Revolving Credit Commitments and Overdraft
Commitment as set forth in subsection 2.10(d).

(b) If on any date the Borrower or any of its Subsidiaries shall
receive Net Cash Proceeds from any Asset Sale or Recovery Event (unless the
proceeds of such Recovery Event have begun to be applied within 180 days of such
date to reconstruct or purchase property substantially similar to that which was
the subject of such Recovery Event) then such Net Cash Proceeds shall be
applied, within five Business Days after such date (or, in the case of a
Recovery Event, the proceeds of which are not applied within the time period
and/or in the manner described above, upon the lapse of such time period or upon
the failure to so apply such proceeds), toward the prepayment of the Term Loans
and the reduction in the amount of the Revolving Credit Commitments and
Overdraft Commitment as set forth in subsection 2.10(d); provided that (x) (i)
so long as the Consolidated Leverage Ratio is greater than 6.0 to 1.0, 50% of
the Net Cash Proceeds from Signage Sales from and after the Effective Date shall
be excluded from the requirement to so prepay the Term Loans and reduce the
amount of the Revolving Credit Commitments and Overdraft Commitment and (ii) so
long as the Consolidated Leverage

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29
Ratio is equal to or less than 6.0 to 1.0, 100% of the Net Cash Proceeds from
Signage Sales shall be excluded from the requirement to so prepay the Term Loans
and reduce the amount of the Revolving Credit Commitments and Overdraft
Commitment and (y) up to an aggregate $10,000,000 of Net Cash Proceeds from
Asset Sales (including Signage Sales in excess of the amounts and during the
times provided in clause (x)(i)) from and after the Effective Date shall not be
required to be used to so prepay the Term Loans and reduce the amount of the
Revolving Credit Commitments and Overdraft Commitment and (z) the amounts
realized in connection with the disposition of property referred to in
subsection 7.5(q) shall not be required to be used to so prepay the Term Loans
and reduce the Revolving Credit Commitments and Overdraft Commitments.

(c) At the end of any fiscal year of the Borrower commencing with the
fiscal year ending December 31, 1997, if the Consolidated Leverage Ratio at the
end of such fiscal year exceeds 5.0 to 1.0, the Borrower shall, on the relevant
Excess Cash Flow Application Date, apply 50% of Excess Cash Flow during such
year toward the prepayment of the Term Loans and the reduction in the amount of
the Revolving Credit Commitments and Overdraft Commitment as set forth in
subsection 2.10(d). Each such prepayment shall be made on a date (an "Excess
Cash Flow Application Date") no later than five days after the earlier of (i)
the date on which the financial statements of the Borrower referred to in
subsection 6.1(a), for the fiscal year with respect to which such prepayment is
made, are required to be delivered to the Lenders and (ii) the date such
financial statements are actually delivered.

(d) All amounts to be applied in accordance with subsections 2.10(a),
(b) and (c) shall be applied, first, to the prepayment in full of the Term
Loans, and second, to the permanent and ratable reduction in the amount of each
Revolving Credit Lender's Revolving Credit Commitments (and, if the aggregate
Revolving Credit Commitments are so reduced to an amount which is less than the
Overdraft Commitment then in effect, the Overdraft Commitment shall be reduced
to such lesser amount) in accordance with the ratio that the amount of such
Revolving Credit Commitment at the time bears to the sum of the amount of the
aggregate Revolving Credit Commitments at the time. Amounts so prepaid on
account of the Term Loans shall be applied ratably to the then remaining number
of installments thereof according to the respective Term Loan Percentages of the
Term Loan Lenders and the principal amounts of their respective installments and
may not be reborrowed. Any such reduction of the Revolving Credit Commitments
(and, if applicable, the Overdraft Commitments) shall be accompanied by
prepayment of the Revolving Credit Loans and/or Overdraft Advances to the
extent, if any, that the Total Revolving Extensions of Credit and the Overdraft
Advances at such time exceed the amount of the aggregate Revolving Credit
Commitments as so reduced (or, if applicable, prepayment of the Overdraft
Advances to the extent the Overdraft Advances at such time exceed the Overdraft
Commitment as so reduced), with any such prepayment of Revolving Credit Loans
being accompanied by a notice specifying whether the prepayment is of Eurodollar
Loans, ABR Loans or a combination thereof and, if of a combination thereof, the
amount allocable to each and, if necessary to avoid ambiguity, the last day of
the related Interest Periods for any Eurodollar Loans being prepaid; provided
that if the aggregate principal amount of Revolving Credit Loans and Overdraft
Advances then outstanding is less than the amount of such excess

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30
(because L/C Obligations constitute a portion thereof), the Borrower shall, to
the extent of the balance of such excess, cause one or more of the respective
beneficiaries of the outstanding Letters of Credit to reduce or replace such
outstanding Letters of Credit and/or deposit an amount in cash in a cash
collateral account established with the Administrative Agent for the benefit of
the Lenders on terms and conditions satisfactory to the Administrative Agent.

2.11 Conversion and Continuation Options.(a) The Borrower may elect
from time to time to convert Eurodollar Loans to ABR Loans by giving the
Administrative Agent at least two Business Days' prior irrevocable notice of
such election, provided that any such conversion of Eurodollar Loans may only be
made on the last day of an Interest Period with respect thereto. The Borrower
may elect from time to time to convert ABR Loans (other than Overdraft Advances)
to Eurodollar Loans by giving the Administrative Agent at least three Business
Days' prior irrevocable notice of such election (which notice shall specify, in
accordance with the applicable provisions of the term "Interest Period" set
forth in subsection 1.1, of the length of the initial Interest Period therefor,
the required date of such conversion and the amount of ABR Loans to be
converted), provided that no ABR Loan under a particular Facility may be
converted into a Eurodollar Loan (i) when any Event of Default has occurred and
is continuing and the Administrative Agent or the Majority Facility Lenders in
respect of such Facility have determined that such a conversion is not
appropriate or (ii) after the date that is one month prior to the final
scheduled termination or maturity date of such Facility. Upon receipt of any
such notice the Administrative Agent shall promptly notify each relevant Lender
thereof.

(b) Any Eurodollar Loan may be continued as such upon the expiration
of the then current Interest Period with respect thereto by the Borrower giving
irrevocable notice to the Administrative Agent of the amount of the Eurodollar
Loan to be continued, in accordance with the applicable provisions of the term
"Interest Period" set forth in subsection 1.1, of the length of the next
Interest Period to be applicable to such Loan, provided that no Eurodollar Loan
under a particular Facility may be continued as such (i) when any Event of
Default has occurred and is continuing and the Administrative Agent has or the
Majority Facility Lenders in respect of such Facility have determined that such
a continuation is not appropriate or (ii) after the date that is one month prior
to the final scheduled termination or maturity date of such Facility, and
provided, further, that if the Borrower shall fail to give any required notice
as described above in this paragraph in respect of any portion or all of such
Eurodollar Loan or if such continuation is not permitted pursuant to the
preceding proviso such Eurodollar Loans shall be automatically converted to ABR
Loans on the last day of such then expiring Interest Period. Upon receipt of
any such notice the Administrative Agent shall promptly notify each relevant
Lender thereof.

2.12 Minimum Amounts and Maximum Number of Eurodollar Tranches.
Notwithstanding anything to the contrary in this Agreement, all borrowings,
conversions, continuations and optional prepayments of Eurodollar Loans
hereunder and all selections of Interest Periods hereunder shall be in such
amounts and be made pursuant to such elections so that, after giving effect
thereto, (a) the aggregate principal amount of the Eurodollar Loans comprising
each Eurodollar Tranche shall be equal to $5,000,000 or a whole multiple of
$1,000,000 in excess thereof (or, if the aggregate principal amount of all
Eurodollar Loans is less

<PAGE>

than $5,000,000, such lesser amount), (b) no more than six Eurodollar Tranches
under a particular Facility shall be outstanding at any one time and (c) no more
than ten Eurodollar Tranches in the aggregate shall be outstanding at any one
time.

2.13 Interest Rates and Payment Dates. (a) Each Eurodollar Loan shall
bear interest for each day during each Interest Period with respect thereto at a
rate per annum equal to the Eurodollar Rate determined for such day plus the
Applicable Margin.

(b)Each ABR Loan (including each Overdraft Advance) shall bear
interest at a rate per annum equal to the ABR plus the Applicable Margin.

(c) (i) If all or a portion of the principal amount of any Loan or
Reimbursement Obligation shall not be paid when due (whether at the stated
maturity, by acceleration or otherwise), all outstanding Loans and Reimbursement
Obligations (whether or not overdue) shall bear interest at a rate per annum
which is equal to in the case of the Loans, the rate that would otherwise be
applicable thereto pursuant to the foregoing provisions of this subsection 2.13
plus 2% and (ii) if all or a portion of any interest payable on any Loan or
Reimbursement Obligation or any commitment fee or other amount payable hereunder
shall not be paid when due (whether at the stated maturity, by acceleration or
otherwise), such overdue amount shall bear interest at a rate per annum equal to
the rate applicable to ABR Loans plus 2%, in each case, with respect to clauses
(i) and (ii) above, from the date of such non-payment until such amount is paid
in full (as well after as before judgment).

(d) Interest shall be payable in the case of Eurodollar Loans and ABR
Loans in arrears on each related Interest Payment Date; provided that interest
accruing pursuant to paragraph (c) of this subsection 2.13 shall be payable from
time to time on demand.

2.14 Computation of Interest and Fees. (a) Interest, fees and other
amounts payable pursuant hereto shall be calculated on the basis of a 360-day
year for the actual days elapsed, except that, with respect to ABR Loans the
rate of interest on which is calculated on the basis of the Prime Rate, the
interest thereon shall be calculated on the basis of a 365- (or 366-, as the
case may be) day year for the actual days elapsed. The Administrative Agent
shall as soon as practicable notify the Borrower and the relevant Lenders of
each determination of a Eurodollar Rate. Any change in the interest rate on a
Loan resulting from a change in the ABR or the Eurocurrency Reserve Requirements
shall become effective as of the opening of business on the day on which such
change becomes effective. The Administrative Agent shall as soon as practicable
notify the Borrower and the relevant Lenders of the effective date and the
amount of each such change in interest rate.

(b) Each determination of an interest rate by the Administrative Agent
pursuant to any provision of this Agreement shall be conclusive and binding on
the Borrower and the Lenders (including the Overdraft Lender) in the absence of
manifest error. The Administrative Agent shall, at the request of the Borrower,
deliver to the Borrower a statement showing the

<PAGE>

quotations used by the Administrative Agent in determining any interest rate
pursuant to subsections 2.13(a) or (c).

2.15 Inability to Determine Interest Rate. If prior to the first
day of any Interest Period:

(a) the Administrative Agent shall have determined (which
determination, absent manifest error, shall be conclusive and binding upon
the Borrower) that, by reason of circumstances affecting the relevant
market, adequate and reasonable means do not exist for ascertaining the
Eurodollar Rate for such Interest Period, or

(b) the Administrative Agent shall have received notice from the
Majority Facility Lenders in respect of the relevant Facility that the
Eurodollar Rate determined or to be determined for such Interest Period
will not adequately and fairly reflect the cost to such Lenders (as
conclusively certified by such Lenders) of making or maintaining their
affected Loans during such Interest Period (which notice shall be withdrawn
when such circumstances no longer prevail),

the Administrative Agent shall give telecopy or telephonic notice thereof to
the Borrower and the relevant Lenders as soon as practicable thereafter. If
such notice is given (x) any Eurodollar Loans under the relevant Facility
requested to be made on the first day of such Interest Period shall be made
as ABR Loans, (y) any Loans under the relevant Facility that were to have
been converted on the first day of such Interest Period to Eurodollar Loans
shall be continued as ABR Loans and (z) any outstanding Eurodollar Loans
under the relevant Facility shall be converted to ABR Loans on the last day
of the Interest Period applicable thereto. Until such notice has been
withdrawn by the Administrative Agent (which the Administrative Agent shall
do when the circumstances giving rise to such notice shall no longer
prevail), no further Eurodollar Loans under the relevant Facility shall be
made or continued as such, nor shall the Borrower have the right to convert
Loans under the relevant Facility to Eurodollar Loans.

2.16 Pro Rata Treatment and Payments. (a) Each borrowing by the
Borrower from the Lenders hereunder (other than Overdraft Advances), each
payment by the Borrower on account of any commitment fee pursuant to
subsection 2.7 and, subject to subsection 2.10(d), any reduction of the
Commitments of the Lenders shall be made, with regard to the applicable
Facility, pro rata according to the respective Term Loan Percentages or
Revolving Credit Percentages, as the case may be, of the relevant Lenders.

(b) Each payment (including each prepayment) by the Borrower on
account of principal of and interest on the Term Loans shall be made pro rata
according to the respective outstanding principal amounts of the Term Loans
then held by the Term Loan Lenders.

(c) Each payment (including each prepayment) by the Borrower on
account of principal of and interest on the Revolving Credit Loans shall be
made pro rata according to the

<PAGE>

respective outstanding principal amounts of the Revolving Credit Loans then held
by the Revolving Credit Lenders.

(d) All payments (including prepayments) to be made by the Borrower
hereunder, whether on account of principal, interest, fees or otherwise,
shall be made without setoff or counterclaim and shall be made prior to 12:00
Noon, New York City time, on the due date thereof to the Administrative
Agent, for the account of the Revolving Credit Lenders or the Term Loan
Lenders, as the case may be, or, in the case of Overdraft Advances or any
amounts with respect thereto, for the account of the Overdraft Lender, at the
Administrative Agent's office specified in subsection 10.2, in Dollars and in
immediately available funds. The Administrative Agent shall distribute such
payments to the Revolving Credit Lenders or the Term Loan Lenders, as the
case may be, or, in the case of Overdraft Advances or any amounts with
respect thereto, to the Overdraft Lender, promptly upon receipt in like funds
as received. If any payment hereunder becomes due and payable on a day other
than a Business Day, such payment shall be extended to the next succeeding
Business Day (except, in the case of Eurodollar Loans, as otherwise provided
in clause (i) of the definition of "Interest Period"). In the case of any
extension of any payment of principal pursuant to the preceding sentence,
interest thereon shall be payable at the then applicable rate during such
extension.

(e) Unless the Administrative Agent shall have been notified in
writing by any Lender prior to a Borrowing Date that such Lender will not
make the amount that would constitute its share of such borrowing available
to the Administrative Agent, the Administrative Agent may assume that such
Lender is making such amount available to the Administrative Agent, and the
Administrative Agent may, in reliance upon such assumption, make available to
the Borrower a corresponding amount. If such amount is not made available to
the Administrative Agent by the required time on the Borrowing Date therefor,
such Lender shall pay to the Administrative Agent, on demand, such amount
with interest thereon at a rate equal to the daily average Federal Funds
Effective Rate for the period until such Lender makes such amount immediately
available to the Administrative Agent. A certificate of the Administrative
Agent submitted to any Lender with respect to any amounts owing under this
subsection 2.16(e) shall be conclusive in the absence of manifest error. If
such Lender's share of such borrowing is not made available to the
Administrative Agent by such Lender within three Business Days of such
Borrowing Date, the Administrative Agent shall also be entitled to recover
such amount with interest thereon at the rate per annum applicable to ABR
Loans, on demand, from the Borrower. The failure of any Lender to make any
Loan to be made by it shall not relieve any other Lender of its obligation,
if any, hereunder to make its Loan on such Borrowing Date, but no Lender
shall be responsible for the failure of any other Lender to make the Loan to
be made by such other Lender on such Borrowing Date.

2.17 Requirements of Law. (a) If the adoption of or any change in
any Requirement of Law or in the interpretation or application thereof or
compliance by any Lender with any request or directive (whether or not having
the force of law) from any central bank or other Governmental Authority made
subsequent to the date hereof:

<PAGE>

(i) shall subject any Lender to any tax of any kind whatsoever
with respect to this Agreement, any Letter of Credit, any Application or
any Eurodollar Loan made by it, or change the basis of taxation of
payments to such Lender in respect thereof (except for Non-Excluded Taxes
covered by subsection 2.18 and the establishment of a tax based on the
overall net income of such Lender and changes in the rate of tax on the
overall net income of such Lender);

(ii) shall impose, modify or hold applicable any reserve, special
deposit, compulsory loan or similar requirement against assets held by,
deposits or other liabilities in or for the account of, advances, loans or
other extensions of credit by, or any other acquisition of funds by, any
office of such Lender which is not otherwise included in the determination
of the Eurodollar Rate hereunder; or

(iii) shall impose on such Lender any other condition;

and the result of any of the foregoing is to increase the cost to such
Lender, by an amount which such Lender deems to be material, of making,
converting into, continuing or maintaining Eurodollar Loans or issuing or
participating in Letters of Credit, or to reduce any amount receivable
hereunder in respect thereof, then, in any such case, the Borrower shall
promptly pay such Lender, upon its demand, any additional amounts necessary
to compensate such Lender for such increased cost or reduced amount
receivable, provided, that before making any such demand, each Lender agrees
to use reasonable efforts (consistent with its internal policy and legal and
regulatory restrictions and so long as such efforts would not be
disadvantageous to it, in its reasonable discretion, in any legal, economic
or regulatory manner) to designate a different Eurodollar lending office if
the making of such designation would allow the Lender or its Eurodollar
lending office to continue to perform its obligations to make Eurodollar
Loans or to continue to fund or maintain Eurodollar Loans and avoid the need
for, or materially reduce the amount of, such increased cost. If any Lender
becomes entitled to claim any additional amounts pursuant to this subsection
2.17, it shall promptly (and in any event no later than 90 days after such
Lender becomes entitled to make such claim) notify the Borrower, through the
Administrative Agent, of the event by reason of which it has become so
entitled. If the Borrower notifies the Administrative Agent within five
Business Days after any Lender notifies the Borrower of any increased cost
pursuant to the foregoing provisions of this subsection 2.17(a), the Borrower
may convert all Eurodollar Loans of such Lender then outstanding into ABR
Loans in accordance with subsection 2.11 and shall, additionally, reimburse
such Lender for any cost in accordance with subsection 2.19.

(b) If any Lender (including the Overdraft Lender) shall have
determined that the adoption of or any change in any Requirement of Law
regarding capital adequacy or in the interpretation or application thereof or
compliance by such Lender or any corporation controlling such Lender with any
request or directive regarding capital adequacy (whether or not having the
force of law) from any Governmental Authority made subsequent to the date
hereof shall have the effect of reducing the rate of return on such Lender's
or such corporation's capital as a consequence of its obligations hereunder
or under or in respect of any Letter of Credit to a level

<PAGE>

below that which such Lender or such corporation could have achieved but for
such adoption, change or compliance (taking into consideration such Lender's
or such corporation's policies with respect to capital adequacy) by an amount
deemed by such Lender to be material, then from time to time, after
submission by such Lender to the Borrower (with a copy to the Administrative
Agent), of a written request therefor, the Borrower shall pay to such Lender
such additional amount or amounts as will compensate such Lender or such
corporation for such reduction.

(c) A certificate as to any additional amounts payable pursuant to
this subsection 2.17 submitted by any Lender to the Borrower (with a copy to
the Administrative Agent), showing in reasonable detail the basis for
calculation thereof, shall be conclusive in the absence of manifest error.
The obligations of the Borrower pursuant to this subsection 2.17 shall
survive the termination of this Agreement and the payment of the Loans and
all other amounts payable hereunder.

2.18 Taxes. (a) Except as provided below in this subsection, all
payments made by the Borrower under this Agreement shall be made free and
clear of, and without deduction or withholding for or on account of, any
present or future income, stamp or other taxes, levies, imposts, duties,
charges, fees, deductions or withholdings, now or hereafter imposed, levied,
collected, withheld or assessed by any Governmental Authority, excluding net
income taxes and franchise taxes (imposed in lieu of net income taxes)
imposed on the Administrative Agent or any Lender (including the Overdraft
Lender) as a result of a present or former connection between the
Administrative Agent or such Lender and the jurisdiction of the Governmental
Authority imposing such tax or any political subdivision or taxing authority
thereof or therein (other than any such connection arising solely from the
Administrative Agent or such Lender having executed, delivered or performed
its obligations or received a payment under, or enforced, this Agreement or
any other Credit Document). If any such non-excluded taxes, levies, imposts,
duties, charges, fees, deductions or withholdings ("Non-Excluded Taxes") are
required to be withheld from any amounts payable to the Administrative Agent
or any Lender hereunder, the amounts so payable to the Administrative Agent
or such Lender shall be increased to the extent necessary to yield to the
Administrative Agent or such Lender (after payment of all Non-Excluded Taxes)
interest or any such other amounts payable hereunder at the rates or in the
amounts specified in this Agreement, provided, however, that the Borrower
shall be entitled to deduct and withhold any Non-Excluded Taxes and shall not
be required to increase any such amounts payable to the Administrative Agent
or any Lender that is not organized under the laws of the United States of
America or a state thereof if the Administrative Agent or such Lender fails
to comply with the requirements of subsection 2.18(b). Whenever any
Non-Excluded Taxes are payable by the Borrower, as promptly as possible
thereafter the Borrower shall send to the Administrative Agent for its own
account or for the account of such Lender, as the case may be, a certified
copy of an original official receipt received by the Borrower showing payment
thereof. If the Borrower fails to pay any Non-Excluded Taxes when due to the
appropriate taxing authority or fails to remit to the Administrative Agent
the required receipts or other required documentary evidence, the Borrower
shall indemnify the Administrative Agent and the Lenders for any incremental
taxes, interest or penalties that may become payable by the Administrative
Agent or any Lender as a result of any such failure. The agreements in this
subsection 2.18 shall

<PAGE>

survive the termination of this Agreement and the payment of the Loans and
all other amounts payable hereunder.

(b) Each Lender (or Transferee) that is not a corporation,
partnership or other entity created or organized in or under the laws of the
United States of America (or any state or other jurisdiction thereof) (a
"Non-U.S. Lender") shall deliver to the Borrower and the Administrative Agent
(or, in the case of a Participant, to the Lender from which the related
participation shall have been purchased) two copies of either U.S. Internal
Revenue Service Form 1001 or Form 4224, or, in the case of a Non-U.S. Lender
claiming exemption from U.S. federal withholding tax under Section 871(h) or
881(c) of the Code with respect to payments of "portfolio interest", a Form
W-8, or any subsequent versions thereof or successors thereto (and, if such
Non-U.S. Lender delivers a Form W-8, an annual certificate representing,
under penalty of perjury, that such Non-U.S. Lender is not a "bank" for
purposes of Section 881(c) of the Code, is not a 10-percent shareholder
(within the meaning of Section 871(h)(3)(B) of the Code) of the Borrower and
is not a controlled foreign corporation related to the Borrower (within the
meaning of Section 864(d)(4) of the Code)), properly completed and duly
executed by such Non-U.S. Lender claiming complete exemption from, or a
reduced rate of, U.S. federal withholding tax on all payments by the Borrower
under this Agreement and the other Credit Documents. Such forms shall be
delivered by each Non-U.S. Lender on or before the date it becomes a party to
this Agreement (or, in the case of any Participant, on or before the date
such Participant purchases the related participation). In addition, each
Non-U.S. Lender shall deliver such forms on or before the expiration or
obsolescence and promptly upon the invalidity of any form previously
delivered by such Non-U.S. Lender and after the occurrence of any event
requiring a change in the most recently provided form and, if necessary,
obtain any extensions of time reasonably requested by the Borrower or the
Administrative Agent for filing and completing such forms.

(c) The Borrower shall not be required to indemnify any Non-U.S.
Lender, or to pay any additional amounts to any Non-U.S. Lender, in respect
of U.S. federal withholding tax pursuant to paragraph (a) above to the extent
that (i) the obligation to withhold amounts with respect to U.S. federal
withholding tax existed on the date such Non-U.S. Lender became a party to
this Agreement (or, in the case of an Transferee, on the date such Transferee
became a party to this Agreement), provided, however, that this clause (c)
shall not apply to any Transferee that becomes a Transferee as a result of an
assignment, participation, transfer or designation made at the request of the
Borrower, and provided further however that this clause (c) shall not apply
to the extent the indemnity payment or additional amounts any Transferee
would be entitled to receive (without regard to this clause (c)) do not
exceed the indemnity payment or additional amounts that the person making the
assignment, participation or transfer to such Transferee would have been
entitled to receive in the absence of such assignment, participation,
transfer or designation or (ii) the obligation to pay such additional amounts
would not have arisen but for a failure by such Non-U.S. Lender to comply
with the provisions of paragraph (b) above.

(d) Any Lender (or Transferee) claiming any indemnity payment or
additional amounts payable pursuant to this subsection 2.18 shall use
reasonable efforts (consistent with its internal policy and legal and
regulatory restrictions) to file any certificate or document

<PAGE>

reasonably requested in writing by the Borrower or to change the jurisdiction
of its applicable lending office if the making of such a filing or change
would avoid the need for or reduce the amount of any such indemnity payment
or additional amounts that may thereafter accrue and would not, in the sole
determination of such Lender (or Transferee), be otherwise disadvantageous to
such Lender (or Transferee) in any legal, economic or regulatory respect.

2.19 Indemnity. The Borrower agrees to indemnify each Lender and
to hold each Lender harmless from any loss (excluding loss of profit) or
expense which such Lender may sustain or incur as a consequence of (a)
default by the Borrower in making a borrowing of, conversion into or
continuation of Eurodollar Loans after the Borrower has given a notice
requesting the same in accordance with the provisions of this Agreement, (b)
default by the Borrower in making any prepayment after the Borrower has given
a notice thereof in accordance with the provisions of this Agreement or (c)
the making of a prepayment of Eurodollar Loans on a day which is not the last
day of an Interest Period with respect thereto. Such indemnification may
include an amount equal to the excess, if any, of (i) the amount of interest
which would have accrued on the amount so prepaid, or not so borrowed,
converted or continued, for the period from the date of such prepayment or of
such failure to borrow, convert or continue to the last day of the current
related Interest Period (or, in the case of a failure to borrow, convert or
continue, the Interest Period that would have commenced on the date of such
failure) in each case at the applicable rate of interest for such Loans
provided for herein (excluding, however, the Applicable Margin included
therein, if any) over (ii) the amount of interest (as reasonably determined
by such Lender) which would have accrued to such Lender on such amount by
placing such amount on deposit for a comparable period with leading banks in
the interbank eurodollar market. A certificate as to any amounts payable
pursuant to this subsection 2.19, showing in reasonable detail the
calculation thereof, submitted to the Borrower by any Lender through the
Administrative Agent shall be conclusive in the absence of manifest error.
This covenant shall survive the termination of this Agreement and the payment
of the Loans and all other amounts payable hereunder.

2.20 Change of Lending Office. Each Lender agrees that, upon the
occurrence of any event giving rise to the operation of subsection 2.17 or
2.18(a) with respect to such Lender, it will, if requested by the Borrower,
use reasonable efforts (subject to overall policy considerations of such
Lender) to file any certificate or document or to designate another lending
office for any Loans affected by such event, in each case, with the object of
avoiding or reducing the consequences of such event; provided, that such
designation is made on terms that, in the sole judgment of such Lender, cause
such Lender and its lending office(s) to suffer no material economic, legal
or regulatory disadvantage, and provided, further, that nothing in this
subsection 2.20 shall affect or postpone any of the obligations of any
Borrower or the rights of any Lender pursuant to subsection 2.17 or 2.18(a).

2.21 Replacement of Lenders under Certain Circumstances. If at any
time (a) the Borrower becomes obligated to pay additional amounts described
in subsections 2.17, 2.18 or 2.19 as a result of any condition described in
such subsections or any Lender ceases to make Eurodollar Loans pursuant to
subsection 2.15, (b) any Lender becomes insolvent and its assets

<PAGE>

become subject to a receiver, liquidator, trustee, custodian or other Person
having similar powers or (c) any Lender fails to make a Revolving Credit Loan
required to be made by it hereunder, then the Borrower may, on ten Business
Days' prior written notice to the Administrative Agent and such Lender,
replace such Lender by causing such Lender to (and such Lender shall) assign
pursuant to subsection 10.6(c) all of its rights and obligations under this
Agreement to a Lender or other entity selected by the Borrower and reasonably
acceptable to the Administrative Agent so long as the Assignor receives an
amount equal to the outstanding principal amount of such Lender's Loans and
all accrued interest and fees and other amounts payable hereunder (including
amounts payable under Subsection 2.19 as though such Loans were being paid
instead of being purchased); provided that (i) the Borrower shall have no
right to replace the Administrative Agent, (ii) neither the Administrative
Agent nor any Lender shall have any obligation to the Borrower to find a
replacement Lender or other such entity, (iii) in the event of a replacement
of a Lender to which the Borrower becomes obligated to pay additional amounts
pursuant to clause (a) of this subsection 2.21, in order for the Borrower to
be entitled to replace such a Lender, such replacement must take place no
later than 30 days after the Lender shall have demanded payment of additional
amounts under one of the subsections described in clause (a) of this
subsection 2.21, as the case may be, and (iv) in no event shall the Lender
hereby replaced be required to pay or surrender to such replacement Lender or
other entity any of the fees received by such Lender hereby replaced pursuant
to this Agreement. In the case of a replacement of a Lender to which the
Borrower becomes obligated to pay additional amounts pursuant to clause (a)
of this subsection 2.21, the Borrower shall pay such additional amounts to
such Lender prior to such Lender being replaced and the payment of such
additional amounts shall be a condition to the replacement of such Lender.

SECTION 3. LETTERS OF CREDIT AND OVERDRAFTS

3.1 L/C Commitment. (a) Subject to the terms and conditions
hereof, the Issuing Lender, in reliance on the agreements of the other
Revolving Credit Lenders set forth in subsection 3.4(a), agrees to issue
letters of credit ("Letters of Credit") for the account of the Borrower on
any Business Day during the Revolving Credit Commitment Period in such form
as may be approved from time to time by the Issuing Lender; provided that the
Issuing Lender shall not have any obligation to issue any Letter of Credit
if, after giving effect to such issuance, (i) the L/C Obligations would
exceed the L/C Commitment, (ii) the aggregate amount of the Available
Revolving Credit Commitments would be less than zero or (iii) the aggregate
principal amount of L/C Obligations, Revolving Credit Loans and Overdraft
Advances then outstanding would exceed the Revolving Credit Commitments at
such time. Each Letter of Credit shall (i) be denominated in Dollars and
(ii) expire no later than the earlier of (x) the first anniversary of its
date of issuance and (y) the date which is five Business Days prior to the
Scheduled Revolving Credit Termination Date, provided that any Letter of
Credit with a one-year term may provide for the renewal thereof for
additional one-year periods (which shall in no event extend beyond the date
referred to in clause (y) above).

<PAGE>

(b) Each Letter of Credit shall be subject to the Uniform Customs
and, to the extent not inconsistent therewith, the laws of the State of New
York.

(c) The Issuing Lender shall not at any time be obligated to issue
any Letter of Credit hereunder if such issuance would conflict with, or cause
the Issuing Lender or any L/C Participant to exceed any limits imposed by,
any applicable Requirement of Law.

3.2 Procedure for Issuance of Letter of Credit. The Borrower may
from time to time request that the Issuing Lender issue a Letter of Credit by
delivering to the Issuing Lender at its address for notices specified in
accordance with subsection 10.2(c) an Application therefor, completed to the
reasonable satisfaction of the Issuing Lender, and such other certificates,
documents and other papers and information as the Issuing Lender may
reasonably request. Upon receipt of any Application, the Issuing Lender will
process such Application and the certificates, documents and other papers and
information delivered to it in connection therewith in accordance with its
customary procedures and shall promptly issue the Letter of Credit requested
thereby (but in no event shall the Issuing Lender be required to issue any
Letter of Credit earlier than three Business Days after its receipt of the
Application therefor and all such other certificates, documents and other
papers and information relating thereto) by issuing the original of such
Letter of Credit to the beneficiary thereof or as otherwise may be agreed to
by the Issuing Lender and the Borrower. The Issuing Lender shall furnish a
copy of such Letter of Credit to the Borrower promptly following the issuance
thereof.

3.3 Commissions, Fees and Other Charges. (a) The Borrower shall
pay to the Administrative Agent, for the account of each Revolving Credit
Lender, a commission on each outstanding Letter of Credit at a rate per annum
equal to the Applicable Margin then in effect with respect to Eurodollar
Loans on the face amount of such Letter of Credit, to be shared ratably among
the Revolving Credit Lenders in accordance with their respective Revolving
Credit Percentages, from (and including) the date of issuance thereof until
(but excluding) the expiration date thereof or the last day of the Revolving
Credit Commitment Period, payable in arrears on the last day of each calendar
quarter, commencing on the first such date after the issuance of such Letter
of Credit, and on such expiration date or the last day of the Revolving
Credit Commitment Period.

(b) In addition to the foregoing fees and commissions, the Borrower
shall pay or reimburse the Issuing Lender for such normal and customary costs
and expenses as are incurred or charged by the Issuing Lender in issuing,
negotiating, effecting payment under, amending or otherwise administering any
Letter of Credit.

3.4 L/C Participations. (a) The Issuing Lender irrevocably agrees
to grant and hereby grants to each L/C Participant, and, to induce the
Issuing Lender to issue Letters of Credit hereunder, each L/C Participant
irrevocably agrees to accept and purchase and hereby accepts and purchases
from the Issuing Lender, on the terms and conditions hereinafter stated, for
such L/C Participant's own account and risk an undivided interest equal to
such L/C Participant's Revolving Credit Percentage in the Issuing Lender's
obligations and rights under each Letter of

<PAGE>

Credit issued by the Issuing Lender hereunder and the amount of each draft
paid by the Issuing Lender thereunder. Each L/C Participant unconditionally
and irrevocably agrees with the Issuing Lender that, if a draft is paid under
any Letter of Credit issued by the Issuing Lender for which the Issuing
Lender is not reimbursed in full by the Borrower in accordance with the terms
of this Agreement, such L/C Participant shall pay to the Issuing Lender upon
demand an amount equal to such L/C Participant's Revolving Credit Percentage
of the amount of such draft, or any part thereof, which is not so reimbursed.

(b) If any amount required to be paid by any L/C Participant to the
Issuing Lender pursuant to subsection 3.4(a) in respect of any unreimbursed
portion of any payment made by the Issuing Lender under any Letter of Credit
is paid to the Issuing Lender within three Business Days after the date such
payment is due, such L/C Participant shall pay to the Issuing Lender on
demand an amount equal to the product of (i) such amount, times (ii)the daily
average Federal Funds Effective Rate during the period from and including the
date such payment is required to the date on which such payment is
immediately available to the Issuing Lender, times (iii) a fraction the
numerator of which is the number of days that elapse during such period and
the denominator of which is 360. If any such amount required to be paid by
any L/C Participant pursuant to subsection 3.4(a) is not made available to
the Issuing Lender by such L/C Participant within three Business Days after
the date such payment is due, the Issuing Lender shall be entitled to recover
from such L/C Participant, on demand, such amount with interest thereon
calculated from such due date at the rate per annum applicable to ABR Loans.
A certificate of the Issuing Lender submitted to any L/C Participant with
respect to any amounts owing under this subsection shall be conclusive in the
absence of manifest error.

(c) Whenever, at any time after the Issuing Lender has made payment
under any Letter of Credit and has received from any L/C Participant its pro
rata share of such payment in accordance with subsection 3.4(a), the Issuing
Lender receives any payment related to such Letter of Credit (whether
directly from the Borrower or otherwise, including proceeds of collateral
applied thereto by the Administrative Agent or the Issuing Lender), or any
payment of interest on account thereof, the Issuing Lender will distribute to
such L/C Participant its pro rata share thereof in accordance with the
respective principal payments made by the respective L/C Participants and the
Issuing Lender; provided, however, that in the event that any such payment
received by the Issuing Lender shall be required to be returned by the
Issuing Lender, such L/C Participant shall return to the Issuing Lender the
portion thereof previously distributed by the Issuing Lender to it.

3.5 Reimbursement Obligation of the Borrower. The Borrower agrees
to reimburse the Issuing Lender on each date on which the Issuing Lender
notifies the Borrower of the date and amount of a draft presented under any
Letter of Credit and paid by the Issuing Lender for the amount of (a) such
draft so paid and (b) any taxes (other than Non-Excluded Taxes), fees,
charges or other costs or expenses incurred by the Issuing Lender in
connection with such payment. Each such payment shall be made to the Issuing
Lender in Dollars and in immediately available funds. Interest shall be
payable on any and all amounts remaining unpaid by the Borrower under this
subsection from the date such amounts become payable (whether at

<PAGE>

stated maturity, by acceleration or otherwise) until payment in full at the
rate set forth in subsection 2.13(c). Each drawing under any Letter of
Credit shall (unless an event of the type described in clause (i) or (ii) of
subsection 8(e) shall have occurred and be continuing with respect to the
Borrower, in which case the procedures specified in subsection 3.4 for
funding by L/C Participants shall apply) constitute a request by the Borrower
to the Administrative Agent for a borrowing pursuant to subsection 2.5 of ABR
Loans in the amount of such drawing. Notwithstanding any notice, minimum
borrowing on other provisions to the contrary in subsection 2.5, the
Borrowing Date with respect to such borrowing shall be the date of payment of
the relevant draft.

3.6 Obligations Absolute. The Borrower's obligations under this
Section 3 shall be absolute and unconditional under any and all circumstances
and irrespective of any setoff, counterclaim or defense to payment which the
Borrower may have or have had against the Issuing Lender, any beneficiary of
a Letter of Credit or any other Person. The Borrower also agrees with the
Issuing Lender that, subject to the last sentence of this subsection 3.6, the
Issuing Lender shall not be responsible for, and the Borrower's Reimbursement
Obligations under subsection 3.5 shall not be affected by, among other
things, the validity or genuineness of documents or of any endorsements
thereon, even though such documents shall in fact prove to be invalid,
fraudulent or forged, or any dispute between or among the Borrower and any
beneficiary of any Letter of Credit or any other party to which such Letter
of Credit may be transferred or any claims whatsoever of the Borrower against
any beneficiary of such Letter of Credit or any such transferee. The Issuing
Lender shall not be liable for any error, omission, interruption or delay in
transmission, dispatch or delivery of any message or advice, however
transmitted, in connection with any Letter of Credit, except for errors,
omissions or delays in transmission, dispatch or delivery found by a final
and nonappealable decision of a court of competent jurisdiction to have
resulted from the gross negligence or willful misconduct of the Issuing
Lender. The Borrower agrees that any action taken or omitted by the Issuing
Lender under or in connection with any Letter of Credit or the related drafts
or documents, if done in the absence of gross negligence or willful
misconduct and in accordance with the standards or care specified in the
Uniform Commercial Code of the State of New York, shall be binding on the
Borrower and shall not result in any liability of the Issuing Lender to the
Borrower.

3.7 Letter of Credit Payments. If any draft shall be presented for
payment under any Letter of Credit, the Issuing Lender shall promptly notify
the Borrower of the date and amount thereof. The responsibility of the
Issuing Lender to the Borrower in connection with any draft presented for
payment under any Letter of Credit issued by it shall, in addition to any
payment obligation expressly provided for in such Letter of Credit, be
limited to determining that the documents (including each draft) delivered
under such Letter of Credit in connection with such presentment are
substantially in conformity with such Letter of Credit.

3.8 Applications. To the extent that any provision of any
Application related to any Letter of Credit is inconsistent with the
provisions of this Section 3, the provisions of this Section 3 shall apply.

<PAGE>

3.9 Overdraft Advances. (a) Subject to the terms and conditions
hereof, the Overdraft Lender may, without the need for any request by the
Borrower, make Overdraft Advances for the benefit of the Borrower from time
to time on any Business Day during the Revolving Credit Commitment Period;
provided, however, the Overdraft Lender shall not make any Overdraft Advance
if, after giving effect to such Overdraft Advance, (i) the aggregate amount
of Overdraft Advances outstanding at such time shall exceed the Overdraft
Maximum Amount or (ii) the aggregate principal amount of L/C Obligations,
Revolving Credit Loans and Overdraft Advances then outstanding would exceed
the Revolving Credit Commitments at such time. Overdraft Advances hereunder
may be repaid in accordance with subsection 2.9 and, through but excluding
the Revolving Credit Termination Date and at the discretion of the Overdraft
Lender, reborrowed and shall be repayable as provided in subsections
2.6(a)(ii) and 2.10(d). The proceeds of each Overdraft Advance made
available by the Overdraft Lender to the Borrower shall be made by crediting
the designated primary operating account of the Borrower maintained with the
Overdraft Lender with such proceeds. The proceeds of the Overdraft Advances
shall be used solely to cover overdrafts in such primary operating account.

(b) Interest on outstanding Overdraft Advances shall be payable in
accordance with subsection 2.13.

(c) Overdraft Advances may not be made as, or converted into,
Eurodollar Loans, anything to the contrary herein notwithstanding.

SECTION 4. REPRESENTATIONS AND WARRANTIES

To induce the Administrative Agent and the Lenders (including the
Overdraft Lender) to enter into this Agreement and to make the Loans and
issue or participate in the Letters of Credit, the Borrower hereby represents
and warrants to the Administrative Agent and each Lender that:

4.1 Financial Condition. (a) The consolidated balance sheets of the
Borrower and its consolidated Subsidiaries as at December 31, 1996 and
December 31, 1995 and the related consolidated earnings statement and
statement of cash flows for the fiscal years ended on such dates, reported on
by Arthur Andersen, copies of which have heretofore been furnished to each
Lender, are complete and correct in all material respects and present fairly
the consolidated financial condition of the Borrower and its consolidated
Subsidiaries as at such dates. The unaudited consolidated balance sheets of
the Borrower and its consolidated Subsidiaries as at March 31, 1997 and the
related unaudited consolidated earnings statement and statement of cash flows
for the three-month period ended on such date, certified by the chief
financial officer of the General Partner, copies of which have heretofore
been furnished to each Lender, are complete and correct in all material
respects and present fairly the consolidated financial condition of the
Borrower and its consolidated Subsidiaries as at such date (subject to normal
year-end audit adjustments). All such financial statements, including the
related schedules and notes thereto, have been prepared in accordance with
GAAP applied consistently throughout the periods involved (except as approved
by such accountants or such chief financial officer of the General

<PAGE>

Partner, as the case may be, and as disclosed therein). Neither the Borrower
nor any of its consolidated Subsidiaries had, at the date of the most recent
balance sheet referred to above, any material Contingent Obligations, or
liability for taxes, or any material long-term lease or unusual forward or
long-term commitment, including any interest rate or foreign currency swap or
exchange transaction, which is not reflected in the foregoing statements or
in the notes thereto. Except in connection with the Partnership Transaction,
during the period from March 31, 1997 to and including the date hereof there
has been no sale, transfer or other disposition by the Borrower or any of its
consolidated Subsidiaries of any material part of its business or property
and no purchase or other acquisition of any business or property (including
any capital stock of any other Person) material in relation to the
consolidated financial condition of the Borrower and its consolidated
Subsidiaries at March 31, 1997.

(b) The pro forma consolidated balance sheet of the Borrower and
its consolidated Subsidiaries as at March 31, 1997, certified by the chief
financial officer of the General Partner, copies of which have been
heretofore furnished to each Lender, adjusted to give effect to the
Transaction and the financings contemplated by this Agreement and the other
Credit Documents as if such events had occurred on such date, were prepared
based on good faith assumptions and on the best information reasonably
available to the Borrower as of the date of delivery thereof and fairly
presents in all material respects on a pro forma basis the consolidated
financial position of the Borrower and its consolidated Subsidiaries as at
March 31, 1997, as adjusted, as described above, assuming such events had
occurred at such date.

4.2 No Change. Since December 31, 1996, there has been no event,
development or circumstance that has had or will with the passage of time
have a Material Adverse Effect.

4.3 Status. Each of the Borrower and its Subsidiaries (i) is a
duly organized and validly existing partnership, corporation or other entity,
as the case may be, in good standing (in the case of a corporation) under the
laws of the jurisdiction of its incorporation, organization or formation and
has the partnership, corporate or similar power and authority, as the case
may be, to own its property and assets and to transact the business in which
it is engaged and presently proposes to engage and (ii) has duly qualified
and is authorized to do business and is in good standing in all jurisdictions
where it is required to be so qualified and where the failure to be so
qualified has had or with the passage of time is reasonably likely to have a
Material Adverse Effect.

4.4 Power and Authority. Each Credit Party has the partnership or
corporate power and authority to execute, deliver and carry out the terms and
provisions of the Credit Documents to which it is a party and has taken all
necessary partnership, corporate or similar action, as the case may be, to
authorize the execution, delivery and performance of the Credit Documents to
which it is a party. Each Credit Party has duly executed and delivered each
Credit Document to which it is a party, and each such Credit Document
constitutes such Credit Party's legal, valid and binding obligation
enforceable in accordance with its terms, except as may be affected by
applicable bankruptcy, insolvency, fraudulent transfer, reorganization,
moratorium

<PAGE>

and similar laws affecting the enforcement of creditors' rights generally and
by general equitable principles (whether enforcement is sought by proceedings
in equity or at law).

4.5 No Violation. Neither the execution, delivery and performance
by any Credit Party of the Credit Documents to which it is a party nor
compliance with the terms and provisions thereof, nor the consummation of the
transactions contemplated therein, will violate any Requirement of Law or any
Contractual Obligation of the Borrower or any of its Subsidiaries, or (other
than pursuant to the Security Documents or any Application or Letter of
Credit) result in the creation or imposition of (or the obligation to create
or impose) any Lien upon any of the property or assets of any Credit Party
pursuant to any such Requirement of Law or Contractual Obligation.

4.6 Litigation. Except as set forth on Schedule 4.6, there are no
actions, suits or proceedings pending or, to the best of the Borrower's
knowledge, threatened with respect to the Borrower or any of its Subsidiaries
(i) that could reasonably be expected to have a material adverse effect on
the rights or remedies of the Lenders under the Credit Documents or on the
ability of any Credit Party to perform is obligations to them thereunder or
(ii) that has had or with the passage of time is reasonably likely to have a
Material Adverse Effect.

4.7 Use of Proceeds; Margin Regulations. (a) The proceeds of all
Loans and Letters of Credit shall be utilized (i) to finance, in part, the
Transaction, including the payment in full of all amounts then owing under
the Existing Agreement, (ii) to pay certain fees and expenses in connection
with the Transaction and (iii) for the general corporate purposes and working
capital of the Borrower and its Subsidiaries.

(b) Neither the making of any Loan or the issuance of any Letter
of Credit hereunder, nor the use of the proceeds thereof, will violate or be
inconsistent with the provisions of Regulation G, T, U or X of the Board and
no part of the proceeds of any Loan or any Letter of Credit will be used to
purchase or carry any Margin Stock or to extend credit for the purpose of
purchasing or carrying any Margin Stock.

4.8 Governmental Approvals. Except as set forth on Schedule 4.8 or
as provided in subsection 4.13, no order, consent, approval, license,
authorization, or validation of, or filing, recording or registration with,
or exemption by, any foreign or domestic governmental or public body or
authority, or any subdivision thereof, or any industry governing body, is
required to authorize or is required in connection with (i) the execution,
delivery and performance of any Credit Document or (ii) the legality,
validity, binding effect or enforceability of any Credit Document.

4.9 Investment Company Act. Neither the Borrower nor any of its
Subsidiaries is an "investment company" or a company "controlled" by an
"investment company," within the meaning of the Investment Company Act of
1940, as amended.

<PAGE>

4.10 Public Utility Holding Company Act. Neither the Borrower nor
any of its Subsidiaries is a "holding company," or a "subsidiary company" of
a "holding company," or an "affiliate" of a "holding company" or of a
"subsidiary company" of a "holding company," within the meaning of the Public
Utility Holding Company Act of 1935, as amended.

4.11 True and Complete Disclosure. All factual information (taken
as a whole) heretofore or contemporaneously furnished by or on behalf of the
Borrower or any of its Subsidiaries in writing to the Administrative Agent or
any Lender for purposes of or in connection with this Agreement or any
transaction contemplated herein is, and all other such factual information
(taken as a whole) hereafter furnished by or on behalf of any such Person in
writing to any Lender will be, true and accurate in all material respects on
the date as of which such information is dated or certified and not
incomplete by omitting to state any material fact necessary to make such
information (taken as a whole) not misleading at such time in light of the
circumstances under which such information was provided. The projections and
pro forma financial information contained in such materials are based on good
faith estimates and assumptions believed by such Persons to be reasonable at
the time made, it being recognized by the Lenders that such projections as to
future events are not to be viewed as facts and that actual results during
the period or periods covered by any such projections may differ from the
projected results. As of the Effective Date, there is no fact known to the
Borrower which has had or with the passage of time is reasonably likely to
have a Material Adverse Effect, which has not theretofore been disclosed to
the Lenders.

4.12 Financial Condition. On a pro forma basis after giving effect
to the Transaction, including the incurrence of all Indebtedness and
obligations being incurred in connection herewith and therewith, and all
Liens created, and to be created, by each Credit Party in connection herewith
and therewith each Credit Party will be Solvent.

4.13 Security Interests. Each of the Security Documents creates,
as security for the Obligations purported to be secured thereby, a valid and
enforceable perfected Lien on all of the Collateral subject thereto, superior
to and prior to the rights of all third Persons and subject to no other Liens
(other than the Liens permitted pursuant to subsection 7.3), in favor of the
Administrative Agent for the benefit of the Lenders (including the Overdraft
Lender). No filings or recordings are required in order to perfect the
security interests created under any Security Document except for (i) filings
or recordings which shall have been made upon or prior to (or are the subject
of arrangements, satisfactory to the Administrative Agent, for filing on or
promptly after the date of) the execution and delivery thereof and (ii) with
respect to certain security interests, the timely filing of continuation
statements.

4.14 Representations and Warranties in Partnership Interest
Transfer Agreement and SportsChannel Contribution Agreement. All
representations and warranties of the parties to the Partnership Interest
Transfer Agreement (other than ITT, ITT Eden or ITT MSG) and the
SportsChannel Contribution Agreement (other than ITT MSG and ITT Eden) were
true and correct as of the time such representations and warranties were made
and shall be true and correct as of the Initial Borrowing Date as if such
representations and warranties were made on and as of

<PAGE>

such date, unless stated to relate to a specific earlier date, in which case
such representations and warranties shall be true and correct as of such
earlier date and all representations and warranties of ITT, ITT Eden and ITT
MSG in such agreements were, to the best knowledge of the Borrower, true and
correct as of the dates set forth above, except, in each case, to the extent
the failure of such representations and warranties to be true and correct
would not constitute a Material Adverse Effect or otherwise adversely impact
the Contribution.

4.15 Consummation of the Partnership Transaction. As of the
Initial Borrowing Date, there does not exist any judgment, order, or
injunction prohibiting the consummation of the Partnership Transaction or the
Contribution or the making of Loans or the issuance of the Letters of Credit
or the performance by any Credit Party of their respective obligations under
the Credit Documents or the performance by any party of its obligations under
the Partnership Interest Transfer Agreement or the SportsChannel Contribution
Agreement or any document executed and delivered in connection herewith or
therewith.

4.16 Tax Returns and Payments. Each of the Borrower and each of
its Subsidiaries has filed all federal income tax returns and all other
material tax returns, domestic and foreign, required to be filed by it and
has paid all material taxes and assessments payable by it which have become
due, other than those not yet delinquent and except for those contested in
good faith or as described on Schedule 4.16. The Borrower and each of its
Subsidiaries have at all times paid, or have provided adequate reserves (in
the good faith judgment of the management of the General Partner) for the
payment of, all federal, state and foreign income taxes applicable for all
prior fiscal years and for the current fiscal year to date.

4.17 Compliance with ERISA. Each Plan is in substantial compliance
with ERISA and the Code; no Reportable Event has occurred with respect to a
Plan within the five-year period ended on the date this representation is
made or deemed made; no Multiemployer Plan is Insolvent or in Reorganization;
no Single Employer Plan has an Unfunded Current Liability in excess of
$5,000,000; no Single Employer Plan has an accumulated or waived funding
deficiency, has permitted decreases in its funding standard account or has
applied for an extension of any amortization period within the meaning of
Section 412 of the Code; all contributions required to be made with respect
to a Plan have been timely made; neither the Borrower, nor any Subsidiary nor
any ERISA Affiliate has incurred any material liability to or on account of a
Plan pursuant to Section 409, 502(i), 502(l), 515, 4062, 4063, 4064, 4069,
4201, 4204 or 4212 of ERISA or Section 401(a)(29), 4971, 4975 or 4980 of the
Code or reasonably expects to incur any liability (including any indirect,
contingent or secondary liability) under any of the foregoing Sections with
respect to any Plan; no proceedings have been instituted to terminate or
appoint a trustee to administer any Plan; no condition exists which presents
a material risk to the Borrower or any Subsidiary or any ERISA Affiliate of
incurring a liability to or on account of a Plan pursuant to the foregoing
provisions of ERISA and the Code; no lien imposed under the Code or ERISA on
the assets of the Borrower or any Subsidiary or any ERISA Affiliate exists or
is reasonably likely to arise on account of any Plan; and except as otherwise
set forth in Schedule 4.17, the Borrower and its Subsidiaries do not maintain
or contribute to any employee welfare benefit plan (as defined in Section
3(1) of ERISA) which

<PAGE>

provides benefits to retired employees (other than as required by Section 601
of ERISA) or any employee pension benefit plan (as defined in Section 3(2) of
ERISA other than a Plan), except to the extent that all events described in
the preceding clauses of this subsection 4.17 and then in existence have not
had or with the passage of time are not reasonably likely to have,
individually and/or in the aggregate, a Material Adverse Effect. With
respect to Plans that are Multiemployer Plans the representations and
warranties in this subsection 4.17 are made to the best knowledge of the
Borrower.

4.18 Subsidiaries. On the Initial Borrowing Date, the partnerships
and/or corporations listed on Schedule 4.18 are the only Subsidiaries of the
Borrower. Schedule 4.18 correctly sets forth the percentage ownership
(direct and indirect) of the Borrower in each class of capital stock or
partnership interest of each of its Subsidiaries (except for changes thereto
subsequent to the Initial Borrowing Date permitted by subsection 7.4 or 7.5)
and also identifies the direct owner thereof.

4.19 Intellectual Property. The Borrower and each of its
Subsidiaries have obtained all patents, trademarks, permits, service marks,
trade names, technology, know-how, copyrights, licenses and other rights (the
"Intellectual Property"), free from burdensome restrictions, that are
necessary for the operation of their businesses taken as a whole as presently
conducted and as proposed to be conducted. No claim has been asserted and is
pending by any Person challenging or questioning the use of any Intellectual
Property or the validity of any Intellectual Property, nor does the Borrower
know of any valid basis for any such claim and the use of such Intellectual
Property by the Borrower and its Subsidiaries does not infringe on the rights
of any Person, except in each case as has not had and is not reasonably
likely to have a Material Adverse Effect.

4.20 Pollution and Other Regulations. (a) Each of the Borrower
and its Subsidiaries is in compliance with all applicable Environmental Laws
governing its business, and neither the Borrower nor any of its Subsidiaries
is liable for any penalties, fines or forfeitures for failure to comply with
any of the foregoing except such noncompliances, penalties, fines or
forfeitures that have not had or with the passage of time are not reasonably
likely to have a Material Adverse Effect. All licenses, permits,
registrations or approvals required for the business of the Borrower and each
of its Subsidiaries under any Environmental Law have been secured and the
Borrower and each of its Subsidiaries is in substantial compliance therewith,
except such licenses, permits, registrations or approvals the failure to
secure or to comply therewith has not had or with the passage of time are not
reasonably likely to have a Material Adverse Effect. Neither the Borrower
nor any of its Subsidiaries is in any respect in noncompliance with, breach
of or default under any applicable writ, order, judgment, injunction, or
decree to which the Borrower or such Subsidiary is a party or which would
affect the ability of the Borrower or such Subsidiary to operate any real
property and no event has occurred and is continuing which, with the passage
of time or the giving of notice or both, would constitute noncompliance,
breach of or default thereunder, except in each such case, such
noncompliances, breaches or defaults as have not had or with the passage of
time are not reasonably likely to have, in the aggregate, a Material Adverse
Effect. There are no Environmental Claims pending or, to

<PAGE>

the best knowledge of the Borrower, threatened, which (a) question the
validity, term or entitlement of the Borrower or any of its Subsidiaries for
any permit, license, order or registration required for the operation of any
facility which the Borrower or any of its Subsidiaries currently operates and
(b) wherein an unfavorable decision, ruling or finding would be reasonably
likely to have a Material Adverse Effect. There are no facts, circumstances,
conditions or occurrences on any Real Property or, to the knowledge of the
Borrower, on any property adjacent to any such Real Property that could
reasonably be expected (i) to form the basis of an Environmental Claim
against the Borrower, any of its Subsidiaries or any Real Property of the
Borrower or any of its Subsidiaries, or (ii) to cause such Real Property to
be subject to any restrictions on the ownership, occupancy, use or
transferability of such Real Property under any Environmental Law, except in
each such case, such Environmental Claims or restrictions that individually
or in the aggregate have not had or with the passage of time are not
reasonably likely to have a Material Adverse Effect.

(b) Hazardous Materials have not at any time been (i) generated,
used, treated or stored on, or transported to or from, any Real Property of
the Borrower or any of its Subsidiaries or (ii) released on any Real
Property, in each case where such occurrence or event individually or in the
aggregate has not had or with the passage of time is not reasonably likely to
have a Material Adverse Effect.

4.21 Properties. The Borrower and each of its Subsidiaries have
good and marketable title to all properties owned by them, including all
property reflected in the consolidated balance sheet of the Borrower and its
consolidated Subsidiaries as referred to in subsection 4.1(b), free and clear
of all Liens, other than (i) as referred to in such consolidated balance
sheet or in the notes thereto or (ii) otherwise permitted by subsection 7.3.
Schedule 4.21 contains a true and complete list of each Real Property owned
or leased by the Borrower or any of its Subsidiaries on the Effective Date
and the type of interest therein held by the Borrower or the respective
Subsidiary.

4.22 Collective Bargaining Agreements; Labor Relations. (a) Set
forth in Part A on Schedule 4.22 is a list of all collective bargaining
agreements between or applicable to the Borrower or any of its Subsidiaries
and any union, labor organization or other bargaining agent in respect of the
employees of the Borrower or such Subsidiary on the Initial Borrowing Date
(collectively, the "Collective Bargaining Agreements").

(b) Neither the Borrower nor any of its Subsidiaries is engaged in
any unfair labor practice that has had or will with the passage of time have
a Material Adverse Effect. Except as described in Part B on Schedule 4.22,
there is (i) no unfair labor practice complaint pending against the Borrower
or any of its Subsidiaries or, to the best knowledge of the Borrower,
threatened against any of them, before the National Labor Relations Board,
and no grievance or arbitration proceeding arising out of or under any
Collective Bargaining Agreement is so pending against any of them or, to the
best knowledge of the Borrower, threatened against any of them, (ii) no
strike, labor dispute, slowdown or stoppage pending against the Borrower or
any of its Subsidiaries or, to the best knowledge of the Borrower, threatened
against any of them

<PAGE>

and (iii) no union representation question existing with respect to the
employees of the Borrower or any of its Subsidiaries and no union organizing
activities are taking place, except with respect to any matter specified in
clause (i), (ii) or (iii) above, either individually or in the aggregate,
such as have not had or with the passage of time are not reasonably likely to
have a Material Adverse Effect.

4.23 Existing Indebtedness. Schedule 4.23 sets forth a true and
complete list of all Indebtedness (other than Indebtedness of the type
referred to in subsection 7.2(g)) of the Borrower and each of its
Subsidiaries as of the Initial Borrowing Date (after giving pro forma effect
to the Transactions) and which is to remain outstanding (excluding the Loans
and the Subsidiary Guaranty, "Existing Indebtedness"), in each case showing
the aggregate principal amount thereof and the name of the respective
borrower (or issuer) and any other entity which directly or indirectly
guaranteed such debt.

4.24 Compliance with Requirements of Law and Contractual
Obligations . Each of the Borrower and its Subsidiaries is in compliance with
all Requirements of Law and Contractual Obligations, except such
non-compliance as has not had or with the passage of time is not reasonably
likely to have, individually or in the aggregate, a Material Adverse Effect.

4.25 No Default. No Default or Event of Default has occurred and
is continuing.

4.26 NBA and NHL Qualification and Compliance. Neither the
Borrower nor any of its Subsidiaries has knowledge of any fact which would,
under rules, regulations and practices as then in effect of the NBA and the
NHL, disqualify the Borrower and/or its respective Wholly Owned Subsidiaries
as an owner and/or operator of the New York Knickerbockers Basketball Club or
the New York Rangers Hockey Club, and the Borrower and its Subsidiaries will
not take any action which such Person knows or has reason to know would cause
such disqualification. The Borrower and each of its Subsidiaries is in
compliance with all applicable rules, directives and qualifications of the
NBA and the NHL.

SECTION 5. Conditions Precedent.

5.1 Conditions to Initial Extensions of Credit. The agreement of
each Lender (including the Overdraft Lender) to make the initial extension of
credit to the Borrower requested to be made by it is subject to the
satisfaction, prior to or concurrently with the making of such extension of
credit on the Initial Borrowing Date, of the following conditions precedent
on or before August 31, 1997:

(a) Credit Agreement. The Administrative Agent shall have received
this Agreement, executed and delivered by a Responsible Officer.

(b) Officer's Certificate. The Administrative Agent shall have
received a certificate dated such date signed by the President or any Vice
President of the General Partner

<PAGE>

substantially in the form of Exhibit C, as to the satisfaction by the
Borrower of certain conditions contained in this subsection 5.1.

(c) Opinions of Counsel. The Administrative Agent shall have
received opinions, addressed to the Administrative Agent and each of the
Lenders, from (i) Sullivan & Cromwell, special counsel to the Borrower, which
opinion shall be in form and substance satisfactory to the Administrative
Agent, (ii) Kenneth Munoz, Executive Vice President, Business Affairs, and
General Counsel to the Borrower, and (iii) counsel rendering such opinions,
reliance letters addressed to the Administrative Agent and each of the
Lenders with respect to all legal opinions delivered in connection with the
Partnership Transactions, each of which shall be in form and substance
reasonably satisfactory to the Administrative Agent.

(d) Proceedings. (i) The Administrative Agent shall have received
from each Credit Party a certificate, dated the Initial Borrowing Date,
signed by the Secretary of each such Credit Party or, in the case of any
Credit Party that is a partnership, the Secretary of a general partner of
such Credit Party, in the form of Exhibit D with appropriate insertions and
deletions, together with copies of the Limited Partnership Agreement, the
partnership agreement, certificate of incorporation, the by-laws, or other
organizational documents of each such Credit Party and the resolutions, or
such other approval, of each such Credit Party referred to in such
certificate, and all of the foregoing (including the Limited Partnership
Agreement) shall be reasonably satisfactory to the Administrative Agent.

(ii) All partnership, corporate and legal proceedings and all
instruments and agreements in connection with the transactions contemplated
by this Agreement and the other Credit Documents (including the MSG
Mortgage), the Partnership Interest Transfer Agreement and the SportsChannel
Contribution Agreement shall be reasonably satisfactory in form and substance
to the Administrative Agent, and the Administrative Agent shall have received
all information and copies of all certificates, documents and papers,
including good standing certificates and any other records of partnership or
corporate proceedings and governmental approvals, if any, which the
Administrative Agent may have requested in connection therewith, such
documents and papers, where appropriate, to be certified by proper
partnership, corporate or governmental authorities.

(e) Approvals. All material governmental and third party approvals
(including any required approvals from the NBA and NHL and from broadcast
regulatory authorities and in respect of broadcast rights to sporting events)
required to be obtained in connection with the Transaction, the financing
contemplated hereby and by the other Credit Documents and the continuing
operations of the Borrower and its Subsidiaries shall have been obtained and
remain in effect, and all applicable waiting periods shall have expired
without any action being taken by any Governmental Authority which prevents,
or imposes materially adverse conditions upon, the consummation of such
transactions.

(f) Partnership Transaction. The portion of the Partnership
Transaction to be consummated on the Initial Closing (as defined in the
Partnership Interest Transfer Agreement)

<PAGE>

shall have been consummated, or shall be consummated simultaneously with the
making of the Term Loans using the proceeds thereof, pursuant to the
Partnership Interest Transfer Agreement and other documentation, in each case
reasonably satisfactory to the Administrative Agent, for an aggregate amount
not to exceed $500,000,000 (subject to customary purchase price adjustments)
and no material provision of such agreement or such other documents shall
have been waived, amended, supplemented or otherwise modified without the
consent of the Administrative Agent.

(g) Subsidiary Guaranty. Each Subsidiary shall have duly
authorized, executed and delivered a guaranty substantially in the form of
Exhibit E (as modified, amended or supplemented from time to time in
accordance with the terms hereof and thereof, the "Subsidiary Guaranty"), and
the Subsidiary Guaranty shall be in full force and effect.

(h) Security Documents. (i) Each Credit Party shall have duly
authorized, executed and delivered a Pledge Agreement substantially in the
form of Exhibit F-1 (as modified, amended or supplemented from time to time
in accordance with the terms thereof and hereof, a "Credit Party Pledge
Agreement"), and shall have delivered to the Administrative Agent, as pledgee
thereunder, all of the certificates representing the Pledged Securities, if
any, referred to therein, endorsed in blank or accompanied by executed and
undated stock powers, and the Credit Party Pledge Agreement shall be in full
force and effect.

(ii) On the Initial Borrowing Date, the Borrower shall have duly
authorized, executed and delivered a Pledge Agreement substantially in the
form of Exhibit F-2-A (as modified, amended or supplemented from time to time
in accordance with the terms thereof and hereof, the "NBA Team Pledge
Agreement") and a Pledge Agreement substantially in the form of Exhibit F-2-B
(as modified, amended or supplemented from time to time in accordance with
the terms thereof and hereof, the "NHL Team Pledge Agreement" and together
with the NBA Team Pledge Agreement, each a "Team Pledge Agreement"), and
shall have delivered to the Administrative Agent, as pledgee thereunder for
the benefit of the Lenders, (x) all of the certificates representing the
Pledged Securities referred to therein, endorsed in blank or accompanied by
executed and undated stock powers and (y) executed copies of Partnership
Notices delivered to each Pledged Entity and executed copies of Partnership
Acknowledgements executed by such Pledged Entity, together with evidence that
such other actions have been taken as may be necessary or, in the opinion of
the Administrative Agent, desirable to perfect the security interests
purported to be created by the respective Team Pledge Agreement (including
evidence that each Pledged Entity has duly recorded the security interest
created by the respective Team Pledge Agreement on the partnership books and
records of such Pledged Entity), and each Team Pledge Agreement shall be in
full force and effect.

(iii) (x) Each Credit Party shall have duly authorized, executed
and delivered a Security Agreement substantially in the form of Exhibit G-1
(as modified, amended or supplemented from time to time in accordance with
the terms thereof and hereof, the "Credit Party Security Agreement") covering
all of such Credit Party's present and future Security Agreement Collateral
covered thereby and (y) the Borrower shall have duly authorized, executed and
delivered a Security Agreement substantially in the form of Exhibit G-2-A (as
modified,

<PAGE>

amended or supplemented from time to time in accordance with the terms
thereof and hereof, the "NBA Team Security Agreement") and a Security
Agreement substantially in the form of Exhibit G-2-B (as modified, amended or
supplemented from time to time in accordance with the terms thereof and
hereof, the "NHL Team Security Agreement" and together with the NBA Team
Security Agreement, each a "Team Security Agreement") covering all of the
Borrower's present and future Security Agreement Collateral covered thereby,
in each case together with:

(A) executed copies of Financing Statements (Form UCC-1) in
appropriate form for filing under the UCC of each jurisdiction as may be
necessary to perfect the security interests purported to be created by the
respective Security Agreement;

(B) the results of reports of a recent date listing all effective
financing statements that name each such Credit Party as debtor and that
are filed in the jurisdictions referred to in clause (A), together with
copies of such financing statements (none of which shall cover the
Security Agreement Collateral except (x) those with respect to which
appropriate termination statements executed by the secured lender
thereunder have been delivered to the Administrative Agent and (y) to the
extent evidencing liens permitted pursuant to subsection 7.3(d));

(C) evidence of the completion, or arrangements satisfactory to the
Administrative Agent for the prompt completion after the Effective Date
(subject to subsection 10.19(b)), of all recordings and filings of, or with
respect to, the respective Security Agreement as may be necessary or, in
the opinion of the Administrative Agent, desirable to perfect the security
interests intended to be created thereunder; and

(D) evidence that all other actions necessary or, in the opinion of
the Administrative Agent, desirable to perfect and protect the security
interests purported to be created by the respective Security Agreement have
been taken.

(iv) The Borrower shall have delivered to the Administrative Agent,
as mortgagee for the benefit of the Lenders, fully executed counterparts of
one or more mortgages substantially in the form of Exhibit H which secure, in
the aggregate, the principal amount of $850,000,000 (not including interest
and fees) (collectively, and including any replacements or substitutes
therefor, the "MSG Mortgage") and any financing statements related thereto
covering the Real Property and building (including fixtures) constituting
Madison Square Garden, and all related Collateral described therein (the "MSG
Mortgaged Property"), which mortgage by its terms may only be recorded at the
time and upon the occurrence of the events described in subsection 10.19.

(v) The Borrower shall have delivered to the Lenders a fully
executed copy of (x) the NBA Financing Consent Letter (as modified, amended
or supplemented from time to time in accordance with the terms thereof and
hereof, the "NBA Financing Consent Letter") concerning the consent of the NBA
with respect to the granting of the security interests by the Borrower
pursuant to the NBA Security Documents and (y) the NHL Financing Consent
Letter

<PAGE>

(as modified, amended or supplemented from time to time in accordance with
the terms thereof and hereof, the "NHL Financing Consent Letter" and together
with the NBA Financing Consent Letter, the "Team Financing Consent Letters")
concerning the consent of the NHL with respect to the granting of the
security interests by the Borrower pursuant to the NHL Security Documents,
and all terms of each Team Financing Consent Letter shall be reasonably
satisfactory in form and substance to the Administrative Agent and each of
the Lenders.

(i) Solvency. The Administrative Agent shall have received from
the chief financial officer of the General Partner a certificate, in the form
of Exhibit I, expressing opinions of value and other appropriate information
with respect to the solvency of the Borrower and its Subsidiaries taken as a
whole after giving effect to the Transaction.

(j) Insurance Policies. The Administrative Agent shall have
received evidence of insurance complying with the requirements of subsection
6.5 for the business and properties of the Borrower and its Subsidiaries, in
form and substance reasonably satisfactory to the Administrative Agent and,
with respect to all casualty insurance, naming the Administrative Agent, for
the benefit of the Lenders hereunder, as an additional insured and loss
payee, and the Borrower shall have delivered to the Administrative Agent a
true and complete copy of Schedule 5.1(j) to be attached to this Agreement
containing a description of such insurance.

(k) Fees. The Borrower shall have paid to the Administrative Agent
and the Lenders all fees and expenses agreed upon by such parties to be paid
on or prior to such date.

(l) Asset Appraisal. The Borrower shall have delivered to the
Lenders the summary asset and real property appraisals of the Borrower and
its Subsidiaries prepared by Coopers & Lybrand, dated May 30, 1996.

(m) Financial Statements; Business Plan. The Lenders shall have
received (i) the financial statements referred to in subsection 4.1(a), (ii)
the pro forma balance sheet referred to in subsection 4.1(b) and (iii) a
business plan (including projections) of the Borrower and its Subsidiaries
and a written analysis of the business and prospects of the Borrower and its
Subsidiaries for the period from around the Effective Date through the
Scheduled Revolving Credit Termination Date (the condition of this clause
(iii) being deemed satisfied prior to the date hereof).

(n) Contribution. The Contribution shall have been consummated
pursuant to the SportsChannel Contribution Agreement and other documentation,
in each case, reasonably satisfactory to the Administrative Agent and no
material provision of such agreement or such other documents shall have been
waived, amended, supplemented or otherwise modified without the consent of
the Administrative Agent.

5.2 Conditions to Each Extension of Credit. The agreement of each
Lender (including the Overdraft Lender) to make any extension of credit
(including the initial extension of credit) to the Borrower requested to be
made by it on any date is subject to the satisfaction that

<PAGE>

on and as of such date (a) no Default or Event of Default shall have occurred
and be continuing on such date or after giving effect to the extensions of
credit requested to be made on such date and (b) all representations and
warranties contained herein or in the other Credit Documents in effect at
such time shall be true and correct in all material respects with the same
effect as though such representations and warranties had been made on and as
of the date of the making of such extension of credit, except to the extent
that such representations and warranties expressly relate to an earlier date,
in which case such representations and warranties shall be true and correct
in all material respects as of such earlier date.

SECTION 6. AFFIRMATIVE COVENANTS

The Borrower hereby agrees that, so long as the Commitments remain
in effect, any Letter of Credit remains outstanding or any Loan or other
amount is owing to any Lender (including the Overdraft Lender) or the
Administrative Agent hereunder, the Borrower shall and (except in the case of
the delivery of financial information, reports and notices or as otherwise
provided) shall cause each of its Subsidiaries to:

6.1 Financial Statements. Furnish to each Lender:

(a) as soon as available, but in any event within 90 days after the
close of each fiscal year of the Borrower, the consolidated balance sheets
of the Borrower and its consolidated Subsidiaries as at the end of such
fiscal year and the related consolidated earnings statement and statement
of cash flows for such fiscal year, in each case setting forth comparative
consolidated figures for the preceding fiscal year, and examined by Arthur
Andersen or such other independent certified public accountants of
recognized national standing as shall be acceptable to the Administrative
Agent, whose opinion shall not be qualified as to the scope of audit or as
to the status of the Borrower or any of its Subsidiaries as a "going
concern", together with a certificate of such accounting firm stating that
in the course of its regular audit of the business of the Borrower, which
audit was conducted in accordance with generally accepted auditing
standards, such accounting firm has obtained no knowledge of any Default or
Event of Default which has occurred and is continuing or, if in the opinion
of such accounting firm such a Default or Event of Default has occurred and
is continuing, a statement as to the nature thereof;

(b) as soon as available, but in any event within 60 days after the
close of each of the first three quarterly accounting periods of each
fiscal year of the Borrower, the consolidated balance sheet of the Borrower
and its consolidated Subsidiaries as at the end of such quarterly period
and the related consolidated earnings statement and statement of cash flows
for such quarterly period and for the elapsed portion of the fiscal year
ended with the last day of such quarterly period, and in each case setting
forth comparative consolidated figures for the related periods in the prior
fiscal year, all of which shall be certified by the chief financial officer
of the General Partner as being stated fairly in all

<PAGE>

material respects, subject to changes resulting from audit and normal
year-end audit adjustments;

all such financial statements shall be complete and correct in all material
respects and shall be prepared in reasonable detail and in accordance with
GAAP applied consistently throughout the periods reflected therein and with
prior periods (except as approved by such accountants or officer, as the case
may be, and disclosed therein).

6.2 Certificates; Other Information. Furnish to each Lender
(except in the case of subsection 6.2(g), in which case the information must
be furnished only to the requesting Lender):

(a) concurrently with the delivery of financial statements pursuant
to subsections 6.1(a) and (b), a certificate of the chief financial officer
of the General Partner stating that, to the best of such officer's
knowledge, each Credit Party during such period has observed or performed
all of its covenants and other agreements, and satisfied every condition,
contained in this Agreement and the other Credit Documents to which it is a
party to be observed, performed or satisfied by it in all material
respects, and that such officer has obtained no knowledge of any Default or
Event of Default except as specified in such certificate and such
certificate shall set forth the calculations required to establish whether
the General Partner and its Subsidiaries were in compliance with the
provisions of subsection 7.1 and 7.8 (at the end of such fiscal period or
year, as the case may be);

(b) as soon as available, and in any event not later than 60 days
after the commencement of each fiscal year of the Borrower, (i) a budget of
the Borrower and its Subsidiaries in reasonable detail for each of the
twelve months of such fiscal year (collectively, the "Projections"), which
Projections shall in each case be accompanied by a certificate of the chief
financial officer of the General Partner stating that such Projections are
based upon good faith estimates and assumptions believed by management of
the General Partner to be reasonable at the time made, it being recognized
by the Lenders that such financial information as it relates to future
events is not to be viewed as fact and that actual results during the
period or periods covered by such financial information may differ from the
projected results set forth therein by a material amount;

(c) concurrently with the delivery of the financial statements
referred to in subsections 6.1(a) and (b), a comparison of the financial
results of the current year to the date of such financial statements
against the budget theretofore submitted pursuant to clause (b) above;

(d) within five days after the same are sent, copies, if any, of all
financial statements and reports which the Borrower sends to the holders of
any class of its debt securities or public equity securities and within
five days after the same are filed, copies of all financial statements and
reports which the Borrower may make to, or file with, the

<PAGE>

Securities and Exchange Commission or any successor or analogous
Governmental Authority;

(e) upon receipt thereof and in any event by December 31, 1997, an
updated asset and real property appraisal of the Borrower and its
Subsidiaries prepared by Coopers & Lybrand;

(f) no later than 20 days after the date such notice has been
received by the Borrower or such Subsidiary or ERISA Affiliate from the
Department of Labor, the PBGC or the Internal Revenue Service, any material
notices received by the Borrower or any Subsidiary or ERISA Affiliate with
respect to a Plan; and

(g) promptly, such additional financial and other information as any
Lender may from time to time reasonably request.

6.3 Payment of Obligations. Pay, discharge or otherwise satisfy at
or before maturity or before they become delinquent, as the case may be, all
its material obligations of whatever nature, except where the amount or
validity thereof is currently being contested in good faith by appropriate
proceedings and reserves in conformity with GAAP with respect thereto have
been provided on the books of the Borrower or its Subsidiaries, as the case
may be.

6.4 Conduct of Business and Maintenance of Existence. (a)(i)
Continue to engage in business of the same general type as now conducted by
it (it being understood that for purposes of this clause (i) the Borrower and
its Subsidiaries shall be considered as a whole), (ii) subject to subsection
7.4, preserve, renew and keep in full force and effect its partnership,
corporate or similar existence and (iii) take all reasonable action to
maintain all rights, privileges, licenses and franchises necessary or
desirable in the normal conduct of its business, except, in the case of
clause (iii) above, to the extent that failure to do so would not reasonably
be likely to have a Material Adverse Effect; and (b) comply with all
Contractual Obligations and Requirements of Law except to the extent that
failure to comply therewith could not, in the aggregate, reasonably be
expected to have a Material Adverse Effect.

6.5 Maintenance of Property; Insurance. (a) Keep all property
useful and necessary in its business in good working order and condition,
normal wear and tear excepted and (b) at all times maintain with financially
sound and reputable insurance companies insurance on all its property in such
amounts, covering such risks and liabilities and with such deductibles or
self-insured retentions as are in accordance with normal industry practice,
provided that in no event will any such deductible or self-insured retention
in respect of liability claims or in respect of casualty damage, exceed, in
each such case, the amount set forth in the MSG Mortgage. At any time that
insurance at the levels described in Schedule 5.1(j) is not being maintained
by the Borrower and its Subsidiaries, the Borrower will notify the Lenders in
writing thereof and, if thereafter notified by the Administrative Agent to do
so, the Borrower will, and will cause its Subsidiaries to, obtain insurance
at such levels at least equal to those set forth in Schedule 5.1(j) to the
extent then generally available (but in any event within the deductible or
self-insured

<PAGE>

retention limitations set forth in the preceding sentence) or otherwise as
are reasonably acceptable to the Administrative Agent and the Required
Lenders. The Borrower will, and will cause each of its Subsidiaries to,
furnish on the Initial Borrowing Date and, thereafter, upon the
Administrative Agent's reasonable request (in no event more frequently than
annually), to the Administrative Agent a summary of the insurance carried
together with certificates of insurance and other evidence of such insurance,
if any, naming the Administrative Agent, for the benefit of the Lenders
hereunder, as an additional insured and/or loss payee.

6.6 Inspection of Property; Books and Records; Discussions. (a)
Keep proper books of records and accounts in which full, true and correct
entries in conformity with GAAP and all Requirements of Law shall be made of
all dealings and transactions in relation to its business and activities and
(b) permit, upon reasonable advance notice to the Borrower, officers and
designated representatives of the Administrative Agent or the Required
Lenders to visit and inspect any of the property or assets of the Borrower or
any of its Subsidiaries in whomsoever's possession (other than the NBA and
the NHL, in which case the Borrower shall use its best efforts to obtain the
approval of such organization to allow the Administrative Agent or such
Lenders to conduct such visit and inspection), and to examine and, if
reasonably requested, make copies of the contracts, books of account and
records of the Borrower or any of its Subsidiaries and to discuss and the
affairs, finances and accounts of the Borrower or any its Subsidiaries with,
and be advised as to the same by, its and their officers, employees and
independent accountants, all at such reasonable times and intervals and to
such reasonable extent as the Administrative Agent or the Required Lenders
may desire.

6.7 Notices. Promptly give notice to the Administrative Agent and
each Lender of:

(a) the occurrence of any Default or Event of Default;

(b) any (i) default or event of default under any Contractual
Obligation of the Borrower or any of its Subsidiaries or (ii) litigation,
investigation or proceeding which may exist at any time involving the
Borrower or any of its Subsidiaries and which has a reasonable likelihood
of being adversely determined, which in either case, if not cured or if
adversely determined, as the case may be, could reasonably be expected to
have a Material Adverse Effect;

(c) any litigation or proceeding affecting the Borrower or any of its
Subsidiaries in which the amount involved is $10,000,000 or more and not
covered by insurance or in which injunctive or similar relief is sought;

(d) the following events, as soon as possible and in any event within
20 days after the Borrower knows or has reason to know thereof, together
with a certificate of the chief financial officer of the General Partner
setting forth details as to such occurrence and such action, if any, which
the Borrower, such Subsidiary or such ERISA Affiliate is required or
proposes to take, together with any notices required or proposed to be
given to

<PAGE>

or filed with or by the Borrower, the Subsidiary, the ERISA Affiliate, the
PBGC, a Plan participant (other than notices relating to an individual
participant's benefits) or the Plan administrator with respect thereto:
that a Reportable Event has occurred; that an accumulated funding
deficiency has been incurred or an application is reasonable likely to be
or has been made to the Secretary of the Treasury for a waiver or
modification of the minimum funding standard (including any required
installment payments) or an extension of any amortization period under
Section 412 of the Code with respect to a Plan; that a Plan has been or is
reasonably likely to be terminated, reorganized, partitioned or declared
insolvent under Title IV of ERISA; that a Plan has an Unfunded Current
Liability and there is a failure to make a required contribution with
respect to such Plan, which gives rise to a Lien under ERISA or the Code;
that proceedings are reasonably likely to be or have been instituted to
terminate or appoint a trustee to administer a Plan which has an Unfunded
Current Liability; that a proceeding has been instituted pursuant to
Section 515 of ERISA to collect a delinquent contribution to a Plan; that
the Borrower, any Subsidiary or any ERISA Affiliate has or may reasonably
be expected to incur any liability (including any contingent or secondary
liability) to or on account of the termination of or withdrawal from a Plan
under Section 4062, 4063, 4064, 4069, 4201, 4204 or 4212 of ERISA or with
respect to a Plan under Section 401(a)(29), 4971, 4975 or 4980 of the Code
or Section 409, 502(i) or 502(1) of ERISA or that the Borrower or any
Subsidiary may incur any additional material liability pursuant to any
employee welfare benefit plan (as defined in Section 3(1) of ERISA) that
provides benefits to retired employees or other former employees (other
than as required by Section 601 of ERISA) or any employee pension benefit
plan (as defined in Section 3(2) of ERISA other than a Plan) as a result of
an amendment of any such plan or the establishment of any such plan. Upon
request of a Lender, the Borrower will deliver to such Lender a complete
copy of the annual report (Form 5500) of each Plan required to be filed
with the Internal Revenue Service. Notwithstanding the foregoing, no
certificate or notice described in the first sentence of this subsection
6.7(d) or notice described in Section 6.2(f) shall be required to be
provided unless the event or events to which such certificate or notice
relate could, individually or in the aggregate, be expected to result in a
liability to the Borrower or any Subsidiary in excess of $5,000,000.

(e) (i) any past, pending or threatened Environmental Claim affecting
the Borrower or any of its Subsidiaries or the MSG Mortgaged Property of
the type described, and subject to the qualifications set forth, in
subsection 4.20, (ii) any past condition or occurrence on the MSG Mortgaged
Property that (a) results in material noncompliance by the Borrower or any
of its Subsidiaries with any applicable Environmental Law or (b) could
reasonably be anticipated to form the basis of an Environmental Claim
affecting the Borrower or any of its Subsidiaries or the MSG Mortgaged
Property unless such Environmental Claim would not be reasonably likely to,
individually or when aggregated with all other such Environmental Claims,
have a Material Adverse Effect, (iii) any condition or occurrence on the
MSG Mortgaged Property or any property adjoining the MSG Mortgaged Property
that could reasonably be anticipated to cause the MSG Mortgaged Property to
be subject to any restrictions on

<PAGE>

the ownership, occupancy, use or transferability of such MSG Mortgaged
Property under any Environmental Law or (iv) the actual or anticipated
taking of any material removal or remedial action in response to the actual
or alleged presence of any Hazardous Material on the MSG Mortgaged
Property; and

(f) any other development or event which has had or with the passage
of time is reasonably likely to have a Material Adverse Effect.

Each notice pursuant to this subsection 6.7 shall be accompanied by a
statement of a Responsible Officer setting forth details of the occurrence
referred to therein and stating what action the Borrower or the relevant
Subsidiary proposes to take with respect thereto.

6.8 Environmental Laws. (a) Except as could not reasonably be
expected to have a Material Adverse Effect, comply with, and ensure
compliance by all tenants and subtenants, if any, with, all applicable
Environmental Laws, and obtain and comply with and maintain, and ensure that
all tenants and subtenants obtain and comply with and maintain, any and all
licenses, approvals, notifications, registrations or permits required by
applicable Environmental Laws.

(b) Conduct and complete all investigations, studies, sampling and
testing, and all remedial, removal and other actions required under
Environmental Laws and in a timely fashion comply in all material respects
with all lawful orders and directives of all Governmental Authorities
regarding Environmental Laws, except to the extent that the same are being
contested in good faith by appropriate proceedings and the pendency of such
proceedings could not be reasonably expected to have a Material Adverse
Effect.

6.9 Interest Rate Protection. In the case of the Borrower, within
90 days after the Effective Date, enter into and maintain in effect Interest
Rate Protection Agreements to the extent necessary to provide that (i) at
least 25% of the aggregate principal amount of the Term Loans is subject to a
fixed interest rate for a period of not less than three years, (ii) an
additional 12.5% of the aggregate principal amount of the Term Loans is
subject to a fixed interest rate for a period of not less than two years and
(iii) an additional 12.5% of the aggregate principal amount of the Term Loans
is subject to a fixed interest rate for a period of not less than one year,
which Interest Rate Protection Agreements, in each case, shall be in form and
substance reasonably satisfactory to the Administrative Agent.

6.10 Additional Collateral. (a) With respect to any assets
acquired after the Effective Date by the Borrower or any of its Subsidiaries
or previously encumbered assets of the Borrower or any of its Subsidiaries
which become unencumbered (other than any assets described in paragraph (b)
of this subsection), promptly (and in any event within 10 days after the
acquisition thereof or after any such asset becoming unencumbered): (i)
execute and deliver to the Administrative Agent such amendments to the
relevant Security Documents or such other documents, if any, as the
Administrative Agent shall deem necessary or advisable to grant to the
Administrative Agent, for the benefit of the Lenders, a Lien on such assets,
(ii) take all actions, if

<PAGE>

any, necessary or advisable to cause such Lien to be duly perfected in
accordance with all applicable Requirements of Law, including the filing of
financing statements in such jurisdictions as may be requested by the
Administrative Agent, and (iii) if requested by the Administrative Agent,
deliver to the Administrative Agent legal opinions relating to the matters
described in clauses (i) and (ii) immediately preceding, which opinions shall
be in form and substance, and from counsel, reasonably satisfactory to the
Administrative Agent.

(b) With respect to any Capital Stock acquired after the date
hereof by the Borrower or any of its Subsidiaries (other than, prior to and
for so long as the Garden Programming Loan Agreement is in effect, Garden
Programming), promptly: (i) execute and deliver to the Administrative Agent,
for the benefit of the Lenders, such amendments to the relevant Pledge
Agreement or such other documents, if any, as the Administrative Agent shall
deem necessary or advisable to grant to the Administrative Agent, for the
benefit of the Lenders, a Lien on such Capital Stock which is owned by the
Borrower or any of its Subsidiaries, (ii) deliver to the Administrative Agent
(A) the certificates, if any, representing such Capital Stock, together with
undated stock powers executed and delivered in blank by an authorized officer
of the General Partner or such Subsidiary, as the case may be, or (B) if such
Capital Stock is issued by or in respect of a partnership or limited
liability company, a transaction statement confirming that such issuer has
registered the pledge of its Capital Stock on its books, (iii) if the Capital
Stock is issued or acquired by a Subsidiary of the Borrower acquired or
created after the Effective Date (this provision creating no implication that
the Borrower is permitted to create or acquire such Subsidiary), cause such
new Subsidiary (A) to become a party to the Subsidiary Guaranty, in each case
pursuant to documentation which is in form and substance satisfactory to the
Administrative Agent, and (B) to take all actions necessary or advisable to
create a duly perfected Lien in such Capital Stock and all assets of such
Subsidiary in accordance with all applicable Requirements of Law, including
entering into a Credit Party Pledge Agreement and a Credit Party Security
Agreement and the filing of financing statements in such jurisdictions as may
be requested by the Administrative Agent and (iv) if requested by the
Administrative Agent, deliver to the Administrative Agent legal opinions
relating to the matters described in clauses (i), (ii) and (iii) immediately
preceding, which opinions shall be in form and substance, and from counsel,
reasonably satisfactory to the Administrative Agent.

(c) Once the loans and all other amounts payable under the Garden
Programming Loan Agreement have been paid in full and the Garden Programming
Loan Agreement is no longer in effect, promptly cause Garden Programming to
become party to the Subsidiary Guaranty, the Credit Party Security Agreement
and the Credit Party Pledge Agreement and upon execution of such documents,
Garden Programming shall be deemed to be a Credit Party for all purposes
under this Agreement and the other Credit Documents.

6.11 Further Assurances. Upon the request of the Administrative
Agent, promptly perform or cause to be performed any and all acts and execute
or cause to be executed any and all documents (including financing statements
and continuation statements) for filing under the provisions of the UCC or
any other Requirement of Law which are necessary or

<PAGE>

advisable to maintain in favor of the Administrative Agent, for the benefit
of the Lenders, Liens on the Collateral that are duly perfected in accordance
with all applicable Requirements of Law.

6.12 Payment of Taxes. Pay and discharge all taxes, assessments
and governmental charges or levies imposed upon it or upon its income or
profits, or upon any properties belonging to it, prior to the date on which
penalties attach thereto, and all lawful claims which, if unpaid, might
become a Lien or charge upon any properties of the Borrower or any of its
Subsidiaries, provided that neither the Borrower nor any Subsidiary shall be
required to pay any such tax, assessment, charge, levy or claim which is
being contested in good faith and by proper proceedings if it has maintained
adequate reserves (in the good faith judgment of the management of the
General Partner) with respect thereto in accordance with GAAP.

6.13 Recording of MSG Mortgage. In the case of the Borrower,
promptly upon notice from the Administrative Agent at the time and upon the
occurrence of the events described in subsection 10.19, take such actions as
may be requested by the Administrative Agent to effect the recordation in the
appropriate offices of the MSG Mortgage, including in any event, paying all
recording fees required to be paid in connection therewith.

SECTION 7. NEGATIVE COVENANTS

The Borrower hereby agrees that, so long as the Commitments remain
in effect, any Letter of Credit remains outstanding or any Loan or other
amount is owing to any Lender (including the Overdraft Lender) or the
Administrative Agent hereunder, the Borrower shall not, and shall not permit
any of its Subsidiaries to, directly or indirectly:

7.1 Financial Condition Covenants.

(a) Consolidated Leverage Ratio. Permit the Consolidated Leverage
Ratio for any Test Period to exceed the ratio set forth opposite such Test
Period:

Test Period
Ending Ratio
--------------- --------------
<S> <C>

September 30, 1997 7.95:1
December 31, 1997 7.95:1

March 31, 1998 7.95:1
June 30, 1998 7.75:1
September 30, 1998 7.25:1

</TABLE>

<PAGE>

December 31, 1998 6.00:1

March 31, 1999 6.00:1
June 30, 1999 6.00:1
September 30, 1999 6.00:1
December 31, 1999 5.25:1

March 31, 2000 5.25:1
June 30, 2000 5.25:1
September 30, 2000 5.00:1
December 31, 2000 4.50:1

March 31, 2001 4.50:1
June 30, 2001 4.50:1
September 30, 2001 4.50:1
December 31, 2001 and thereafter 4.00:1

(b) Interest Coverage Ratio. At any time, permit the Interest
Coverage Ratio for any Test Period applicable at such time as set forth below
to be less than ratio set forth opposite such Test Period:

Test Period
Ending Ratio
--------------- --------------
<S> <C>
September 30, 1997 1.25:1
December 31, 1997 1.25:1

March 31, 1998 1.25:1
June 30, 1998 1.25:1
September 30, 1998 1.50:1
December 31, 1998 1.50:1

March 31, 1999 1.50:1
June 30, 1999 1.75:1
September 30, 1999 1.75:1
December 31, 1999 2.00:1

March 31, 2000 2.25:1
June 30, 2000 2.25:1

</TABLE>

<PAGE>

September 30, 2000 2.25:1
December 31, 2000 2.50:1

March 31, 2001 2.50:1
June 30, 2001 2.50:1
September 30, 2001 2.50:1
December 31, 2001 2.75:1

March 31, 2002 2.75:1
June 30, 2002 2.75:1
September 30, 2002 2.75:1
December 31, 2002 and thereafter 3.00:1

(c) Fixed Charge Coverage Ratio. Permit the Fixed Charge Coverage
Ratio at the end of any fiscal year of the Borrower to be less than the ratio
set forth opposite such fiscal year below:

Fiscal Year
Ending Ratio
___________ _____

December 31, 1998 1.10:1
December 31, 1999 and
each December 31 thereafter 1.20:1

; provided that, prior to and for so long as the Garden Programming Loan
Agreement is in effect, debt, income and interest expense of Garden Programming
shall not be considered for purposes of computing compliance with this
subsection 7.1.

7.2 Limitation on Indebtedness. Create, incur, assume or suffer to
exist any Indebtedness, except:

(a) Indebtedness incurred pursuant to this Agreement or the other
Credit Documents;

(b) Indebtedness owing by (i) any Subsidiary to another Subsidiary or
the Borrower or (ii) the Borrower to any Subsidiary;

(c) Capitalized Lease Obligations of the Borrower and/or a
Subsidiary, provided that the aggregate Capitalized Lease Obligations under
all Capital Leases entered into after the Initial Borrowing Date (other
than any Capitalized Lease entered into by the Borrower for a replacement
transponder) shall not exceed $25,000,000;

(d) Existing Indebtedness as listed on Schedule 4.23, without giving
effect to any subsequent extension, renewal or refinancing thereof;

<PAGE>

(e) Indebtedness of the Borrower to any Limited Partner or any Wholly
Owned Domestic Subsidiary of Cablevision, provided that such Indebtedness
is subordinated in all respects to the Indebtedness incurred pursuant to
this Agreement and the other Credit Documents and all terms of which
(including interest rates, maturity, covenants, events of default and
subordination provisions) are reasonably satisfactory to the Administrative
Agent;

(f) Indebtedness of the Borrower or any Subsidiary relating to
deferred compensation payments pursuant to contracts with athletes,
coaches, scouts and independent talent contractors (including broadcast
personalities) entered into by the Borrower or such Subsidiary in the
normal course of business within the context of the professional sports
industry;

(g) Indebtedness in respect of (x) performance bonds and bid bonds or
other similar obligations arising in the ordinary course of business, and
any refinancings thereof, (y) letters of credit issued in the ordinary
course of the Borrower's business in support of its obligations in respect
of workers compensation and insurance obligations and (z) appeal or
judgment bonds, provided that the obligations secured by such appeal and/or
judgment bonds do not exceed an aggregate at any one time outstanding of
$15,000,000 for the Borrower and its Subsidiaries, and provided further
that no such bond or similar obligation described in this clause (g) may be
provided to secure the repayment of other Indebtedness;

(h) guarantees made in the ordinary course of its business by the
Borrower of obligations of any Subsidiary, which obligations are otherwise
permitted under this Agreement;

(i) guarantees made in the ordinary course of business by the
Borrower or any of its Subsidiaries in connection with the booking,
promotion and presentation of events of the nature described in subsection
7.9(j); and

(j)Indebtedness of Garden Programming under the Garden Programming
Loan Agreement and refinancings thereof in an aggregate principal amount
not to exceed $20,000,000 at any one time outstanding (it being understood
and agreed that prior to and so long as the Garden Programming Loan
Agreement is in effect and Garden Programming shall not have become party
to the Subsidiary Guaranty and the Credit Party Security Agreement, none of
the foregoing exceptions (a) through (i) of this subsection 7.2 shall apply
to Garden Programming).

7.3 Limitation on Liens. Create, incur, assume or suffer to exist any
Lien upon any of its property, assets or revenues, whether now owned or
hereafter acquired, except for:

(a) Liens for taxes not yet due or Liens for taxes being contested in
good faith and by appropriate proceedings; provided that adequate reserves
with respect thereto are

<PAGE>

maintained on the books of the Borrower or its Subsidiaries, as the case
may be, in conformity with GAAP;

(b) carriers', statutory landlord's, warehousemen's, mechanics',
materialmen's, repairmen's or other like Liens arising in the ordinary
course of business which are not overdue for a period of more than 60 days
or which are being contested in good faith by appropriate proceedings;

(d) Liens on assets of the Borrower and each Subsidiary existing on
the Effective Date and listed on Schedule 7.3(d), without giving effect to
any subsequent extensions or renewals thereof; provided that such Lien
shall not apply to any other property or asset of the Borrower or any of
its Subsidiaries and such Lien shall secure only those obligations which it
secures on the date hereof;

(e) Liens securing judgements, decrees or attachments not exceeding,
as to the Borrower and all its Subsidiaries taken together, $15,000,000 in
aggregate amount at any one time outstanding;

(f) Liens (other than any Lien imposed by ERISA) incurred or deposits
made in the ordinary course of business in connection with workers'
compensation, unemployment insurance and other types of social security, or
to secure the performance of tenders, statutory obligations, surety and
appeal bonds, bids, leases, government contracts, performance and
return-of-money bonds and other similar obligations incurred in the
ordinary course of business (exclusive of obligations in respect of the
payment for borrowed money), provided, that the aggregate amount of
deposits at any time pursuant to this clause (f) shall not exceed
$10,000,000;

(g) easements, rights-of-way, restrictions, minor defects or
irregularities in title and other similar charges or encumbrances disclosed
in Exhibit B to the MSG Mortgage or incurred in the ordinary course of
business which, in the aggregate, are not substantial in amount and which
do not in any case materially detract from the value of the property
subject thereto or materially interfere with the ordinary conduct of the
business of the Borrower or such Subsidiary;

(h) any interest or title of a lessor under any lease permitted by
this Agreement;

(i) Liens created pursuant to Capital Leases permitted pursuant to
subsection 7.2(c);

<PAGE>

(j) all building codes and zoning ordinances and other laws,
ordinances, regulations, rules, orders or determinations of any federal,
state, county, municipal or other governmental authority now or hereafter
enacted;

(k) restrictions on the transfer of and the grant of security
interests with respect to the Teams imposed by the NBA, the NHL or any
other comparable governing body with respect to any sports franchise owned
by the Borrower or any of its Subsidiaries (pursuant to the NBA Rules, the
NHL Rules, the constitution of any other association with respect to any
other sports franchise owned by the Borrower or any of its Subsidiaries or
otherwise) so long as such restrictions apply generally to all professional
sports teams which are franchisees or members of the NBA, NHL or such other
association;

(l) deposits made by the Borrower or any of its Subsidiaries with
artists or third party promoters or in connection with the promotion of any
event at a venue as contemplated by subsection 7.9(j), in the ordinary
course of business and consistent with past practices;

(m) the obligations of the Borrower pursuant to the Partnership
Interest Transfer Agreement; and

(n) Liens granted by Garden Programming to the Garden Programming
Lenders pursuant to the Garden Programming Loan Agreement and the documents
executed in connection therewith (it being understood and agreed that prior
to and so long as the Garden Programming Loan Agreement is in effect and
Garden Programming shall not have become party to the Subsidiary Guaranty
and the Credit Party Security Agreement, none of the foregoing exceptions
(b) through (m) of this subsection 7.3 shall apply to Garden Programming).

7.4 Limitation on Fundamental Changes. Enter into any merger,
consolidation or amalgamation, or liquidate, wind up or dissolve itself (or
suffer any liquidation or dissolution), or dispose of all or substantially all
of its property, business or assets, or make any material change in the method
in which the Borrower and its Subsidiaries taken as a whole presently conduct
their business (but giving effect to the Transaction, whether or not the same
shall presently have been consummated), except:

(a) any Subsidiary of the Borrower may be merged or consolidated with
or into, or be liquidated into, the Borrower or any Subsidiary of the
Borrower in which at least 95% of the economic and voting interests are
held directly or indirectly by the Borrower (provided that, in the case of
a merger or consolidation involving the Borrower, the Borrower shall be the
surviving corporation and after giving effect to any of such transactions,
no Default or Event of Default shall exist);

<PAGE>

(b) any Subsidiary may sell, lease, transfer or otherwise dispose of
any or all of its property, business or assets (upon voluntary liquidation
or otherwise) to the Borrower or any Subsidiary of the Borrower in which at
least 95% of the economic and voting interests are held directly or
indirectly by the Borrower;

(c) the transactions contemplated by the Aircraft Contribution
Agreement and Section 6.08(b) of the Partnership Interest Transfer
Agreement;

(d) the merger or consolidation of any Person with or into the
Borrower or any of its Subsidiaries in connection with any investment in,
or purchase or acquisition of, Capital Stock, assets or property of another
Person which is otherwise not prohibited by this Agreement; and

(e) any merger or consolidation of any Subsidiary with or into any
Person in connection with (i) any sale of property or assets, or (ii) any
investment in, or purchase or acquisition of, Capital Stock, assets or
property of such other Person which upon the consummation of such merger or
consolidation becomes a Subsidiary of the Borrower, in each case which is
otherwise not prohibited by this Agreement;

provided that none of the foregoing exceptions described in clauses (a) through
(e) shall be applicable to Garden Programming prior to and so long as the Garden
Programming Loan Agreement is in effect.

7.5 Limitation on Purchase or Sale of Assets. Dispose of any of its
property, business or assets (including receivables and leasehold interests),
whether now owned or hereafter acquired, or issue or sell any shares of Capital
Stock of any Subsidiary to any Person or purchase, lease or otherwise acquire
for value all or any part of the property or assets of any Person, except:

(a) the sale or disposition by the Borrower or any of its Subsidiaries
of inventory or obsolete equipment or excess equipment no longer needed in
the conduct of the business in the ordinary course of business;

(b) purchases or other acquisitions by the Borrower or any of its
Subsidiaries of inventory, leases, materials and equipment in the ordinary
course of business;

(c) purchases or redemptions by the Borrower from time to time with
the proceeds of a cash contribution to the Borrower by Cablevision or
Rainbow of all or any part of the remaining partnership interests in the
Borrower held by ITT MSG as of the Effective Date pursuant to the
Partnership Interest Transfer Agreement or the Limited Partnership
Agreement;

(d) the issuance or sale of Capital Stock of a Subsidiary to the
Borrower or to another Subsidiary;

<PAGE>

(e) capital expenditures to the extent within the limitations set
forth in subsection 7.8 hereof;

(f) the investments, acquisitions and transfers or dispositions of
properties permitted pursuant to subsection 7.9;

(g) each of the Borrower and its Subsidiaries may lease (as lessee)
real or personal property in the ordinary course of business (so long as
such lease does not create a Capitalized Lease Obligation not otherwise
permitted by subsection 7.2(c)) to the extent within the limitations set
forth in subsection 7.6;

(h) licenses or sublicenses by the Borrower and its Subsidiaries of
software, customer lists, trademarks and other intellectual property in the
ordinary course of business, provided that such licenses or sublicenses
shall not interfere with the business of the Borrower or any Subsidiary or
adversely impact the Lenders hereunder in any material respect;

(i) Signage Sales shall be permitted, so long as any non-cash
consideration received therefrom shall be pledged to the Administrative
Agent, for the benefit of the Lenders, pursuant to the Credit Party Pledge
Agreement;

(j) the Partnership Transaction shall be permitted in accordance with
the terms of the Partnership Interest Transfer Agreement;

(k) the Borrower or any of its Subsidiaries may sell or otherwise
dispose of or purchase or otherwise acquire any contract of an athlete and
execute trades of athletes in the normal course of business within the
context of the professional sports industry;

(l) the Borrower or any of its Subsidiaries may sell or otherwise
dispose for cash at fair market value of the right to broadcast on radio
and television games played by the New York Knickerbockers Basketball Club,
the New York Rangers Hockey Club or any other professional sports team
owned by the Borrower or its Subsidiaries or acquired by the Borrower or
its Subsidiaries in accordance with the terms of subsection 7.15 and the
other provisions of this Agreement (collectively, the "Teams") and any
other event of the type described in subsection 7.9(j);

(m) acquisitions of broadcast rights with respect to any programming
for broadcast on the Madison Square Garden Network or SportsChannel New
York, otherwise in compliance with this Agreement;

(n) the Borrower may license, sublicense or otherwise transfer the
rights to operate concession businesses in Madison Square Garden or the
Theater at Madison Square Garden;

<PAGE>

(o) Permitted Acquisitions in accordance with subsection 7.15;

(p) the acquisition and lease by the Borrower or any of its
Subsidiaries of the Aircraft as contemplated by the Aircraft Contribution
Agreement and the Partnership Interest Transfer Agreement;

(q) the disposition by the Borrower of two buildings located at 412
Eighth Avenue, New York, New York and 414 Eighth Avenue, New York, New
York, for an aggregate amount of approximately $2.6 million; and

(r) the sale or disposition by Garden Programming of any or all of its
assets in connection with the exercise by the Garden Programming Lenders of
any enforcement rights with respect to the collateral provided by Garden
Programming under the Garden Programming Loan Agreement and the documents
executed in connection therewith (it being understood and agreed that prior
to and so long as the Garden Programming Loan Agreement is in effect and
Garden Programming shall not have become party to the Subsidiary Guaranty
and the Credit Party Security Agreement, none of the foregoing exceptions
(a) through (q) of this subsection 7.5 shall apply to Garden Programming).

7.6 Limitation on Leases. Permit the aggregate payments (including
any property taxes paid by the Borrower and its Subsidiaries as additional rent
or lease payments) by the Borrower and its Subsidiaries on a consolidated basis
under agreements in effect as of the Initial Borrowing Date and/or entered into
after the Initial Borrowing Date (including any such agreement that is an
extension, replacement, substitution, or renewal of any agreement entered into
prior to such date) to rent or lease any real or personal property for a term of
three years or longer (including any periods for renewal by the Borrower or its
Subsidiaries at their sole option) (exclusive of Capitalized Lease Obligations)
to exceed $15,000,000, less any amount of payments relating to any Capital Lease
of the Borrower for a replacement transponder, in any fiscal year of the
Borrower.

7.7 Limitation on Dividends. Declare or pay any dividend (other than
dividends payable solely in Capital Stock of the Person making such dividend)
on, or make any payment on account of, or set apart assets for a sinking or
other analogous fund for, the purchase, redemption, defeasance, retirement or
other acquisition of, any Capital Stock of the Borrower or any Subsidiary,
whether now or hereafter outstanding, or make any other distribution in respect
thereof, either directly or indirectly, whether in cash or property or in
obligations of the Borrower or any Subsidiary (collectively, "Restricted
Payments"), except that:

(a) any Subsidiary of the Borrower may make Restricted Payments to the
Borrower or to another Subsidiary (other than, prior to and so long as the
Garden Programming Loan Agreement is in effect and Garden Programming shall
not have become party to the Subsidiary Guaranty and the Credit Party
Security Agreement, to Garden Programming);

<PAGE>

(b) the Borrower may make cash distributions to any Partner pursuant
to the Limited Partnership Agreement solely to enable such Partner to make
tax payments with respect to such Partner's share of the Borrower's income
or gains;

(c) the Borrower may create and make payments to its employees
pursuant to any "phantom" equity incentive plan created in the ordinary
course of business for its employees;

(d) the Partnership Transaction and other payments pursuant to the
Partnership Interest Transfer Agreement shall be permitted in accordance
with the terms of the Partnership Interest Transfer Agreement;

(e) the transaction contemplated by subsection 7.5(c);

(f) for avoidance of doubt, the repayment of any "Partner Loans" (as
defined in the Limited Partnership Agreement) permitted to be made pursuant
to subsection 7.2(e) shall be permitted; and

(g) for avoidance of doubt, the adjustment of the "Profit Percentage"
(as defined in the Limited Partnership Agreement) of ITT MSG (or any Person
substituted for ITT MSG as a limited partner of the Borrower) in connection
with the contribution of the Aircraft to the Borrower or any of its
Subsidiaries as contemplated by the Aircraft Contribution Agreement and the
Limited Partnership Agreement.

7.8 Limitation on Capital Expenditures. (a) Make Consolidated
Capital Expenditures, provided that the Borrower and its Subsidiaries (other
than, prior to and so long as the Garden Programming Loan Agreement is in effect
and Garden Programming shall not have become party to the Subsidiary Guaranty
and the Credit Party Security Agreement, Garden Programming) may make
Consolidated Capital Expenditures during each fiscal year set forth below so
long as the aggregate amount of Consolidated Capital Expenditures made during
such fiscal year does not exceed the amount set forth opposite such fiscal year:

Fiscal Year Ending Amount
__________________ ______

December 31, 1997 $25,000,000
December 31, 1998 25,000,000
December 31, 1999 12,000,000
December 31, 2000 12,000,000
December 31, 2001 10,000,000
December 31, 2002 10,000,000
December 31, 2003 10,000,000
December 31, 2004 10,000,000

<PAGE>

(b) Notwithstanding anything to the contrary contained in clause (a)
above, to the extent that Consolidated Capital Expenditures made by the Borrower
and its Subsidiaries during any fiscal year are less than the amount permitted
to be made for such fiscal year pursuant to clause (a) (without taking into
account any increase in the amount permitted during such period as a result of
this clause (b)) the amount of such difference may be carried forward to the
immediately succeeding fiscal year and utilized to make Consolidated Capital
Expenditures in excess of the amount permitted above in such following fiscal
year with any such carried over amounts being deemed to be the last amounts
expended in any year to which they are carried over.

7.9 Limitation on Investments, Loans and Advances. Make any advance,
loan, extension of credit (by way of guaranty or otherwise) or capital
contribution to, or purchase any stock, bonds, notes, debentures or other
securities of or any assets constituting a business unit of, or make any other
investment in, any other Person, except:

(a) investments in cash and Cash Equivalents;

(b) the Borrower and any Subsidiary may acquire and hold receivables
owing to them, if created or acquired in the ordinary course of business
and payable or dischargeable in accordance with customary trade terms;

(d) loans and advances (A) to employees (other than sports team
executives, scouts, athletes and coaches) in the ordinary course of
business in an aggregate principal amount not to exceed $250,000 at any
time outstanding and (B) to sports team executives, scouts, athletes and
coaches in the normal course of business within the context of the
professional sports industry;

(e) the Borrower and each Subsidiary may acquire and own investments
(including debt obligations) received in connection with the bankruptcy or
reorganization of suppliers and customers and in settlement of delinquent
obligations of, and other disputes with, customers and suppliers arising in
the ordinary course of business;

(f) advances, investments and loans in existence on the Initial
Borrowing Date and listed on Schedule 7.9(f), without giving effect to any
additions thereto or replacements thereof;

(g) investments in the Capital Stock of a Subsidiary;

(h) the Borrower or any of its Subsidiaries may (i) purchase stock,
partnership or other ownership interests in any Person organized under the
sponsorship or promotion of the NBA, the NHL or any other comparable
governing body with respect to any sports franchise owned by the Borrower
or any of its Subsidiaries and in which the other

<PAGE>

franchisees or members of the NBA, the NHL or any other comparable
governing body with respect to any sports franchise owned by the Borrower
or any of its Subsidiaries are generally investing or afforded the
opportunity to invest or (ii) enter into a joint venture or similar
arrangement which joint venture or similar arrangement is being sponsored
or promoted by the NBA, the NHL or any other comparable governing body with
respect to any sports franchise owned by the Borrower or any of its
Subsidiaries or is a joint venture or similar arrangement in which the
other franchisees or members of the NBA, the NHL or any other comparable
governing body with respect to any sports franchise owned by the Borrower
or any of its Subsidiaries are generally investing or afforded the
opportunity to invest so long as the purchase of such stock, partnership or
other ownership interests or the investment in such joint venture or
similar arrangement, as the case may be, is in generally the same amounts
or proportions as such other franchisees or members;

(i) investments in any of the NBA Entities or NHL Entities or any of
their respective Subsidiaries or Affiliates so long as the other
franchisees or members of the NBA, the NHL or any other comparable
governing body with respect to any sports franchise owned by the Borrower
or any of its Subsidiaries are generally investing or afforded the
opportunity to invest and such investments are generally in the same
amounts or proportions as such other franchisees or members;

(j) the Borrower or any of its Subsidiaries may enter into joint
venture or other similar arrangements (so long as such person has no
obligations to make capital contributions in excess of $10,000,000 in the
aggregate for all such arrangements at any one time outstanding) with
respect to the booking, promotion and presentation of concerts, family and
variety shows, conventions, sport summer camps and sports and other events
to be staged at Madison Square Garden or the Theater at Madison Square
Garden or at any other arena or similar facility in the United States of
America or Canada;

(k) loans or advances made to the Borrower or any Subsidiary;

(l) advances by the Borrower to performers or artists, in the
ordinary course of business and consistent with past practices, in
connection with anticipated box office receipts relating to performances by
such performers or artists or in connection with the performers' or
artists' minimum guaranty or other amount to which the artists or
performers may be entitled;

(m) advances by the Borrower to third party promoters, in the
ordinary course of business and consistent with past practices, in
connection with anticipated box office receipts relating to performances by
a performer or artist represented or booked by such third party promoter;

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73
(n) advances by the Borrower to performers or artists, in the
ordinary course of business and consistent with past practices, in
connection with anticipated proceeds from licensing and merchandising
agreements relating to such performers or artists;

(o) investments in Permitted Acquisitions in accordance with
subsection 7.15;

(p) for avoidance of doubt, the Partnership Transaction and the
transaction contemplated by subsection 7.5(c);

(q) in the event Garden Programming enters into the Garden Programming
Loan Agreement and so long as no Default or Event of Default shall have
occurred and be continuing at such time, investments by the Borrower in
Garden Programming in an aggregate amount not to exceed $20,000,000 plus,
in the event the counterparty to the Garden Programming Accommodation
Arrangements defaults or otherwise would default on its obligations
thereunder, additional investments by the Borrower in Garden Programming to
satisfy the obligations of Garden Programming under the Garden Programming
Loan Agreement (it being understood and agreed that prior to and so long as
the Garden Programming Loan Agreement is in effect and Garden Programming
shall not have become party to the Subsidiary Guaranty and the Credit Party
Security Agreement, none of the foregoing exceptions (a) through (p) of
this subsection 7.9 shall apply to Garden Programming); and

(r) the Garden Programming Accommodation Arrangements.

7.10 Limitation on Optional Payments and Modifications of Debt
Instruments, etc. (a) Make or offer to make any optional payment, prepayment,
repurchase or redemption of any Indebtedness (other than the Loans or the loans
under the Garden Programming Loan Agreement or as contemplated by the
Transaction) or (b) amend, modify, waive or otherwise change, or consent or
agree to any amendment, modification, waiver or other change to, any of the
terms of any such Indebtedness other than the loans under the Garden Programming
Loan Agreement (other than or as contemplated by the Transaction or any such
amendment, modification, waiver or other change which (i) would extend the
maturity or reduce the amount of any payment of principal thereof or which would
reduce the rate or extend the date for payment of interest thereon and (ii) does
not involve the payment of a consent fee).

7.11 Limitation on Transactions with Affiliates. Enter into any
transaction, including any purchase, sale, lease or exchange of property or the
rendering of any service, with any Affiliate (other than the Borrower or any
Subsidiary (other than, prior to and so long as the Garden Programming Loan
Agreement is in effect and Garden Programming shall not have become party to the
Subsidiary Guaranty and the Credit Party Security Agreement, Garden Programming)
unless such transaction is (a) otherwise permitted under this Agreement, (b) in
the ordinary course of business of the Borrower or such Subsidiary, as the case
may be, and (c) upon fair and reasonable terms no less favorable to the Borrower
or such Subsidiary, as the case may be, than it would obtain in a comparable
arm's length transaction with a Person which is not an

<PAGE>

Affiliate; provided that the foregoing restrictions shall not apply to: (i)
employment arrangements entered into in the ordinary course of business with
officers of the Borrower and its Subsidiaries, (ii) customary fees paid to
members of the Board of Directors of the General Partner of the Borrower, (iii)
the Affiliation Agreement, dated June 30, 1989, among Cablevision Systems
Corporation, AR Cable Services, Inc., V Cable Inc. and Cablevision of New York
City Phase I and MSG Network and any renewal and extension thereof upon
comparable terms or upon terms no less favorable to the Borrower, (iv) the
transaction contemplated by subsection 7.5(c), and (v) an aircraft services
and/or lease agreement entered into pursuant to Section 6.08(b) of the
Partnership Interest Transfer Agreement or upon terms no less favorable to the
Borrower.

7.12 Limitation on Sales and Leasebacks. Enter into any arrangement
with any Person providing for the leasing by the Borrower or any Subsidiary of
real or personal property which has been or is to be sold or transferred by the
Borrower or such Subsidiary to such Person or to any other Person to whom funds
have been or are to be advanced by such first Person on the security of such
property or rental obligations of the Borrower or such Subsidiary.

7.13 Limitation on Changes in Fiscal Periods. Permit the fiscal year
of the Borrower or any Subsidiary to end on a day other than December 31 or any
fiscal quarter to end on a day other than March 31, June 30, September 30 and
December 31 of each year.

7.14 Limitation on Negative Pledge Clauses. Enter into with any
Person, or suffer to exist, any agreement, other than (a) this Agreement and the
other Credit Documents, any Application and the Letters of Credit and (b) in the
case of clause (i) below only, any agreements governing any purchase money Liens
or Capital Lease Obligations otherwise permitted hereby (in which case, any
prohibition or limitation shall only be effective against the assets financed
thereby), which prohibits or limits the ability of the Borrower or any of its
Subsidiaries (other than, prior to and so long as the Garden Programming Loan
Agreement is in effect, Garden Programming) to (i) create, incur, assume or
suffer to exist any Lien upon any of its property or revenues, whether now owned
or hereafter acquired, or (ii) pay dividends or make other distributions, or pay
any Indebtedness owed, to the Borrower or any of its Subsidiaries.

7.15 Limitation on Lines of Business. (a) Enter into any business,
either directly or through any Subsidiary, except for those businesses in which
the Borrower and its Subsidiaries are engaged on the date of this Agreement
(after giving effect to the consummation of the Contribution and the acquisition
of the Aircraft, whether or not the same shall have occurred at the date hereof)
or which are reasonably related thereto; provided that, so long as no Default or
Event of Default shall have occurred and be continuing, the Borrower shall be
permitted to acquire a sports franchise or other entertainment operation to
utilize the Madison Square Garden and the Theater at Madison Square Garden (a
"Permitted Acquisition") so long as the consideration (cash or otherwise)
payable by the Borrower in connection with any individual Permitted Acquisition
shall not exceed $10,000,000 and the aggregate consideration (cash or otherwise)
payable by the Borrower for all such Permitted Acquisitions shall not exceed
$25,000,000 or (b) notwithstanding any other provision of this Agreement to the
contrary, so

<PAGE>

long as the Garden Programming Loan Agreement is in effect and Garden
Programming shall not have become party to the Subsidiary Guaranty and the
Credit Party Security Agreement, permit Garden Programming to engage in any
business, form any Subsidiaries or enter into any agreements or transactions
other than the Garden Programming Accommodation Arrangements, the Garden
Programming Loan Agreement and the other documents executed in connection
therewith and any transactions incidental thereto.

7.16 Amendments, etc. Amend, modify or change in any manner adverse
in any material respect to the interests of the Lenders the Partnership Interest
Transfer Agreement, the Aircraft Contribution Agreement, the SportsChannel
Contribution Agreement, the Letter Agreement, the Limited Partnership Agreement
or any partnership agreement or certificate of incorporation or by-laws of any
Credit Party or any agreement entered into by any Credit Party with respect to
its partnership interests or capital stock.

7.17 Limitation on New Subsidiaries. Other than Garden Programming,
subject to compliance with the other terms and conditions of this Agreement,
create or otherwise acquire after the Effective Date one or more new
Subsidiaries (each, a "New Subsidiary"), unless (i) the Person or Persons owning
such New Subsidiary shall be or have become a party to the Credit Party Pledge
Agreement or, if applicable, a Pledge Agreement substantially similar to a Team
Pledge Agreement, and shall have delivered to the Administrative Agent, as
pledgee thereunder for the benefit of the Lenders, all of the certificates
representing the "Collateral" referred to and as defined therein, (ii) any such
New Subsidiary shall have become a party to the Subsidiary Guaranty and (iii)
any such New Subsidiary shall have become party to the Credit Party Security
Agreement or, if applicable, a Security Agreement substantially similar to a
Team Security Agreement, covering all of such New Subsidiary's present and
future Security Agreement Collateral.

SECTION 8. EVENTS OF DEFAULT

If any of the following events (each, an "Event of Default") shall
occur and be continuing:

(a) The Borrower shall fail to pay any principal of any Loan or
Reimbursement Obligation when due in accordance with the terms hereof; or
the Borrower shall fail to pay any interest on any Loan or Reimbursement
Obligation, or any other amount payable hereunder or under any other Credit
Document, within five days after any such interest or other amount becomes
due in accordance with the terms hereof; or

(b) Any representation or warranty made or deemed made by any Credit
Party herein or in any other Credit Document or which is contained in any
certificate, document or financial or other statement furnished by it at
any time under or in connection with this Agreement or any such other
Credit Document shall prove to have been inaccurate in any material respect
on or as of the date made or deemed made; or

<PAGE>

(c) Any Credit Party shall (i) default in the due performance or
observance by it of any term, covenant or agreement contained in subsection
6.13 or Section 7, or (ii) default in the due performance or observance by
it of any term, covenant or agreement (other than those referred to in
Section 8(a), Section 8(b) or clause (i) of this Section 8(c)) contained in
this Agreement or any other Credit Document (including the MSG Mortgage)
and such default in this clause (ii) shall continue unremedied for a period
of at least 30 days after notice to the defaulting party by the
Administrative Agent or the Required Lenders; or

(d) (i) The Borrower or any of its Subsidiaries shall (A) default in
any payment with respect to any Indebtedness (other than the Obligations)
beyond the period of grace, if any, applicable thereto or (B) default in
the observance or performance of any other agreement or condition relating
to any such Indebtedness or contained in any instrument or agreement
evidencing, securing or relating thereto, or any other event shall occur or
condition exist, the effect of which default or other event or condition is
to cause, or to permit the holder or beneficiary of such Indebtedness (or a
trustee or agent on behalf of such holder or beneficiary) to cause any such
Indebtedness to become due prior to its stated maturity; or (ii) any such
Indebtedness of the Borrower or any of its Subsidiaries shall be declared
to be due and payable, or required to be prepaid other than by a regularly
scheduled required prepayment, prior to the stated maturity thereof;
provided that it shall not constitute an Event of Default pursuant to this
paragraph (d) unless the principal amount of such Indebtedness, either
individually or in the aggregate, referred to in clauses (i) and (ii) above
exceeds $15,000,000 at the time of such default or declaration, as the case
may be; or

(e) (i) The Borrower or any of its Subsidiaries shall commence any
case, proceeding or other action (A) under any existing or future law of
any jurisdiction, domestic or foreign, relating to bankruptcy, insolvency,
reorganization or relief of debtors, seeking to have an order for relief
entered with respect to it, or seeking to adjudicate it a bankrupt or
insolvent, or seeking reorganization, winding-up, liquidation, dissolution,
composition or other relief with respect to it or its debts, or (B) seeking
appointment of a receiver, trustee, custodian, conservator or other similar
official for it or for all or any substantial part of its assets, or the
Borrower or any of its Subsidiaries shall make a general assignment for the
benefit of its creditors; or (ii) there shall be commenced against the
Borrower or any of its Subsidiaries any case, proceeding or other action of
a nature referred to in clause (i) above which (A) results in the entry of
an order for relief or any such adjudication or appointment or (B) remains
undismissed, undischarged or unbonded for a period of 60 days; or (iii)
there shall be commenced against the Borrower or any of its Subsidiaries
any case, proceeding or other action seeking issuance of a warrant of
attachment, execution, distraint or similar process against all or any
substantial part of its assets which results in the entry of an order for
any such relief which shall not have been vacated, discharged, or stayed or
bonded pending appeal within 60 days from the entry thereof; or (iv) the
Borrower or any of its Subsidiaries shall take any action in furtherance
of, or indicating its consent to, approval

<PAGE>

of, or acquiescence in, any of the acts set forth in clause (i), (ii), or
(iii) above; or (v) the Borrower or any of its Subsidiaries shall generally
not, or shall be unable to, or shall admit in writing its inability to, pay
its debts as they become due; or

(f) (i) A Single Employer Plan established by the Borrower, any of its
Subsidiaries or any ERISA Affiliate shall fail to maintain the minimum
funding standard required by Section 412 of the Code for any plan year or a
waiver of such standard or extension of any amortization period is sought
or granted under Section 412 of the Code or shall provide security to
induce the issuance of such waiver or extension, any Plan is or shall have
been or is likely to be terminated or the subject of termination
proceedings under ERISA or an event has occurred entitling the PBGC to
terminate a Plan under Section 4042(a) of ERISA, any Plan shall have an
Unfunded Current Liability or the Borrower or a Subsidiary or any ERISA
Affiliate has incurred or is likely to incur a material liability to or on
account of a termination of or a withdrawal from a Plan under Section 409,
502(i), 502(1), 515, 4062, 4063, 4064, 4069, 4201, 4204 or 4212 of ERISA or
Section 401(a)(29), 4971 or 4975 of the Code; and (ii) there shall result
from any such event or events described in the preceding clause (i) of this
Section 8(f) the imposition of a Lien upon the assets of the Borrower or
any Subsidiary, the granting of a security interest, or a liability or a
material risk of incurring a liability, and (c) in each case which Lien,
security interest or liability, individually and/or in the aggregate, would
be reasonably likely to have, in the reasonable opinion of the Required
Lenders, a Material Adverse Effect; or

(g) One or more judgments or decrees shall be entered against the
Borrower or any of its Subsidiaries involving in the aggregate a liability
(not paid or to the extent not covered by insurance as to which the
relevant insurance company has acknowledged coverage) of $15,000,000 or
more, and all such judgments or decrees shall not have been vacated,
discharged, stayed or bonded pending appeal within 60 days from the entry
thereof; or

(h) (i) Any Security Document shall cease, for any reason, to be in
full force and effect, or the Borrower or any Credit Party shall so assert
or (ii) the Lien created by any of the Security Documents shall cease to be
enforceable and of the same effect and priority purported to be created
thereby; or

(i) The Subsidiary Guaranty shall cease, for any reason, to be in full
force and effect with respect to any or all of the Subsidiaries or any
Subsidiary shall so assert; or

(j) A Change of Control shall occur;

then, and in any such event, (A) if such event is an Event of Default specified
in clause (i) or (ii) of Section 8(e) above with respect to the Borrower,
automatically the Commitments shall immediately terminate and the Loans
hereunder (with accrued interest thereon) and all other amounts owing under this
Agreement and the other Credit Documents (including all amounts of

<PAGE>

L/C Obligations, whether or not the beneficiaries of the then outstanding
Letters of Credit shall have presented the documents required thereunder) shall
immediately become due and payable, and (B) if such event is any other Event of
Default, any or all of the following actions may be taken: (i) with the consent
of the Majority Revolving Credit Facility Lenders, the Administrative Agent may,
or upon the request of the Majority Revolving Credit Facility Lenders, the
Administrative Agent shall, by notice to the Borrower declare the Revolving
Credit Commitments to be terminated forthwith, whereupon the Revolving Credit
Commitments shall immediately terminate; (ii) with the consent of the Overdraft
Lender, the Administrative Agent may, or upon the request of the Overdraft
Lender, the Administrative Agent shall, by notice to the Borrower declare the
Overdraft Commitment to be terminated forthwith, whereupon the Overdraft
Commitment shall immediately terminate; (iii) with the consent of the Required
Lenders, the Administrative Agent may, or upon the request of the Required
Lenders, the Administrative Agent shall, by notice to the Borrower, declare the
Loans hereunder (with accrued interest thereon) and all other amounts owing
under this Agreement and the other Credit Documents (including all amounts of
L/C Obligations, whether or not the beneficiaries of the then outstanding
Letters of Credit shall have presented the documents required thereunder) to be
due and payable forthwith, whereupon the same shall immediately become due and
payable; and (iv) with the consent of the Overdraft Lender, the Administrative
Agent may, or upon the request of the Overdraft Lender, the Administrative Agent
shall, by notice to the Borrower, declare the outstanding Overdraft Advances
hereunder (with accrued interest thereon) and all other amounts owing with
respect thereto to be due and payable forthwith, whereupon the same shall
immediately become due and payable. With respect to all Letters of Credit with
respect to which presentment for honor shall not have occurred at the time of an
acceleration pursuant to this paragraph, the Borrower shall at such time deposit
in a cash collateral account opened by the Administrative Agent an amount equal
to the aggregate then undrawn and unexpired amount of such Letters of Credit.
Amounts held in such cash collateral account shall be applied by the
Administrative Agent to the payment of drafts drawn under such Letters of
Credit, and the unused portion thereof after all such Letters of Credit shall
have expired or been fully drawn upon, if any, shall be applied to repay other
obligations of the Borrower hereunder and under the other Credit Documents.
After all such Letters of Credit shall have expired or been fully drawn upon,
all Reimbursement Obligations shall have been satisfied and all other
obligations of the Borrower hereunder and under the other Credit Documents shall
have been paid in full, the balance, if any, in such cash collateral account
shall be returned to the Borrower (or such other Person as may be lawfully
entitled thereto). Except as otherwise expressly provided above in this Section
8, the Borrower waives presentment, demand, protest or other notice of any kind.

SECTION 9. The Administrative Agent.

9.1 Appointment. Each Lender hereby irrevocably designates and
appoints the Administrative Agent as the agent of such Lender under this
Agreement and the other Credit Documents, and each Lender irrevocably authorizes
the Administrative Agent, in such capacity, to take such action on its behalf
under the provisions of this Agreement and the other Credit Documents and to
exercise such powers and perform such duties as are expressly delegated to the

<PAGE>

Administrative Agent by the terms of this Agreement and the other Credit
Documents, together with such other powers as are reasonably incidental thereto
to the extent permitted by applicable law. Each Lender hereby irrevocably
authorizes the Administrative Agent to take such action on its behalf under the
provisions of this Agreement, the other Credit Documents and any other
instruments and agreements referred to herein or therein including the NBA
Financing Consent Letter and the NHL Financing Consent Letter, and to exercise
such powers and to perform such duties hereunder and thereunder as are
specifically delegated to or required of the Administrative Agent by the terms
hereof and thereof and such other powers as are reasonably incidental thereto.
The Administrative Agent may perform any of its duties hereunder and under the
other Credit Documents and any other instruments and agreements referred to
herein and therein including the NBA Financing Consent Letter and the NHL
Financing Consent Letter, by or through its respective officers, directors,
agents, employees or affiliates. Notwithstanding any provision to the contrary
elsewhere in this Agreement, the Administrative Agent shall not have any duties
or responsibilities, except those expressly set forth herein, or any fiduciary
relationship with any Lender, and no implied covenants, functions,
responsibilities, duties, obligations or liabilities shall be read into this
Agreement or any other Credit Document or otherwise exist against the
Administrative Agent.

9.2 Delegation of Duties. The Administrative Agent may execute any of
its duties under this Agreement and the other Credit Documents by or through
agents or attorneys-in-fact and shall be entitled to advice of counsel
concerning all matters pertaining to such duties. The Administrative Agent
shall not be responsible for the negligence or misconduct of any agents or
attorneys in-fact selected by it with reasonable care.

9.3 Non-Reliance on the Administrative Agent. Each Lender expressly
acknowledges that neither the Administrative Agent nor any of its officers,
directors, employees, agents, attorneys-in-fact or Affiliates has made any
representations or warranties to it and that no act by the Administrative Agent
hereinafter taken, including any review of the affairs of the Borrower, shall be
deemed to constitute any representation or warranty by the Administrative Agent
to any Lender. Independently and without reliance upon the Administrative
Agent, each Lender has made and shall continue to make (i) its own independent
investigation of the financial condition and affairs of the Borrower and its
Subsidiaries in connection with the making and the continuance of the Loans and
the taking or not taking of any action in connection herewith and (ii) its own
appraisal of the creditworthiness of the Borrower and its Subsidiaries and,
except as expressly provided in this Agreement, the Administrative Agent shall
not have any duty or responsibility, either initially or on a continuing basis,
to provide any Lender with any credit or other information with respect thereto,
whether coming into its possession before the making of the Loans or at any time
or times thereafter. Neither the Administrative Agent nor any of its respective
officers, directors, employees, agents, attorneys-in-fact or affiliates shall be
(i) liable for any action lawfully taken or omitted to be taken by it or such
Person under or in connection with this Agreement or any other Credit Document
(except to the extent that any of the foregoing are found by a final and
nonappealable decision of a court of competent jurisdiction to have resulted
from its or such Person's own gross negligence or willful misconduct) or (ii)
responsible in any manner to any Lender for any recitals, statements,
information, representations or

<PAGE>

warranties herein or in any document, certificate or other writing delivered in
connection herewith or for the execution, effectiveness, genuineness, validity,
enforceability, perfection, collectibility, priority or sufficiency of this
Agreement or any other Credit Document or the financial condition of the
Borrower and its Subsidiaries or be required to make any inquiry concerning
either the performance or observance of any of the terms, provisions or
conditions of this Agreement or any other Credit Document or the financial
condition of the Borrower and its Subsidiaries.

9.4 Notice of Default. The Administrative Agent shall not be deemed
to have knowledge or notice of the occurrence of any Default or Event of Default
hereunder unless the Administrative Agent has received notice from a Lender or
the Borrower referring to this Agreement, describing such Default or Event of
Default and stating that such notice is a "notice of default". In the event
that the Administrative Agent receives such a notice, the Administrative Agent
shall give notice thereof to the Lenders. The Administrative Agent shall take
such action with respect to such Default or Event of Default as shall be
reasonably directed by the Required Lenders (or, if so specified by this
Agreement, all Lenders); provided that unless and until the Administrative Agent
shall have received such directions, the Administrative Agent may (but shall not
be obligated to) take such action, or refrain from taking such action, with
respect to such Default or Event of Default as it shall deem advisable and in
the best interests of the Lenders.

9.5 Certain Rights of the Administrative Agent. If the Administrative
Agent shall request instructions from the Required Lenders with respect to any
act or action (including failure to act) in connection with this Agreement or
any other Credit Document, the Administrative Agent shall be entitled to refrain
from such act or taking such action unless and until the Administrative Agent
shall have received instructions from the Required Lenders; and the
Administrative Agent shall not incur liability to any Person by reason of so
refraining. Without limiting the foregoing, no Lender shall have any right of
action whatsoever against the Administrative Agent as a result of the
Administrative Agent acting or refraining from acting hereunder or under any
other Credit Document in accordance with the instructions of the Required
Lenders or, if required hereunder, all the Lenders.

9.6 Reliance by Administrative Agent. The Administrative Agent shall
be entitled to rely, and shall be fully protected in relying, upon any
instrument, writing, resolution, notice, consent, certificate, affidavit,
letter, telecopy, telex or teletype message, statement, order or other document
or conversation believed by it to be genuine and correct and to have been
signed, sent or made by the proper Person or Persons and upon advice and
statements of legal counsel (including counsel to the Borrower), independent
accountants and other experts selected by the Administrative Agent. The
Administrative Agent may deem and treat the payee of any Note as the owner
thereof for all purposes unless a written notice of assignment, negotiation or
transfer thereof shall have been filed with the Administrative Agent. The
Administrative Agent shall be fully justified in failing or refusing to take any
action under this Agreement or any other Credit Document unless it shall first
receive such advice or concurrence of the Required Lenders (or, if so specified
by this Agreement, all Lenders) as it deems appropriate or it shall first be

<PAGE>

indemnified to its satisfaction by the Lenders against any and all liability and
expense which may be incurred by it by reason of taking or continuing to take
any such action. The Administrative Agent shall in all cases be fully protected
in acting, or in refraining from acting, under this Agreement and the other
Credit Documents in accordance with a request of the Required Lenders (or, if so
specified by this Agreement, all Lenders), and such request and any action taken
or failure to act pursuant thereto shall be binding upon all the Lenders and all
future holders of the Loans.

9.7 Indemnification. The Lenders agree to indemnify the
Administrative Agent in its capacity as such (to the extent not reimbursed by
the Borrower and without limiting the obligation of the Borrower to do so),
ratably according to their respective Revolving Credit Percentages and Term Loan
Percentages in effect on the date on which indemnification is sought under this
subsection 9.7 (or, if indemnification is sought after the date upon which the
Commitments shall have terminated and the Loans shall have been paid in full,
ratably in accordance with such percentages immediately prior to such date),
from and against any and all liabilities, obligations, losses, damages,
penalties, actions, judgments, suits, costs, expenses or disbursements of any
kind whatsoever which may at any time (including at any time following the
payment of the Loans) be imposed on, incurred by or asserted against the
Administrative Agent in any way relating to or arising out of, the Commitments,
this Agreement, any of the other Credit Documents or any documents contemplated
by or referred to herein or therein or the transactions contemplated hereby or
thereby or any action taken or omitted by the Administrative Agent under or in
connection with any of the foregoing; provided that no Lender shall be liable
for the payment of any portion of such liabilities, obligations, losses,
damages, penalties, actions, judgments, suits, costs, expenses or disbursements
which are found by a final and nonappealable decision of a court of competent
jurisdiction to have resulted from the Administrative Agent's gross negligence
or willful misconduct. The agreements in this subsection 9.7 shall survive the
payment of the Loans and all other amounts payable hereunder. The
Administrative Agent shall have the right to deduct any amount owed to it by any
Lender under this subsection from any payment made by it to such Lender
hereunder.

9.8 Administrative Agent in Its Individual Capacity. The
Administrative Agent and its affiliates may make loans to, accept deposits from
and generally engage in any kind of business with any Credit Party as though it
were not the Administrative Agent or an affiliate thereof. With respect to its
Loans made or renewed by it and with respect to any Letter of Credit issued or
participated in by it, the Administrative Agent shall have the same rights and
powers under this Agreement and the other Credit Documents as any Lender and may
exercise the same as though it were not the Administrative Agent, and the terms
"Lender" and "Lenders" shall include the Administrative Agent in its individual
capacity.

9.9 Successor Administrative Agent. (a) The Administrative Agent may
resign as Administrative Agent upon 15 days' notice to the Lenders and the
Borrower. Such resignation shall take effect upon the appointment of a
successor Administrative Agent pursuant to clauses (b) and (c) below or as
otherwise provided in clause (d) below.

<PAGE>

(b) If the Administrative Agent shall resign as Administrative Agent
under this Agreement and the other Credit Documents, then the Required Lenders
shall appoint from among the Lenders a successor agent for the Lenders, which
successor agent shall be approved by the Borrower (which approval shall not be
unreasonably withheld or delayed), whereupon such successor agent shall succeed
to the rights, powers and duties of the Administrative Agent, and the term
"Administrative Agent" shall mean such successor agent effective upon such
appointment and approval, and the former Administrative Agent's rights, powers
and duties as Administrative Agent shall be terminated, without any other or
further act or deed on the part of such former Administrative Agent or any of
the parties to this Agreement or any holders of the Loans.

(c) If a successor Administrative Agent shall not have been so
appointed within such 15-day period, the Administrative Agent, with the consent
of the Borrower (which consent shall not be unreasonably withheld or delayed),
shall then appoint a successor Administrative Agent who shall serve as
Administrative Agent hereunder or thereunder until such time, if any, as the
Lenders appoint a successor Administrative Agent as provided above.

(d) If no successor Administrative Agent has been appointed pursuant
to clause (b) or (c) above by the 20th day after the date such notice of
resignation was given by the Administrative Agent, the Administrative Agent's
resignation shall become effective and the Required Lenders shall thereafter
perform all the duties of the Administrative Agent hereunder and/or under any
other Credit Document until such time, if any, as the Lenders appoint a
successor Administrative Agent as provided above and all payments to be made by
the Borrower hereunder shall be made to the place notified by the Required
Lenders to the Borrower.

(e) After any retiring Administrative Agent's resignation as
Administrative Agent, the provisions of this Section 9 shall inure to its
benefit as to any actions taken or omitted to be taken by it while it was
Administrative Agent under this Agreement and the other Credit Documents.

SECTION 10. Miscellaneous.

10.1 Amendments and Waivers. Neither this Agreement, any other Credit
Document, nor any terms hereof or thereof may be amended, supplemented or
modified except in accordance with the provisions of this subsection 10.1. The
Required Lenders and each Credit Party party to the relevant Credit Documents
may, or, with the written consent of the Required Lenders, the Administrative
Agent and each Credit Party party to the relevant Credit Document may, from time
to time, (a) enter into written amendments, supplements or modifications hereto
and to the other Credit Documents for the purpose of adding any provisions or
parties to this Agreement or the other Credit Documents or changing in any
manner the rights of the Lenders or of the Credit Parties hereunder or
thereunder or (b) waive, on such terms and conditions as the Required Lenders or
the Administrative Agent, as the case may be, may specify in such instrument,
any of the requirements of this Agreement or the other Credit Documents or any

<PAGE>

Default or Event of Default and its consequences; provided, however, that no
such waiver and no such amendment, supplement or modification shall (i) forgive
the principal amount or extend the final scheduled date of maturity of any Loan,
extend the scheduled date of any amortization payment in respect of any Term
Loan, reduce the stated rate of any interest, fee or letter of credit commission
payable hereunder or extend the scheduled date of any payment thereof, or
increase the amount or extend the expiration date of any Lender's Revolving
Credit Commitment, in each case without the consent of each Lender directly
affected thereby; (ii) amend, modify or waive any provision of this subsection
10.1 or reduce any percentage specified in the definition of Required Lenders,
consent to the assignment or transfer by the Borrower of any of its rights and
obligations under this Agreement and the other Credit Documents, release all or
substantially all of the collateral or release any Subsidiary from its
obligations under any Security Document or the Subsidiary Guaranty to which it
is a party, in each case without the written consent of all Lenders; (iii)
amend, modify or waive any condition precedent to any extension of credit under
the Revolving Credit Facility set forth in subsection 5.2 without the written
consent of the Majority Revolving Credit Facility Lenders; (iv) change the
allocation of payments between the Term Loan Facility, the Revolving Credit
Facility and the Overdraft Advances pursuant to subsection 2.10(d) without the
written consent of the Majority Facility Lenders in respect of each Facility
adversely affected thereby and, if the Overdraft Lender, in its capacity as
such, is adversely affected thereby, the written consent of the Overdraft
Lender; (v) reduce the percentage specified in the definition of Majority
Facility Lenders without the written consent of all Lenders under each affected
Facility; (vi) amend, modify or waive any provision of Section 9 without the
written consent of the Administrative Agent; (vii) amend, modify or waive any
provision of Section 3 (other than subsection 3.9) without the written consent
of the Issuing Lender; or (viii) amend any of the provisions of subsection 3.9
or any of the other provisions hereof relating to Overdraft Advances without the
written consent of the Overdraft Lender (it being understood and agreed that the
Borrower and the Overdraft Lender may from time to time, without the consent of
any of the Lenders, reduce the Overdraft Maximum Amount in accordance with
subsection 2.8 or amend any other provision of this Agreement affecting solely
the Overdraft Lender, in its capacity as such, and the Borrower). Any such
waiver and any such amendment, supplement or modification shall apply equally to
each of the Lenders (including the Overdraft Lender) and shall be binding upon
the Credit Parties, all current and future Lenders (including the Overdraft
Lender) and the Administrative Agent. In the case of any waiver, the Credit
Parties, the Lenders (including the Overdraft Lender) and the Administrative
Agent shall be restored to their former position and rights hereunder and under
the other Credit Documents, and any Default or Event of Default waived shall be
deemed to be cured and not continuing; but no such waiver shall extend to any
subsequent or other Default or Event of Default, or impair any right consequent
thereon. The Borrower, the Administrative Agent and each Lender (including the
Overdraft Lender) hereby acknowledge that certain amendments or waivers to this
Agreement or any other Credit Document may require the additional consent or
approval of the NBA, the NHL and/or any other comparable governing body with
respect to any sports franchise owned by the Borrower or any of its
Subsidiaries.

10.2 Notices. Except as otherwise expressly provided herein, all
notices and other communications provided for hereunder shall be in writing
(including telegraphic, telex,

<PAGE>

telecopier or cable communication) and mailed, telegraphed, telexed, telecopied,
cabled or delivered, if to a Credit Party, at the address specified opposite its
signature below or in the other relevant Credit Documents, as the case may be;
if to any Lender, at its address specified for such Lender on the signature
pages hereto; or, at such other address as shall be designated by any party in a
written notice to the other parties hereto. All such notices and communications
shall be mailed, telegraphed, telexed, facsimile transmission, or cabled or sent
by overnight courier, and shall be effective when received.

10.3 No Waiver; Cumulative Remedies. No failure or delay on the part
of the Administrative Agent or any Lender in exercising any right, remedy, power
or privilege hereunder or under any other Credit Document and no course of
dealing between any Credit Party and the Administrative Agent or any Lender
shall operate as a waiver thereof; nor shall any single or partial exercise of
any right, power or privilege hereunder or under any other Credit Document
preclude any other or further exercise thereof or the exercise of any other
right, remedy, power or privilege hereunder or thereunder. The rights, remedies
powers and privileges herein provided are cumulative and not exclusive of any
rights, remedies, powers or privileges which the Administrative Agent or any
Lender would otherwise have. No notice to or demand on any Credit Party in any
case shall entitle any Credit Party to any other or further notice or demand in
similar or other circumstances or constitute a waiver of the rights of the
Administrative Agent or the Lenders to any other or further action in any
circumstances without notice or demand.

10.4 Survival of Representations and Warranties. All representations
and warranties made hereunder, in the other Credit Documents and in any
document, certificate or statement delivered pursuant hereto or in connection
herewith shall survive the execution and delivery of this Agreement and the
making of the Loans hereunder.

10.5 Payment of Expenses and Taxes. The Borrower agrees to the extent
not otherwise reimbursed or paid by any Credit Party pursuant to any other
Credit Document (including the MSG Mortgage) to: (i) whether or not the
transactions herein contemplated are consummated, pay all reasonable
out-of-pocket costs and expenses of the Administrative Agent in connection with
the negotiation, preparation, execution and delivery of the Credit Documents
(including the MSG Mortgage) and the documents and instruments referred to
therein and any amendment, waiver or consent relating thereto and of the
Administrative Agent and each of the Lenders in connection with the enforcement
of the Credit Documents (including the MSG Mortgage) and the documents and
instruments referred to therein and the consummation and administration of the
transactions contemplated hereby or thereby (including the reasonable fees and
disbursements of counsel for the Administrative Agent); (ii) pay and hold each
of the Lenders harmless from and against any and all recording and filing fees
and any and all present and future stamp and other similar taxes with respect to
the foregoing matters and save each of the Lenders harmless from and against any
and all liabilities with respect to or resulting from any delay or omission
(other than to the extent attributable to such Lender) to pay such taxes; and
(iii) indemnify each Lender, its officers, directors, employees, representatives
and agents from and hold each of them harmless against any and all losses,
liabilities, claims, damages or

<PAGE>

expenses incurred by any of them with respect to the execution, delivery,
enforcement, performance and administration of, or in any other way arising out
of or relating to, any Credit Document (including the MSG Mortgage) or the use
of the proceeds of any Loans hereunder or the Transaction or the consummation of
any transactions contemplated in any Credit Document (including the MSG
Mortgage), including the reasonable fees and disbursements of counsel in
connection therewith (but excluding any such losses, liabilities, claims,
damages or expenses to the extent incurred by reason of the gross negligence or
willful misconduct of the Person to be indemnified). The agreements in this
subsection 10.5 shall survive repayment of the Loans and all other amounts
payable hereunder.

10.6 Successors and Assigns; Participations and Assignments. (a) This
Agreement shall be binding upon and inure to the benefit of the Borrower, the
Lenders, the Administrative Agent, all future holders of the Loans and their
respective successors and assigns, except that the Borrower may not assign or
transfer any of its rights or obligations under this Agreement without the prior
written consent of each Lender.

(b) Any Lender may, without the consent of the Borrower, in the
ordinary course of its business and in accordance with applicable law, at any
time sell to one or more banks, financial institutions or other entities (each,
a "Participant") participating interests in any Loan owing to such Lender, any
Commitment of such Lender or any other interest of such Lender hereunder and
under the other Credit Documents. In the event of any such sale by a Lender of
a participating interest to a Participant, such Lender's obligations under this
Agreement to the other parties to this Agreement shall remain unchanged, such
Lender shall remain solely responsible for the performance thereof, such Lender
shall remain the holder of any such Loan for all purposes under this Agreement
and the other Credit Documents, and the Borrower and the Administrative Agent
shall continue to deal solely and directly with such Lender in connection with
such Lender's rights and obligations under this Agreement and the other Credit
Documents. In no event shall any Participant under any such participation have
any right to approve any amendment or waiver of any provision of any Credit
Document, or any consent to any departure by any Credit Party therefrom, except
to the extent that such amendment, waiver or consent would reduce the principal
of, or interest on, the Loans or any fees payable hereunder, or postpone the
date of the final maturity of the Loans, in each case to the extent subject to
such participation. The Borrower agrees that if amounts outstanding under this
Agreement and the Loans are due or unpaid, or shall have been declared or shall
have become due and payable upon the occurrence of an Event of Default, each
Participant shall, to the maximum extent permitted by applicable law, be deemed
to have the right of setoff in respect of its participating interest in amounts
owing under this Agreement to the same extent as if the amount of its
participating interest were owing directly to it as a Lender under this
Agreement, provided that, in purchasing such participating interest, such
Participant shall be deemed to have agreed to share with the Lenders the
proceeds thereof as provided in subsection 10.7 as fully as if it were a Lender
hereunder. The Borrower also agrees that each Participant shall be entitled to
the benefits of subsections 2.17, 2.18 and 2.19 with respect to its
participation in the Commitments and the Loans outstanding from time to time as
if it were a Lender; provided that, no Participant shall be entitled to receive
any greater amount pursuant to any such subsection than the transferor Lender

<PAGE>

would have been entitled to receive in respect of the amount of the
participation transferred by such transferor Lender to such Participant had no
such transfer occurred.

(c) Any Lender (an "Assignor") may, in the ordinary course of its
business and in accordance with applicable law, at any time and from time to
time assign to any Lender or any Affiliate thereof or, with the consent of the
Borrower (except, upon the occurrence and during the continuance of an Event of
Default, the consent of the Borrower shall not be required) and the
Administrative Agent (which, in each case, shall not be unreasonably withheld or
delayed), to an additional bank, financial institution or other entity (an
"Assignee") all or any part of its rights and obligations under this Agreement
pursuant to an Assignment and Acceptance, substantially in the form of Exhibit
J, executed by such Assignee and such Assignor (and, in the case of an Assignee
that is not then a Lender or an Affiliate thereof, by the Borrower and the
Administrative Agent) and delivered to the Administrative Agent for its
acceptance and recording in the Register; provided that no such assignment to an
Assignee (other than any Lender or any Affiliate thereof) shall be in an
aggregate principal amount of less than $10,000,000 (other than in the case of
an assignment of all of a Lender's interests under this Agreement or an
assignment to any Lender or any Affiliate thereof), unless otherwise agreed by
the Borrower and the Administrative Agent. Any such partial assignment shall be
ratable in accordance with principal amount as among the Facilities with respect
to which the Assignor is making an assignment. Upon such execution, delivery,
acceptance and recording, from and after the effective date determined pursuant
to such Assignment and Acceptance, (x) the Assignee thereunder shall be a party
hereto and, to the extent provided in such Assignment and Acceptance, have the
rights and obligations of a Lender hereunder with a Commitment and/or Loans as
set forth therein, and (y) the Assignor thereunder shall, to the extent provided
in such Assignment and Acceptance, be released from its obligations, under this
Agreement (and, in the case of an Assignment and Acceptance covering all of an
Assignor's rights and obligations under this Agreement, such assigning Lender
shall cease to be a party hereto). Notwithstanding any provision of this
subsection 10.6, the consent of the Borrower shall not be required, and, unless
requested by the Assignee and/or the Assignor, new Notes shall not be required
to be executed and delivered by the Borrower, for any assignment which occurs at
any time when any of the events described in subsection 8(e) shall have occurred
and be continuing.

(d) The Administrative Agent shall maintain at its address referred to
in subsection 10.2 a copy of each Assignment and Acceptance delivered to it and
a register (the "Register") for the recordation of the names and addresses of
the Lenders and the Commitments of, and the principal amount of the Loans owing
to, each Lender from time to time. The entries made in the Register shall be
conclusive and shall, to the extent permitted by applicable law, be prima facie
evidence of the existence and amounts of the obligations of the Borrower therein
recorded and the Borrower, each other Credit Party, the Administrative Agent and
the Lenders shall treat each Person whose name is recorded in the Register as
the owner of the Loan recorded therein for all purposes of this Agreement;
provided, however, that the failure of any Lender (including the

<PAGE>

Overdraft Lender) or the Administrative Agent to maintain the Register or any
such account, or any error therein, shall not in any manner affect the
obligation of the Borrower to repay (with applicable interest) the Loans made to
the Borrower by such Lender (including the Overdraft Lender) in accordance with
the terms of this Agreement. Any assignment of any Loan or other obligation
hereunder (whether or not evidenced by a Note) shall be effective only upon
appropriate entries with respect thereto being made in the Register. The
Register shall be available for inspection by the Borrower or any Lender at any
reasonable time and from time to time upon reasonable prior notice.

(e) Upon its receipt of an Assignment and Acceptance executed by an
Assignor and an Assignee (and, in the case of an Assignee that is not then a
Lender or an Affiliate thereof, by the Borrower and the Administrative Agent)
together with payment to the Administrative Agent of a registration and
processing fee of $3,000, the Administrative Agent shall (i) promptly accept
such Assignment and Acceptance and (ii) record the information contained therein
in the Register on the effective date determined pursuant thereto and give
notice of such acceptance and recordation to the Borrower. On or prior to such
effective date, the Borrower, at its own expense, shall, upon request of the
Assignee, execute and deliver to the Administrative Agent (and the Assignor
shall surrender any Revolving Credit Note or Term Note held by it) a new
Revolving Credit Note or Term Note, as the case may be, to the order of such
Assignee in an amount equal to the Revolving Credit Commitment or portion of the
Term Loan, as the case may be, assumed by it pursuant to such Assignment and
Acceptance and, if the assigning Lender has retained a Revolving Credit
Commitment or portion of a Term Loan hereunder, upon request of the Assignor, a
new Revolving Credit Note or Term Note, as the case may be, to the order of the
assigning Lender in an amount equal to the Revolving Credit Commitment or Term
Loan, as the case may be, retained by it hereunder. Such new Notes shall be
dated the Effective Date and shall otherwise be in the form of the Note replaced
thereby.

(f) The Borrower authorizes each Lender to disclose to any Participant
or Assignee (each, a "Transferee") and any prospective Transferee any and all
financial information concerning the Credit Parties and their respective
affiliates which has been delivered to such Lender by or on behalf of any Credit
Party pursuant to this Agreement or any other Credit Document or which has been
delivered to such Lender by or on behalf of any Credit Party in connection with
such Lender's credit evaluation of the Credit Parties and their respective
affiliates, under the condition that such Transferee or prospective Transferee
shall previously have agreed to be bound by the provisions of subsection 10.16.

(g) For avoidance of doubt, the parties to this Agreement acknowledge
that the provisions of this subsection 10.6 concerning assignments of Loans and
Notes relate only to absolute assignments and that such provisions do not
prohibit assignments creating security interests, including any pledge or
assignment by a Lender of any Loan or Note to any Federal Reserve Bank in
accordance with applicable law; provided that no such pledge or assignment of a
security interest shall release a Lender from any of its obligations hereunder
or substitute any such pledgee or assignee for such Lender as a party hereunder.

10.7 Payments Pro Rata; Adjustments; Set-off. (a) Each of the Lenders
agrees that, if it should receive any amount hereunder (whether by voluntary
payment, by realization upon security, by the exercise of the right of setoff or
banker's lien, by counterclaim or cross

<PAGE>

action, by the enforcement of any right under the Credit Documents, or
otherwise) which is applicable to the payment of the principal of, or interest
on, the Loans (other than Overdraft Advances) or the Reimbursement Obligations
owing to it, of a sum which with respect to the related sum or sums received by
other Lenders is in a greater proportion than the total of such Obligation then
owed and due to such Lender bears to the total of such Obligation then owed and
due to all of the Lenders immediately prior to such receipt, then such Lender
receiving such excess payment shall purchase for cash without recourse or
warranty from the other Lenders an interest in the Obligations of the respective
Credit Party to such Lenders in such amount as shall result in a proportional
participation (based on the respective amounts of such Obligations) by all of
the Lenders in such amount, provided that if all or any portion of such excess
amount is thereafter recovered from such Lender, such purchase shall be
rescinded and the purchase price restored to the extent of such recovery, but
without interest. It is understood and agreed that this subsection 10.7 shall
not apply to any payments or prepayments of Overdraft Advances or any amounts
with respect thereto, which shall be entitled to be retained exclusively by the
Overdraft Lender.

(b) In addition to any rights and remedies of the Lenders provided by
law, each Lender shall have the right, without prior notice to the Borrower, any
such notice being expressly waived by the Borrower to the extent permitted by
applicable law, upon any amount becoming due and payable by the Borrower
hereunder (whether at the stated maturity, by acceleration or otherwise) to set
off and appropriate and apply against such amount any and all deposits (general
or special, time or demand, provisional or final), in any currency, and any
other credits, indebtedness or claims, in any currency, in each case whether
direct or indirect, absolute or contingent, matured or unmatured, at any time
held or owing by such Lender or any branch or agency thereof to or for the
credit or the account of the Borrower. Each Lender agrees promptly to notify
the Borrower and the Administrative Agent after any such setoff and application
made by such Lender, provided that the failure to give such notice shall not
affect the validity of such setoff and application.

10.8 Counterparts. This Agreement may be executed by one or more of
the parties to this Agreement in any number of counterparts and by the different
parties hereto on separate counterparts (including by facsimile), and all of
said counterparts shall together constitute one and the same instrument. A set
of counterparts executed by all the parties hereto shall be lodged with the
Borrower and the Administrative Agent.

10.9 Severability. Any provision of this Agreement which is
prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction,
be ineffective to the extent of such prohibition or unenforceability without
invalidating the remaining provisions hereof, and any such prohibition or
unenforceability in any jurisdiction shall not invalidate or render
unenforceable such provision in any other jurisdiction.

<PAGE>

10.10 Integration. This Agreement and the other Credit Documents
represent the entire agreement of the Borrower, its Subsidiaries, the
Administrative Agent and the Lenders (including the Overdraft Lender) with
respect to the subject matter hereof and thereof, and there are no promises,
undertakings, representations or warranties by the Administrative Agent or any
Lender relative to the subject matter hereof or thereof not expressly set forth
or referred to herein or in the other Credit Documents.

10.11 GOVERNING LAW. THIS AGREEMENT AND THE OTHER CREDIT DOCUMENTS
AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER AND THEREUNDER SHALL BE
CONSTRUED AND INTERPRETED IN ACCORDANCE WITH AND BE GOVERNED BY THE LAW OF THE
STATE OF NEW YORK.

10.12 Submission To Jurisdiction; Waivers. The Borrower hereby
irrevocably and unconditionally:

(a) submits for itself and its property in any legal action or
proceeding relating to this Agreement and the other Credit Documents to
which it is a party, or for recognition and enforcement of any judgment in
respect thereof, to the non-exclusive general jurisdiction of the Courts of
the State of New York, the courts of the United States of America for the
Southern District of New York, and appellate courts from any thereof;

(b) to the fullest extent permitted by law, consents that any such
action or proceeding may be brought in such courts and waives any objection
that it may now or hereafter have to the venue of any such action or
proceeding in any such court or that such action or proceeding was brought
in an inconvenient court and agrees not to plead or claim the same;

(c) agrees that service of process in any such action or proceeding
may be effected by mailing a copy thereof by registered or certified mail
(or any substantially similar form of mail), postage prepaid, to the
Borrower at its address set forth in accordance with subsection 10.2 or at
such other address of which the Administrative Agent shall have been
notified pursuant thereto;

(d) agrees that nothing herein shall affect the right to effect
service of process in any other manner permitted by law or shall limit the
right to sue in any other jurisdiction; and

(e) waives, to the maximum extent not prohibited by law, any right it
may have to claim or recover in any legal action or proceeding referred to
in this subsection 10.12 any special, exemplary, punitive or consequential
damages.

<PAGE>

10.13 Acknowledgements. The Borrower hereby acknowledges that:

(a) it has been advised by counsel in the negotiation, execution and
delivery of this Agreement and the other Credit Documents;

(b) neither the Administrative Agent nor any Lender has any fiduciary
relationship with or duty to the Borrower arising out of or in connection
with this Agreement or any of the other Credit Documents, and the
relationship between Administrative Agent and Lenders, on one hand, and the
Borrower, on the other hand, in connection herewith or therewith is solely
that of debtor and creditor; and

(c) no joint venture is created hereby or by the other Credit
Documents or otherwise exists by virtue of the transactions contemplated
hereby among the Lenders or among the Borrower and the Lenders.

10.14 WAIVERS OF JURY TRIAL. THE BORROWER, THE ADMINISTRATIVE AGENT
AND THE LENDERS (INCLUDING THE OVERDRAFT LENDER) HEREBY IRREVOCABLY AND
UNCONDITIONALLY WAIVE TRIAL BY JURY IN ANY LEGAL ACTION OR PROCEEDING RELATING
TO THIS AGREEMENT OR ANY OTHER CREDIT DOCUMENT AND FOR ANY COUNTERCLAIM THEREIN.

10.15 Headings Descriptive. The headings of the several sections and
subsections of this Agreement are inserted for convenience only and shall not in
any way affect the meaning or construction of any provision of this Agreement.

10.16 Confidentiality. Each Lender agrees to keep information
obtained by it pursuant hereto and the other Credit Documents identified as
confidential by the Borrower in accordance with such Lender's customary
practices and agrees that it will only use such information in connection with
the transactions contemplated by this Agreement and not to disclose any of such
information other than (a) to such Lender's employees, representatives,
directors, attorneys, auditors, agents, professional advisors, trustees or
affiliates who are advised of the confidential nature of such information,
(b) to the extent such information presently is or hereafter becomes available
to such Lender on a non-confidential basis from any source not subject to a
confidentiality requirement of which such Lender has knowledge or such
information is in the public domain at the time of disclosure, (c) to the extent
disclosure is required by law (including applicable securities laws),
regulation, subpoena or judicial order or process (provided that notice of such
requirement or order shall be promptly furnished to the Borrower unless such
notice is legally prohibited) or requested or required by bank, securities,
insurance or investment company regulations or auditors or any administrative
body or commission to whose jurisdiction such Lender may be subject, (d) to any
rating agency to the extent required in connection with any rating to be
assigned to such Lender, (e) to Transferees or prospective Transferees who agree
to be bound by the provisions of this subsection 10.16, (f) to the extent
required in connection with any litigation between any Credit Party and any
Lender with respect to the Loans or this

<PAGE>

Agreement and the other Credit Documents or (g) with the Borrower's prior
written consent. The agreements in this subsection 10.16 shall survive
repayment of the Loans and all other amounts payable hereunder.

10.17 NBA and NHL Rules. Notwithstanding anything to the contrary in
any of the Credit Documents, the NBA Rules, the NHL Rules and the constitution
of any other association with respect to any sports franchise owned by the
Borrower or any of its Subsidiaries may be amended from time to time in
accordance with the terms thereof and the Borrower shall at all times be
permitted to vote on all matters relating to the NBA Rules, the NHL Rules and
the constitution of any other association with respect to any sports franchise
owned by the Borrower or any of its Subsidiaries, including any amendments,
modifications, waivers or supplements to any governing, constitutive, operating
or other agreements relating to any of the NBA Entities or NHL Entities or any
of their respective Subsidiaries or Affiliates, provided, that such vote by the
Borrower does not adversely impact the Lenders in any material respect.

10.18 Team Financing Consent Letters. Each of the provisions of this
Agreement and the other Credit Documents shall be subject to the provisions of
each Team Financing Consent Letter, which the Borrower, the Administrative Agent
and the Lenders have accepted as reasonable and appropriate. Without limiting
the generality of the preceding sentence, neither the Administrative Agent nor
any Lender (whether acting through the Administrative Agent or otherwise) shall
exercise, enforce or attempt to exercise or enforce any of its rights or
remedies under this Agreement or any other Credit Document with respect to any
"Collateral" (as defined in the respective Team Pledge Agreements) or any "Team
Collateral" (as defined in the respective Team Security Agreements) except in
accordance with and subject to the relevant Team Financing Consent Letter and
the relevant Team Pledge Agreement and/or Team Security Agreement, as the case
may be. Each Lender hereby irrevocably authorizes the Administrative Agent,
under this Agreement and each other Credit Document, to execute, deliver and
perform on its behalf the relevant Team Financing Consent Letter and all
amendments, modifications, extensions, waivers and other acts in connection with
the relevant Team Financing Consent Letter as the Administrative Agent shall
deem appropriate.

10.19 MSG Mortgage Recording Events. (a) Subject to the terms of
subsection 10.19(b), the Administrative Agent may at any time record and file in
any appropriate jurisdiction the MSG Mortgage and any financing statements
related thereto necessary or desirable to perfect the lien intended to be
created thereby. If at the time of such recording any one of the events set
forth below (each a "Recording Event") has occurred and is continuing, promptly
upon request and notice of the amount due, the Borrower shall reimburse the
Administrative Agent for any and all recording costs. Each of the following
specified events shall constitute a Recording Event whether the occurrence of
such event shall be voluntary or involuntary or come about or be effected by
operation of law:

(i) an Event of Default under Sections 8(a), 8(e), 8(h) or 8(j)
shall have occurred and be continuing or any other Event of Default shall
have occurred and shall continue unremedied for at least 30 days; or

<PAGE>

(ii) if, as a result of a change in law, including the enactment of
new laws, statutes or regulations or the issuance of opinions by the New
York State Court of Appeals or a lower court within the First Department of
the Appellate Division which is not appealed within 360 days of the date
thereof relating to the requirements for the recording of mortgages, (x)
the MSG Mortgage which the Administrative Agent is then holding will, with
the lapse of time, be unable to be recorded in order to be enforceable and
the Borrower has not executed prior to the lapse of such period of time and
to the reasonable satisfaction of the Administrative Agent, a new MSG
Mortgage on the same terms as the MSG Mortgage delivered on the Effective
Date and which is not subject to the same lapse of time qualification, (y)
the mortgage recording tax provided for in Article 11 of the Tax Law of the
State of New York or any similar tax on recording of mortgages is imposed
on the MSG Mortgage even though it has not been recorded or (z) the
Administrative Agent may be subjected to a penalty or incur any cost or
liability or be deemed in breach of applicable law for not recording the
MSG Mortgage, provided, however that the Administrative Agent shall use
reasonable efforts to avoid such requirements for the recording of the MSG
Mortgage by taking such actions as in the Administrative Agent's reasonable
judgment are not prejudicial to the Administrative Agent's interests, and
provided, further that for so long as the Borrower provides the
Administrative Agent with an indemnity against all losses and damages
relating to an event described in clause (z) above and such indemnity is in
form reasonably satisfactory to the Administrative Agent and the
Administrative Agent determines in its reasonable judgment that an
indemnity can adequately protect the Administrative Agent, there shall be
no Recording Event as a result of such event under clause (z) above.

(b) The Administrative Agent shall hold the MSG Mortgage delivered to
it pursuant to subsection 5.1(h)(iv) in escrow subject to the terms hereof, and
upon the occurrence of a Recording Event the Administrative Agent may elect, in
the Administrative Agent's sole discretion or upon the direction of the Required
Lenders, to record the MSG Mortgage.

(c) Upon the recording of the MSG Mortgage, the Administrative Agent
may obtain a policy of title insurance in respect of the amount to be secured by
the MSG Mortgage, such policy to be issued under a form acceptable to the
Administrative Agent by one or more title companies selected by the
Administrative Agent, with such co-insurance, reinsurance and/or endorsements as
the Administrative Agent may reasonably require by one or more title companies
selected by the Administrative Agent. The cost of such title insurance shall be
paid by the Borrower.

(d) The Administrative Agent shall give the Borrower at least 30 days
prior written notice of the recording of the MSG Mortgage, but the failure to
give any such notice shall not affect the validity of the MSG Mortgage or the
recording thereof.

(e) Within five (5) Business Days of notice from the Administrative
Agent, the Borrower shall execute and deliver all such instruments and take all
such actions for the purpose of further effectuating the provisions of this
subsection 10.19 relating to the recording of

<PAGE>

the MSG Mortgage as may be reasonably requested by the Administrative Agent from
time to time, including the execution and delivery of (i) one or more
supplemental mortgages in such form as may be required, in the reasonable
judgment of the Administrative Agent, to enable such supplemental mortgages to
be recorded and to secure the Obligations and (ii) any instrument, affidavit,
certificate or other document necessary in order to comply with any requirement
of law in connection with the issuance or recording of the MSG Mortgage or any
supplement thereto.

10.20 Limited Recourse. The Lenders (including the Overdraft Lender)
and the Administrative Agent agree that notwithstanding anything to the contrary
contained herein or in the other Credit Documents, no holder of any partnership
interest in the Borrower, nor any employee or agent of any such holder, nor any
Affiliate or Subsidiary of such holder (other than, in each case, the General
Partner and the Borrower and its Subsidiaries), in each case only in such
capacity, shall have any liability to the Lenders (including the Overdraft
Lender) or the Administrative Agent for, and neither the Lenders (including the
Overdraft Lender) nor the Administrative Agent shall have recourse against any
such Person in such capacity in respect of, the Obligations, provided that
nothing contained in this subsection 10.20 shall be construed so as to prevent
the Administrative Agent or the Lenders from commencing any action, suit or
proceeding in respect of or causing legal papers to be served upon any Person
solely for the purpose of obtaining jurisdiction over the Borrower or any of its
Subsidiaries.

<PAGE>

IN WITNESS WHEREOF, each of the parties hereto has caused a
counterpart of this Agreement to be duly executed and delivered as of the date
first above written.

Address:

MADISON SQUARE GARDEN, L.P. MADISON SQUARE GARDEN, L.P.
c/o MSG Eden Corporation
Two Pennsylvania Plaza By: MSG EDEN CORPORATION,
14th Floor its General Partner
New York, New York 10121
Attention: General Counsel
Telecopier: (212) 465-6011 By __________________________
Title:
with a copy to:

Cablevision Systems Corporation
One Media Crossways
Woodbury, New York 11797
Attention: Robert Lemle
Telecopier: (516) 364-8501

and

Sullivan & Cromwell
125 Broad Street
New York, New York 10004
Attention: Erik D. Lindauer
Telecopier: (212) 558-3588

<PAGE>

95
Address:

The Chase Manhattan Bank THE CHASE MANHATTAN BANK,
270 Park Avenue as Administrative Agent and as a Lender
New York, New York 10017
Attention: Mitchell Gervis
Telecopier: (212) 270-4584 By __________________________
Title:
with a copy to:

Chase Securities Inc.
270 Park Avenue
New York, New York 10017
Attention: Joan Fitzgibbon
Telecopier: (212) 270-4164

and

The Chase Manhattan Bank Agent Bank Services Group
1 Chase Manhattan Plaza
8th Floor
New York, New York 10081
Attention: Janet Beldon
Telecopier: (212) 552-5658

<PAGE>

Annex A

PRICING GRID FOR LOANS

<TABLE>
<CAPTION>
Applicable Margin Applicable Margin
Consolidated Leverage Ratio for Eurodollar Loans for ABR Loans
- --------------------------- -------------------- -----------------
<S> <C> <C>
Greater than 7.50 to 1.0 2.00% 1.00%

Greater than 6.50 to 1.0 and 1.75% 0.75%
less than or equal to 7.50 to 1.0

Greater than 5.50 to 1.0 and less 1.50% 0.50%
than or equal to 6.50 to 1.0

Greater than 4.50 to 1.0 and less
than or equal to 5.50 to 1.0 1.25% 0.25%

Less than or equal to 4.50 to 1.0 1.00% 0%
</TABLE>

Changes in the Applicable Margin resulting from changes in the
Consolidated Leverage Ratio shall become effective on the first day
(the "Adjustment Date") of the month following the month in which
financial statements are delivered to the Lenders pursuant to
subsection 6.1 (but in any event not later than the 60th day after the
end of each of the first three quarterly periods of each fiscal year
or the 90th day after the end of each fiscal year, as the case may be)
and shall remain in effect until the next change to be effected
pursuant to this paragraph. If any financial statements referred to
above are not delivered within the time periods specified above, then,
until such financial statements are delivered, the Consolidated
Leverage Ratio as at the end of the fiscal period that would have been
covered thereby shall for the purposes of this definition be deemed to
be greater than 7.50 to 1. Each determination of the Consolidated
Leverage Ratio pursuant to this paragraph shall be made with respect
to the period of four consecutive fiscal quarters of the Borrower
ending at the end of the period covered by the relevant financial
statements.

<PAGE>

Exhibit 10.64
CONFORMED COPY
--------------

ASSET PURCHASE AGREEMENT

AS OF AUGUST 29, 1997

BY AND AMONG

U.S. CABLE TELEVISION GROUP, L.P.,

ECC HOLDING CORPORATION

MISSOURI CABLE PARTNERS, L.P.

CABLEVISION SYSTEMS CORPORATION

AND

MEDIACOM LLC

<PAGE>

TABLE OF CONTENTS

Page
----

1. Definitions. . . . . . . . . . . . . . . . . . . . . . 1

1.01 Certain Definitions . . . . . . . . . . . . . . 1
1.02 Other Definitional Provisions . . . . . . . . . 15

2. Purchase and Sale. . . . . . . . . . . . . . . . . . . 15

2.01 Transfer of Assets. . . . . . . . . . . . . . . 15
2.02 Purchase Price. . . . . . . . . . . . . . . . . 15
2.03 Estimated Working Capital Statements. . . . . . 16
2.04 Post Closing Adjustments. . . . . . . . . . . . 16
2.05 Earnest Money Deposit . . . . . . . . . . . . . 22
2.06 Sales and Transfer Taxes. . . . . . . . . . . . 22
2.07 Indemnity Escrow. . . . . . . . . . . . . . . . 22
2.08 Determination and Allocation of Purchase
Price. . . . . . . . . . . . . . . . . . . . . 23

3. Representations and Warranties of Sellers. . . . . . . 23

3.01 Organization and Authority of Sellers . . . . . 23
3.02 Legal Capacity; Approvals and Consents. . . . . 24
3.03 Financial Statements. . . . . . . . . . . . . . 25
3.04 Changes in Operation. . . . . . . . . . . . . . 26
3.05 Tax Returns . . . . . . . . . . . . . . . . . . 26
3.06 Acquired Assets . . . . . . . . . . . . . . . . 27
3.07 The CATV Business . . . . . . . . . . . . . . . 29
3.08 Labor Contracts and Actions . . . . . . . . . . 32
3.09 Employee Benefit Plans. . . . . . . . . . . . . 32
3.10 Contracts and CATV Instruments. . . . . . . . . 34
3.11 Legal and Governmental Proceedings and
Judgments . . . . . . . . . . . . . . . . . . . 35
3.12 Finders and Brokers . . . . . . . . . . . . . . 35
3.13 Miscellaneous Assets. . . . . . . . . . . . . . 35
3.14 Characteristics of the CATV Systems . . . . . . 36
3.15 Insurance . . . . . . . . . . . . . . . . . . . 37
3.16 Accounts Receivable . . . . . . . . . . . . . . 37
3.17 Overbuilds. . . . . . . . . . . . . . . . . . . 37
3.18 Intangible Property . . . . . . . . . . . . . . 37
3.19 Retransmission Agreements . . . . . . . . . . . 37
3.20 Representation of Cablevision . . . . . . . . . 38
3.21 Tangible Capital Expenditures.. . . . . . . . . 38

-i-

<PAGE>

Page
----

4. Representations and Warranties of Buyer. . . . . . . . 38

4.01 Organization and Authority of Buyer . . . . . . 38
4.02 Legal Capacity; Approvals and Consents . . . . 38
4.03 Legal and Governmental Proceedings and
Judgments . . . . . . . . . . . . . . . . . . . 39
4.04 Finders and Brokers . . . . . . . . . . . . . . 39
4.05 Buyer Consents. . . . . . . . . . . . . . . . . 39
4.06 Acquisition of Rights . . . . . . . . . . . . . 39
4.07 Financing Commitment Letter . . . . . . . . . . 40

5. Covenants. . . . . . . . . . . . . . . . . . . . . . . 40

5.01 Business of Seller. . . . . . . . . . . . . . . 40
5.02 Access to Information . . . . . . . . . . . . . 42
5.03 Notification of Certain Matters . . . . . . . . 43
5.04 Forms 394 . . . . . . . . . . . . . . . . . . . 43
5.05 Monthly Financial Statements. . . . . . . . . . 43
5.06 Covenant Not to Compete . . . . . . . . . . . . 44
5.07 No Solicitation . . . . . . . . . . . . . . . . 45
5.08 Status of Financing Commitment Letter . . . . . 45

6. Deliveries at Closing. . . . . . . . . . . . . . . . . 46

6.01 Deliveries by Sellers . . . . . . . . . . . . . 46
6.02 Deliveries by Buyer . . . . . . . . . . . . . . 47

7. Conditions to the Obligations of Buyer . . . . . . . . 48

7.01 Receipt of Consents . . . . . . . . . . . . . . 48
7.02 Sellers' Authority. . . . . . . . . . . . . . . 48
7.03 Performance by Sellers. . . . . . . . . . . . . 48
7.04 Absence of Breach of Warranties and
Representations . . . . . . . . . . . . . . . . 48
7.05 Absence of Proceedings. . . . . . . . . . . . . 49
7.06 Financing Withdrawal. . . . . . . . . . . . . . 49
7.07 Limitation on Retained Basic Subscribers. . . . 50

8. Conditions to the Obligations of Sellers . . . . . . . 50

8.01 Receipt of Consents . . . . . . . . . . . . . . 50
8.02 Buyer's Authority . . . . . . . . . . . . . . . 50
8.03 Performance by Buyer. . . . . . . . . . . . . . 51

-ii-

<PAGE>

Page
----

8.04 Absence of Breach of Representations and
Warranties. . . . . . . . . . . . . . . . . . . 51
8.05 Absence of Proceedings. . . . . . . . . . . . . 51

9. Covenants. . . . . . . . . . . . . . . . . . . . . . . 51

9.01 Compliance with Conditions. . . . . . . . . . . 51
9.02 Compliance with HSR Act and Rules . . . . . . . 51
9.03 Applications for Consent to Transfer the
Acquired Assets . . . . . . . . . . . . . . . . 53
9.04 Records, Taxes and Related Matters. . . . . . . 54
9.05 Non-Assignment. . . . . . . . . . . . . . . . . 55
9.06 Retained Franchises . . . . . . . . . . . . . . 55
9.07 Use of Names and Logos. . . . . . . . . . . . . 56
9.08 Audited Financial Statements. . . . . . . . . . 56

10. Survival of Representations, Warranties, Covenants
and Other Agreements; Indemnification. . . . . . . . . 56

10.01 Survival of Representations, Warranties,
Covenants and Other Agreements. . . . . . . . . 56
10.02 Indemnification by Sellers. . . . . . . . . . . 56
10.03 Indemnification by Buyer. . . . . . . . . . . . 58
10.04 Third Party Claims. . . . . . . . . . . . . . . 58
10.05 Environmental Matters . . . . . . . . . . . . . 59
10.06 Sole Remedy Upon Closing. . . . . . . . . . . . 60

11. Further Assurances . . . . . . . . . . . . . . . . . . 60

12. Closing. . . . . . . . . . . . . . . . . . . . . . . . 60

12.01 Closing . . . . . . . . . . . . . . . . . . . . 60
12.02 Termination . . . . . . . . . . . . . . . . . . 61
12.03 Remedies Upon Default . . . . . . . . . . . . . 62
12.04 Return of Earnest Money Escrow. . . . . . . . . 64

13. Miscellaneous. . . . . . . . . . . . . . . . . . . . . 64

13.01 Amendments; Waivers . . . . . . . . . . . . . . 64
13.02 Entire Agreement. . . . . . . . . . . . . . . . 65
13.03 Binding Effect; Assignment. . . . . . . . . . . 65
13.04 Construction; Counterparts. . . . . . . . . . . 65
13.05 Notices . . . . . . . . . . . . . . . . . . . . 65
13.06 Expenses of the Parties . . . . . . . . . . . . 67
13.07 Non-Recourse. . . . . . . . . . . . . . . . . . 67

-iii-

<PAGE>

Page
----

13.08 Third Party Beneficiary . . . . . . . . . . . . 67
13.09 Governing Law . . . . . . . . . . . . . . . . . 67
13.10 Press Releases. . . . . . . . . . . . . . . . . 67
13.11 Severability. . . . . . . . . . . . . . . . . . 67

-iv-

<PAGE>

EXHIBIT A - Intentionally Omitted

EXHIBIT B - Form of Bill of Sale, General Assignment and Instrument of
Assumption of Liabilities

EXHIBIT C - Form of Earnest Money Escrow Agreement

EXHIBIT D - Form of Opinion of Sellers' Counsel

EXHIBIT E - Form of Opinion of Buyer's Counsel

EXHIBIT F - Form of Retained Systems Escrow Agreement

EXHIBIT G - Form of Management Agreement

EXHIBIT H - Form of Indemnity Escrow Agreement

EXHIBIT I - Form of Opinion of Sellers' FCC Counsel

EXHIBIT J - Form of Earnest Money Letter of Credit

EXHIBIT K - Form of Retained Franchise Letter of Credit

-v-

<PAGE>

Schedule 1.01(a) - CATV Licenses

Schedule 1.01(b) - Current Assets

Schedule 1.01(c) - Current Liabilities

Schedule 1.01(d) - Excluded Assets

Schedule 1.01(e) - Excluded Liabilities

Schedule 1.01(f) - Permitted Encumbrances

Schedule 3.02 - Sellers' Consents and Approvals

Schedule 3.05 - Tax Notices and Assessments

Schedule 3.06(b) - Real Property

Schedule 3.06(d) - Environmental Matters

Schedule 3.07(b) - Notice of Claims or Purported Defaults in CATV
Instruments

Schedule 3.07(c) - Non-Compliance with Communications Act or FCC
Regulations

Schedule 3.08(a) - Labor Contracts and Actions

Schedule 3.09 - Employee Benefit Plans

Schedule 3.10(a) - Contracts in Default

Schedule 3.11 - Legal Proceedings

Schedule 3.13 - Miscellaneous Assets

Schedule 3.14(a) - CATV Systems: Channel Capacity

Schedule 3.14(b) - CATV Systems: Physical Characteristics

Schedule 3.15 - Insurance

Schedule 3.17 - Overbuilds

Schedule 3.18 - Intangibles

-vi-

<PAGE>

Schedule 4.05 - Buyer's Consents and Approvals

-vii-

<PAGE>

ASSET PURCHASE AGREEMENT

This Asset Purchase Agreement (the "Agreement") is made and entered into
as of August 29, 1997, by and among U.S. Cable Television Group, L.P. ("U.S.
Cable"), a Delaware limited partnership, ECC Holding Corporation, a Delaware
corporation ("EEC"), Missouri Cable Partners, L.P., a Delaware limited
partnership ("Missouri L.P.", and together with U.S. Cable and ECC, the
"Sellers"), Cablevision Systems Corporation, a Delaware corporation
("Cablevision"), and Mediacom LLC, a New York limited liability company
("Buyer");

R E C I T A L S

Sellers own and operate cable television systems serving the
communities described in Schedule 1.01(a).

Sellers desire to sell to Buyer, and Buyer desires to purchase from
Sellers, the CATV Business and the assets used or held for the operation
thereof in accordance with the terms and conditions contained herein.

NOW, THEREFORE, in consideration of the premises and the mutual
covenants contained herein, the parties agree as follows, each intending to
be legally bound as and to the extent herein provided.

1. Definitions.

1.01 Certain Definitions. For the purposes of this Agreement, the
following terms shall have the meanings set forth below:

Accounts Receivable: All active subscriber and advertising accounts
receivable relating to the CATV Business.

Acquired Assets: All of the properties, assets, privileges, rights,
interests, claims and goodwill, real and personal, tangible and intangible,
of every type and description, including Sellers' leasehold interests or
rights to possession, whether owned or leased or otherwise possessed, used or
held for use by Sellers in connection with the CATV Business, now in
existence or hereafter acquired by Sellers in compliance with the terms of
this Agreement prior to the Closing, including, without limitation, the
Accounts Receivable, the CATV Instruments, the Equipment, the Real Property,

<PAGE>

the Contracts, the Inventory and the Intangible Property; provided that
Acquired Assets shall exclude the Excluded Assets and any assets disposed of
prior to the Closing in the usual and ordinary course of business and not in
violation of this Agreement.

Agreement: This Agreement and the Schedules and Exhibits attached hereto.

Alabama Regional CATV System: All of Sellers' CATV Systems described in
Schedule 1.01(a) under the caption "Alabama Regional CATV System".

Allocation Firm: As defined in Section 2.08.

Asserted Claim: As defined in Section 10.04.

Assumed Liabilities: All liabilities, obligations and commitments of
Sellers (a) under the CATV Instruments, the CATV Licenses, the Equipment, the
Real Property, the Contracts, the Inventory, the Intangible Property and any
other Acquired Assets attributable to periods on and after the Closing Date,
(b) arising out of Buyer's ownership of the Acquired Assets attributable to
periods on and after the Closing Date and (c) to the extent (and only to the
extent) constituting Current Liabilities that are included in the Final
Working Capital Statement.

Balance Sheets: As defined in Section 3.03.

Basic Subscriber: As at any date of determination thereof, the sum of
(a) the total number of households (exclusive of accounts which are provided
free service as a courtesy and "second outlets", as such term is commonly
understood in the cable television industry, and exclusive of customers
billed on a bulk-billing or commercial-account basis and exclusive of senior
citizen subscribers that do not pay the regular monthly rate in respect of
the service provided) subscribing on such date to at least the most basic
tier of service offered by the relevant CATV System and paying undiscounted
regular monthly service fees and charges imposed in respect of such service,
and, if also subscribing to the expanded basic tier, also paying undiscounted
regular monthly service fees and charges imposed in respect of such service,
each of which has paid in full without discount at least one monthly bill
generated in the ordinary course of business, none of which is pending
disconnection for any reason, none of

<PAGE>

which is, as of the date of determination, delinquent in payment for services
for more than sixty days (measured from the first day of the month in which
the service with respect to which an unpaid billing statement relates was
provided); and (b) the total number of Equivalent Subscribers on such date;
provided, there shall be excluded from the definition of Basic Subscriber any
subscriber who comes within the definition of Basic Subscriber because (i)
its account has been compromised or written off within the twelve month
period preceding the date of determination, other than in the ordinary course
of business consistent with past practices for reasons such as service
interruption or waiver of late charges but not for the purpose of making it
qualify as a Basic Subscriber or (ii) it was obtained through offers made,
promotions conducted or discounts given which were designed to temporarily
increase the number of Basic Subscribers.

Basic Subscriber Estimate: As defined in Section 2.03.

Basic Subscriber Statement: As defined in Section 2.04(b).

Benefit Plans: As defined in Section 3.09(a).

Buyer: As defined in the Preamble to this Agreement.

Buyer Indemnified Party: As defined in Section 10.03(a).

Buyer's Basket: As defined in Section 10.02(c).

Buyer's Counsel: Cooperman Levitt Winikoff Lester & Newman, P.C.

Buyer's Objection: As defined in Section 2.04(b).

Buyer's Working Capital Objection: As defined in Section 2.04(a).

Cablevision: As defined in the Preamble to this Agreement.

CATV: Cable television.

CATV Business: The CATV business to be transferred to Buyer, currently
owned and operated by Sellers, which consists of the transmission,
distribution and local origination of

<PAGE>

audio and video signals over the CATV Systems used by the respective CATV
business located in the System Area.

CATV Business Material Adverse Effect: Means a material adverse effect
on the assets, financial condition or results of operations of all of the
CATV Business taken as a whole other than any such effect resulting from
changes in general economic or political conditions or legal, governmental,
regulatory or competitive factors affecting CATV systems operators generally.

CATV Instruments: All franchises, ordinances or licenses granted to the
Sellers by any Governmental Authority; permits for wire crossings over or
under highways, railroads, and other property; construction permits and
certificates of occupancy; business radio, Earth Station and other FCC
licenses; pole attachment and other Contracts with utilities; federal, state,
county and municipal permits, orders, variances, exemptions, approvals,
consents, licenses and other authorizations; lease access agreements; and all
other approvals, consents and authorizations used or held for use in the CATV
Business.

CATV Licenses: The franchises and licenses issued by any Governmental
Authority and the licenses issued by the FCC used in the CATV Business as
presently conducted by Sellers, all of which are listed in Schedule 1.01(a).

CATV System: A complete CATV reception and distribution system
consisting of one or more head-ends, one or more microwave receive sites,
trunk cable, subscriber drops and associated electronic equipment, which is,
or is capable of being, operated as an independent system without
inter-connections to other systems.

Closing: A meeting for the purpose of concluding the transactions
contemplated by this Agreement held at the place and on the date fixed in
accordance with Section 12.01.

Closing Date; Date of Closing: The date fixed for the Closing in
accordance with Section 12.01.

Code: The Internal Revenue Code of 1986, as amended.

Communications Act: As defined in Section 3.07(c).

<PAGE>

Consents: Any registration or filing with, consent or approval of,
notice to, or action by any Person or Governmental Authority required to
permit the transfer of the Acquired Assets to Buyer, the assumption by Buyer
of the Assumed Liabilities, or the performance by any Seller or Buyer of any
of their respective other obligations under this Agreement.

Contract: Any contract (other than a programming contract), mortgage,
deed of trust, bond, indenture, lease, license, note, certificate, option,
warrant, retransmission agreement, must-carry election and lease access
agreement (but only to the extent such agreement or election is assignable in
accordance with its terms), right, or other instrument, document or written
agreement relating to the CATV Business to which the Sellers are parties or
by which the Sellers or the assets of the Sellers included within the CATV
Business are bound, excluding any CATV Instrument.

Covenantors: As defined in Section 5.06.

CPA Firm: As defined in Section 2.04(a).

Current Assets: Means one hundred percent (100%) of Accounts Receivable
that are sixty (60) days or less past due and zero percent (0%) of Accounts
Receivable more than sixty (60) days past due (measured in each case from the
first day of the month in which the service with respect to an unpaid billing
statement relates was provided), plus all deposits with utilities, under
leases or related to guides, billing service (to the extent the contract
pursuant to which such service is provided is assigned to Buyer), postage,
the pro rata portion of any prepaid taxes in respect of the Acquired Assets,
all prepaid expenses, including in respect of pole rental or equipment
maintenance agreements that are Acquired Assets, and in respect of rent,
postage, promotional expenditures, guides, security service or two-way radio,
and other current assets (exclusive of Inventory), in each case relating to
the CATV Business and each as determined in accordance with GAAP (unless
otherwise specified herein) and consistent with Schedule 1.01(b) hereto but
excluding any such assets that are also Excluded Assets, which Schedule sets
forth the type and amounts of Current Assets as of May 31, 1997.

<PAGE>

Current Liabilities: Means accounts payable and accrued expenses
relating to the CATV Business and determined in accordance with GAAP, and
consistent with Schedule 1.01(c) hereto, which Schedule sets forth the type
and amounts of Current Liabilities as of May 31, 1997; provided, however,
that there shall be excluded from Current Liabilities any payable or expense
that relates to a contract commitment or arrangement, or other asset of
Sellers which is not being transferred to Buyer hereunder.

DOJ: The United States Department of Justice.

Earnest Money Escrow: As defined in Section 2.05.

Earnest Money Escrow Agent: As defined in Section 2.05.

Earnest Money Escrow Agreement: As defined in Section 2.05.

Earth Station: A satellite earth receiving station consisting of one or
more "dish" antennas, usually operated in conjunction with a building which
houses electronic signal processing and amplification equipment, all of which
is also referred to as a "head end".

ECC: As defined in the Preamble to this Agreement.

Employees: Means all employees of Sellers employed in the operation of the
CATV Business.

Encumbrances: Means any security agreement, conditional sale or other
title retention agreement, any lease, consignment or bailment given for
purposes of security, any lien, mortgage, pledge, encumbrance, adverse
interest, constructive trust or other trust, attachment, exception to or
defect in title or other ownership interest (including, but not limited to,
reservations, rights of entry, possibilities of reverter, encroachments,
easements, rights-of-way, rights of first refusal, restrictive covenants,
leases, and licenses) of any kind that otherwise constitutes an interest in
or claim against property, whether arising pursuant to any Law, under any
Contract or otherwise.

Environmental Law: Means any Law governing the protection of the
environment, (including air, water, soil and natural resources) or the use,
storage, handling, release or disposal of any hazardous or toxic substance.

<PAGE>

Environmental Reports: As defined in Section 10.05.

Equipment: All tangible personalty; electronic devices; towers; trunk
and distribution cable; decoders and spare decoders for scrambled satellite
signals; amplifiers; power supplies; conduit; vaults and pedestals; grounding
and pole hardware; installed subscriber's devices (including, without
limitation, drop lines, converters, encoders, transformers behind television
sets, remote controls and fittings); "head-ends" and "Hubs" (origination,
transmission and distribution system) hardware; tools; spare parts; maps and
engineering data; vehicles; supplies, tests and closed circuit devices;
furniture and furnishings; billing equipment, telephonic equipment and other
equipment owned by Sellers and used primarily in the CATV Business whether or
not located at the CATV Systems; and all other tangible personal property and
facilities owned by Sellers and used in the CATV Business.

Equivalent Subscriber: At any date of determination thereof, the number
of Equivalent Subscribers shall be equal to the aggregate number of
Equivalent Subscribers in the Regional CATV Systems. The number of
Equivalent Subscribers in each Regional CATV System shall be equal to the
quotient of (a) the aggregate billings by such Regional CATV System for basic
and expanded basic service provided by that Regional CATV System based on
billing reports prepared in the ordinary course of business, during the last
full month ending on or prior to such date, to residential multiple dwelling
units, commercial accounts, other subscribers that are billed for such
service on a bulk basis and single family households (including senior
citizen subscribers that do not pay the regular monthly rate in respect of
the service provided) which pay less than that Regional CATV System's regular
monthly rate for basic and expanded basic service and are not included in
Clause (a) of the definition of "Basic Subscriber" above, divided by (b) that
Regional CATV System's regular monthly subscriber rate for basic and expanded
basic service, which for purposes of this definition shall be the weighted
average rate of those charges within that Regional CATV System in effect for
such month. For purposes of the foregoing, there shall be excluded (A) all
billings from premium services, installation or other non-recurring charges,
converter rental or from any outlet or connection other than the first or
from any pass-through charge for sales taxes, line-itemized franchise fees,
fees charged by the FCC and the like, and (B) all billings to a commercial or
bulk account or discounted family household (i) which has not paid in full at
least one

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monthly bill generated in the ordinary course of business, (ii) which is
delinquent in payment for services for more than sixty (60) days measured
from the first day of the month in which the service with respect to which an
unpaid billing statement relates was provided (exclusive of account balances
of $8.00 or less attributed to late fees) based on billing reports prepared
in the ordinary course of business, (iii) which is pending disconnection for
any reason or (iv) which was obtained through offers made, promotions
conducted or discounts given which, in each case, were designed to
temporarily increase the number of Basic Subscribers.

ERISA: The Employee Retirement Income Security Act of 1974, as the same
has been and may be amended from time to time.

ERISA Affiliate: As defined in Section 3.09(c).

Estimated Working Capital Amount: Means (i) if Current Liabilities
exceed Current Assets as reflected on the Estimated Working Capital
Statements, such excess, expressed as a negative number, or (ii) if Current
Assets exceed Current Liabilities as reflected on the Estimated Working
Capital Statements, such excess, expressed as a positive number.

Estimated Working Capital Statements: As defined in Section 2.03.

Excluded Assets: Means (i) the partnership and corporate and financial
books, records and documents of Sellers (including tax records), (ii) all
cash and cash equivalents, (iii) all notes, accounts and other claims
receivable among the Sellers, (iv) all current assets (other than Inventory)
of Sellers (determined in accordance with GAAP) as of the Closing Date that
are not included in Current Assets, (v) all agreements of Sellers other than
those relating to the CATV Business and including any agreements in respect
of borrowings of the Sellers, (vii) all claims (other than such as are
included in Current Assets) with respect to tax abatements and refunds
relating to periods prior to the Closing Date, (viii) programming agreements
(other than assignable retransmission consents, must carry elections and
lease access agreements applicable to the CATV Business),(ix) Benefit Plans
and interests in multi-employer plans, (x) insurance policies, (xi) bonds,
(xii) the name "Cablevision", "Cablevision Systems" or "U.S. Cable" and all
logos, trademarks and

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intellectual property associated with such names, (xiii) the capital stock of
ECC and the partnership interests in Missouri, L.P., and (xiv) the assets and
properties of Sellers listed on Schedule 1.01(d).

Excluded Liabilities: Means all liabilities, obligations and
commitments of the Sellers, other than the Assumed Liabilities, including,
but not limited to, all liabilities, obligations and commitments arising out
of or relating to Sellers' ownership of the Acquired Assets and operations of
the CATV Business attributable to periods prior to the Closing Date, any
taxes not in respect of the Acquired Assets, indebtedness for money borrowed,
obligations to Seller's partners, officers, directors and advisors,
obligations relating to Excluded Assets, and the liabilities, obligations and
commitments of Sellers identified on Schedule 1.01(e) in each case other than
any Current Liabilities taken into account in determining the Final Working
Capital Amount.

FCC: The Federal Communications Commission.

Final Basic Subscriber Statement: As defined in Section 2.04(b).

Final Tangible Capital Expenditures Statement: As defined in Section
2.04(b).

Final Working Capital Amount: Means (i) if Current Liabilities exceed
Current Assets as reflected on the Final Working Capital Statements, such
excess, expressed as a negative number, or (ii) if Current Assets exceed
Current Liabilities as reflected on the Final Working Capital Statements,
such excess, expressed as a positive number.

Final Working Capital Statement: As defined in Section 2.04(a).

Financial Statements: As defined in Section 3.03.

Financing Commitment Letter: As defined in Section 4.07.

Florida Regional CATV System: All of Sellers' CATV Systems described in
Schedule 1.01(a) under the caption "Florida Regional CATV System".

FTC: The Federal Trade Commission.

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GAAP: Means U.S. generally accepted accounting principles consistently
applied.

Governmental Authority: Means the Federal Government, any state,
county, municipal, local or foreign government and any governmental agency,
bureau, court, tribunal, department, board, commission, authority or body or
any arbitrators or panel of arbitrators having jurisdiction with respect to a
particular matter.

Hazardous Substance: Means any substance listed, defined, designated or
classified as hazardous, toxic or radioactive under any applicable
Environmental Law, including petroleum and petroleum related products.

HSR Act and Rules: The Hart-Scott-Rodino Antitrust Improvements Act of
1976 and the rules and regulations promulgated thereunder, as from time to
time in effect prior to the Closing.

HSR Report: The Notification and Report Form for certain mergers and
acquisitions mandated by the HSR Act and Rules.

Income Statements: As defined in Section 3.03.

Indemnitee: As defined in Section 10.04.

Indemnitor: As defined in Section 10.04.

Indemnity Escrow: As defined in Section 2.07.

Indemnity Escrow Agent: As defined in Section 2.07.

Intangible Property: The copyrights, patents, trademarks, service marks
and trade names used in the CATV Business and all applications for, or
licenses, permits or other rights to use any thereof, and the value
associated therewith, which are owned, used or held for use by Sellers and
used in the CATV Business.

Interim Financial Statements: As defined in Section 3.03.

Inventory: Means all inventory as defined under GAAP, plus, without
limitation, all supplies, all maintenance equipment, all uninstalled
converters and other uninstalled subscriber devices, all cables and all
amplifiers owned by

<PAGE>

Sellers on the Closing Date as determined by the Sellers' inventory control
systems and used in the CATV Business.

Judgment: Any judgment, writ, order, injunction, award or decree of or
by any court, or judge, justice or magistrate, including any bankruptcy court
or judge, and any order of or by any Governmental Authority.

Kentucky Regional CATV System: All of Sellers' CATV Systems described
in Schedule 1.01(a) under the caption "Kentucky Regional CATV System."

Law: The common law and any statute, ordinance, code or other law,
rule, regulation, order, technical or other standard, requirement or
procedure enacted, adopted, promulgated, applied or followed by any
Governmental Authority or court, including, without limitation, Judgments and
the CATV Licenses.

LMDS: As defined in Section 5.06(a).

Losses: As defined in Section 10.02(a).

Management Agreement: As defined in Section 9.06(a).

Material CATV Instruments: Means all franchises, FCC Licenses and pole
attachment agreements that are used in the CATV Business as presently
conducted and any other CATV Instruments that are used in the CATV Business
as presently conducted, the loss of which would materially and adversely
affect or interfere with the operation of a Regional CATV System as presently
conducted.

Material Contracts: Means the leases in respect of Real Property that
have been marked with an asterisk on Schedule 3.02 (or any replacements
thereof) and any other Contracts requiring in any calendar year payments or
receipts exceeding $100,000 individually and that cannot be terminated on
thirty (30) days' notice without liability.

Missouri L.P.: As defined in the Preamble to this Agreement.

Missouri Regional CATV System: All of Sellers' CATV Systems described in
Schedule 1.01(a) under the caption "Missouri Regional CATV System."

<PAGE>

MMDS: As defined in Section 5.06(a).

North Carolina Regional CATV System: All of Sellers' CATV Systems
described in Schedule 1.01(a) under the caption "North Carolina Regional CATV
System."

Organizational Documents: As defined in Section 3.02(b).

Outside Date: As defined in Section 12.01.

Overdue Receivables: The Accounts Receivable for which Buyer is paying
Sellers zero percent (0%) of face value under Section 2.02 and the definition
of Current Assets.

Permitted Encumbrances: Means those Encumbrances set forth in Schedule
1.01(f) hereto and all other Encumbrances, if any, which do not materially
detract from the value of the tangible property subject thereto and which do
not materially interfere with the present and continued use of such property
in the operation of the CATV Business.

Person: Any natural person, Governmental Authority, corporation,
general or limited partner, partnership, joint venture, trust, association,
limited liability company or unincorporated entity of any kind.

Preliminary Working Capital Statements: As defined in Section 2.04(a).

Purchase Price: As defined in Section 2.02.

Rate Refund Adjustment: Means a final nonappealable order issued by a
Governmental Authority (i) in which a regulated rate charged and collected by
a Seller in any of the CATV Systems is found to have been higher than the
amount permitted by Law and (ii) requiring the payment of refunds (in cash or
by credit) to subscribers to a CATV System transferred to Buyer at Closing in
respect of payments by those subscribers prior to the Closing Date and which
have not been so refunded prior to the Closing Date together with any
interest in respect of such refund but only if interest has been ordered paid
by such Governmental Authority.

Real Property: All realty, fixtures, easements, rights-of-way,
leasehold and other interests in real property, buildings and improvements
owned, used or held for use in the CATV Business.

<PAGE>

Regional CATV Systems: The Alabama Regional CATV System, the Florida
Regional CATV System, the Kentucky Regional CATV System, the Missouri
Regional CATV System, and the North Carolina Regional CATV System (each, a
"Regional CATV System").

Regional Material Adverse Effect: Means a material adverse effect on
the assets, financial condition or results of operations of a Regional CATV
System taken as a whole other than any such effect resulting from changes in
general economic or political conditions or legal, governmental, regulatory
or competitive factors affecting CATV systems operators generally.

Relevant States: The states of Alabama, Florida, Illinois, North
Carolina, Mississippi, Missouri, Kansas, Kentucky, Oklahoma and Tennessee
which are those states in which the CATV Business is presently conducted.

Replacement Commitment Letter(s): A letter between Buyer and (i) any
bank operating under the laws of the United States of America or any state
thereof which has combined capital and surplus of at least $150,000,000, (ii)
any "bulge bracket" investment bank, or (iii) any nationally recognized
investment bank that regularly provides financing in connection with
transactions of the size contemplated by this Agreement, or any combination
thereof, that provides, on terms not different in substance from the
Financing Commitment Letter, that such bank or investment bank will finance
or underwrite the purchase of the Acquired Assets by Buyer.

Required Consents: The Consents designated as such on Schedules 3.02
and 4.05 by an asterisk.

Retained Basic Subscriber: As defined in Section 7.07.

Retained Franchises: As defined in Section 9.06.

Retained Franchise Price: An amount equal to $1,189.00 times the number
of Retained Basic Subscribers.

Retained Systems Escrow Agreement: As defined in Section 2.02.

Section 626 Request: Means a request for renewal under Section 626 of
the Communications Act.

<PAGE>

Seller Indemnified Party: As defined in Section 10.02(a).

Sellers: As defined in the Preamble to this Agreement.

Seller's Basket: As defined in Section 10.03(c).

Sellers' Counsel: Sullivan & Cromwell and such other counsel in one or
more jurisdictions as Sellers may determine. For purposes of Section
6.01(d), Sellers' Counsel may also include in-house counsel to Sellers and/or
Cablevision.

Sellers' FCC Counsel: Piper & Marbury L.L.P.

Side: As defined in Section 9.02(c).

SMATV: As defined in Section 5.06(a).

Subscriber Adjustment: An amount equal to $1,189.00 times the
difference between 265,000 and the number of Basic Subscribers of the CATV
Business actually delivered on the Closing Date, if less than 265,000, such
adjustment to be allocated by the Sellers to the appropriate Seller.

System Areas: The geographical areas covered by the cable television
franchises in Schedule 1.01(a).

Tangible Capital Expenditures: Expenditures made by Sellers with
respect to the CATV Systems included in the CATV Business, generally in
accordance with the 1997 budget relating thereto delivered by Sellers to
Buyer, to acquire or construct fixed assets, plant and equipment (including
renewals, improvements and replacements, but excluding repairs) computed in
accordance with GAAP less capitalized labor which has been reflected in
income statements in accordance with GAAP.

Tangible Capital Expenditures Adjustment: An amount equal to the
difference between $11,770,000 and the Tangible Capital Expenditures made by
Sellers between January 1, 1997 and December 31, 1997 (or the Closing Date,
if earlier) but only if such Tangible Capital Expenditures are less than
$11,770,000.

Tangible Capital Expenditures Estimate: As defined in Section 2.03.

<PAGE>

Tangible Capital Expenditures Statement: As defined in Section 2.04(b).

Tax Returns: As defined in Section 3.05.

U.S. Cable: As defined in the Preamble to this Agreement.

1.02 Other Definitional Provisions. Terms defined in the singular
shall have a comparable meaning when used in plural, and vice versa.

2. Purchase and Sale.

2.01 Transfer of Assets. At the Closing, upon the terms and conditions
set forth in this Agreement, Sellers shall sell, convey, transfer, assign and
deliver to Buyer, and Buyer shall purchase, accept and receive, all of
Sellers' right, title and interest in and to the Acquired Assets, such
transaction to be effective as of 12:01 a.m. on the Closing Date.

2.02 Purchase Price. In consideration for the transfer of the Acquired
Assets pursuant to Section 2.01, and the other covenants, agreements,
representations and warranties contained herein, Buyer shall at Closing (i)
pay to Sellers a purchase price of three hundred and fifteen million Dollars
($315,000,000) (A) plus, if a positive number, or minus, if a negative
number, the Estimated Working Capital Amount to or from Sellers as provided
in Section 2.03, less (B) the Subscriber Adjustment, if any, and less (C) the
Tangible Capital Expenditures Adjustment, if any, (such price, together with
(A), (B) and (C), the "Purchase Price") less the Indemnity Escrow, which
shall be deposited by Buyer with the Indemnity Escrow Agent at Closing, by,
subject to the following sentence, federal funds wire transfer of immediately
available funds to such account at a United States bank as shall be
designated by Sellers, and (ii) assume and agree to pay, discharge and
perform the Assumed Liabilities as and when due in accordance with the Bill
of Sale, General Assignment and Instrument of Assumption of Liabilities
attached as Exhibit B hereto. In the event that at Closing there are any
Retained Basic Subscribers, Buyer shall at Closing deposit into escrow an
irrevocable letter of credit, in substantially the form attached as Exhibit J
hereto, in an amount equal to the Retained Franchise Price and shall reduce
the amount of any wire transfer required to pay the Purchase Price by the

<PAGE>

Retained Franchise Price. A form of escrow agreement (the "Retained Systems
Escrow Agreement") with respect to the Retained Franchise Price is attached
as Exhibit F hereto. Payment of the net amount provided for in this Section
2.02 shall be made to U.S. Cable, to ECC and to Missouri, L.P., subject to
the foregoing adjustments, as U.S. Cable may determine prior to Closing.

2.03 Estimated Working Capital Statements. At least fifteen (15)
business days prior to the Closing Date, Sellers shall deliver to Buyer (i) a
working capital statement of Sellers' CATV Business as of the Closing Date,
which statement shall be prepared in a manner consistent with the preparation
of the Financial Statements, except as otherwise provided in this Agreement,
and shall set forth the Sellers' good faith estimate of the Current Assets
and Current Liabilities of the Sellers' CATV Business as of the Closing Date
(the "Estimated Working Capital Statements"), (ii) an estimate of the number
of Basic Subscribers to be transferred on the Closing Date (the "Basic
Subscriber Estimate") and an estimate of the Subscriber Adjustment, if any,
to be made at Closing and (iii) an estimate of Tangible Capital Expenditures
made by the Sellers during the period January 1, 1997 through December 31,
1997 (or the Closing Date, if earlier) (the "Tangible Capital Expenditures
Estimate") and an estimate of the Tangible Capital Expenditure Adjustment, if
any, to be made at Closing. Prior to Closing, the Sellers shall provide
Buyer or Buyer's representatives with copies of all books and records as
Buyer may reasonably request for purposes of verifying the Estimated Working
Capital Statements, the Basic Subscriber Estimate and the Tangible Capital
Expenditures Estimate and shall meet at Buyer's reasonable request on
reasonable notice with Buyer's accountants and other representatives;
provided, however, that if Sellers determine in good faith that providing
copies of any books and records requested by Buyer pursuant to this Section
2.03 would be unduly burdensome to Sellers, then Sellers shall make
available, on reasonable notice, any such books and records that it has not
copied for Buyer, at the offices of the Sellers at One Media Crossways,
Woodbury, New York.

2.04 Post Closing Adjustments.

(a)(i) Within ninety (90) days after the Closing Date, the Sellers
shall prepare, or cause to be prepared, and deliver to Buyer a working
capital statement of Sellers' CATV Business as of the Closing Date, which

<PAGE>

statement shall be prepared in accordance with GAAP and in a manner
consistent with the preparation of the Financial Statements, except as
otherwise required by this Agreement, and shall set forth the Current
Assets and Current Liabilities of Sellers' CATV Business as of the Closing
Date (the "Preliminary Working Capital Statements"). Buyer shall cooperate
in providing to Sellers access, on reasonable notice, to all relevant
books, records and personnel of the CATV Business in order to facilitate
the preparation of the Preliminary Working Capital Statements.

(ii) During the succeeding thirty (30) day period, Buyer shall have
the right to examine the Preliminary Working Capital Statements and all
records used to prepare the Preliminary Working Capital Statements.
Sellers shall provide Buyer or Buyer's representatives with copies of all
books and records that Buyer may reasonably request for purposes of Buyer's
review of the Preliminary Working Capital Statements; provided, however,
that if Sellers determine in good faith that providing copies of any books
and records requested by Buyer pursuant to this Section 2.04(a)(ii) would
be unduly burdensome to Sellers, then Sellers shall make available, on
reasonable notice, any such books and records that it has not copied for
Buyer, at the offices of the Sellers at One Media Crossways, Woodbury, New
York.

(iii) In the event Buyer determines that the Preliminary Working
Capital Statements have not been prepared on the basis set forth in Section
2.04(a)(i) hereof, Buyer shall so inform Sellers in writing (the "Buyer's
Working Capital Objection"), setting forth a reasonably specific
description of the basis of the Buyer's Working Capital Objection on or
before the last day of the thirty (30) day period referred to in Section
2.04(a)(ii) hereof. If Buyer delivers a Buyer's Working Capital Objection,
Buyer and Sellers shall attempt to resolve the differences underlying the
Buyer's Working Capital Objection within twenty (20) days of Sellers'
receipt thereof. If Sellers and Buyer are unable to resolve all their
differences within such twenty (20) day period, they shall refer their
remaining differences to Ernst & Young LLP, or such other nationally
recognized firm of independent public accountants as to which Buyer and
Sellers may mutually agree (the "CPA Firm"), who

<PAGE>

shall, acting as experts and not as arbitrators, determine on the basis of
the standard set forth in Section 2.04(a)(i) hereof and only with respect
to the remaining differences so submitted, whether and to what extent, if
any, the Preliminary Working Capital Statements require adjustment. The
CPA Firm will base its determination only on evidence brought to it by the
parties and shall not conduct an audit. The CPA Firm shall deliver its
written determination to Buyer and Sellers no later than the twentieth
(20th) business day after the remaining differences underlying the Buyer's
Working Capital Objection are referred to the CPA Firm. The CPA Firm's
determination shall be conclusive and binding upon the parties. The fees
and disbursements of the CPA Firm shall be allocated between Buyer and
Sellers in the same proportion that the aggregate amount of any disputed
items submitted to the CPA Firm that are unsuccessfully disputed by each
(as finally determined by the CPA Firm) bears to the total amount of any
disputed items so submitted. Buyer and Sellers shall make readily
available to the CPA Firm all relevant books and records and any work
papers relating to the Preliminary Working Capital Statements and all other
items reasonably requested by the CPA Firm. A "Final Working Capital
Statement" shall be (i) the Preliminary Working Capital Statement in the
event that (x) a Buyer's Working Capital Objection is not delivered to the
Sellers in the period set forth in Section 2.04(a)(ii) hereof, or (y) the
Sellers and Buyer so agree; or (ii) the Preliminary Working Capital
Statement as adjusted by either (x) the agreement of the Sellers and Buyer
or (y) the CPA Firm.

(iv) On the fifth (5th) business day following the determination of
Sellers' Final Working Capital Statement pursuant to Section 2.04(a)(iii),
(i) if both the Estimated and Final Working Capital Amounts of Sellers are
positive, then (AA) if the Final Working Capital Amount exceeds the
Estimated Working Capital Amount, then Buyer shall pay to Sellers an amount
equal to such excess; and (BB) if the Estimated Working Capital Amount
exceeds the Final Working Capital Amount, then Sellers shall pay to Buyer
an amount equal to such excess; (ii) if both the Estimated and Final
Working Capital Amounts of Sellers are negative, then (AA) if the absolute
value of the Final Working Capital Amount exceeds the absolute value of the
Estimated Working Capital Amount, then Sellers shall pay to Buyer an amount
equal to such

<PAGE>

excess; and (BB) if the absolute value of the Estimated Working Capital
Amount exceeds the absolute value of the Final Working Capital Amount, then
Buyer shall pay to Sellers an amount equal to such excess; (iii) if the
Estimated Working Capital Amount is negative and the Final Working Capital
Amount is positive, then Buyer shall pay to Sellers an amount equal to the
sum of the absolute values thereof; and (iv) if the Estimated Working
Capital Amount is positive and the Final Working Capital Amount is
negative, then Sellers shall pay to Buyer an amount equal to the sum of the
absolute values thereof.

(v) Any amount payable pursuant to Section 2.04(a)(iv) hereof shall
be paid by wire transfer of immediately available funds to a bank account
designated by Buyer or Sellers, as the case may be.

(b)(i) Within ninety (90) days after the Closing Date, the Sellers
shall prepare, or cause to be prepared, and deliver to Buyer a statement
setting forth (x) the number of Basic Subscribers as of the Closing Date,
which statement shall be prepared in conformity with the definition of
Basic Subscriber contained herein (the "Basic Subscriber Statement") and
(y) the Tangible Capital Expenditures made by Sellers from January 1, 1997
through December 31, 1997 (or the Closing Date, if earlier) (the "Tangible
Capital Expenditures Statement"). Buyer shall cooperate in providing to
Sellers access, upon reasonable notice, to all relevant books, records and
personnel of the CATV Business in order to facilitate the preparation of
the Basic Subscriber Statement.

(ii) During the succeeding thirty (30) day period, Buyer shall have
the right to examine the Basic Subscriber Statement and the Tangible
Capital Expenditures Statement and all records used to prepare the Basic
Subscriber Statement and the Tangible Capital Expenditures Statement.
Sellers shall provide Buyer or Buyer's representatives with copies of all
books and records that Buyer may reasonably request for purposes of Buyer's
review of the Basic Subscriber Statement and Tangible Capital Expenditures
Statement; provided, however, that if Sellers determine in good faith that
providing copies of any books and records requested by Buyer pursuant to
this Section 2.04(b)(ii) would be unduly burdensome to Sellers, then
Sellers shall make

<PAGE>

available, on reasonable notice, any such books and records that it has not
copied for Buyer, at the offices of the Sellers at One Media Crossways,
Woodbury, New York.

(iii) In the event Buyer determines that (x) the Basic Subscriber
Statement has not been prepared on the basis set forth in Section
2.04(b)(i) hereof or (y) that the Tangible Capital Expenditures Statement
is incorrect, Buyer shall so inform Sellers in writing (the "Buyer's
Objection"), setting forth a reasonably specific description of the basis
of the Buyer's Objection on or before the last day of the thirty (30) day
period referred to in Section 2.04(b)(ii) hereof. If Buyer delivers a
Buyer's Objection, Buyer and Sellers shall attempt to resolve the
differences underlying the Buyer's Objection within twenty (20) days of
Sellers' receipt thereof. If Sellers and Buyer are unable to resolve all
their differences within such twenty (20) day period, they shall refer
their remaining differences to the CPA Firm, who shall determine on the
basis of the standard set forth in Section 2.04(b)(i) hereof and only with
respect to the remaining differences so submitted, whether and to what
extent, if any, the Basic Subscriber Statement or the Tangible Capital
Expenditures Statement requires adjustment. The CPA Firm will base its
determination only on evidence brought to it by the parties and shall not
conduct an audit. The CPA Firm shall deliver its written determination to
Buyer and Sellers no later than the twentieth (20th) business day after the
remaining differences underlying the Buyer's Objection are referred to the
CPA Firm. The CPA Firm's determination shall be conclusive and binding
upon the parties. The fees and disbursements of the CPA Firm shall be
allocated between Buyer and Sellers in the same proportion that the
aggregate amount of any disputed Basic Subscribers or the amount of
disputed Tangible Capital Expenditures submitted to the CPA Firm that are
unsuccessfully disputed by each (as finally determined by the CPA Firm)
bears to the total amount of any Basic Subscribers or Tangible Capital
Expenditures so submitted. Buyer and Sellers shall make readily available
to the CPA Firm all relevant invoices, books and records and any work
papers relating to the Basic Subscriber Statement and all other items
reasonably requested by the CPA Firm. A "Final Basic Subscriber Statement"
and a "Final Tangible Capital Expenditures

<PAGE>

Statement" shall in each case be (i) the Basic Subscriber Statement and the
Tangible Capital Expenditures Statement, respectively, in the event that
(x) a Buyer's Objection is not delivered to the Sellers in the period set
forth in Section 2.04(b)(ii) hereof, or (y) the Sellers and Buyer so
agree; or (ii) the Basic Subscriber Statement and the Tangible Capital
Expenditures Statement, respectively, as adjusted by either (x) the
agreement of the Sellers and Buyer or (y) the CPA Firm.

(iv) On the fifth (5th) business day following the determination of
the Final Basic Subscriber Statement pursuant to Section 2.04(b)(iii), if
the number of Basic Subscribers included in the Final Basic Subscriber
Statement is less than 265,000 and less than the number of Basic
Subscribers included in the Basic Subscriber Estimate, then Sellers shall
pay the Buyer an amount equal to $1,189.00 times the difference between the
number of Basic Subscribers included in the Basic Subscriber Estimate (but
not above 265,000) and the number of Basic Subscribers included in the
Final Basic Subscriber Statement. If the number of Basic Subscribers
included in the Final Basic Subscriber Statement is more than the number of
Basic Subscribers included in the Basic Subscriber Estimate and the number
of Basic Subscribers in the Basic Subscriber Estimate was less than
265,000, then on such fifth (5th) business day, Buyer shall pay to Sellers
an amount equal to $1,189.00 times the difference between the number of
Basic Subscribers included in the Final Basic Subscriber Statement (but not
above 265,000) and the number of Basic Subscribers included in the Basic
Subscriber Estimate. On the fifth (5th) business day following the
determination of the Final Tangible Capital Expenditures Statement pursuant
to Section 2.04(b)(iii), if the amount of Tangible Capital Expenditures
included in the Final Tangible Capital Expenditures Statement is less than
$11,770,000 and less than the amount of Tangible Capital Expenditures
included in the Tangible Capital Expenditures Estimate, then Sellers shall
pay the Buyer an amount equal to the difference between the amount of
Tangible Capital Expenditures included in the Final Tangible Capital
Expenditures Statement and the amount of Tangible Capital Expenditures
included in the Tangible Capital Expenditures Estimate (but not above
$11,770,000). If the amount of Tangible Capital Expenditures included in
the Final Tangible Capital

<PAGE>

Expenditures Statement is more than the amount of Tangible Capital
Expenditures included in the Tangible Capital Expenditures Estimate and the
Tangible Capital Expenditure Estimate was less than $11,770,000, then on
such fifth (5th) business day, Buyer shall pay to Sellers the difference
between the amount of Tangible Capital Expenditures included in the Final
Tangible Capital Expenditures Statement (but not above $11,770,000) and the
amount of Tangible Capital Expenditures included in the Tangible Capital
Expenditures Estimate.

(v) Any amount payable pursuant to Section 2.04(b)(iv) hereof shall
be paid by wire transfer of immediately available funds to a bank account
designated by Buyer or Sellers, as the case may be.

2.05 Earnest Money Deposit. Concurrently herewith, Buyer has deposited
with The Chase Manhattan Bank as escrow agent ("Earnest Money Escrow Agent"),
an irrevocable letter of credit in the amount of $15,000,000, in
substantially the form attached hereto as Exhibit J, for the Earnest Money
Escrow ("Earnest Money Escrow") to be held pursuant to an escrow agreement
(the "Earnest Money Escrow Agreement") substantially in the form of Exhibit C
hereto. Such letter of credit shall be held and administered under the
Earnest Money Escrow as provided in the Earnest Money Escrow Agreement. The
Earnest Money Escrow shall be distributed as provided in the Earnest Money
Escrow Agreement and Article 12 hereof.

2.06 Sales and Transfer Taxes. All sales and use taxes and transfer
taxes, if any, arising from the transfer of the Acquired Assets shall be
shared equally between Buyer and Sellers.

2.07 Indemnity Escrow. At the Closing, Buyer shall deposit out of the
Purchase Price, the sum equal to $15,000,000 ("Indemnity Escrow") with The
Chase Manhattan Bank, as Escrow Agent (the "Indemnity Escrow Agent"),
pursuant to the Indemnity Escrow Agreement in the form annexed hereto as
Exhibit H, to secure Buyer's rights with respect to claims to indemnification
under Section 10.2. On the 366th day following the Closing Date, or, if such
date is not a business day in New York, New York, the following business day,
any amounts then in the custody of the Escrow Agent under the Indemnity
Escrow Agreement less the amount of any claims made by Buyer prior thereto
and not resolved in accordance with the terms thereof, shall be released to
the Sellers pursuant to

<PAGE>

their written instructions and in conformity with the Indemnity Escrow
Agreement.

2.08 Determination and Allocation of Purchase Price. For federal income
and other applicable tax purposes, the Purchase Price shall be allocated among
the Acquired Assets as agreed to by the parties prior to the Closing Date. In
the event that the parties have not agreed upon an allocation of the Purchase
Price prior to Closing, the allocation of the Purchase Price shall be determined
by an appraisal to be obtained within 120 days after the Closing Date. The
appraiser performing the appraisal shall be expert in the appraisal of cable
television systems and shall be mutually selected and engaged by Sellers and
Buyer. The parties shall cause the appraiser to consult with Buyer and Sellers
during the preparation of such appraisal, and the appraiser shall deliver drafts
and the final appraisal to Buyer and Sellers simultaneously. Buyer and Sellers
agree to be bound by such allocation and to file all returns and reports in
respect of the transactions contemplated herein on the basis of such allocation.
The cost of the appraisal shall be borne equally by Buyer, on one hand, and
Sellers, on the other hand. Sellers and Buyer agree to prepare and file an IRS
Form 8594 in a timely fashion in accordance with the rules under Section 1060 of
the Code. To the extent that the Purchase Price is adjusted after the Closing
Date, the parties agree to revise and amend IRS Form 8594 in the same manner and
according to the same procedure. The determination and allocation of the
Purchase Price derived pursuant to this subsection shall be binding on Sellers
and Buyer for all tax reporting purposes.

3. Representations and Warranties of Sellers.

To induce Buyer to enter into this Agreement, Sellers represent and warrant
to Buyer as follows:

3.01 Organization and Authority of Sellers. U.S. Cable is a Delaware
limited partnership, ECC is a Delaware corporation and Missouri L.P. is a
Delaware limited partnership, each duly organized, validly existing and in good
standing under the laws of its respective jurisdiction of organization, and each
is duly qualified and licensed to do business and is in good standing under the
laws of Relevant States in which such Seller does business except where such
failures to be so qualified, licensed or in good standing in a jurisdiction,
individually or in the aggregate, do not have, has not had and would not
reasonably be expected to have, a

<PAGE>

Regional Material Adverse Effect or do not or would not materially adversely
affect Sellers' ability to perform their obligations hereunder. Sellers have
all requisite corporate or limited partnership power and authority to own, lease
and use the Acquired Assets as they are currently owned, leased or used and to
conduct the CATV Business as it is currently conducted.

3.02 Legal Capacity; Approvals and Consents.

(a) Authority and Binding Effect. Subject to Section 9.02 hereof and
the receipt of Consents set forth on Schedule 3.02, each Seller has all
requisite power and authority to execute and deliver this Agreement and to
perform its obligations hereunder. The execution and delivery of this
Agreement and the performance of each Seller's obligations hereunder have
been duly and validly authorized by all necessary corporate or limited
partnership action on the part of each Seller. This Agreement has been
duly executed and delivered by each Seller and is the valid and binding
obligation of such Seller enforceable in accordance with its terms, except
as such enforceability may be affected by the laws of bankruptcy,
insolvency, reorganization and creditors' rights generally and by the
availability of equitable remedies.

(b) No Breach or Violation. Subject only to obtaining the Consents
set forth on Schedule 3.02, the execution, delivery and performance of this
Agreement do not, and will not, contravene the certificate of incorporation
or by-laws of ECC or the certificate of limited partnership or the
agreement of limited partnership of U.S. Cable or Missouri (collectively,
the "Organizational Documents"), and do not, and will not: (i) conflict
with or result in a breach or violation by any Seller of, or
(ii) constitute a default (without regard to any requirement of notice,
passage of time or elections by any Person) by any Seller under, or
(iii) permit or result in the termination, suspension, modification or
impairment of, or adversely affect any Seller's ability to perform its
obligations under, any CATV Instrument, Law, Judgment, or Contract to which
any Seller is a party or by which any Seller, the CATV Business or any of
the Acquired Assets is subject or bound or may be affected, or (iv) create
or impose, or result in the creation or imposition of, any Encumbrance

<PAGE>

(other than Permitted Encumbrances) upon any of the Acquired Assets, in
each case under clause (i) through (iv) above, except such conflicts,
breaches, violations, defaults, terminations, suspensions, modifications or
impairments which, individually or in the aggregate, has not had, do not
have or would not reasonably be expected to have, a Regional Material
Adverse Effect or does not or would not materially adversely affect
Sellers' ability to perform their obligations hereunder.

(c) Required Consents. Except for the parties listed in Schedules
3.02 and 4.05, there are no parties whose Consent, or with whom the filing
of any certificate, notice, application, report or other document, is
legally or contractually required or otherwise is necessary in connection
with the execution, delivery or performance of this Agreement by Sellers,
except where failure to obtain such Consent or approval or failure to make
such filing, individually or in the aggregate, has not had, does not have
or would not reasonably be expected to have, a Regional Material Adverse
Effect or does not or would not materially adversely affect Sellers'
ability to perform their obligations hereunder.

3.03 Financial Statements. U.S. Cable has delivered to Buyer true and
complete copies of its audited consolidated balance sheets as at December 31,
1996, December 31, 1995, and December 31, 1994 (collectively the "Balance
Sheets"); U.S. Cable has delivered to Buyer true and complete audited
consolidated statements of income for the years ending December 31, 1996, 1995
and 1994 (collectively the "Income Statements" and, collectively with the
Balance Sheets, the "Financial Statements"). U.S. Cable's audited consolidated
Financial Statements include in the consolidation the financial position and
results of operations of ECC and Missouri L.P. and do not include the financial
position and results of operations of any other entity, whether or not a
subsidiary of any of Sellers. The Financial Statements were prepared in
accordance with GAAP and present fairly in all material respects the
consolidated financial position of U.S. Cable as of those dates and the
consolidated results of U.S. Cable's operations for the periods then ended.
U.S. Cable has also provided to Buyer a consolidated balance sheet and
consolidated income statement as of June 30, 1997 (the "Interim Financial
Statements"), which Interim Financial Statements were prepared in accordance
with GAAP (except for

<PAGE>

the absence of footnotes) and in accordance with the practices customarily
followed by U.S. Cable in preparing its interim statements and, subject to
normal year-end adjustments and the procedures followed in interim statements,
present fairly in all material respects the consolidated financial position and
the consolidated results of operation of U.S. Cable, ECC and Missouri, L.P. (and
no other entities) as at the date and for the period indicated and are stated on
a basis generally consistent with the above-described Financial Statements.

3.04 Changes in Operation. Since the date of the Interim Financial
Statements, there has not been any event or circumstance which, individually or
in the aggregate, has had, does have or would reasonably be expected to have, a
Regional Material Adverse Effect.

3.05 Tax Returns. Each Seller has, and will have as of the Closing Date,
duly filed all federal, state, local and foreign income, information, franchise,
sales, use, property, excise and payroll and other tax returns or reports
(herein "Tax Returns") required to be filed by such Seller on or prior to the
date hereof or which are required to be filed on or prior to the Closing Date
and all such Tax Returns were prepared in good faith and are accurate and
complete in all material respects. All taxes, fees and assessments that are
shown on such Tax Returns as due or payable by each Seller on or before the date
hereof or the Closing Date, as the case may be, and that might result in an
Encumbrance upon any of the Acquired Assets have been or will be duly paid.
Except as set forth in Schedule 3.05, no Seller has received a notice or
assessment to the effect that there is any unpaid tax, interest, penalty or
addition to tax due or claimed to be due from the Seller in respect of such Tax
Returns; no Seller has received a notice of the assertion or threatened
assertion of any Encumbrances with respect to any Acquired Assets on account of
any unpaid taxes; and no audits of such Tax Returns by any Governmental
Authority are pending or, so far as any Seller knows, threatened. Except as set
forth in Schedule 3.05, no Seller has outstanding a request for extension of
time within which to pay taxes; there has been no waiver or extension by any
Seller of any applicable statute of limitations for the collection or assessment
of taxes; and each Seller has withheld and paid in a timely manner all payments
for withholding taxes, unemployment insurance and other amounts required to be
withheld and paid.

<PAGE>

3.06 Acquired Assets.

(a) Title; Encumbrances. Each Seller has (i) good title to all of
its Equipment, Inventory and other personal property and good and
marketable title to all of its Real Property owned in fee, and (ii) the
right and authority (subject to the receipt of the Consents specified
herein) to transfer to Buyer all of the Seller's right, title and interest
in and to the other property or rights included in the Acquired Assets, in
each instance in (i) and (ii) above free and clear of any Encumbrances
except Permitted Encumbrances, except for any instance in which the failure
to have such title, right or authority, individually or in the aggregate
with such other instances, has not had, does not have, and would not
reasonably be expected to have, a Regional Material Adverse Effect.

(b) Real Property. Schedule 3.06(b) sets forth a list, complete and
correct in all material respects, of all Real Property owned, leased,
occupied or used by Sellers in connection with the operation of the CATV
Business as presently conducted. The Real Property comprises all real
property interests necessary to conduct the CATV Business as currently
conducted. Except for any instances where the failure to be true of the
below items (i) through (ix), individually or in the aggregate, has not
had, does not have, or would not reasonably be expected to have, a Regional
Material Adverse Effect: (i) except for routine repairs, all of the
improvements, leasehold improvements and the premises of the Real Property
are in good condition and repair and suitable for the purposes used, (ii)
each parcel of Real Property (w) has access to and over public streets, or
private streets for which a Seller has a valid right of ingress and egress,
(x) conforms in its current use to all zoning requirements without reliance
on a variance or a classification of the parcel in question as a
nonconforming use, (y) conforms in its use to all restrictive covenants, if
any, or other Encumbrances affecting all or part of such parcel, and (z)
has access (directly or by easement, right of way, or similar right
included in the Acquired Assets) to all utilities and services to the
extent necessary for the operation of the current operations of the CATV
System with respect to such parcel, (iii) Sellers have all easements, and
all leases, fee interests, access agreements, and other

<PAGE>

rights required by Law for the use of all Real Property used in the CATV
Business, including all Real Property over, under, or on which the CATV
Business is conducted, (iv) there are not pending or, to the best of
Sellers' knowledge, threatened, any condemnation actions, increases in tax
assessments or adverse zoning changes, with respect to, in each case, such
Real Property or any part thereof, (v) no Seller has received written
notice of the desire of any public authority or other entity to take or use
any Real Property or any part thereof, (vi) all leases and subleases
pursuant to which any of the Real Property is occupied or used are set
forth on Schedule 3.06(b) and are valid and binding and in full force and
effect, (vii) no Seller has and, to the best of each Seller's knowledge
after reasonable inquiry, no other party to any Contract, lease or sublease
relating to any Real Property has given or received notice of breach or
termination except any which may have been waived or withdrawn, (viii) all
easements, rights-of-way and other similar rights which are necessary for
each Seller's current use of any Real Property are valid and in full force
and effect, and (ix) no Seller has received any notice with respect to the
termination or breach of any such easements, rights-of-way or other similar
rights except any which may have been waived or withdrawn or which are no
longer relevant.

(c) Acquired Assets. The Acquired Assets include all assets owned,
used or held for use by the Sellers and that are necessary to conduct the
CATV Business as it is presently being conducted except where the failure
to own, use or hold such assets, individually or in the aggregate, has not
had, does not have or would not reasonably be expected to have, a Regional
Material Adverse Effect.

(d) Environmental Matters. Except as disclosed in Schedule 3.06(d):
(i) the Acquired Assets and the operation of the CATV Business comply in
all material respects with applicable Environmental Laws; (ii) no Seller
has received any written notice from any Governmental Authority alleging
that, and Sellers have no knowledge, after reasonable inquiry, that, the
Acquired Assets and the operation of the CATV Business are in violation in
any material respect of any applicable Environmental Law; (iii) the
Acquired Assets and the operation of the CATV Business are not the subject
of any

<PAGE>

written notice actually received by a Seller, or any Judgment arising under
any Environmental Law; and (iv) during the period of the relevant Seller's
ownership and, to the best of Sellers' knowledge after reasonable inquiry,
prior to the period of the relevant Seller's ownership, the Acquired Assets
have not been used for the generation, storage, discharge or disposal of
any Hazardous Substances except as permitted by applicable Environmental
Laws.

3.07 The CATV Business. With respect to the CATV Business, each Seller
makes the following warranties and representations:

(a) Since the date of the Interim Financial Statements, (i) the CATV
Business has been operated only in the ordinary course; (ii) there has been
no sale, assignment or transfer of any assets or properties related to the
CATV Business other than on an arms' length basis in the ordinary course of
business; (iii) there has been no amendment or termination of any Contract
or CATV Instrument; (iv) there has been no waiver or release of any right
or claim of any Seller against any third party; (v) there has been no
agreement by any Seller to take any of the actions described in the
preceding clauses (i) through (iv), except as contemplated by this
Agreement and except for any instances that, individually or in the
aggregate, have not had, do not have or would not reasonably be expected to
have, a Regional Material Adverse Effect.

(b) Except for such instances where the failure to be true of the
below items (i) through (iv), individually or in the aggregate, have not
had, does not have, or would not reasonably be expected to have, a Regional
Material Adverse Effect and except as set forth in Schedule 3.07(b): (i)
each Seller holds all of the franchises, licenses, permits and other CATV
Instruments reasonably necessary to enable each of them to operate the CATV
Business as presently conducted, (ii) Sellers are in compliance with the
terms and conditions of all such CATV Instruments and Contracts, (iii)
Sellers have not given or received any notice of any claimed or purported
default in, or termination of, any Contracts or CATV Instruments and there
are no proceedings pending, or, to the knowledge of Sellers, threatened, to
cancel, modify or change any such Contracts or CATV Instruments,

<PAGE>

and (iv) exclusive of any change in a CATV License subsequent to the date
hereof that Buyer has otherwise requested or agreed to, none of the CATV
Licenses contain any commitments requiring rebuilds, upgrades, increase in
franchise fees payable or local origination commitments.

(c) Except in each case where the failure to be true of any of the
below items, individually or in the aggregate, has not had, does not have,
or would not reasonably be expected to have, a Regional Material Adverse
Effect, the CATV Business is conducted by each Seller in compliance with
all applicable Laws and CATV Instruments, including without limitation, the
Communications Act of 1934, as amended (the "Communications Act"), and the
rules and regulations of the FCC, and, without limiting the generality of
the foregoing, except as set forth in Schedule 3.07(c) hereto:

(i) Each of the system areas has been registered with the FCC;

(ii) All of the semi-annual performance tests on the CATV Systems
required under the rules and regulations of the FCC have been performed and
the results of such tests demonstrate satisfactory compliance with the
applicable technical requirements being tested in all material respects;

(iii) The CATV Systems are being operated in compliance with the
provisions of 47 C.F.R. Sections 76.610 through 76.619 (mid-band and
super-band signal carriage), including the filing of all required
notifications and the receipt of all necessary authorizations and
compliance with the cumulative signal leakage index;

(iv) A valid request for renewal has been duly and timely filed under
Section 626 of the Communications Act with the proper Governmental
Authority with respect to all franchises to operate the CATV Systems that
have expired or will expire within 36 months after the date of this
Agreement;

(v) Each Seller has all of the CATV Licenses necessary to operate the
CATV Systems as the CATV Business is currently conducted, all of which
licenses

<PAGE>

are listed in Schedule 1.01(a), and Sellers operate the CATV Business in
conformance with the terms and conditions of such licenses;

(vi) Each Seller has made all annual filings required to be made with
the FCC;

(vii) The carriage of all televison station signals is in compliance
with the must-carry and retransmission consent provisions of the
Communications Act, as applicable;

(viii) The employment units covered by the Cable Systems and operated
by each Seller have been certified by the FCC for compliance with equal
opportunity requirements in each of calendar years 1992 through 1996; and

(ix) All necessary FAA approvals have been obtained with respect to
the height and location of towers used in connection with the operation of
the CATV Business and such towers are being operated in compliance in all
material respects with applicable FCC and FAA rules, including antenna
structure registrations with the FCC.

(d) Except in each case where the failure to be true of the items (i)
through (iv) below, individually or in the aggregate, has not had, does not
have or would not reasonably be expected to have, a Regional Material
Adverse Effect: (i) each Seller is in compliance with Title 17 of the
United States Code, as amended, and the rules and regulations promulgated
thereunder (the "Copyright Act") and the rules and regulations of the
United States Copyright Office with respect to the operation of the CATV
Business, (ii) without limiting the generality of the foregoing, for each
relevant semi-annual reporting period, Sellers have timely filed with the
United States Copyright Office all required statements of account in true
and correct form, and have paid when due all required copyright royalty fee
payments in correct amount, relating to the CATV Business' carriage of
television broadcast signals, and each Seller is otherwise in compliance
with all applicable rules and regulations of the Copyright Office, (iii)
Sellers do not possess any patent, patent right, trademark, or copyright
and are not parties to any license or royalty agreement with respect to any
patent, trademark or copyright,

<PAGE>

except for licenses respecting program material and obligations under the
Copyright Act applicable to cable television systems generally, and (iv)
the CATV Business is free of any rightful claim of any third party by way
of copyright infringement or the like (except for claims involving music
performance rights).

3.08 Labor Contracts and Actions.

(a) Except as set forth in Schedule 3.08(a), no Seller is a party to
any Contract with any labor organization, nor has any Seller agreed to
recognize any union or other collective bargaining unit, nor has any union
or other collective bargaining unit been certified as representing any of
the employees of any Seller with respect to the operation of the CATV
Business;

(b) Except for such instances where the failure to be true of items
(i) through (iii) below, individually or in the aggregate, has not had,
does not have or would not reasonably be expected to have, a Regional
Material Adverse Effect: (i) each Seller has complied with all Laws
relating to the employment of labor, including any provisions thereof
relating to wages, hours, collective bargaining and the payment of social
security and other taxes, (ii) no Seller is subject to any liability for
any arrearages of wages or any taxes or penalties for failure to comply
with any of the foregoing, and (iii) Sellers have delivered to Buyer a list
of the names, job title, and present annual rates of compensation,
including the date of hire of Employees and whether such Employee is
full-time or part-time, of all personnel whose work is performed wholly or
substantially for the CATV Business, and any employment agreements,
commitments, arrangements or understandings, written or oral, affecting
such personnel; and

(c) Sellers are not currently experiencing any strikes, work
stoppages, significant grievance proceedings or claims of unfair labor
practices.

3.09 Employee Benefit Plans.

(a) All "employee benefit plans" within the meaning of Section 3(3) of
ERISA covering Employees, other than "multiemployer plans" within the
meaning of Section 3(37) of ERISA, and other benefit plans, contracts or

<PAGE>

arrangements covering Employees (collectively, the "Benefit Plans") are
listed on Schedule 3.09. True and complete copies of all Benefit Plans and
all amendments thereto have been provided or made available to Buyer.
Schedule 3.09 also lists all multiemployer plans covering Employees.

(b) All Benefit Plans, to the extent subject to ERISA, are in
compliance with ERISA except where the failure to be in compliance would
not, individually or in the aggregate, reasonably be expected to have a
Regional Material Adverse Effect, or subject Buyer to any liability with
respect thereto after Closing. There is no pending or, to the knowledge of
Sellers, threatened litigation relating to the Benefit Plans. Sellers have
not engaged in a transaction with respect to any Benefit Plan that,
assuming the taxable period of such transaction expired as of the date
hereof or as of the Closing Date (as the case may be), would reasonably be
expected to subject Sellers to a tax or penalty imposed by either Section
4975 of the Code or Section 502(i) of ERISA.

(c) No liability under Subtitle C or D of Title IV of ERISA has been
or is expected to be incurred by Sellers with respect to any ongoing,
frozen or terminated "single-employer plan", within the meaning of Section
4001(a)(15) of ERISA, currently or formerly maintained by it, or the
single-employer plan of any entity which is considered one employer with
either Seller under Section 4001 of ERISA or Section 414 of the Code (an
"ERISA Affiliate"). Sellers have not incurred and do not expect to incur
any material withdrawal liability with respect to a multiemployer plan
under Subtitle E of Title IV of ERISA and in no event shall Buyer have any
withdrawal liability or obligation with respect to any multi-employer plan
in which Sellers participate. No notice of a "reportable event", within
the meaning of Section 4043 of ERISA for which the 30-day reporting
requirement has not been waived, has been required to be filed for any
Benefit Plan subject to Title IV of ERISA or by any ERISA Affiliate within
the 12-month period ending on the date hereof.

(d) Neither any Benefit Plan nor any single-employer plan of an ERISA
Affiliate has an "accumulated funding deficiency" (whether or not waived)
within the

<PAGE>

meaning of Section 412 of the Code or Section 302 of ERISA and no ERISA
Affiliate has an outstanding funding waiver. Sellers have not provided,
nor are they required to provide, security to any Benefit Plan or to any
single-employer plan of an ERISA Affiliate pursuant to Section 401(a)(29)
of the Code.

3.10 Contracts and CATV Instruments.

(a) Except for such instances where the failure to be true of items
(i) through (v) below, individually or in the aggregate, has not had, does
not have or would not reasonably be expected to have, a Regional Material
Adverse Effect: (i) except as set forth in Schedule 3.10(a), there are no
defaults by any Seller under the Contracts or CATV Instruments (nor has
any Seller received written notice of a threatened default or notice of
default), and to the best of Sellers' knowledge, after reasonable inquiry,
there is no default by any other party to a Contract or a CATV Instrument,
(ii) each Contract and CATV Instrument, including those that are entered
into after the date hereof, is or will be in full force and effect,
binding and enforceable in accordance with its terms, and is or will be
valid under and in compliance in all respects with all applicable Laws,
(iii) each Seller is the authorized legal holder of the CATV Licences
applicable to its CATV Business, (iv) no Seller and, to the best of the
Sellers' knowledge after reasonable inquiry, no other party to any
Contract or CATV Instrument is in default thereunder or has given or
received notice of termination, cancellation, dispute or default or, to
the best of the Sellers' knowledge after reasonable inquiry, has taken
any action inconsistent with the continuance of any Contract or CATV
Instrument, and (v) except for the Consents, no approval, application,
filing, registration, consent or other action of any Governmental
Authority is required to enable the Sellers to take advantage of the
rights and privileges intended to be conferred by any Contract or CATV
Instrument.

(b) True, correct and complete copies of each Contract and CATV
Instrument that Buyer is assuming or acquiring, as the case may be, have
been made available to Buyer and its representatives at the Sellers'
offices at One Media Crossways, Woodbury, New York, and with respect to
those executed after the date hereof, copies

<PAGE>

will be made available to Buyer promptly following such execution and in
any event prior to the Closing Date.

3.11 Legal and Governmental Proceedings and Judgments. Except for such
instances where the failure to be true of items (a) and (b) below, individually
or in the aggregate, has not had, does not have or would not reasonably be
expected to have, a Regional Material Adverse Effect: (a) except as may affect
the cable television industry generally in the United States, or as set forth in
Schedule 3.11, there is no legal action, or proceeding pending or, to the
knowledge of Sellers, threatened against the Sellers, the CATV Business or the
Acquired Assets, nor is there any Judgment outstanding against the Sellers or to
or by which the Sellers, any of the Acquired Assets or the CATV Business is
subject or bound, which (i) results or is reasonably likely to result in any
modification, termination, suspension, impairment or reformation of any Contract
or CATV Instrument or any right or privilege thereunder, or (ii) adversely
affects the ability of Sellers to consummate any of the transactions
contemplated hereby, and (b) no Seller is in default or violation, and no event
or condition exists which, with notice or lapse of time or both, could become or
result in a default or violation, of any Judgment.

3.12 Finders and Brokers. Sellers have employed Waller Capital
Corporation and Chase Securities Inc. as their brokers in the sale provided
herein and will pay and discharge the claim thereof for commission or expense
reimbursement in connection therewith. Sellers have not entered into any other
contract, arrangement or understanding with any Person or firm, nor are they
aware of any claim or basis for any claim based upon any act or omission of the
Sellers or any of their affiliates, which may result in the obligation of Buyer
to pay any finder's fees, brokerage or agent's commissions or other like
payments in connection with the negotiations leading to this Agreement or the
consummation of the transactions contemplated hereby.

3.13 Miscellaneous Assets. Schedule 3.13 contains a list, true and
complete in all material respects, of converters and motor vehicles owned or
leased by the Sellers. Sellers represent that included in the Acquired Assets
are the Sellers' Tandem CLX machine and the teledirect predictive dialers
located in Hendersonville, North Carolina. Sellers shall buy out any leases with
respect to leased motor vehicles of Sellers prior to Closing. Except as set
forth in

<PAGE>

Schedule 3.13, the Equipment and Inventory are and will be at Closing in good
operating condition and repair and fit for the purpose for which they are being
used except where the failure to be in good operating condition or repair or fit
for such purpose, individually or in the aggregate with such other failures, has
not had, does not have or would not reasonably be expected to have, a Regional
Material Adverse Effect.

3.14 Characteristics of the CATV Systems.

(a) To the best of Sellers' knowledge, after reasonable inquiry,
Schedule 3.14(a) sets forth accurately and completely in all material respects
the following information as of June 30, 1997 (unless otherwise noted in such
Schedule):

(i) a listing of each head-end and microwave site and the related
channel capacity for each Regional CATV System;

(ii) a statement as to the approximate number of Basic
Subscribers included in each Regional CATV System calculated in accordance with
Schedule 3.14(a)(ii);

(iii) a listing of the services provided by each Regional CATV
System (designating the respective tiers of service) and the rates charged for
each level of service offered. Schedule 3.14(a) also lists the stations and
signals carried by each such CATV System and the channel position of each such
signal and station;

(iv) a listing of the retransmission agreements and must-carry
requests required and currently used in the operation of the CATV Business; and

(v) a listing of all Sellers' FCC licenses.

(b) Schedule 3.14(b) sets forth accurately and completely in all
material respects with respect to each Regional CATV System the following
information as of June 30, 1997 (unless otherwise noted in such Schedule):

(i) the approximate number of homes passed; and

(ii) the approximate number of plant miles (aerial and
underground).

<PAGE>

(c) Schedule 1.01(a) sets forth accurately and completely in all
material respects the cable televison franchises of each Regional CATV System
and their respective expiration dates and community unit identification numbers.

3.15 Insurance. Schedule 3.15 is a list, accurate and complete in all
material respects, of insurance policies and bonds in full force and effect with
respect to the Sellers as of June 30, 1997, and no Seller has received any
notice of non-renewal or cancellation of such insurance policies or bonds.
Except as any Seller may determine, in the exercise of its business judgment,
each Seller will maintain such insurance policies and bonds in full force and
effect up to and including the Closing Date.

3.16 Accounts Receivable. The Accounts Receivable on the Closing Date
have not been assigned to or for the benefit of any other Person. The Accounts
Receivable (to the extent not collected prior to the Closing), other than the
Overdue Receivables, arose and will arise from bona fide transactions in the
ordinary course of business.

3.17 Overbuilds. Except as set forth in Schedule 3.17, to the best of
Sellers' knowledge after reasonable inquiry, no construction programs have been
commenced by any municipality or other cable television provider or operator in
any area served by the Sellers' CATV Systems.

3.18 Intangible Property. Except as set forth on Schedule 3.18 and except
for such instances where the failure to be true of items (a) and (b) below,
individually or in the aggregate, has not had, does not have or would not
reasonably be expected to have, a Regional Material Adverse Effect, (a) the
Sellers own or possess licenses or other rights to use all Intangible Property
reasonably necessary to the operation of the CATV Business as presently
conducted without any conflict with, or infringement of, the rights of others,
and (b) there is no claim pending or, to the best of Sellers' knowledge,
threatened with respect to any such Intangible Property.

3.19 Retransmission Agreements. Buyer will not have any obligations
under the retransmission agreements applicable to the Sellers' CATV Systems to
make any payments or carry additional programming.

37
<PAGE>

3.20 Representation of Cablevision. Cablevision represents and warrants
that each Seller is a direct or indirect wholly-owned subsidiary of Cablevision.

3.21 Tangible Capital Expenditures. The Sellers represent that for the
period January 1, 1997 through June 30, 1997, they have recorded approximately
$4,884,000 for Tangible Capital Expenditures.

4. Representations and Warranties of Buyer.

To induce Sellers to enter into this Agreement, Buyer represents and
warrants to the Sellers as follows:

4.01 Organization and Authority of Buyer. Buyer is a limited liability
company duly organized, validly existing and in good standing under the laws of
the jurisdiction of its organization, with all requisite power and authority to
conduct its business and operations as presently conducted.

4.02 Legal Capacity; Approvals and Consents.

(a) Authority and Binding Effect. The execution and delivery of this
Agreement and the performance of Buyer's obligations hereunder have been
duly and validly authorized by all requisite limited liability company
action on the part of Buyer. Subject to Section 9.02 hereof and the
receipt of Consents set forth on Schedule 4.05, Buyer has all requisite
power and authority to execute and deliver this Agreement and to perform it
obligations hereunder. This Agreement has been duly executed and delivered
by Buyer and is the valid and binding obligation of Buyer enforceable in
accordance with its terms, except as such enforceability may be affected by
laws of bankruptcy, insolvency, reorganization and creditors' rights
generally and by the availability of equitable remedies.

(b) No Breach or Violation. Subject only to obtaining the Consents
set forth in Schedule 4.05, the execution, delivery and performance of this
Agreement do not, and will not, contravene the articles of organization or
the operating agreement of Buyer, and do not and will not: (i) conflict
with or result in a breach or violation by Buyer of, or (ii) constitute a
default by Buyer under, any Law, Judgment, contract, arrangement or
understanding to which Buyer is a party or by which Buyer

<PAGE>

is subject or bound or may be affected except for any instances under (i)
or (ii) which, individually or in the aggregate, have not, do not and would
not reasonably be expected to materially adversely affect Buyer's ability
to perform its obligations hereunder.

4.03 Legal and Governmental Proceedings and Judgments. Except as may
affect the cable television industry generally, there is no legal action,
proceeding or investigation pending or, to the knowledge of Buyer, threatened
against Buyer, nor is there any Judgment outstanding against Buyer or to or by
which Buyer is subject or bound which materially adversely affects the ability
of Buyer to consummate any of the transactions contemplated hereby.

4.04 Finders and Brokers. Buyer has not entered into any contract,
arrangement or understanding with any Person, and is not aware of any claim or
basis for any claim based upon any act or omission of Buyer or any of its
affiliates, which may result in the obligation of Sellers to pay any finder's
fees, brokerage or agent's commissions or other like payments in connection with
the negotiations leading to this Agreement or the consummation of the
transactions contemplated hereby.

4.05 Buyer Consents. Except for the parties listed in Schedules 3.02 and
4.05, there are no parties whose approval or Consent, or with whom the filing of
any certificate notice, application, report or other document, is legally or
contractually required or otherwise is necessary in connection with the
execution, delivery or performance of this Agreement by the Buyer, except where
failure to obtain such Consent or approval or failure to make such filing has
not had, does not have and would not reasonably be expected to have a material
adverse effect on Buyer's ability to perform its obligations hereunder.

4.06 Acquisition of Rights. As of the date hereof, Buyer has no actual
knowledge of any reason relating to Buyer that any Governmental Authority or
other party whose consent is required or contemplated hereunder, would refuse to
consent to the transfer of CATV Instruments or any rights to Buyer hereunder or
would condition granting of any such consent on the performance by Sellers or
Buyer of any material obligation not expressly set forth herein.

<PAGE>

4.07 Financing Commitment Letter. There has heretofore been delivered to
Cablevision a commitment letter of The Chase Manhattan Bank and Chase Securities
Inc., dated August 18, 1997 (the "Financing Commitment Letter"), relating to the
financing of the transaction contemplated hereby. As of the date hereof, the
Financing Commitment Letter is in full force and effect.

5. Covenants.

5.01 Business of Sellers. From the date hereof to the Closing Date, and
except as otherwise consented to or approved by Buyer in writing (which consent
shall not be unreasonably withheld), each Seller covenants and agrees as
follows:

(a) Business in Ordinary Course. Except as otherwise provided
herein, Sellers shall conduct the CATV Business in the ordinary course,
consistent with past practices. Sellers shall use reasonable commercial
efforts to preserve the CATV Business intact, to retain the services of
their Employees (including, in the sole discretion of the Sellers, the
payment of bonuses or other incentives to retain such Employees) and
agents, and to preserve their business relationships with, and the goodwill
of, their customers, suppliers and others. Each Seller shall pay before
delinquent all taxes and other charges upon or against such Seller or any
of its properties or income, file when due all tax returns and other
reports required by Governmental Authorities and pay when due all
liabilities except those which it chooses to contest in good faith and by
appropriate proceedings.

(b) Books and Records. Each Seller shall maintain its books,
accounts and records in the usual, regular and ordinary manner.

(c) Litigation During Interim Period. Sellers will advise Buyer in
writing promptly of the assertion, commencement or threat of any material
claim, litigation, labor dispute, proceeding or investigation in which a
Seller is a party or the Acquired Assets or CATV Business may be affected.

(d) Material Contracts and Material CATV Instruments. Sellers shall
deliver to Buyer copies of all Material Contracts and Material CATV
Instruments that

<PAGE>

are entered into after the date hereof and prior to the Closing.

(e) Maintenance of Acquired Assets. Sellers shall (i) maintain the
Acquired Assets, including the plant and Equipment and Inventory related
thereto, in good operating condition, except where the failure to so
maintain would not reasonably be expected to have, individually or in the
aggregate, a Regional Material Adverse Effect and (ii) in the event the
Closing has not taken place prior to January 1, 1998, implement capital
expenditures during 1998 up to and including the Closing Date, designed to
maintain its physical plant and assets in the ordinary course of business
consistent with past practices;

(f) Disconnection. Sellers shall continue in all material respects
their policies for disconnection and discontinuance of service to Basic
Subscribers whose accounts are delinquent in accordance with those policies
in effect on the date of this Agreement.

(g) Disposal of Acquired Assets. Sellers shall not sell, transfer or
assign any Acquired Assets other than in the ordinary course of business
consistent with past practices.

(h) New Contracts. Sellers, without consent of Buyer, shall not
enter into any contract or commitment not on an arm's-length basis for the
acquisition of goods or services relating to the CATV System or the CATV
Business, exclusive of contracts or commitments with respect to capital
expenditures, the performance of which will not be completed by the Closing
Date and which involve an annual expenditure in excess of $50,000;
provided, however, that if such contract or commitment is being entered
into in the ordinary course of the CATV Business, then Buyer shall not
unreasonably withhold consent.

(i) Increased Compensation. Subject to Section 5.01(a), Sellers
shall not increase in any material respect the compensation or benefits
available to Employees of Sellers who work in the CATV Business except as
required pursuant to existing written agreements or except in the ordinary
course of business consistent with past practice.

<PAGE>

(j) Accounts Receivable Write-Offs. Sellers shall report and write
off accounts receivable in accordance with past practices.

(k) Amendments. Sellers shall not permit the amendment or
cancellation of any Contract or CATV Instrument (other than those
constituting Excluded Assets) which would, individually or in the
aggregate, reasonably be expected to have a Regional Material Adverse
Effect.

(l) Inventories. Sellers shall maintain Inventories at normal levels
consistent with past practice.

(m) Marketing Programs. Sellers agree not to implement any new
marketing program, policy or practice, or implement any rate change,
retiering or repackaging (i) outside the ordinary course of business
consistent with past practices or (ii) designed to temporarily increase the
number of Basic Subscribers.

(n) Employee Bonuses and Commissions. Within thirty (30) days of the
date of this Agreement, Sellers will provide Buyer with a schedule, true
and accurate in all material respects, listing, for each Employee who
earned annual compensation in excess of $40,000 during 1996, such
Employee's total compensation during 1996 (including salary, bonus and
other compensation).

(o) Material Contracts and Material CATV Instruments. Within thirty
(30) days of the date of this Agreement, Sellers shall provide Buyer with a
list of all Material Contracts and Material CATV Instruments that Buyer is
assuming or acquiring, as the case may be.

5.02 Access to Information.

(a) Access by Buyer. Between the date of this Agreement and the
Closing, Buyer shall have reasonable access upon reasonable notice during
normal business hours to (i) all of the properties, books, reports,
records, CATV Instruments and Contracts of Sellers, and Sellers shall
furnish Buyer with all information it may reasonably request (ii) executive
officers of Cablevision in connection with matters relating to or arising
out of this Agreement and (iii) general managers of each Regional CATV
System, provided that reasonable advance

<PAGE>

notice is given to an executive officer of Cablevision. All information
obtained by Buyer pursuant to this Agreement and in connection with the
negotiation hereof shall be used by Buyer solely for purposes related to
this Agreement and the acquisition of the Acquired Assets and, in the case
of non-public information, shall, except as may be required for the
performance of this Agreement or by Law, or as may be required to secure
the financing contemplated by the Financing Commitment Letter (or any
Replacement Commitment Letter), or any other financing needed to consummate
the transactions contemplated hereby be kept in strict confidence by Buyer.

(b) Access by Sellers. Subsequent to the Closing, Buyer shall
preserve and give to Sellers reasonable access upon reasonable notice
during normal business hours to all of the books, reports, records, CATV
Instruments and Contracts from files and records transferred to Buyer at
the time of Closing, for the purposes of the preparation of tax returns,
the defense of any claims asserted or which may be asserted with respect to
which a Seller is the Indemnitor as contemplated by this Agreement, or
other proper purposes.

5.03 Notification of Certain Matters. Each party will promptly notify
each other party of any fact, event, circumstance or action the existence or
occurrence of which would cause any of such party's representations or
warranties under this Agreement not to be true and correct in any material
respect.

5.04 Forms 394. If required, promptly after the date of this Agreement,
the Sellers and Buyer shall, at their own expense, prepare and file properly
prepared Applications for Franchise Authority Consent to Assignment or Transfer
of Control or Cable Television Franchise FCC 394 with the local Government
Authorities that have issued franchises to the Sellers, and shall file all
additional information required by such franchises or applicable local Laws or
that the Governmental Authorities deem necessary or appropriate in connection
with their consideration of the request of the Sellers or Buyer that such
authority approve of the transfer of the franchises included in the CATV Systems
to Buyer.

5.05 Monthly Financial Statements. Between the date of execution and
delivery of this Agreement and the Closing Date, U.S. Cable shall deliver to
Buyer within thirty-five (35) days

<PAGE>

after the end of each calendar month, unaudited consolidated financial reports
in the form customarily prepared by U.S. Cable (which shall include in the
consolidation ECC and Missouri, L.P.) with respect to the CATV Business and
other reports with respect to the CATV Business (including, without limitation,
capital expenditures to the CATV Business, reports setting forth the revenue and
cash flow of the CATV Business for each month and year-to-date, subscriber
information for basic subscribers and premium service units, disconnect
requests, and such other information as Buyer may reasonably request which is in
the form customarily prepared by U.S. Cable, beginning as soon as practicable
after the date of this Agreement). Such financial statements and monthly
operating statements shall present fairly and accurately in all material
respects the consolidated financial condition and results of operations of U.S.
Cable, ECC and Missouri, L.P., and the CATV Business for the period then ended
and as of such dates and be prepared in accordance with GAAP consistently
applied through the periods specified subject to normal year end adjustments.

5.06 Covenant Not to Compete. The term "Covenantors" as used in this
Section 5.06 shall be defined to mean each Seller and Cablevision Systems
Corporation.

(a) Each Covenantor, covenants and agrees that for a period of three
years after Closing (or such period as allowed by law if less than three
years), no Covenantor nor any corporation, firm or other entity controlled
by such Covenantor (alone or in combination with any other Covenantor) will
acquire, manage, operate or control, any cable television system,
multichannel multipoint distribution system ("MMDS"), satellite master
antenna system ("SMATV") or local multipoint distribution system ("LMDS")
within the System Areas. Notwithstanding anything contained herein, the
ownership of securities of any company which is "publicly held" and which
do not constitute more than five percent (5%) of the voting rights or
equity interests of such entity shall not constitute a violation of this
covenant.

(b) Each Covenantor agrees that in the event that any Covenantor
commits a breach or threatens to commit a breach of any of the provisions
of this Section 5.06 as a result of actions by such Covenantor or any
corporation, firm or other entity controlled by such Covenantor, Buyer
shall have the right and remedy to have the provisions of this Section 5.06
specifically enforced

<PAGE>

by any court having jurisdiction, it being acknowledged and agreed that any
such breach could cause immediate irreparable injury to Buyer and that
money damages would not provide an adequate remedy at law for any such
breach or threatened breach. Such right and remedy shall be in addition
to, and not in lieu of, any other rights and remedies including damages
available to Buyer at law or in equity.

(c) If any of the provisions of, or covenants contained in, this
Section 5.06 are hereafter construed to be wholly or to any extent invalid
or unenforceable in any jurisdiction, the same shall be deemed
automatically modified to the minimum extent necessary to make such
provision or covenant enforceable, and the same shall not affect the
remainder of the provisions to the extent not invalid or unenforceable in
such jurisdiction or the enforceability thereof without limitation in any
other jurisdiction.

5.07 No Solicitation. Between the date of this Agreement and the Closing
Date, Sellers shall not, and shall cause their partners, officers, directors,
employees, agents and representatives not to, initiate, solicit or encourage,
directly or indirectly, any inquiries or the making of any proposal with respect
to the CATV Business, engage in any negotiations concerning, or provide to any
other Person any information or data relating to the CATV Business, the CATV
Systems, the Acquired Assets, or Sellers for the purposes of, or have any
discussions with any Person relating to, or otherwise cooperate in any way with
or assist or participate in, facilitate or encourage, any inquiries or the
making of any proposal which constitutes, or may reasonably be expected to lead
to, any effort or attempt by any other Person to seek or effect a sale of all or
substantially all of the Sellers, the Acquired Assets, the CATV Systems or the
CATV Business.

5.08 Status of Financing Commitment Letter. Buyer shall give prompt
notice to Sellers if the Financing Commitment Letter is withdrawn or materially
modified and if a Replacement Commitment Letter is executed or withdrawn or
materially modified.

<PAGE>

6. Deliveries at Closing.

6.01 Deliveries by Sellers. At the Closing, Sellers will deliver or cause
to be delivered to Buyer:

(a) Such deeds (consisting of special warranty deeds unless Sellers
received a lesser deed in connection with their acquisition of such
property, then a quitclaim deed or such other form of deed as Sellers
determine is appropriate based on advice of their counsel), certificates or
title policies, bills of sale, endorsements, and other good and sufficient
instruments of conveyance, transfer and assignment as are necessary to vest
in Buyer the right, title and interest of Sellers in accordance herewith in
and to the Acquired Assets in a form reasonably satisfactory to Buyer.

(b) For each Seller, a certificate signed by a principal officer,
dated as of the Closing, representing and certifying to Buyer as to the
matters set forth in Sections 7.02, 7.03, 7.04 and 7.05.

(c) A Bill of Sale, General Assignment and Instrument of Assumption
of Liabilities in substantially the form of Exhibit B hereto.

(d) An opinion of Sellers' Counsel, substantially in the form of
Exhibit D hereto.

(e) An opinion of Sellers' FCC Counsel substantially in the form of
Exhibit I hereto.

(f) Evidence that the waiting period under the HSR Act and Rules, if
applicable, has expired.

(g) Evidence in a form and substance reasonably satisfactory to Buyer
of receipt of the Required Consents and approvals listed on Schedule 3.02
as required as conditions to the transactions contemplated hereunder have
been obtained.

(h) The Indemnity Escrow Agreement, in substantially the form
attached hereto as Exhibit H, executed by Sellers.

<PAGE>

(i) If applicable, the Retained Systems Escrow Agreement, in
substantially the form attached hereto as Exhibit F, executed by the
applicable Sellers.

(j) If applicable, the Management Agreement, in substantially the
form attached hereto as Exhibit G, executed by the applicable Sellers.

6.02 Deliveries by Buyer. At the Closing, Buyer will deliver or cause to
be delivered to Sellers:

(a) The Purchase Price as provided in Section 2.02 less the Indemnity
Escrow which shall be delivered to the Indemnity Escrow Agent as provided
in Section 2.02.

(b) A Bill of Sale, General Assignment and Instrument of Assumption
of Liabilities in the form of Exhibit B hereto.

(c) A certificate signed by a member or manager of Buyer dated as of
the Closing, representing and certifying to Sellers as to matters set forth
in Sections 8.02, 8.03, 8.04 and 8.05.

(d) An opinion of Buyer's Counsel, substantially in the form of
Exhibit E hereto.

(e) Evidence in a form and substance reasonably satisfactory to
Sellers that the Required Consents listed on Schedule 4.05 have been
obtained.

(f) Evidence that the waiting period under the HSR Act and Rules, if
applicable, has expired.

(g) The Indemnity Escrow Agreement, in substantially the form
attached hereto as Exhibit H, executed by Buyer.

(h) If applicable, the Retained Systems Escrow Agreement, in
substantially the form attached hereto as Exhibit F, executed by Buyer.

(i) If applicable, the Management Agreement, in substantially the
form attached hereto as Exhibit G, executed by Buyer.

<PAGE>

7. Conditions to the Obligations of Buyer.

The obligations of Buyer to complete the transactions provided for herein
are subject to the fulfillment, of all of the following conditions any of which
may be waived in writing by Buyer:

7.01 Receipt of Consents. The conditions specified in Section 9.02 shall
have been satisfied and the Required Consents described in Schedules 3.02 and
4.05, shall have been obtained and be in full force and effect. Notwithstanding
the foregoing, to the extent that approvals and consents of Governmental
Authorities have been obtained such that the number of Retained Basic
Subscribers does not in the aggregate exceed ten percent (10%) of the Basic
Subscribers, this closing condition shall have been fulfilled insofar as the
consents and approvals of franchising authorities are concerned; provided,
however, that upon completion of the Closing, the provisions of Section 9.06
hereof with regard to Retained Basic Subscribers shall apply.

7.02 Sellers' Authority. All actions under the documents governing the
Sellers that are necessary to authorize (i) the execution and delivery of this
Agreement by Sellers and the performance by each Seller of its obligations under
this Agreement and (ii) the consummation of the transactions contemplated
hereby, shall have been duly and validly taken by Sellers and shall be in full
force and effect on the Closing Date.

7.03 Performance by Sellers. Each Seller shall have performed all of its
agreements and covenants hereunder (including, without limitation, its covenants
in Articles 5, 6 and 9) to the extent such are required to be performed at or
prior to the Closing except (and other than with respect to covenants and
agreements set forth in Section 6.01) where the failure to perform, individually
or in the aggregate, as has not had, do not have or would not reasonably be
expected to have, a CATV Business Material Adverse Effect or which does not have
a material adverse affect on the ability of Sellers to consummate the
transactions contemplated hereby.

7.04 Absence of Breach of Warranties and Representations. The
representations and warranties of Sellers contained in this Agreement shall be
true and correct on and as of the Closing Date with the same force and effect as
if made

<PAGE>

on and as of such date, except (i) to the extent that such representations and
warranties describe a condition on a specified time or date or are affected by
the conclusion of the transactions permitted or contemplated hereby or the
conduct of the CATV Business in accordance with Article 5 hereof between the
date hereof and the Closing Date, or (ii) where the failure of such
representations and warranties to be true and correct, individually or in the
aggregate, does not have, has not had and would not reasonably be expected to
have, a CATV Business Material Adverse Effect.

7.05 Absence of Proceedings. No Judgment shall have been issued enjoining
or preventing the consummation of the transactions contemplated hereby.

7.06 Financing Withdrawal. (a) Since the date of this Agreement, there
shall not have occurred a material adverse deterioration in the debt securities
market for corporate issuers generally or in the debt securities market for the
syndication of bank loans to corporate borrowers generally as a result of which
The Chase Manhattan Bank or Chase Securities Inc. has exercised its rights under
clause (iii) of the fourth paragraph of the Financing Commitment Letter not to
provide the financing provided for therein as a result of such material adverse
deterioration; provided, that if a Replacement Commitment Letter is obtained,
then the condition set forth in this Section 7.06(a) shall be deemed satisfied
unless such financing is no longer available to Buyer because the bank or banks
or investment bank or investment banks party thereto, as a result of a material
adverse deterioration in the debt securities market for corporate issuers
generally or in the market for the syndication of bank loans to corporate
borrowers generally occurring, in each case, after such Replacement Commitment
Letter is executed by such bank or banks or investment bank or investment banks,
exercises its or their rights under such Replacement Commitment Letter, not to
provide the financing provided for therein as a result of such material adverse
deterioration.

(b) Since the date of this Agreement, there shall not have occurred a
CATV Business Material Adverse Effect as a result of which The Chase Manhattan
Bank or Chase Securities Inc. has exercised their rights under clause (ii) of
the fourth paragraph of the Financing Commitment Letter not to provide the
financing provided for therein as a result of a CATV Business Material Adverse
Effect; provided, that if a Replacement Commitment Letter is obtained, then the
condition

49
<PAGE>

set forth in this Section 7.06(b) shall be deemed satisfied unless such
financing is no longer available to Buyer because the bank or banks or
investment bank or investment banks party thereto, as a result of a CATV
Business Material Adverse Effect occurring after such Replacement Commitment
Letter is executed by such bank or banks or investment bank or investment banks,
exercises its or their rights under such Replacement Commitment Letter not to
provide the financing provided for therein as a result of such CATV Business
Material Adverse Effect.

7.07 Limitation on Retained Basic Subscribers. As of the Closing Date,
there shall not be in the aggregate in excess of 10% of the Sellers' Basic
Subscribers (i) in franchises with respect to which consent to transfer to the
Buyer has not been obtained, (ii) in franchises that are expired as of the
Closing Date, or which were expired as of the date of this Agreement but were
renewed prior to the Closing Date for less than a period of time as agreed to by
Buyer and Sellers, and (iii) in franchises due to expire prior to the date that
is three (3) years after the Closing and with respect to which Sellers did not
timely make a Section 626 Request with the proper Governmental Authority and
which have not been extended or renewed prior to Closing for at least such
period of time as agreed to by Buyer and Sellers. Each Basic Subscriber
referred to in (i), (ii) or (iii) of this Section 7.07 is referred to as a
"Retained Basic Subscriber".

8. Conditions to the Obligations of Sellers.

The obligations of Sellers to complete the transactions provided for herein
are subject to the fulfillment of all of the following conditions, any of which
may be waived in writing by Sellers.

8.01 Receipt of Consents. The conditions specified in Section 9.02 shall
have been satisfied, and the Required Consents described in Schedule 3.02 shall
have been obtained and shall be in full force and effect and the approvals and
consents of Governmental Authorities shall have been obtained such that the
aggregate number of Retained Basic Subscribers does not exceed ten percent (10%)
of the Basic Subscribers.

8.02 Buyer's Authority. All member or manager and other actions
necessary to authorize (i) the execution, delivery and performance by Buyer of
this Agreement, and (ii) the consummation of the transactions contemplated
hereby,

<PAGE>

shall have been duly and validly taken by Buyer and shall be in full force and
effect on the Closing Date.

8.03 Performance by Buyer. Buyer shall have performed in all material
respects all covenants (including, without limitation, its covenants and
agreements set forth in Article 5, 6, or 9) and agreements to be performed by it
hereunder to the extent such are required to be performed at or prior to the
Closing except (and other than with respect to covenants and agreements set
forth in Section 6.02) where the failure to perform does not have a material
adverse effect on the ability of Buyer and Sellers to consummate the
transactions contemplated hereby.

8.04 Absence of Breach of Representations and Warranties. All
representations and warranties of Buyer contained in this Agreement shall be
true and correct in all material respects on and as of the Closing Date with the
same effect as if then made, except to the extent that such representations and
warranties describe a condition on a specified time or date or are affected by
the conclusion of the transactions permitted or contemplated hereby or the
conduct of the CATV Business in accordance with Article 5 hereof between the
date hereof and the Closing Date.

8.05 Absence of Proceedings. No Judgment shall have been issued enjoining
or preventing the consummation of the transactions contemplated hereby.

9. Covenants.

9.01 Compliance with Conditions. Each of the parties hereto covenants and
agrees with the other to exercise reasonable commercial efforts to perform,
comply with and otherwise satisfy each and every one of the conditions to be
satisfied by such party hereunder and each party shall use reasonable commercial
efforts to notify promptly the other if it shall learn that any conditions to
performance of either party will not be fulfilled.

9.02 Compliance with HSR Act and Rules.

(a) The performance of the obligations of all parties under this
Agreement is subject to the condition that, if the HSR Act and Rules are
applicable to the transactions contemplated hereby, the waiting period
specified therein, as the same may be extended, shall

<PAGE>

have expired without action taken to prevent the consummation of the
transactions contemplated hereby.

(b) Each of the parties hereto will use its reasonable commercial
efforts to comply promptly with any applicable requirements under the HSR
Act and Rules relating to filing and furnishing of information to the FTC
and the Antitrust Division of the DOJ, the parties' actions to include,
without limitation, (i) filing or causing to be filed the HSR Report
required to be filed by them, or by any other Person that is part of the
same "person" (as defined in the HSR Act and Rules) or any of them, and
taking all other action required by the HSR Act or Rules; (ii) coordinating
the filing of such HSR Reports (and exchanging drafts thereof) so as to
present both HSR Reports to the FTC and the DOJ at the time selected by the
mutual agreement of Sellers and Buyer, and to avoid substantial errors or
inconsistencies between the two in the description of the transaction; and
(iii) using their reasonable commercial efforts to comply with any
additional request for documents or information made by the FTC or the DOJ
or by a court and assisting the other parties to so comply.

(c) Notwithstanding anything herein to the contrary, in the event
that the consummation of the transactions contemplated hereby is challenged
by the FTC or the DOJ or any agency or instrumentality of the Federal
Government by an action to stay or enjoin such consummation, then Buyer and
Sellers (each, a "Side") shall cooperate with each other, as reasonably
requested, but not beyond the Outside Date, to contest such action until
such Side does not reasonably believe that there are reasonable grounds to
contest such action, at which time such Side shall have the right to
terminate this Agreement unless the other of such Sides, at its sole cost
and expense, elects to contest such action, in which case the noncontesting
Side shall cooperate with the contesting Side and assist the contesting
Side, as reasonably requested, to contest such action until such time as
any party terminates this Agreement under this Section or Article 12. In
the event that such a stay or injunction is granted (preliminary or
otherwise), then either Buyer or Sellers may terminate this Agreement by
prompt written notice to the other(s). If any other form of equitable
relief affecting any party is granted to the FTC, the DOJ or other such
agency or instrumentality,

<PAGE>

then such party may terminate this Agreement by prompt written notice to
the other parties. Upon any termination pursuant to this Section 9.02(c)
other than as a result of a breach of this Agreement, no party shall have
any further obligation or liability to the other parties under this
Agreement. To effectuate the intent of the foregoing provisions of this
Section 9.02, the parties agree to exchange requested or required
information in making the filings and in complying as above provided, and
the parties agree to take all necessary steps to preserve the
confidentiality of the information set forth in any filings including,
without limitation, limiting disclosure of exchanged information to counsel
for the nondisclosing party or parties.

9.03 Applications for Consent to Transfer the Acquired Assets. (a)
Subject to Section 5.04 and Section 9.02, in order to secure requisite
Consents to the transfer to Buyer of the Acquired Assets, Buyer with respect
to the Consents listed on Schedule 4.05 and Sellers with respect to the
Consents listed in Schedule 3.02, shall proceed as promptly as practicable
and in good faith and using reasonable commercial efforts, to prepare, file
and prosecute such application or applications as may be necessary to obtain
each such consent or approval. Buyer and Sellers shall use reasonable
commercial efforts to promptly assist each other and shall take such prompt
and affirmative actions as may be reasonably necessary in obtaining such
Consents required to be obtained hereunder and shall cooperate with each
other in the preparation, filing and prosecution of such applications as may
be reasonably necessary, and agree to furnish all information required by the
approving entity, and to be represented at such meetings or hearings as may
be scheduled to consider such applications. Buyer agrees to negotiate in good
faith with any applicable Governmental Authority with respect to any
reasonable request made by such Governmental Authority in connection with
obtaining any Consents, renewals or extensions. Without limiting in any
respect the foregoing, each party agrees to file applications acceptable to
all parties with all appropriate Governmental Authorities for all consents or
approvals required to consummate the transactions hereunder within forty-five
(45) days after the date of this Agreement.

(b) Buyer agrees that, except as provided in the following
sentence, it will not, without the prior written consent of Sellers, take any
action to amend or that would

<PAGE>

amend or modify any application filed as provided in this Section 9.03 after the
date that such application is accepted as complete. Buyer and Sellers agree
that Buyer may amend or modify one time any such application or applications
previously filed without the consent of Sellers so long as such amendments or
modifications are required by applicable Law; provided, that if, as a result of
such amendments or modifications, the conditions precedent to Closing cannot be
satisfied by the Outside Date, then Buyer and Sellers agree that the Outside
Date shall automatically be extended to the first date on which the approval
period with respect to such amendments or modifications shall have expired, but
in no event beyond twelve months from the date of this Agreement. In the event
that Buyer breaches the provisions of this Section 9.03(b) and as a direct
result thereof the conditions precedent to Closing cannot be satisfied by the
Outside Date, as extended, then Sellers may (if they so elect) (i) extend the
Outside Date in Section 12.01 to a date that will give effect to any resulting
delay; or (ii) terminate this Agreement under Section 12.02 hereof.

9.04 Records, Taxes and Related Matters. Sellers and Buyer shall each
make their respective books and records (including work papers in the possession
of their respective accountants) available for inspection by the other party, or
by its duly authorized representatives, for reasonable business purposes at all
reasonable times during normal business hours, on reasonable notice, for a seven
(7) year period after the Closing Date with respect to all transactions of the
CATV Business occurring prior to or relating to the Closing, and the historical
financial condition, assets, liabilities, results of operation and cash flows of
the CATV Business for any period prior to the Closing. In the case of records
owned by Sellers, such records shall be made available at Sellers' executive
office, and in the case of records owned by Buyer, such records shall be made
available at the office at which such records are maintained. As used in this
Section 9.04, the right of inspection includes the right to make copies for
reasonable business purposes. In all cases where Buyer, pursuant to the terms
hereof, has assumed Sellers' liability for the payment of taxes (including,
without limitation, deposits), Buyer shall (unless and to the extent otherwise
requested by Sellers) prepare and file all returns, reports, information
statements, forms or other documents required to be filed with respect to such
taxes, all in a timely and proper fashion and as may be reasonably necessary or
appropriate to assure that Sellers shall be in material

<PAGE>

compliance with law, and Buyer shall pay or cause to be paid all such taxes when
due.

9.05 Non-Assignment. Notwithstanding any provision to the contrary
contained herein (but not in limitation of Sellers' obligations under Section
9.03 or the conditions set forth in Section 7.01), Sellers shall not be
obligated to assign to Buyer any Contract or CATV Instrument which provides that
it may not be assigned without the consent of the other party thereto and for
which such consent is not obtained, but in any such event, Sellers shall, to the
extent reasonably necessary, cooperate with Buyer in any commercially
reasonable arrangement designed to provide the benefits thereof to Buyer.
Without limiting the generality of any provision elsewhere herein contained, the
non-assignment of any of the foregoing shall not, to the extent that it is
otherwise an Assumed Liability hereunder, alter its status as such or relieve
Buyer of its obligations or liabilities with respect thereto so long as and only
to the extent Buyer obtains the benefit of the Acquired Asset relating to such
Assumed Liability.

9.06 Retained Franchises. After satisfaction or waiver of the
conditions precedent to Buyer's obligation to close as set forth in Section
7.01, those CATV Licenses (and all assets related thereto) that pertain to
Retained Basic Subscribers (the "Retained Franchises") shall be retained by the
Seller which holds the Retained Franchises and subsequently transferred to the
Buyer or otherwise disposed of in accordance with the terms hereof.

(a) Concurrent with the Closing hereunder, the applicable Seller and
the Buyer shall enter into a management agreement with respect to each of
Retained Franchises in the form of the management agreement attached as
Exhibit G hereto (the "Management Agreement").

(b) Sellers and Buyer shall continue to cooperate in attempting to
secure renewal or extension of, or approval of the transfer of, as the case
may be, each Retained Franchise, in accordance with the provisions of
Section 9.03 hereof and where a renewal application is pending at Closing,
renewals of the Retained Franchise.

<PAGE>

clause (a) above and the Retained Franchise Price shall be released to
Buyer or Sellers, as the case may be, in accordance with the terms of the
Retained Systems Escrow Agreement.

9.07 Use of Names and Logos. For a period of one hundred and twenty (120)
days after the Closing Date, Buyer shall be entitled to use trademarks, trade
names, service marks, service names, logos, and similar proprietary rights of
Sellers to the extent incorporated in the Acquired Assets transferred to it at
Closing; provided that Buyer shall use commercially reasonable efforts to remove
all names, marks, logos and other rights of Seller from the Acquired Assets as
soon as reasonably practicable after Closing.

9.08 Audited Financial Statements. Sellers shall deliver to Buyer audited
consolidated financial statements for U.S. Cable and its consolidated
subsidiaries as of and for the year ended December 31, 1997 within ninety (90)
days of December 31, 1997.

10. Survival of Representations, Warranties, Covenants and Other Agreements;
Indemnification.

10.01 Survival of Representations, Warranties, Covenants and Other
Agreements. All representations, warranties, covenants and other agreements
made by the parties to this Agreement (other than representations and warranties
set forth in (i) Section 3.06(d) which shall survive the Closing for a period of
two (2) years and (ii) Section 3.05, Section 3.06(a) or relating to claims by
third parties with respect to Excluded Liabilities which shall each survive the
Closing for the period ending 60 days after the expiration of the relevant
statute of limitations applicable to such claims) shall survive the Closing for
a period of one year, and shall thereafter terminate.

10.02 Indemnification by Sellers.

(a) Indemnity. Subject to Section 10.01 and Section 10.05, Sellers
agree to indemnify, defend and hold harmless Buyer, its affiliates and
their respective shareholders, directors, officers, partners, employees,
agents, successors and assigns (a "Seller Indemnified Party"), from and
against all losses, damages, liabilities, deficiencies or obligations,
including, without limitation, all claims, actions, suits,

<PAGE>

proceedings, demands, judgments, assessments, fines, interest, penalties,
costs and expenses (including, without limitation, settlement costs and
reasonable legal fees) (collectively, "Losses") to which they may become
subject as a direct result of (x) the Excluded Liabilities and (y) any and
all misrepresentations or breaches of a representation herein or warranty
(other than that contained in Section 3.06(d), which is provided for in
Section 10.05) or the nonperformance or breach of any covenants or
agreements of Sellers contained herein.

(b) Payment. Any obligations of Sellers under the provisions of this
Article (including, for the avoidance of doubt, Section 10.05) shall be
paid promptly to the Seller Indemnified Party by the Sellers and shall
represent a retrospective adjustment to Purchase Price. The amount of such
payment (and adjustment) shall be equal to the amount of the Loss incurred
by the Seller Indemnified Party on account of the matter for which
indemnification is required hereunder less any payments made or to be made
to the Seller Indemnified Party under any insurance, indemnity or similar
policy or arrangement.

(c) Buyer's Basket. Notwithstanding anything contained herein to the
contrary, the indemnification provided above shall apply only to the extent
that, and not until, the aggregate of all amounts subject to
indemnification under this Section 10.02 exceeds two million five hundred
thousand Dollars ($2,500,000) (the "Buyer's Basket"). In any event, the
maximum amount that Sellers will be required to pay under this Section
10.02 and Section 10.05 in respect of all claims by all parties is fifteen
million Dollars ($15,000,000); provided, however that the Buyer's Basket
and $15,000,000 maximum shall not apply to claims relating to (i) Excluded
Liabilities and (ii) Rate Refund Adjustments paid by Buyer (in cash or on
credit) and as to which Sellers have been given a complete opportunity to
contest, dispute, defend against and appeal by appropriate proceedings.
For avoidance of doubt, amounts paid by Buyer under Section 10.05 shall not
apply toward Buyer's Basket.

(d) Programming Service. To the extent that any action is brought
against Buyer by a programming supplier as a result of Buyer's failure to
carry a programming service pursuant to such supplier's contract with

<PAGE>

Sellers, Sellers shall indemnify Buyer for all Losses incurred by Buyer in
connection therewith.

10.03 Indemnification by Buyer.

(a) Indemnity. Subject to Section 10.01, Buyer agrees to indemnify,
defend and hold harmless Sellers and their respective shareholders,
partners, directors, officers, employees, agents, successors and assigns (a
"Buyer Indemnified Party"), from and against all Losses to which they may
become subject as a direct result of: (i) any and all misrepresentations
or breaches of a representation or warranty or the nonperformance or breach
of any covenant or agreement of Buyer contained herein; (ii) the Assumed
Liabilities; or (iii) the ownership and operation of the Acquired Assets
and the CATV Business after the Closing.

(b) Payments. Any obligations of Buyer under the provisions of this
Article shall be paid promptly to the Buyer Indemnified Party by Buyer.
The amount of such payment shall be equal to the amount of the Loss
incurred by the Buyer Indemnified Party on account of the matter for which
indemnification is required hereunder less any payments made or to be made
to the Buyer Indemnified Party under any insurance, indemnity or similar
policy or arrangement.

(c) Sellers' Basket. Notwithstanding anything contained herein to
the contrary, the indemnification provided above shall apply only to the
extent that, and not until, the aggregate of all amounts subject to
indemnification under this Section 10.03 exceeds two million five hundred
thousand Dollars ($2,500,000)(the "Sellers' Basket"). In any event, the
maximum amount that Buyer will be required to pay under this Section 10.03
in respect of all claims by all parties is fifteen million Dollars
($15,000,000); provided, however, that the Sellers' Basket and $15,000,000
maximum shall not apply to claims relating to Assumed Liabilities.

10.04 Third Party Claims. If any claim ("Asserted Claim") covered by the
foregoing indemnities is asserted against any indemnified party ("Indemnitee"),
it shall be a condition to the obligations under this Article that the
Indemnitee shall promptly give the indemnifying party ("Indemnitor") notice
thereof in accordance with Section

<PAGE>

13.05. The Indemnitee shall give Indemnitor an opportunity to control
negotiations toward resolution of such claim without the necessity of
litigation, and, if litigation ensues, to defend the same with counsel
reasonably acceptable to Indemnitee, at Indemnitor's expense, and Indemnitee
shall extend reasonable cooperation in connection with such defense. If the
Indemnitor fails to assume control of the negotiations prior to litigation or to
defend such action within a reasonable time, Indemnitee shall be entitled, but
not obligated, to assume control of such negotiations or defense of such action,
and Indemnitor shall be liable to the Indemnitee for its expenses reasonably
incurred in connection therewith which Indemnitor shall promptly pay. Neither
Indemnitor nor Indemnitee shall settle, compromise, or make any other
disposition of any Asserted Claims, which would or might result in any liability
to Indemnitee or Indemnitor, respectively, under this Article 10 without the
written consent of Indemnitee or Indemnitor, respectively, which shall not be
unreasonably withheld; provided, that the Indemnitor may settle, compromise or
make any other disposition of Asserted Claims if the same includes a complete
discharge of the Indemnitees.

10.05 Environmental Matters. Buyer may perform, at its option and at its
own expense, Phase I environmental site assessments and asbestos studies (the
"Environmental Reports") of the Real Property performed by one or more reputable
environmental firms designated by Buyer and reasonably acceptable to Sellers.
Buyer covenants to notify Sellers of any adverse environmental conditions
affecting the Real Property of which it has knowledge prior to Closing. If
environmental conditions are uncovered as a result of obtaining such
Environmental Reports or as a result of subsequent investigations conducted by
Buyer after Closing pursuant to such Environmental Reports and (i) remediation
of such conditions is required by Environmental Law or such conditions, if not
remediated, would in their then existing state reasonably be expected to subject
Buyer to fines or penalties as a result of such conditions violating
Environmental Law or (ii) Sellers' representations and warranties in
Section 3.06(d) are breached, then (a) Buyer will pay the first five hundred
thousand Dollars ($500,000) of actual out-of-pocket remediation expense
associated with such environmental

<PAGE>

conditions, (b) Buyer, on the one hand, and Sellers, on the other hand, will
share equally the next five million Dollars ($5,000,000) of actual out-of-pocket
remediation expense associated with such environmental conditions, and (c)
Sellers will pay all of the remainder of such actual out-of-pocket remediation
expense associated with the environmental conditions; provided, however, in no
event will Sellers pay in excess of fifteen million Dollars ($15,000,000) in the
aggregate as a result of payments made under this Section 10.05 and Section
10.02 and, provided further, that Buyer shall have no obligation to pay or incur
any remediation expense unless and until the Closing shall have occurred. Any
environmental conditions uncovered as a result of performing the Environmental
Reports will not affect the Closing, unless as a result thereof, a condition
precedent to Closing cannot be satisfied. Sellers and Buyer agree that Buyer
shall not be entitled to make any claims against Seller pursuant to this Section
10.05 subsequent to the date that is two (2) years after the Closing.

10.06 Sole Remedy Upon Closing. Sellers and Buyer agree (a) that
the indemnification under Sections 10.02 and 10.05 of this Agreement is the sole
remedy of the Buyer for a breach of this Agreement by Sellers in the event the
transactions contemplated by this Agreement are consummated and (b) that the
indemnification under Section 10.03 of this Agreement is the sole remedy of the
Sellers for a breach of this Agreement by Buyer in the event the transactions
contemplated by this Agreement are consummated.

11. Further Assurances.

From time to time after the Closing, each party will execute and deliver
such other instruments of conveyance and transfer, fully cooperate with the
other parties and take such other actions as the other parties reasonably may
request to effect the purposes and intent of this Agreement; provided, however,
that nothing in this Agreement shall be deemed to require or permit the Sellers
or Buyer to take any action that would otherwise require approval of any CATV
Licenses by any Governmental Authority prior to the time such approval is
obtained.

12. Closing.

12.01 Closing. The Closing shall take place at the offices of Buyer's
counsel at 10:00 A.M., local time, on the fifth (5th) business day after all
consents required as conditions to the sale as provided in Section 7.01 have
been received (the "Closing Date"); provided, however, that unless Buyer so
agrees, the Closing shall not occur prior to

<PAGE>

December 1, 1997; and provided further that if the Closing shall not have
occurred prior to the expiration of nine months from the date of this Agreement
or as extended pursuant to Section 9.03 (the "Outside Date"), this Agreement
shall terminate unless otherwise provided by the mutual written agreement of
Buyer and Sellers. If, as of the Outside Date, the Closing cannot be effected,
all parties hereto shall be released from all obligations hereunder other than
obligations arising from a breach or default hereunder, and each party hereto
will bear expenses as provided in Section 13.06 hereof. At the Closing, the
parties hereto shall execute and deliver all instruments and documents as shall
be necessary in the reasonable opinion of counsel for the respective parties to
consummate the transactions contemplated herein.

12.02 Termination. In addition to the termination provided for in Section
12.01, this Agreement may be terminated and the transactions contemplated hereby
may be abandoned:

(a) At any time, by the mutual written agreement of Buyer and
Sellers;

(b) By Buyer, upon and effective as of the date of written notice to
Sellers, if any of the conditions to the obligations of Buyer set forth in
Article 7 shall not have been waived or satisfied at the time of the
Closing;

(c) By Buyer, if there has been a breach by Sellers of any of their
representations, warranties, covenants or agreements contained in this
Agreement, and such breach shall not have been cured within a reasonable
time after notice thereof to Sellers, or cannot reasonably be cured, in
either case, such that the provisions of Sections 7.01, 7.02, 7.03, 7.04 or
7.07 of this Agreement are incapable of being satisfied by the Outside
Date;

(d) By Sellers, upon and effective as of the date of written notice
to Buyer, if any of the conditions to the obligations of Sellers set forth
in Article 8 shall not have been waived or satisfied at the time of the
Closing;

(e) By Sellers, if there has been a breach by Buyer of any of its
representations, warranties, covenants or agreements contained in this
Agreement, and such breach shall not have been cured within a reasonable
time after

<PAGE>

notice thereof to Buyer or cannot reasonably be cured, in either case, such
that the provisions of Sections 8.01, 8.02, 8.03, 8.04 or 7.07 of this
Agreement are incapable of being satisfied by the Outside Date;

(f) By Sellers or Buyer, upon and effective as of the date of written
notice to the other parties, pursuant to the termination provisions of
Section 9.02(c);

(g) By Sellers, upon and effective as of the date of written notice
to Buyer, pursuant to the termination provisions of Section 9.03(b);

(h) By Sellers, (i) if the Financing Commitment Letter has been
withdrawn or modified in any material respect and Buyer has not obtained a
Replacement Commitment Letter(s) within 90 days of such withdrawal or
material modification, or (ii) if Buyer has obtained a Replacement
Commitment Letter(s), and such Replacement Commitment Letter(s) has been
withdrawn or modified in a material respect and such Replacement Commitment
Letter(s) has not been replaced with another Replacement Commitment Letter
within 90 days of such withdrawal or modification;

(i) By Buyer if Sellers refuse to proceed or tender performance at
Closing; or

(j) By Sellers if Buyer refuses to proceed or tender performance at
Closing.

12.03 Remedies Upon Default.

(a) Buyer's Default. Subject to the last sentence of this
Section 12.03(a), if (i) Sellers terminate this Agreement pursuant to
Section 12.02(d) as a result of any of the conditions set forth in
Sections 8.01, 8.02, 8.03 or 8.04 not having been satisfied at the time the
Closing should have otherwise occurred and such failure to have any such
condition satisfied is due to Buyer's breach of any material term,
condition, covenant or agreement of this Agreement or, (ii) if this
Agreement shall terminate pursuant to Section 12.01 or Section 12.02(g) and
such failure of the Closing to occur on or prior to the Outside Date is due
to Buyer's breach of any material term, condition, covenant or agreement of
this Agreement, or (iii) Sellers terminate this Agreement pursuant to

<PAGE>

Section 12.02(j) because Buyer refuses to proceed or tender performance at
the Closing, or (iv) Sellers terminate this Agreement pursuant to Section
12.02(e) or Section 12.02(h), then, unless, in the case of clause (iii), at
the Closing there is a nonfulfillment of any of the conditions precedent
specified in Article 7 hereof (other than as a result of Buyer's breach of
its obligations hereunder) or unless in the case of clause (i), (ii), (iii)
or (iv) Sellers are in material breach under this Agreement, Sellers shall
be entitled to receive the deposit in the Earnest Money Escrow, pursuant to
the Earnest Money Escrow Agreement. The parties agree that such payment to
Sellers shall constitute liquidated damages and not a penalty and that the
amount of such liquidated damages are reasonable in light of the nature of
the harm to Sellers and the difficulty in assessing actual damages.

(b) Seller's Default. If (i) Buyer terminates this Agreement
pursuant to Section 12.02(b) as a result of any of the conditions set forth
in Section 7.01, 7.02, 7.03 or 7.04 not having been satisfied at the time
the Closing should have otherwise occurred and such failure to have any
such condition satisfied is due to Sellers' breach of any material term
condition, covenant or agreement of this Agreement or, (ii) if this
Agreement shall terminate pursuant to Section 12.01 and such failure of the
Closing to occur on or prior to the Outside Date is due to Sellers' breach
of any material term, condition, covenant or agreement of this Agreement,
or (iii) Buyer terminates this Agreement pursuant to Section 12.02(i)
because Sellers refuse to proceed or tender performance at the Closing, or
(iv) Buyer terminates this Agreement pursuant to Section 12.02(c) then,
unless in the case of clause (iii), at the Closing there is a
nonfulfillment of any of the conditions precedent specified in Article 8
hereof (other than as a result of Sellers' breach of its obligations
hereunder) or unless in the case of clause (i), (ii), (iii) or (iv) Buyer
is in material breach under this Agreement, Buyer shall be entitled to
recover Damages from Sellers suffered by Buyer as a result of such breach
but in no event shall Buyer be entitled to recover in excess of $15,000,000
as a result of damages suffered hereunder. Alternatively, if at any time
on or prior to the Closing Date, Sellers shall be in material breach or be
in material default of their obligations under this Agreement, including if
the Closing does not

<PAGE>

occur due to the refusal by Sellers to proceed or tender performance at
Closing in violation of their obligations under this Agreement, and, with
respect to any such breach or default by Sellers occurring prior to the
time the conditions set forth in Section 7 and 8 hereof have been waived or
satisfied, provided that Buyer is not then in material breach or in
material default of its obligations under this Agreement, Buyer shall be
entitled to require Sellers to specifically perform and consummate the
transactions in accordance with this Agreement, if necessary, through
injunction, court order or other process, and to recover from Sellers any
costs and expenses incurred by Buyers in connection therewith. The remedy
of specific performance is in addition to, and Buyer shall be entitled to,
any and all other rights and remedies at law, including damages, available
to Buyer in accordance with the terms of this Agreement, provided that in
no event shall Buyer be entitled to recover in excess of $15,000,000 as a
result of damages suffered hereunder, and provided further that the remedy
of specific performance is only available if Buyer does not terminate this
Agreement and does not proceed at law for damages from Sellers.

12.04 Return of Earnest Money Escrow. Subject to Section 12.03(a) of
this Agreement and the terms of the Earnest Money Escrow Agreement, upon the
termination of this Agreement, the Earnest Money Escrow, together with any
income thereon, shall be returned, paid or delivered to Buyer, as the case may
be.

13. Miscellaneous.

13.01 Amendments; Waivers. This Agreement cannot be changed or terminated
orally and no waiver of compliance with any provision or condition hereof and no
consent provided for herein shall be effective unless evidenced by an instrument
in writing duly executed by the party hereto sought to be charged with such
waiver or consent. No waiver of any term or provision hereof shall be construed
as a further or continuing waiver of such term or provision or any other term or
provision. Any condition to the performance of any party hereto which may
legally be waived at or prior to the Closing may be waived in writing at any
time by the party or parties entitled to the benefit thereof. Each of ECC and
Missouri, L.P. agree that with respect to any amendment, modification, waiver,
change or discharge of any term or provision hereof,

<PAGE>

U.S. Cable may act for and on behalf of ECC and Missouri, L.P., respectively,
and that any notice given by or to U.S. Cable in accordance with the terms
hereof shall be deemed given by or to each of them and that all notices given
hereunder by Sellers shall be given by U.S. Cable.

13.02 Entire Agreement. This Agreement sets forth the entire
understanding and agreement of the parties and supersedes any and all prior
agreements, memoranda, arrangements and understandings relating to the subject
matter hereof other than any letter or agreement that specifically refers to
this Section 13.02. No representation, warranty, promise, inducement or
statement of intention has been made by any party which is not contained in this
Agreement, and no party shall be bound by, or be liable for, any alleged
representation, promise, inducement or statement of intention not contained
herein or therein.

13.03 Binding Effect; Assignment. This Agreement shall be binding upon
and inure to the benefit of the parties and their respective successors and
permitted assigns. This Agreement may not be assigned by any party without the
prior written consent of the other parties hereto; provided, however, that Buyer
may assign its rights under this Agreement to one or more entities that are
subsidiaries of the Buyer so long as such entity or entities assume the
obligations of Buyer under this Agreement, including the obligation to assume
the Assumed Liabilities at Closing.

13.04 Construction; Counterparts. The Article and Section headings of
this Agreement are for convenience of reference only and do not form a part
hereof and do not in any way modify, interpret or construe the intentions of the
parties. This Agreement may be executed in one or more counterparts, and all
such counterparts shall constitute one and the same instrument.

13.05 Notices. All notices and communications hereunder shall be in
writing and shall be deemed to have been duly given to a party when delivered
in person or by facsimile, or three business days after such notice is
enclosed in a properly sealed envelope, certified or registered, and
deposited (postage and certification or registration prepaid) in a post
office or collection facility regularly maintained by the United States
Postal Service, or one business day after delivery to a nationally recognized
overnight courier service, and addressed as follows:

<PAGE>

If to Sellers: U.S. Cable Television Group, L.P.
ECC Holding Corporation
Missouri Cable Partners, L.P.

c/o U.S. Cable Television Group, L.P.
One Media Crossways
Woodbury, New York 11797
Telephone: (516) 364-8450
Facsimile: (516)
Attention: General Counsel

copies to: Cablevision Systems Corporation
One Media Crossways
Woodbury, New York 11797
Telephone: (516) 364-8450
Facsimile: (516)
Attention: General Counsel

and

Sullivan & Cromwell
125 Broad Street
New York, New York 10004
Telephone: (212) 558-4000
Facsimile: (212) 558-3588
Attention: John P. Mead

If to Buyer: Mediacom LLC
90 Crystal Run Road Suite 406-A
Middletown, New York 10940
Telephone: (914) 695-2600
Facsimile: (914) 695-2699
Attention: Rocco B. Commisso

copies to: Cooperman Levitt Winikoff Lester &
Newman, P.C.
800 Third Avenue
New York, New York 10022
Telephone: (212) 688-7000
Facsimile: (212) 755-2839
Attention: Robert L. Winikoff, Esq.

<PAGE>

Any party may change its address for the purpose of notice by giving notice in
accordance with the provisions of this Section 13.05.

13.06 Expenses of the Parties. Except as otherwise provided herein, all
expenses incurred by or on behalf of the parties hereto in connection with the
authorization, preparation and consummation of this Agreement, including,
without limitation, all fees and expenses of agents, representatives, counsel
and accountants employed by the parties hereto in connection with the
authorization, preparation, execution and consummation of this Agreement shall
be borne solely by the party who shall have incurred the same.

13.07 Non-Recourse. No partner, officer, director, shareholder or other
holder of an ownership interest of or in any party to this Agreement shall have
any personal liability in respect of any such party's obligations under this
Agreement by reason of his or its status as such partner, officer, director,
shareholder or other holder.

13.08 Third Party Beneficiary. This Agreement is entered into only for
the benefit of the parties and their respective successors and assigns, and
nothing hereunder shall be deemed to constitute any person a third party
beneficiary to this Agreement.

13.09 Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE INTERNAL LAWS, AND NOT THE LAW OF CONFLICTS, OF THE STATE OF
NEW YORK.

13.10 Press Releases. No press release or other public information
relating to the purchase and sale contemplated in this Agreement shall be made
or disclosed by any party hereto without the consent of the other parties;
provided however, that any party may disclose such information if reasonably
deemed to be required by law by the legal counsel for such party.

13.11 Severability. If any provision of this Agreement is finally
determined to be illegal, void or unenforceable, such determination shall not,
of itself, nullify this Agreement which shall continue in full force and effect
subject to the conditions and provisions hereof.

<PAGE>

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the day and year first above written.

SELLERS:

U.S. CABLE TELEVISION GROUP, L.P.

By: V Cable G.P., Inc., a general partner

By /s/ Barry J. O'Leary
Name:Barry J. O'Leary
Title:Senior Vice President,
Finance and Treasurer

ECC HOLDING CORPORATION

By /s/ Barry J. O'Leary
Name:Barry J. O'Leary
Title:Senior Vice President,
Finance and Treasurer

MISSOURI CABLE PARTNERS, L.P.

By: V-C Mo. G.P., Inc., a general partner

By /s/ Barry J. O'Leary
Name:Barry J. O'Leary
Title:Senior Vice President,
Finance and Treasurer

BUYER: MEDIACOM LLC

By /s/ Rocco B. Commisso
Name: Rocco B. Commisso
Title: Manager

CABLEVISION SYSTEMS CORPORATION

By /s/ Barry J. O'Leary
Name:Barry J. O'Leary
Title:Senior Vice President,
Finance and Treasurer
(only as to Sections 3.20 and 5.06)

<PAGE>

EXHIBIT B

BILL OF SALE, GENERAL ASSIGNMENT
AND INSTRUMENT OF ASSUMPTION OF LIABILITIES

This BILL OF SALE, GENERAL ASSIGNMENT AND INSTRUMENT OF ASSUMPTION OF
LIABILITIES is dated __________, 1997 and made by and among U.S. Cable
Television Group, L.P., a Delaware limited partnership ("U.S. Cable"), ECC
Holding Corporation, a Delaware corporation ("ECC"), and Missouri Cable
Partners, L.P., a Delaware limited partnership (together with U.S. Cable and
ECC, the "Sellers") and [Mediacom subsidiary], a Delaware limited liability
company ("Buyer").

WHEREAS, pursuant to an Asset Purchase Agreement (the "Agreement"), dated
as of the 29th day of August, 1997 by and among Sellers, Cablevision Systems
Corporation, a Delaware corporation, and Mediacom LLC, a New York limited
liability company, as assigned by Mediacom LLC to Buyer with [respect to the
CATV Systems described herein], Sellers have agreed to sell and assign, and
Buyer has agreed to purchase, certain property and assets of Sellers that are
owned or used in connection with their cable television systems in the
geographical areas as described in Exhibit A [to the Agreement/hereto] for the
price and on the terms and conditions set forth in the Agreement (the
"Systems"); and

WHEREAS, in partial consideration therefor, the Agreement requires Buyer to
assume certain of the obligations of Sellers with respect to the Systems.

NOW, THEREFORE, KNOW ALL MEN BY THESE PRESENTS, that for and in
consideration of the premises set forth in the Agreement and other good and
valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, and intending to be legally bound hereunder, the parties hereto
hereby agree as follows:

1. Upon the terms and subject to the conditions of the Agreement, Sellers
have bargained and sold, and by these presents do grant, bargain, sell, convey,
transfer, assign and deliver to Buyer, its successors and assigns, all of
Sellers' right, title and interest in and to the Acquired Assets, the CATV
Systems and the CATV Business, with such representations, warranties and
covenants as are set forth in the Agreement.

B-1
<PAGE>

TO HAVE AND TO HOLD said Acquired Assets unto Buyer, its successors and
assigns, to and for its and their own proper use and benefit.

For the consideration aforesaid, Sellers hereby irrevocably constitute and
appoint Buyer the true and lawful attorney of Sellers, with full power of
substitution, and give and grant unto Buyer, its successors and assigns, and
each of them, full power and authority in the name of Sellers, their successors
and assigns, or in the name of Buyer, at any time and from time to time, to
collect, assert or enforce any claim, right or title of any kind in or to the
Acquired Assets, to institute and prosecute all actions, suits and proceedings
which Buyer may deem proper in order to collect, assert or enforce any such
claim, right or title, to defend and compromise all actions, suits and
proceedings in respect of any of the Acquired Assets; with like power and as
fully as Sellers could or might have done, hereby ratifying and confirming all
and whatever Buyer, its successors and assigns, or any of them shall lawfully do
or cause to be done in accordance with the terms of the Agreement and this Bill
of Sale, General Assignment and Instrument of Assumption of Liabilities.
Sellers acknowledge and agree that such powers are coupled with an interest and
shall not be revocable by them in any manner or for any reason and that Buyer
shall be entitled to retain for its own account any amounts collected pursuant
to such powers, including any amounts payable as interest in respect thereof.

Except as expressly provided in the Agreement, Sellers hereby expressly
disclaim any and all warranties or representations made to Buyer, whether
relating to the condition, the operation, the adequacy or otherwise of the
personal property which is part of the Acquired Assets. IN THAT CONNECTION,
EXCEPT AS EXPRESSLY PROVIDED IN THE AGREEMENT, BUYER HEREBY AGREES THAT IT WILL
ACCEPT THE PERSONAL PROPERTY WHICH IS PART OF THE ACQUIRED ASSETS "AS IS" AND
"WHERE IS". EXCEPT AS AFORESAID, SELLERS MAKE NO WARRANTY OR REPRESENTATION
WHATSOEVER, EITHER ORAL OR WRITTEN, OR EXPRESS OR IMPLIED, AS TO MERCHANTABILITY
OR THE CONDITION OF THE PERSONAL PROPERTY WHICH IS PART OF THE ACQUIRED ASSETS
OR THE FITNESS OR SUITABILITY THEREOF FOR ANY PARTICULAR OR GENERAL USE OR
PURPOSE EXCEPT AS EXPRESSLY PROVIDED IN THE AGREEMENT.

2. Upon the terms and subject to the conditions of the Agreement, from
and after the date hereof, Buyer hereby

B-2
<PAGE>

assumes and agrees to pay, perform and discharge, all of the Assumed
Liabilities.

Anything herein to the contrary notwithstanding, Buyer is specifically not
assuming any of the Excluded Liabilities.

Nothing contained herein shall be deemed to deprive Buyer of any defenses,
set-offs or counterclaims (the "Defenses") which Sellers may have had or which
Buyer shall have with respect to any of the Assumed Liabilities. Sellers hereby
transfer, convey and assign to Buyer all of the Defenses and agree to cooperate
with Buyer to maintain, secure, perfect and enforce the Defenses.

3. Each of the Sellers and Buyer, by their execution of this instrument,
hereby acknowledges and agrees that neither the representations and warranties
made by Sellers or Buyer nor the obligations or the rights and remedies of
Sellers or Buyer under the Agreement, all of which shall remain in effect in
accordance with the provisions of the Agreement, shall be deemed to be enlarged,
modified or altered in any way by this instrument, or any other conveyance
instrument executed by the parties in connection with the transactions
contemplated by the Agreement.

4. All capitalized terms used herein and not otherwise defined shall have
the meanings ascribed thereto in the Agreement. The terms hereof may be waived
only by a written instrument executed by the party waiving compliance. The
failure of any party at any time or times to require performance of any
provision hereof shall in no manner affect the right at a later time to enforce
the same. No waiver by any party of any breach of any term hereof shall be
deemed to be or construed as a waiver of any other breach of any other term
hereof. This instrument, together with the Agreement and Schedules and Exhibits
thereto, sets forth the entire understanding and agreement between the party
with reference to the subject matter hereof. THIS INSTRUMENT SHALL BE GOVERNED
BY, CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK,
EXCLUDING THE CHOICE OF LAW RULES THEREOF, AND THE JURISDICTION AND VENUE OF ANY
CAUSE OF ACTION ARISING OUT OF THIS INSTRUMENT SHALL BE IN NEW YORK, NEW YORK.
The terms hereof shall inure to the benefit of and be binding upon the parties
hereto and their respective heirs, successors and assigns. This instrument
shall not be assignable by any party without the prior written consent of

B-3
<PAGE>

the other parties, and any assignment without such consent shall be void and of
no effect. In the event that any one or more of the provisions contained herein
or any application thereof shall be invalid, illegal or unenforceable in any
respect, the validity, legality and enforceability of the remaining provisions
contained herein and any other application thereof shall not in any way be
affected or impaired thereby, unless any manifest injustice or inequity would
result from the applicability and enforceability of such remaining provisions.
This instrument may not be modified, amended or terminated, except by a written
agreement specifically referring to this instrument signed by Buyer and Sellers.
This instrument may be executed in one or more counterparts, all of which taken
together, shall be deemed one original.

B-4
<PAGE>

IN WITNESS WHEREOF, the parties hereto have caused this Bill of Sale,
General Assignment and Instrument of Assumption of Liabilities to be duly
executed by their authorized officers as of the day and year first above
written.

SELLERS:

U.S. CABLE TELEVISION GROUP, L.P.

By: V Cable G.P., Inc., its general
partner

By:___________________________
Name:
Title:

ECC HOLDING CORPORATION

By:___________________________
Name:
Title:

MISSOURI CABLE PARTNERS, L.P.

By: V-C Mo. G.P., Inc., its general
partner

By:___________________________
Name:
Title:

BUYER:

[MEDIACOM SUBSIDIARY]

By: Mediacom LLC, a member

By:___________________________
Name:
Title:

B-5
<PAGE>

EXHIBIT C

EARNEST MONEY ESCROW AGREEMENT

This Earnest Money Escrow Agreement (the "Escrow Agreement") is made and
entered into this 29th day of August, 1997, by and among U.S. Cable Television
Group, L.P., a Delaware limited partnership ("U.S. Cable"), ECC Holding
Corporation, a Delaware corporation ("ECC"), Missouri Cable Partners, L.P., a
Delaware limited partnership ("Missouri"), (together "Sellers"), Mediacom LLC, a
New York limited liability company ("Buyer"),and The Chase Manhattan Bank, as
escrow agent (the "Escrow Agent").

R E C I T A L S:

A. Sellers, Buyer and Cablevision Systems Corporation, a Delaware
corporation, entered into that certain Asset Purchase Agreement dated as of
August 29, 1997 (the "Agreement") pursuant to which Sellers agreed to sell, and
Buyer agreed to purchase, certain of Sellers' properties and assets as described
in the Agreement.

B. In accordance with the terms of the Agreement, Buyer shall
simultaneously deposit, as an earnest money deposit, an irrevocable
transferrable letter of credit, dated August 29, 1997 (the "Letter of Credit")
issued by The Chase Manhattan Bank in the amount of Fifteen Million Dollars
($15,000,000), upon the terms set forth in the Agreement and this Escrow
Agreement.

NOW, THEREFORE, for and in consideration of the mutual covenants contained
herein, and other good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged by the execution and delivery hereof, the
parties hereto do mutually agree as follows (terms used herein and not otherwise
defined shall have the meanings ascribed to them in the Agreement):

1. Agent. Sellers and Buyer hereby appoint and designate the Escrow
Agent as escrow agent for the purposes herein set forth. All references to the
"Escrow Agent," as that term is used herein, shall refer to the Escrow Agent
solely in its capacity as such, and not to it in any other capacity whatsoever
whether as individual, agent, fiduciary, trustee or otherwise. The Escrow Agent
shall have no obligation to

C-1
<PAGE>

assure, or participate in the enforcement or performance of the Agreement
whether or not the Escrow Agent shall have knowledge or notice of the terms
thereof, or any acts or omissions relating thereto.

2. Deposit of Escrow Money. Pursuant to the terms of the Agreement, on
the date hereof, Buyer is delivering to the Escrow Agent the Letter of Credit to
be held and administered by the Escrow Agent in accordance with the terms
hereof. The term "Escrow Deposit" as used herein refers to such Letter of
Credit, and the proceeds thereof and earnings thereon, if any, less
disbursements or payments authorized as provided herein.

3. Investment of Escrow Money in the Escrow Account.

(a) If the Escrow Deposit consists of the proceeds of the Letter of
Credit, the Escrow Agent shall invest the money in the Escrow Deposit in
Permitted Investments (as defined herein) as instructed jointly by Buyer and
Sellers in writing from time to time during the term of this Escrow Agreement.
Any and all investment earnings on the Escrow Deposit shall be held by the
Escrow Agent and dealt with and paid in the same manner as set forth in Section
5 hereof. Decisions as to purchase or sale of each such Permitted Investment
shall be made jointly by the Buyer and Sellers and, in the event Buyer and
Sellers do not agree with respect to such decisions, the Escrow Deposit will be
invested by the Escrow Agent in the Permitted Investments set forth in Section
3(b)(v).

(b) As used herein, "Permitted Investments" means: (i) marketable direct
obligations issued or unconditionally guaranteed by the United States Government
or issued by any agency thereof and backed by the full faith and credit of the
United States, in each case maturing within three (3) months from the date of
acquisition thereof; (ii) marketable direct obligations issued by any state of
the United States of America or any political subdivision of any such state or
any public instrumentality thereof maturing within three (3) months from the
date of acquisition thereof and having, at the time of acquisition, the highest
rating obtainable from either Standard & Poor's Corporation or Moody's Investors
Service, Inc.; (iii) commercial paper having, at the time of acquisition, the
highest rating obtainable from either Standard & Poor's Corporation or Moody's
Investors Service, Inc. maturing within three (3) months from the date of
acquisition thereof; (iv) certificates of deposit, other time deposits, and
bankers' acceptances maturing within three (3)

C-2
<PAGE>

months from the date of acquisition thereof issued by the Escrow Agent or any
bank operating under the laws of the United States of America or any state
thereof or the District of Columbia which has combined capital and surplus of
not less than $500,000,000; or (v) institutional money market funds organized
under the laws of the United States of America or any state thereof that invest
solely in any of the investments permitted under clauses (i), (ii), (iii) and
(iv) hereof.

(c) To the extent that any portion of the Escrow Deposit may not be
readily invested in such investments, the Escrow Agent may invest such portion
of the Escrow Deposit in a money market trust account or interest bearing
deposit account of the Escrow Agent, as jointly instructed by Sellers and Buyer.
The Escrow Agent shall have no authority or duty to invest the Escrow Deposit in
any other obligations except as provided in this Section 3. The Escrow Agent may
use its own bond department in investing the Escrow Deposit as aforesaid. In no
event shall any part of the Escrow Deposit be commingled with any other funds
held by the Escrow Agent or any of its parents, subsidiaries, or affiliates.
Escrow Agent in its capacity as escrow agent hereunder shall not have liability
for any loss sustained as a result of any investment made pursuant to the
instructions of the parties hereto as a result of any liquidation of any
investment prior to its maturity or for the failure of the parties to give the
Escrow Agent instructions to invest or reinvest the Escrow Deposit or any
earnings thereon.

4. Presentation and Payment of Claims.

(a) Any claim by Buyer or Sellers for the Escrow Deposit (each, a "Claim")
shall be made in accordance with this Section 4. In the event that a Closing
under Section 12.01 of the Agreement occurs, Buyer and Sellers shall jointly
notify the Escrow Agent of such Closing (a "Closing Claim").

(b) In the event (i) Sellers terminate the Agreement pursuant Section
12.02(d) of the Agreement as a result of any of the conditions set forth in
Sections 8.01, 8.02, 8.03 or 8.04 not having been satisfied at the time the
Closing should have otherwise occurred and such failure to have any such
condition satisfied is due to Buyer's breach of any material term,
condition, covenant or agreement of the Agreement, or (ii) if the Agreement
shall terminate pursuant to Section 12.01 or Section 12.02(g) and such
failure of the Closing to occur on or

C-3
<PAGE>

prior to the Outside Date is due to Buyer's breach of any material term,
condition, covenant or agreement of the Agreement, or (iii) Sellers
terminate the Agreement pursuant to Section 12.02(j) because Buyer refuses
to proceed or tender performance at the Closing, or (iv) Sellers terminate
the Agreement pursuant to Section 12.02(e) (including as a result of any
breach referred to in paragraph 5 of the letter agreement, dated the date
hereof, entered into with respect to Retained Franchises, enters into among
Sellers and Buyer) or Section 12.02(h) of the Agreement, then, unless in
the case of clause (iii), at the Closing there is a nonfulfillment of any
of the conditions precedent specified in Article 7 of the Agreement (other
than as a result of Buyer's breach of its obligations under the Agreement)
or unless in the case of clause (i), (ii), (iii) or (iv), Sellers are in
material breach under the Agreement, Sellers shall simultaneously notify
the Escrow Agent and Buyer in writing of a Claim, which notice shall state
the basis of the Claim (a "Seller Claim"). The Escrow Agent shall then
provide a copy of such notice to Buyer.

(c) In the event the Agreement is terminated for any reason other than as
pursuant to Section 4(b) hereof, Buyer shall simultaneously notify the Escrow
Agent and Sellers of a Claim, which notice shall state the basis of the Claim (a
"Buyer Claim"). The Escrow Agent shall then provide a copy of such notice to
the Sellers.

(d) Buyer or Sellers may contest a Claim by the other party by giving
written notice to the Escrow Agent and the other party (each, an "Objection")
within twenty (20) days after receipt of notice of a Claim ("Objection Period").
Unless otherwise advised by Buyer or Sellers in writing, the Escrow Agent shall
assume that the receipt of notice was received by Buyer or Sellers on the same
day as received by the Escrow Agent. The timely delivery of an Objection to a
claim will give rise to a contested Claim (each, a "Contested Claim"). If the
party receiving notice of a Claim does not deliver an Objection prior to the
termination of an Objection Period, such party shall be deemed to have accepted
the Claim as valid. Each Claim and Objection must be made in good faith upon a
reasonable basis. Buyer and Sellers agree that any payment of or from the
Escrow Deposit to Sellers pursuant to Section 4(b) hereof, shall constitute
liquidated damages and not a penalty, Sellers are fully entitled thereto, Buyer
shall have no further obligation or liability to the Sellers in

C-4
<PAGE>

connection with the Agreement and that the amount of such liquidated damages
are reasonable in light of the nature of the harm to Sellers and the
difficulty in assessing actual damages.

5. Payment of the Escrow Deposit. At the earliest of (i) the day the
Escrow Agent receives a Closing Claim, (ii) as soon as practicable following the
expiration of an Objection Period, if there is no Objection to a Seller Claim,
the Escrow Agent shall either (A) pay the Escrow Deposit to Sellers, or (B) draw
on the Letter of Credit for the entire stated amount and pay such amount to
Sellers in immediately available funds by wire transfer to such account as
Sellers shall have designated to the Escrow Agent, unless in the case of a
Closing Claim, Buyer shall have previously paid to Sellers the full Purchase
Price, as adjusted, payable at Closing in which case the Escrow Agent shall (x)
pay the Escrow Deposit (if cash)to Buyer in immediately available funds by wire
transfer to such account as Buyer shall have designated to the Escrow Agent or
(y) return the Letter of Credit to Buyer for cancellation, and (iii) as soon as
practicable following the expiration of an Objection Period, if there is no
Objection to a Buyer Claim, the Escrow Agent shall either (A) pay the Escrow
Deposit (if cash) to Buyer in immediately available funds by wire transfer to
such account as Buyer shall have designated to the Escrow Agent, or (B) return
the Letter of Credit to Buyer for cancellation. If there is a Contested Claim,
the Escrow Agent will administer and distribute the Escrow Deposit only in
accordance with the final and unappealable judgment, order or decree of the
court or other judicial body that decided the underlying claim or in accordance
with a settlement agreement between Sellers and Buyer (any such judgment, order,
decree or agreement being a "Determination of Claim"). If the Determination of
Claim requires payment or delivery of the Escrow Deposit to Buyer, the Escrow
Agent shall either (A) pay the Escrow Deposit (if cash) in immediately available
funds by wire transfer to such account as Buyer shall have designated to the
Escrow Agent, or (B) return the Letter of Credit to Buyer for cancellation, in
each case, as soon as practicable after receipt of such Determination of Claim.
If the Determination of Claim requires payment to Sellers, the Escrow Agent
shall either (A) pay such amount in immediately available funds by wire transfer
to such account as Sellers shall have designated to the Escrow Agent, or (B)
draw on the Letter of Credit for the entire stated amount and pay such amount to
Sellers, in each

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<PAGE>

case, as soon as practicable following receipt of such Determination of Claim.

6. Draw Under Letter of Credit.

Notwithstanding anything to the contrary contained herein, if the
Letter of Credit (or any renewal thereof) is not renewed or substituted with
another irrevocable letter of credit issued by a bank operating under the laws
of the United States of America or any state thereof which has combined capital
and surplus of at least $100,000,000 (in either case, in form and substance
reasonably acceptable to Sellers) at least fifteen (15) days prior to the Letter
of Credit's (or any renewal thereof) stated expiration date, the Escrow Agent
shall draw on the Letter of Credit (or any renewal thereof) for the entire
stated amount for administration and application in accordance with the terms of
this Escrow Agreement.

7. Rights, Obligations and Indemnification of the Escrow Agent.

(a) In performing any of its duties under this Escrow Agreement, or
upon the claimed failure to perform its duties hereunder, the Escrow Agent shall
not be liable to anyone for any damages, losses, or expenses which it may incur
as a result of the Escrow Agent so acting, or failing to act; provided, that the
Escrow Agent shall be liable for damages arising out of its fraud, gross
negligence, willful misconduct or bad faith under this Escrow Agreement.
Accordingly, the Escrow Agent shall not incur any such liability with respect
to: (i) any action taken or omitted to be taken in good faith and with exercise
of due care, whether or not acting upon advice of its counsel given with respect
to any questions relating to the duties and responsibilities of the Escrow Agent
hereunder; nor (ii) any action taken or omitted to be taken in reliance upon any
document, including any written notice or instructions provided for in this
Escrow Agreement, not only as to such document's due execution and to the
validity and effectiveness of its provisions, but also as to the truth and
accuracy of any information contained therein, which the Escrow Agent shall in
good faith and with exercise of due care believe to be genuine, to have been
signed or presented by a proper person or persons and to conform with the
provisions of this Escrow Agreement. The Escrow Agent shall have no liability
for loss arising from any cause beyond its control, including, without
limitation, the following: (x)

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<PAGE>

the act, failure or neglect of any agent or correspondent selected by Sellers or
Buyer for the remittance of funds; (y) any delay, error, omission or default of
any mail, telegraph, cable or wireless agency or operator; or (z) the acts or
edicts of any government or governmental agency or other group or entity
exercising governmental powers.

(b) Sellers and Buyer hereby agree to indemnify and hold harmless the
Escrow Agent against any and all fees, losses, claims, damages, liabilities, and
expenses, including, without limitation, reasonable costs of investigation and
counsel fees and disbursements which may be imposed by the Escrow Agent or
incurred by it in connection with its acceptance of this appointment as the
Escrow Agent hereunder, or the performance of its duties hereunder, including,
without limitation, any litigation arising from this Escrow Agreement or
involving the subject matter hereof or thereof; except, that if the Escrow Agent
shall be found guilty of fraud, gross negligence, willful misconduct or bad
faith under this Escrow Agreement then, in that event, the Escrow Agent shall
bear all such losses, claims, damages, and expenses. Anything in this Agreement
to the contrary notwithstanding, in no event shall the Escrow Agent be liable
for special, indirect or consequential loss or damage of any kind whatsoever
(including but not limited to lost profits), even if the Escrow Agent has been
advised of the likelihood of such loss or damage and regardless of the form of
action.

(c) The Escrow Agent shall be bound only by the terms of this Escrow
Agreement and shall not be bound by, or be deemed to have knowledge of any of
the terms of, or incur any liability with respect to the Agreement or any other
agreement or understanding to which the Escrow Agent is not a party whether or
not the Escrow Agent shall have notice or knowledge thereof. The Escrow Agent
shall not have any duties hereunder except those specifically set forth herein.

(d) If any part of the Escrow Deposit is at any time attached,
garnished or levied upon under any court order, or if the payment or transfer of
any such funds shall be stayed or enjoined by any court order, or any order,
judgment or decree shall be made or entered by any court affecting such funds or
any portion thereof, then in any of such events the Escrow Agent is authorized,
in its sole discretion, to rely upon and comply with any such order, writ,
judgment or decree which it is advised by legal counsel is binding upon it.
Sellers and Buyer hereby agree to indemnify the Escrow Agent

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<PAGE>

and hold it harmless against any loss, liability or expense of any kind which
may result, in whole or in part, from any delay in acting with respect to any
such order, writ, judgment or decree. If the Escrow Agent complies with any
such order, writ, judgment or decree, it shall not be liable to Buyer, Sellers
or any other person, firm or corporation by reason of such compliance, even
though such order, writ, judgment or decree may subsequently be reversed,
modified, annulled, set aside or vacated.

(e) Sellers and Buyer agree that until there is a final resolution of
all Claims, the Escrow Agent shall retain the Escrow Deposit under Sections 2
and 3 hereof. Sellers and Buyer agree to use their reasonable commercial
efforts to effect prompt resolution of all disputes in accordance with the
Agreement and hereby confirm that this Escrow Agreement shall not modify the
obligations of the parties under the Agreement.

(f) The Escrow Agent's activities hereunder shall be only those of,
or incidental to, a passive ministerial depository and disbursing payor pursuant
to the terms hereof. In the event of any disagreements or conflicting
instructions resulting in adverse claims or demands being made upon the Escrow
Agent in connection herewith, or in the event that the Escrow Agent in good
faith is in doubt as to what action should be taken hereunder, it may, at its
option, refuse to comply with any claims or demands on it or refuse to take any
other action hereunder, and in any such event, the Escrow Agent shall not be or
become liable in any way or to any party for its failure or refusal from acting
until all differences shall have been settled and all doubt resolved.

(g) The Escrow Agent: (i) except as otherwise expressly provided
herein, shall have no obligation to make any payment hereunder unless all the
necessary funds and/or documents have been actually received by the Escrow
Agent; (ii) shall be regarded as making no representations and having no
responsibilities as to the validity, sufficiency, value or genuineness of the
underlying transactions contemplated herein or in the Agreement; (iii) may rely
on and shall be protected in acting upon any certificate, instrument, notice,
letter, telegram, telecopy or other document delivered to the Escrow Agent and
reasonably believed by the Escrow Agent to be genuine and to have been sent by
the proper party or parties; and (iv) may consult its counsel regarding
questions which may arise and the advice or opinion of such counsel shall be

C-8
<PAGE>

conclusive evidence of good faith in respect of any action taken, suffered or
omitted by the Escrow Agent hereunder in accordance with the advice or opinion
of such counsel. However, the Escrow Agent shall be under no obligation to
consult with counsel, and failure to do so shall not be evidence of a lack of
good faith on the part of the Escrow Agent.

(h) It is the intention of the parties that the Escrow Agent shall
never be required to use or advance its own funds or otherwise incur financial
liability in the performance of its duties or the exercise of any of its rights
and powers hereunder.

(i) The Escrow Agent may resign without obtaining the order of any
court, by giving at least thirty (30) days' prior written notice (unless waived)
to Sellers and Buyer and upon the taking of all the actions as described in this
subparagraph (i) by the Escrow Agent, the Escrow Agent shall have no further
responsibilities hereunder to Sellers and Buyer or to any other person in
connection with this Escrow Agreement. Such resignation shall be effective upon
the appointment by Sellers and Buyer of a successor agent, which shall be a bank
having combined capital and surplus of at least $50,000,000. Any such successor
agent shall be appointed by a written instrument mutually satisfactory to and
executed by Sellers, Buyer, the Escrow Agent and the successor agent. Any
successor agent appointed under the provisions of this Escrow Agreement shall
have all of the same rights, powers, privileges, immunities and authority with
respect to the matters contemplated herein as are granted herein to the original
Escrow Agent.

(j) It is not the intention of the parties hereto to create, nor
shall this Escrow Agreement be construed as creating, a partnership or
association, or to render the parties hereto liable as partners.

(k) Notwithstanding any provision herein to the contrary, in the
event of any disagreement or controversy arising under this Escrow Agreement or
conflicting demands or notices are made upon the Escrow Agent growing out of or
relating to this Escrow Agreement or in the event the Escrow Agent in good faith
is in doubt as to what action it should take hereunder, the Escrow Agent shall
have the right, at its election, to withhold and stop all further proceedings
in, and performance of, this Escrow Agreement and all instructions

C-9

<PAGE>

received hereunder and file a suit in interpleader and obtain an order from a
court of competent jurisdiction requiring all parties involved to interplead and
litigate in such court their claims and rights among themselves and with the
Escrow Agent. The foregoing remedy shall be cumulative of any other remedies
available to the Escrow Agent provided hereunder or in law or at equity. Should
any suit or legal proceeding be instituted growing out of or related to this
Escrow Agreement, whether such suit be initiated by the Escrow Agent or others,
the Escrow Agent shall have the right, at its option, to stop all further
proceedings under and performance of this Escrow Agreement and of all
instructions received hereunder until all differences shall have been rectified
and all doubts resolved by agreement or until the rights of all parties shall
have been fully and finally adjudicated.

8. Fees, Expenses, and Charges. Sellers, on the one hand, and Buyer, on
the other, shall each be liable for one half of the fees, expenses and charges
as described in Schedule 1 attached hereto of the Escrow Agent, including
reasonable fees, expenses, and charges of counsel engaged by it in connection
with the execution of the Escrow Agreement and its services hereunder, which
fees, expenses and charges shall be payable on demand.

9. Notices and Instructions. All notices, advice and instructions
("Notices") provided for or permitted hereunder shall be in writing and
dispatched by the same means to all of the foregoing on the same day and shall
be deemed given if delivered (a) personally; (b) by mail, via certified or
registered mail, return receipt requested, with postage prepaid; (c) by
facsimile, or (d) by a nationally recognized courier service, all of which
addressed to the parties hereto as follows:

C-10
<PAGE>

(a) if to Sellers:

U.S. Cable Television Group, L.P.
ECC Holding Corporation
Missouri Cable Partners, L.P.
c/o U.S. Cable Television Group, L.P.
One Media Crossways
Woodbury, New York 11797
Telephone: (516) 364-8450
Telecopy: (516)
Attention: General Counsel

With a copy to:

Sullivan & Cromwell
125 Broad Street
New York, New York 10004
Telephone: (212) 558-4000
Telecopy: (212) 558-3588
Attention: John P. Mead, Esq.

(b) if to Buyer:

Mediacom LLC
90 Crystal Run Road, Suite 406-A
Middletown, New York 10940
Telephone: (914) 695-2600
Telecopy: (914) 692-9094
Attention: Rocco B. Commisso
Manager

With a copy to:

Cooperman Levitt Winikoff Lester & Newman, P.C.
800 Third Avenue
New York, New York 10022
Telephone: (212) 688-7000
Telecopy: (212) 755-2839
Attention: Robert Winikoff, Esq.

C-11
<PAGE>

The Chase Manhattan Bank
450 West 33 Street
New York, New York 10001
Telephone: (212) 946-3290
Telecopy: (212) 946-8156/8155
Attention: Escrow Administration, 15th Floor

Any such Notice shall be effective upon delivery when delivered in person, by
courier service or by facsimile or date receipt acknowledged if by certified
mail, return receipt requested, except with respect to the Escrow Agent, as to
which Notice shall be deemed to have been given on the date received by the
Escrow Agent. Any party may change its address for purposes of notice by giving
Notice in accordance with the provisions of this Section 9. Each of ECC and
Missouri agree that (i) any notice required or permitted to be given by Sellers
hereunder may be given by U.S. Cable and (ii) any notice delivered to U.S. Cable
pursuant to the terms hereof shall be deemed delivered to ECC and Missouri,
respectively.

10. Entire Agreement; Governing Law. This Escrow Agreement contains the
entire agreement of the parties with regard to the matters set forth herein and
it may not be amended or modified except in writing signed by Buyer, Sellers and
the Escrow Agent. This Escrow Agreement shall be governed by, and construed and
enforced in accordance with, the internal laws, and not the law of conflicts, of
the State of New York and the Escrow Account shall be administered at the
offices of the Escrow Agent. The parties to this Escrow Agreement hereby agree
that jurisdiction over such parties and over the subject matter of any action or
proceeding arising under this Escrow Agreement may be exercised by a competent
court of the State of New York or by a United States Court sitting in New York
City.

11. Successors and Assigns. This Escrow Agreement shall be binding upon
and inure to the benefit of the parties hereto and their successors and
permitted assigns. Except as otherwise provided herein, this Escrow Agreement
shall not be assignable without the prior written consent of the other parties.

12. Not an Amendment. This Escrow Agreement is not intended to amend or
supersede Section 12 of the Agreement.

C-12
<PAGE>

13. Tax Identification Numbers. Each party hereto, except the Escrow
Agent, shall provide the Escrow Agent with their Tax Identification Number (TIN)
as assigned by the Internal Revenue Service. All interest or other income
earned under the Escrow Agreement shall be allocated and paid as provided herein
and reported by the recipient to the Internal Revenue Service as having been so
allocated and paid.

14. Confirmation of Transfer Instructions. Certain Account Numbers.

(a) In the event funds transfer instructions are given (other than in
writing at the time of execution of the Agreement), whether in writing, by
telecopier or otherwise, the Escrow Agent is authorized to seek confirmation of
such instructions by telephone call-back to the person or persons designated on
Schedule 2 hereto, and the Escrow Agent may rely upon the confirmations of
anyone purporting to be the person or persons so designated. The persons and
telephone numbers for call-backs may be changed only in a writing actually
received and acknowledged by the Escrow Agent. The parties to this Agreement
acknowledge that such security procedure is commercially reasonable.

(b) It is understood that the Escrow Agent, in connection with any
funds transfer may rely solely upon any account numbers or similar identifying
number provided by either of the other parties hereto to identify (i) such
party, (ii) such party's bank, or (iii) an intermediary bank.

15. Counterparts. This Escrow Agreement may be executed in one or more
counterparts, each of which shall be deemed to be an original but all of which,
taken together, shall constitute but one and the same document.

16. Headings. The heading references herein are for convenience purposes
only, do not constitute a part of this Escrow Agreement and shall not be deemed
to limit or affect any of the provisions hereof.

(SIGNATURE PAGE FOLLOWS)

C-13
<PAGE>

IN WITNESS WHEREOF, this Escrow Agreement has been duly executed on the
date first above written.

SELLERS:

U.S. CABLE TELEVISION GROUP, L.P.

By: V Cable G.P., Inc., general partner

By:_____________________________________
Name:
Title:

ECC HOLDING CORPORATION

By:_____________________________________
Name:
Title:

MISSOURI CABLE PARTNERS, L.P.

By: V-C Mo. G.P., Inc., general partner

By:_____________________________________
Name:
Title:

BUYER:

MEDIACOM LLC

By:_____________________________________
Name: Rocco B. Commisso
Title: Manager

ESCROW AGENT:

By:_______________________________
Name:
Title:

C-14
<PAGE>

EXHIBIT D

[LETTERHEAD OF SELLERS' COUNSEL]

__________________, 1997

[Name and Address of Buyer]

Ladies and Gentlemen:

[Introduction with reasonable and customary qualifications and
assumptions.]

Capitalized terms used herein but not defined herein have the same meanings
as set forth in the Asset Purchase Agreement.

1. U.S. Cable Television Group, L.P. ("US Cable") is a limited
partnership duly organized, validly existing and in good standing under the laws
of Delaware and is duly qualified to do business and is in good standing in each
of the Relevant States in which such qualification is necessary except where the
failure to be so qualified or in good standing, individually or in the aggregate
with such other failures, would not have a material adverse effect on the CATV
Business, taken as a whole, or would not materially adversely affect U.S.
Cable's ability to perform its obligations under the Asset Purchase Agreement.
US Cable has all requisite limited partnership power and authority to own, lease
and use the Acquired Assets as they are currently owned, leased and used, and
to conduct its CATV Business and operations as presently conducted. ECC Holding
Corporation ("ECC") is a corporation duly organized, validly existing and in
good standing under the laws of Delaware and is duly qualified to do business
and is in good standing in each of the Relevant States in which such
qualification is required except where the failure to be so qualified or in good
standing, individually or in the aggregate with such other failures, would not
have a material adverse effect on the CATV Business, taken as a whole, or would
not materially adversely affect ECC's ability to perform its obligations under
the Asset Purchase Agreement. ECC has

D-1
<PAGE>

all requisite corporate power and authority to own, lease and use the Acquired
Assets as they are currently owned, leased and used, and to conduct its CATV
Business and operations as presently conducted. Missouri Cable Partners, L.P.
("Missouri", and together with U.S. Cable and ECC, the "Sellers") is a limited
partnership duly organized, validly existing and in good standing under the laws
of Delaware and is duly qualified to do business and is in good standing in each
of the Relevant States in which such qualification is necessary except where the
failure to be so qualified or in good standing, individually or in the aggregate
with such other failures, would not have a material adverse effect on the CATV
Business, taken as a whole, or would not materially adversely affect Missouri's
ability to perform it obligations under the Asset Purchase Agreement. Missouri
has all limited partnership power and authority to own, lease and use the
Acquired Assets as they are currently owned, leased and used and to conduct its
CATV Business and operations as presently conducted.

2. Sellers have all requisite limited partnership or corporate, as the
case may be, power and authority to execute, deliver and perform the Asset
Purchase Agreement and all documents contemplated therein to be executed and
delivered by Sellers (collectively, the "Documents"). The execution, delivery
and performance of the Asset Purchase Agreement and the other Documents have
been duly and validly authorized by all necessary limited partnership or
corporate action by Sellers, as the case may be. The Asset Purchase Agreement
and the other Documents have each been duly executed and delivered by Sellers
and each is the valid and legally binding obligation of each Seller enforceable
against such Seller in accordance with its respective terms subject to
bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and
similar laws of general applicability relating to or affecting creditors, rights
and to general equity principles.

3. To such counsel's knowledge, except as set forth in the Asset Purchase
Agreement, no authorization, approval or consent is required in connection with
each Seller's execution, delivery or performance of the Asset Purchase
Agreement, except where the failure to obtain such authorization, approval or
consent, individually or in the aggregate with such other failures, would not
have a material adverse effect on the CATV Business, taken as a whole, or would
not materially adversely affect the Sellers' ability to perform their
obligations under the Asset Purchase Agreement.

D-2
<PAGE>

4. The execution, delivery and performance by Sellers of the Asset
Purchase Agreement and the other Documents do not and will not: (a) contravene
Sellers' Organizational Documents, (b) to our knowledge, violate any applicable
Law, (c) violate any judgment, order, writ, injunction, award or decree of any
Governmental Authority applicable to Sellers of which we have knowledge, or (d)
to our knowledge, result in a breach of, constitute a default under, or require
any consent under, any agreement or instrument to which any Seller is a party or
by which it is bound or by which it or any of the Acquired Assets are subject,
except in each case (b), (c) and (d) for any violations or breaches which,
individually or in the aggregate, would not have a material adverse effect on
the CATV Business, taken as a whole or would not materially adversely affect the
Sellers' ability to perform their obligations under the Asset Purchase
Agreement.

5. Except for such matters that are referred to in the Asset Purchase
Agreement, to our knowledge, there is no legal action or proceeding pending
against the Sellers that would be reasonably likely to materially adversely
affect the CATV Business, taken as a whole, or would not materially adversely
affect the Sellers' ability to perform their obligations under the Asset
Purchase Agreement.

6. The instruments of transfer and conveyance delivered by Sellers to
Buyer at Closing are in form sufficient under __________ law to effect the
transfer of title to the CATV Business, CATV Systems and the Acquired Assets in
accordance with the Asset Purchase Agreement free and clear of all Encumbrances
(other than Permitted Encumbrances) and are sufficient for the purposes of
recording or filing, where required. Based solely on search reports received
from [Lexis Document Services] for UCC liens filed with the _____________
Secretary of State and the Recorder of ________________, _______________, and
_______________ Counties, there are no Encumbrances other than Permitted
Encumbrances on the personal property which is a part of the Acquired Assets.

[To the extent permitted by the respective firms' opinion policies, a
conclusion including reliance by Buyer's lenders or other financial institutions
that have provided debt financing in connection with Buyer's purchase of the
Acquired Assets]

Very truly yours,

D-3
<PAGE>

[Sellers' Counsel]

D-4

<PAGE>

EXHIBIT E

[LETTERHEAD OF BUYER'S COUNSEL]

_______________, 1997

[Names and Address of Sellers]

Ladies and Gentlemen:

[Introduction with reasonable and customary qualifications and assumptions]

1. Buyer is a limited liability company duly organized, validly existing
and in good standing under the law of New York with all requisite limited
liability company power and authority to conduct its business and operations as
presently conducted.

2. Buyer has all requisite limited liability company power and authority
to execute, deliver and perform the Asset Purchase Agreement and all documents
contemplated therein to be executed and delivered by Buyer (collectively, the
"Documents"). The execution, delivery and performance of the Asset Purchase
Agreement and the other Documents have been duly and validly authorized by all
necessary limited liability company action by Buyer. The Asset Purchase
Agreement and the other Documents have each been duly executed and delivered by
Buyer and each is the valid and legally binding obligation of Buyer enforceable
against Buyer in accordance with its respective terms subject to bankruptcy,
insolvency, fraudulent transfer, reorganization, moratorium and similar laws of
general applicability relating to or affecting creditors' rights and to general
equity principles.

3. The execution, delivery and performance by Buyer of the Asset Purchase
Agreement and the other Documents do not (a) contravene Buyer's certificate of
formation and operating agreement, (b) to our knowledge, violate any applicable
Law,

E-1
<PAGE>

(c) violate any judgment, order, writ, injunction, award or decree of any
Governmental Authority applicable to Buyer of which we have knowledge, or (d) to
our knowledge, result in a breach of, constitute a default under, or require any
consent under, any agreement or instrument to which the Buyer is a party, except
in each case (b), (c) and (d) for any violations or breaches which, individually
or in the aggregate, would not materially adversely affect Buyer's ability to
perform its obligations under the Asset Purchase Agreement.

4. To our knowledge, except as set forth in the Asset Purchase Agreement,
no authorization, approval or consent is required in connection with Buyer's
execution, delivery and performance of the Asset Purchase Agreement, except
where the failure to obtain such authorization, approval or consent,
individually or in the aggregate, would not materially adversely affect Buyer's
ability to perform its obligations under the Asset Purchase Agreement.

5. Except for such matters that are referred to in the Asset Purchase
Agreement, to our knowledge, there is no legal action or proceeding pending
against the Buyer that would be reasonably likely to materially adversely affect
the Buyer's ability to perform its obligations under the Asset Purchase
Agreement.

[Conclusion]

Very truly yours,

[Buyer's Counsel]

E-2
<PAGE>

EXHIBIT F

FORM OF RETAINED SYSTEM ESCROW AGREEMENT

THIS AGREEMENT, dated as of the ____ day of ____________, 1997 (this
"Agreement"), by and among [U.S. Cable Television Group, L.P., a Delaware
limited partnership ("U.S. Cable")] [ECC Holding Corporation, a Delaware
corporation ("ECC")] [Missouri Cable Partners, L.P., a Delaware limited
partnership ("Missouri") ([collectively,] the "Seller[s]"), [Mediacom
Subsidiary], a Delaware limited liability company (the "Buyer") and
___________________ a __________________ (the "Escrow Agent").

W I T N E S S E T H :

WHEREAS, Seller[s], [U.S. Cable] [ECC] [Missouri], Mediacom LLC, a New York
limited liability company ("Mediacom"), and Cablevision Systems Corporation, a
Delaware corporation, have entered into an Asset Purchase Agreement, dated as of
August 29, 1997 (the "Purchase Agreement"), pursuant to which Buyer, as assignee
of Mediacom, has purchased from Seller[s] certain of Seller['s][s'] assets used
in connection with the ownership and operation of the cable television systems
described in, and pursuant to the terms and conditions of, the Purchase
Agreement; and

WHEREAS, Seller[s] have informed Buyer that (i) Seller[s] have not (a)
obtained renewals or extensions of franchises covering cable television systems
of the Sellers that have expired and are listed in Schedule 1 hereto(the
"Expired Franchise Systems"), (b) timely filed a request for renewal under
Section 626 of the Communications Act (as defined in the Purchase Agreement)
with respect to franchises covering cable television systems of the Seller[s]
(the "Section 626 Systems") that are listed in Schedule 2 hereto or (c) obtained
the consent of the relevant municipality required to transfer to Buyer certain
franchise(s) covering cable television systems of the Sellers that are listed in
Schedule 3 hereto (the "Non-Consenting Franchise Systems" and, together with the
Expired Franchise Systems and the Section 626 Systems, the "Retained Systems"),
and (ii) Seller[s] intend[s] to obtain the extensions, renewals or consents
necessary to transfer, extend or renew the Franchise(s), as the case may be, as
soon as possible after the date hereof; and

F-1
<PAGE>

WHEREAS, Seller[s] and Buyers have entered into an agreement dated the date
of the Purchase Agreement (the "Retained Franchise Side Letter") to provide for,
among other things, the release of the Retained Franchise Price upon the
occurrence of certain events; and

WHEREAS, in order to guarantee the payment to Seller[s], if applicable, of
the portion of the Purchase Price (as defined in the Purchase Agreement)
relating to each of the Retained Systems, Seller[s] and Buyer desire to enter
into this Agreement to set forth the terms and conditions of the escrow deposit
of a portion of the Purchase Price and the subsequent disbursement of such
amounts to Seller[s] in accordance with the terms provided for herein.

NOW, THEREFORE, in consideration of the foregoing and of the promises
contained herein, the parties hereto agree as follows:

ARTICLE 1.
FUNDS

1.1. Delivery. Simultaneously with the execution of this Agreement, Buyer
has delivered to the Escrow Agent an irrevocable letter of credit, dated
________, 1997 (the "Letter of Credit"), issued by ________ in the aggregate
amount of $________ representing that amount of the Purchase Price attributable
to the Retained Systems, to be held in escrow pursuant to the terms of this
Agreement. The allocation of the Purchase Price for each Retained System is set
forth on Annex A hereto and such amount for each Retained System is herein
referred to as the "Fund" for such Retained System. The Letter of Credit shall
be held by the Escrow Agent pursuant to the terms of this Agreement.

1.2. Receipt. The Escrow Agent agrees to hold the Letter of Credit and
disburse the Funds solely in accordance with the terms and conditions of this
Agreement and for the uses and purposes stated herein. The Escrow Agent shall,
upon receipt of the Letter of Credit, issue written acknowledgment to Seller[s]
and Buyer of receipt thereof.

F-2
<PAGE>

ARTICLE 2.
PROCEDURES FOR DISBURSEMENT OF FUNDS

The Escrow Agent shall hold the Letter of Credit and disburse the Funds on
the terms and conditions set forth below and as set forth under Section 1.1.

Notwithstanding anything to the contrary in this Agreement:

2.1.(a) If a Seller determines it is entitled to the Fund with
respect to a Retained System, then such Seller shall simultaneously
notify the Escrow Agent and Buyer in writing of the occurrence of
the events described in the Retained Franchise Side Letter that
entitles such Seller to such Fund. The Escrow Agent shall send a
copy of such notice to Buyer and shall draw down the Letter of
Credit in the amount of such Fund and shall deliver such Fund to
such Seller on the [twentieth] business day after the receipt by
Buyer of such notice, unless prior to such date Buyer has given
written notice to the Escrow Agent and such Seller that such Seller
is not entitled to delivery of the Fund, in which case the Escrow
Agent shall not draw on the Letter of Credit and shall continue to
hold the Fund until such time as it receives joint written
instructions from such Seller and Buyer with respect to the
delivery of the Fund to such Seller or as ordered by a final and
nonappealable order of a court of competent jurisdiction.

(b) If the Buyer determines that it is entitled to the Fund with
respect to a Retained System, then Buyer shall notify the Seller[s]
and the Escrow Agent in writing of the events described in the
Retained Franchise Side Letter that entitles Buyer to such Fund or
to reduce the Letter of Credit by the amount of such Fund. The
Escrow Agent shall send a copy of such notice to Seller[s] and
shall deliver the Fund with respect to such Retained System to
Buyer on the twentieth business day after the receipt by Seller of
such notice, unless Seller[s] prior to such date has given written
notice to the Escrow Agent and Buyer that Buyer is not entitled to
delivery of the Fund or to reduce the Letter of Credit by the
amount of such Fund, in which case the Escrow Agent shall continue
to hold the Fund until such time as it receives joint written
instructions from the Seller[s] and Buyer with respect to the
delivery of the Fund to

F-3
<PAGE>

Buyer or a reduction in the Letter of Credit by the amount of such
Fund or as ordered by a final and nonappealable order of a court of
competent jurisdiction.

2.2. If at any time the Escrow Agent receives a final,
non-appealable order of a court of competent jurisdiction, or
written instructions signed by each of the Seller[s] and Buyer
directing delivery of any Fund, then the Escrow Agent shall draw
down the Letter of Credit and/or otherwise comply with such order
or instructions. Upon any delivery or deposit of all of the Funds
as provided in this Article 2, the Escrow Agent shall thereupon be
released and discharged from any and all further obligations
arising in connection with this Agreement.

2.3. Buyer will pay the fees and expenses of maintaining the Letter of
Credit.

2.4. If on the fifteenth business day in New York, New York, prior
to the expiration of the Letter of Credit (or any renewal or
replacement thereof) the Escrow Agent has not disbursed all of the
Funds and the Buyer has not renewed or extended such Letter of
Credit, or obtained a new, irrevocable Letter of Credit issued by a
bank operating under the laws of the United States of America or
any state thereof which has combined capital and surplus of at
least $100,000,000, in form and substance reasonably acceptable to
the Sellers, then the Escrow Agent shall draw down on such last New
York business day the amount remaining under the Letter of Credit.
Upon receipt of the Funds in cash pursuant to this Section 2.4, the
Escrow Agent shall, pending the disbursement thereof pursuant to
this Agreement, invest the same and reinvest any interest thereon
or proceeds therefrom in accordance with the joint written
instructions of Buyer and Seller[s] in (i) marketable direct
obligations issued or unconditionally guaranteed by the United
States Government or issued by any agency thereof and backed by the
full faith and credit of the United States, in each case maturing
within one year from the date of acquisition thereof; or (ii)
certificates of deposit, other time deposits, and bankers'
acceptances maturing within one year from the date of acquisition
thereof issued by the Escrow Agent or any bank operating under the
laws of the United States of America or any state thereof or the
District of Columbia which has

F-4
<PAGE>

combined capital and surplus of not less than $100,000,000. Absent
such written instructions from Seller[s], the Escrow Agent may, in
its sole discretion, invest the Funds in any of the instruments or
accounts listed in the preceding sentence.

Escrow Agent in its capacity as escrow agent hereunder shall not
have any liability for any loss sustained as a result of any
investment made pursuant to the instructions of Seller[s] as a
result of any liquidation of any investment prior to its maturity
or for the failure of Seller[s] to give the Escrow Agent
instructions to invest or reinvest any Fund or any earnings
thereon. The party entitled to a Fund shall be entitled to the
interest, if any, earned on such Fund.

ARTICLE 3.
ESCROW AGENT

3.1. Appointment. Buyer and Seller[s], hereby appoint Escrow Agent to
serve hereunder and Escrow Agent hereby accepts such appointment and agrees to
perform all duties which are expressly set forth in this Agreement.

3.2. Compensation. The Escrow Agent shall be entitled to compensation for
its services hereunder as set forth on Schedule __ hereto. Compensation of the
Escrow Agent and all reasonable expenses of the Escrow Agent (including all
reasonable attorneys' fees of those attorneys not regularly in its employ) in
connection with the performance of its services hereunder shall be borne equally
by Buyer, on the one hand, and Seller[s], on the other hand.

3.3. Indemnification. Notwithstanding anything to the contrary in the
foregoing, Buyer, on the one hand, and Seller[s], on the other hand, will at
their expense hold the Escrow Agent harmless and indemnify the Escrow Agent in
connection with any and all third party claims, losses, judgments or costs,
regardless of their nature, arising out of or because of this Agreement, except
such as may arise because of the Escrow Agent's fraud, gross negligence, willful
misconduct or bad faith. Any such expense in the preceding sentence shall be
borne one half by Buyer and one half by Seller[s]. Buyer and Seller[s] also
exonerate said Escrow Agent from any liability in connection with this Agreement
except such as may arise because of the Escrow Agent's fraud,

F-5
<PAGE>

gross negligence, willful misconduct or bad faith in performing its specified
duties hereunder. Anything in this Agreement to the contrary notwithstanding,
in no event shall the Escrow Agent be liable for special, indirect or
consequential loss or damage of any kind whatsoever (including but not limited
to lost profits (other than investment earnings)), even if the Escrow Agent has
been advised of the likelihood of such loss or damage and regardless of the form
of action.

3.4. Resignation. The Escrow Agent may resign at any time upon giving the
parties hereto 30 days' prior written notice. In such event, the successor
Escrow Agent shall be such person, firm or corporation as shall be mutually
selected by Buyer and Seller[s]. It is understood and agreed that such
resignation shall not be effective until a successor agrees to act hereunder by
signing a copy hereof.

ARTICLE 4.
LIABILITIES OF ESCROW AGENT

4.1. Limitations.

(a) The Escrow Agent shall be liable only to accept, hold and deliver
the Funds in accordance with the provisions of this Agreement and any amendments
hereto, provided, however, that the Escrow Agent shall not incur any liability
with respect to (a) any action taken or omitted in good faith and with due care
upon the advice of its counsel given with respect to any questions relating to
the duties and responsibilities of the Escrow Agent under this Agreement, or (b)
any action taken or omitted in reliance upon any instrument which the Escrow
Agent shall in good faith and with due care believe to be genuine (including the
execution of such instrument, the identity or authority of any person executing
such instrument, its validity and effectiveness, and the truth and accuracy of
any information contained therein), to have been signed by a proper person or
persons and to conform to the provisions of this Agreement.

(b) The Escrow Agent does not have any interest in the Funds
deposited hereunder but is serving as escrow holder only and having only
possession thereof. Buyer, on the one hand, and Seller[s], on the other hand,
each covenant and agree to pay or reimburse the Escrow Agent upon request for
one-half of any transfer taxes relating to the Funds incurred

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<PAGE>

in connection herewith and shall indemnify and hold harmless the Escrow Agent
from any amounts that it is obligated to pay in the way of transfer taxes. Any
payments of income from the escrow account shall be subject to withholding
regulations then in force with respect to United States taxes. Buyer and
Seller[s] shall provide the Escrow Agent with an appropriate W-9 form for tax
identification number certification or non-resident alien certification. This
Section 4.1(b) and Section 3.3 hereof shall survive notwithstanding any
termination of this Agreement or the resignation of the Escrow Agent.

4.2. Collateral Agreements. Other than this Agreement, which shall be
controlling, the Escrow Agent shall not be bound in any way by any contract or
agreement between other parties hereto, whether or not it has knowledge of any
such contract or agreement or of its terms or conditions.

ARTICLE 5.
TERMINATION

This Agreement shall be terminated upon the earliest to occur of (a)
disbursement or release of all of the Funds by the Escrow Agent as provided in
Article 2, (b) the written mutual consent signed by each of the parties hereto
or (c) delivery of the Funds into a court of competent jurisdiction in
accordance with this Agreement. This Agreement shall not be otherwise
terminated.

ARTICLE 6.
OTHER PROVISIONS

6.1. Notices. Any notice, demand or request required or permitted to be
given under the provisions of this Agreement shall be in writing and dispatched
by the same means to all of the foregoing on the same day and shall be deemed to
have been duly given and received (i) when delivered if delivered by hand or by
facsimile transmission or by a nationally recognized courier service and (ii) on
the date receipt is acknowledged if mailed by registered or certified mail,
postage prepaid and return receipt requested, to the parties at the following
addresses (or to such other address as any party may request in a notice
delivered in accordance with this Section 6.1 to the other parties hereto,
provided that notices of a change of address shall be effective only upon
receipt thereof):

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<PAGE>

To Seller[s]:

[U.S. Cable Television Group, L.P.
ECC Holding Corporation
Missouri Cable Partners, L.P.]
c/o U.S. Cable Television Group, L.P.
One Media Crossways
Woodbury, New York 11797
Telephone: (516) 364-8450
Telecopy: (516)
Attention: General Counsel

Copies to:

Sullivan & Cromwell
125 Broad Street
New York, New York 10004
Telephone: (212) 558-4000
Telecopy: (212) 558-3588
Attention: John P. Mead, Esq.

To Buyer:

in care of
Mediacom LLC
90 Crystal Run Road, Suite 406-A
Middletown, New York 10940
Telephone: (914) 695-2600
Telecopy: (914) 692-9094
Attention: Rocco Commisso
Manager

Copies to:

Cooperman Levitt Winikoff Lester & Newman, P.C.
800 Third Avenue
New York, New York 10022
Telephone: (212) 688-7000
Telecopy: (212) 755-2839
Attention: Robert Winikoff, Esq.

To Escrow Agent:

_______________________
_______________________
_______________________
_______________________

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<PAGE>

Unless otherwise refused by Buyer or Seller[s] in writing, Escrow Agent shall
assume that the receipt of notice was received by Buyer or Seller[s] on the same
day as received by Escrow Agent. Each of ECC and Missouri agree that (i) any
notice required or permitted to be given by Sellers hereunder shall be given by
U.S. Cable and (ii) any notice delivered to U.S. Cable pursuant to the terms
hereof shall be deemed delivered to ECC and Missouri, respectively.

6.2. Benefit and Assignment. This Agreement shall be binding upon and
inure to the benefit of the parties hereto and their respective successors and
assigns.

6.3. Entire Agreement; Amendment. This Agreement contains all the terms
agreed upon by the parties with respect to the subject matter hereof and
supersedes any prior agreements with respect to the subject matter hereof,
except the Purchase Agreement, the Retained Franchise Side Letter and except
that capitalized terms not otherwise used herein shall have the meanings set
forth in the Purchase Agreement. This Agreement may be amended only by a
written instrument signed by the parties against which enforcement of any
waiver, change, modification, extension or discharge is sought. Each of ECC and
Missouri agree that with respect to any amendment, modification, waiver, change
or discharge of this Agreement, U.S. Cable may act for and on behalf of ECC and
Missouri, respectively.

6.4. Tax Identification Numbers. Each party hereto, except the Escrow
Agent, shall provide the Escrow Agent with their Tax Identification Number (TIN)
as assigned by the Internal Revenue Service. All interest or other income
earned under the Escrow Agreement shall be allocated and paid as provided herein
and reported by the recipient to the Internal Revenue Service as having been so
allocated and paid.

6.5. Confirmation of Transfer Instructions; Certain Account Numbers.

(a) In the event funds transfer instructions are given (other than in
writing at the time of execution of this Agreement), whether in writing, by
telecopier or otherwise, the Escrow Agent is authorized to seek confirmation of
such instructions by telephone call-back to the person or persons designated
from time to time in writing by the respective parties hereto, and the Escrow
Agent may rely upon the confirmations of anyone purporting to be the person or
persons

F-9
<PAGE>

so designated. The persons and telephone numbers for call-backs may be changed
only in a writing actually received and acknowledged by the Escrow Agent. The
parties to this Agreement acknowledge that such security procedure is
commercially reasonable.

(b) It is understood that the Escrow Agent, in connection with any Funds
transfer may rely solely upon any account numbers or similar identifying number
provided by either of the parties hereto to identify (i) such party, (ii) such
party's bank, or (iii) an intermediary bank.

6.6. Headings. The headings of the sections and subsections of this
Agreement are for ease of reference only and do not evidence the intentions of
the parties.

6.7. GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY THE LAWS (BUT NOT
THE LAWS OF CHOICE OF LAW) OF THE STATE OF NEW YORK AS TO ALL MATTERS,
INCLUDING, BUT NOT LIMITED TO, MATTERS OF VALIDITY, CONSTRUCTION, EFFECT,
PERFORMANCE AND REMEDIES.

6.8. Counterparts. This Agreement may be executed in one or more
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.

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<PAGE>

IN WITNESS WHEREOF, the parties have caused this Agreement to be executed
and delivered by their duly authorized partners or officers as of the day and
year first written above.

SELLER:

[U.S. CABLE TELEVISION GROUP, L.P.

By: V Cable G.P., Inc., general partner

By:_______________________________
Name:
Title:]

[ECC HOLDING CORPORATION

By:_______________________________
Name:
Title:]

[MISSOURI CABLE PARTNERS, L.P.

By: V-C Mo. G.P., Inc., general partner

By:_______________________________
Name:
Title:]

BUYER:

[ ]

By:_______________________________
Name: Rocco B. Commisso
Title: Manager

F-11
<PAGE>

ESCROW AGENT:

By:____________________________
Name:
Title:

F-12
<PAGE>

ANNEX A

[Franchises/Retained Systems and Allocation of Purchase Price Attributable
Thereto]

F-13
<PAGE>

EXHIBIT G

FORM OF MANAGEMENT AGREEMENT

THIS AGREEMENT made as of the _____ day of ____________ ____ by and between
[U.S. Cable Television Group, L.P., a Delaware limited partnership ("U.S.
Cable")] [ECC Holding Corporation, a ____________ corporation ("ECC")],
[Missouri Cable Partners, L.P., a ____________ limited partnership ("Missouri")]
([collectively,] the "Seller[s]"), and [Mediacom Subsidiary], a Delaware limited
liability company ("Manager").

WHEREAS, pursuant to that certain Asset Purchase Agreement, dated as of
August 29, 1997 (the "Purchase Agreement"), among the Seller[s], [U.S.
Cable/ECC/Missouri,] Cablevision Systems Corporation, a Delaware corporation,
and Mediacom LLC, a New York limited liability company ("Mediacom"), Buyer, as
assignee of Mediacom, has agreed to purchase from the Seller[s] certain of
Seller's assets used in connection with the ownership and operation of certain
cable television systems;

WHEREAS, the Seller[s] ha[s][ve] informed the Manager that [certain
franchises covering cable television systems of the Seller[s], listed on
Schedule 1 hereto, had expired as of the Closing Date (the "Expired Franchise
Systems")] [or] [the Seller[s] did not timely make a Section 626 Request with
respect to the franchises covering cable television systems of the Sellers (the
"Section 626 Systems") that are listed in Schedule 2 hereto [or] [that the
consents (the "Consents") required to transfer to the Manager the franchises
covering cable television systems of the Sellers that are listed on Schedule 3
hereto (the "Non-Consenting Franchise Systems" [and, together with the [Expired
Franchise System] [and the] [Section 626 Systems]] [the "Systems" and each, a
"System"]) will not be obtained prior to the Closing Date] (all capitalized
terms used herein and not defined herein shall have the same meanings as set
forth in the Purchase Agreement); and

WHEREAS, Seller[s] and the Manager desire to enter into this Agreement and
set forth their agreements whereby the Manager will operate and manage the
Systems.

NOW, THEREFORE, for the consideration herein stipulated, the parties hereby
agree as follows:

G-1
<PAGE>

1. Management of the Systems.

(a) From and after the date hereof, the parties shall cooperate with
each other and shall continue to assist each other consistent with the Purchase
Agreement in seeking the consent or approval of the applicable Governmental
Authorities with respect to the Systems to [extend or renew the term of the
franchise with respect to the [Expired Franchise Systems]] [and the] [Section
626 Systems]] [the transfer of the Non-Consenting Franchise System(s) to the
Manager from Seller[s].

(b) From the Closing Date,

(i) [[For use with Non-Consenting Franchise Systems -- ] the
Manager shall operate and manage the Non-Consenting System[s] until
the earlier of (A) the closing of the sale of a Non-Consenting
System[s] to the Manager (the "Non-Consenting Closing")
(B)_________(1) or (C) the date on which the franchise with respect
to which such Non-Consenting System has been revoked by the
applicable Governmental Authority with respect to such System and
its operation by Seller prohibited; provided that the Manager shall
continue to operate and manage each Non-Consenting System not sold
to the Manager after such date pursuant to the terms of this
Agreement pending the sale of each such Non-Consenting System as
provided below. From and after __________, Seller[s] shall
cooperate with the Manager to sell, and the Manager and Sellers
shall use commercially reasonable efforts to sell, at the Manager's
expense, each such Non-Consenting System (in which case the Manager
shall receive the proceeds of such sale) or, at the election of the
Manager, provide the Manager with a management agreement or a lease
with respect to _________ System containing such terms as the
Manager reasonably requests.]
[[For use with [Expired Franchise System[s]] [and the]
[Section 626 System[s]] the Manager shall operate and manage the
[Expired Franchise System[s]] [and the] [Section 626 System[s]]
until the earliest of (A) the sale of
[each Expired Franchise System] [and] [each Section 626 System] to
the

______________________
(1) Insert the date that is six years after the Closing Date.

G-2
<PAGE>

Manager (each such sale, a "Renewal Closing"), (B) ___________; or
(C) the date on which the franchise with respect to such
[Expired Franchise System][or] [Section 626 System] has been
revoked by the applicable Governmental Authority in respect of such
system and its operation by Seller prohibited; provided that, if
the Renewal Closing shall not have occurred in respect of
[an Expired Franchise System] [and] [a Section 626 System] and if
the franchise with respect to such Systems has not been revoked,
the Manager shall continue to operate such Systems after such date
pursuant to the terms of this Agreement pending the sale of such
Systems provided below. From and after ________, provided the
applicable Governmental Authority in respect of such System has not
previously revoked the franchise and prohibited Seller['s][s']
continued operation of such Systems, Seller[s]shall cooperate with
the Manager to sell, and Seller[s] and Manager shall use
commercially reasonable efforts to sell, at the Manager's expense,
such Systems (in which case the Manager shall receive the proceeds
of such sale), or, at the election of the Manager, provide the
Manager with a management agreement or a lease with respect to such
Systems containing such terms as the Manager reasonably requests.]

(ii) Until such time as the [Non-Consenting Closing] [and the]
[Renewal Closing] or such other sale of a System occurs, Seller[s]
shall continue to own Systems and exercise ultimate control over
the operation thereof. The Manager shall not, during the
continuance of this Agreement, take any action inconsistent with
the terms and provisions of this Agreement that would constitute
(or fail to take any action inconsistent with the terms and
provisions of this Agreement the effect of which failure would be
to cause) (A) an impermissible change in control under the
franchise or applicable state or local laws or regulations or (B)
an impermissible transfer of a Federal Communications Commission
("FCC") license.

(iii) Seller[s] shall have the right to monitor the activities of the
Manager in operating the Systems.

2. Duties of the Manager. During the term of this Agreement, except as
set forth in Section 1, this Section 2 or Section 3, the Manager shall have all
requisite authority to manage the day-to-day operations of the Systems on behalf
of

G-3
<PAGE>

the Seller[s]. During the term of this Agreement, the Manager agrees:

(a) to be responsible for the negotiation and consummation of any and
all agreements, leases, contracts, documents and other instruments reasonably
necessary or convenient for the management and operation of the Systems;

(b) to supervise the collection of income and other mounts and the
payment of expenses (including but not limited to franchise fees) relating to
the Systems;

(c) to implement and maintain such accounting and administrative
records, procedures and reports as shall be reasonably necessary to operate the
Systems;

(d) to purchase liability and other insurance reasonably necessary to
protect the assets comprising the System and usual and customary for businesses
similar to that of the Systems; to name the Seller as an additional insured with
respect to each such insurance policy;

(e) to be responsible for all personnel matters, and to provide,
manage and train all employees and other personnel reasonably necessary to
operate the Systems;

(f) to prepare status reports, financial reports and cash
disbursements reports relating to the operation of the Systems and to provide
such reports and other information to the Seller[s] on a quarterly basis;

(g) to keep, in the name and for the account of Seller[s], full and
adequate books of account and other records reflecting the results of operation
of the Systems on an accrual basis, in accordance with generally accepted
accounting principles;

(h) to prepare annual tax reports necessary for the operation of the
Systems (other than Federal, state and local income tax returns of Seller[s]),
to prepare, as necessary, any reports and other documents required to be filed
with governmental and regulatory agencies (other than with respect to income tax
matters), and act as liaison with Federal, state and local governmental and
regulatory officials with respect thereto, and to provide Seller on a timely
basis all information necessary to prepare its Federal, state and local income
tax returns;

G-4
<PAGE>

(i) to pay all expenditures incurred by the Manager in the ordinary
course of operating the Systems;

(j) to pay all expenses of the Systems, including, but not limited
to, payroll and all other taxes;

(k) to make all capital expenditures reasonably appropriate or
necessary to maintain operation of the Systems as currently operated;

(l) to manage and operate the Systems in compliance in all material
respects with applicable law, including, but not limited to, the Communications
Act of 1934, as amended, and all rules and regulations promulgated by the FCC
thereunder, and the terms and provisions of the franchise and all other
agreements relating to the Systems;

(m) to not cause or permit the Systems to take any action that would
create, or permit to be created, any material obligation or liability that would
have recourse to Seller or any of its partners or to any amounts held in any
escrow fund contemplated by the Purchase Agreement; and

(n) to operate and manage the Systems with the same level of care as
it operates cable television systems owned by the Manager.

Upon the request of Seller[s], the Manager shall give information and
notices regarding the activities described in this Section 2.

3. Obligations of Seller[s]. Notwithstanding anything in Section 1 or 2
hereof to the contrary (a) during the term of this Agreement, Seller[s] shall be
responsible for all decisions affecting the operations of the Systems, including
the matters referred to in Sections 1 and 2 (and including particularly all
financial and personnel matters), to the extent the Seller[s] must continue to
be responsible for any such decisions under any agreement, including the
franchise agreement relating to the Systems, or applicable law, and (b)
Seller[s] shall be entitled to control any tax investigation or audit relating
in any way to the Systems to the extent it could affect any taxes payable by
Seller[s] [or any of [its] [their] partners] for periods prior to the Closing.

4. Compensation of the Manager.

G-5
<PAGE>

(a) For its services pursuant to this Agreement, the Manager shall be
entitled beginning on _____________, 1997, to the Monthly Cash Flow (as herein
defined) for the Systems for the period commencing on the date hereof through
the date that the Manager ceases its operation and management of a System in
accordance with Section 1(b)(i) hereof (or such later date as the parties may
agree).

(b) For purposes hereof, the term "Monthly Cash Flow" shall mean, for
any monthly period, the monthly operating revenues less monthly operating
expenses (exclusive of depreciation and amortization) less monthly capital
expenditures made in respect of the Systems, each determined in accordance with
generally accepted accounting principles consistently applied ("GAAP"). All
amounts payable to the Manager pursuant to Section 4(a) above shall be paid
solely out of the cash flow and assets of the Systems, shall be due on the last
day of each calendar month and shall be paid within 30 days of the end of each
calendar month.

5. No Contributions by Seller[s]. During the term of this Agreement,
[none of] [the] Seller[s] [nor any of [its] [their] partners] shall be obligated
to contribute any capital to or make any funds available for the operation of or
the obligations or liabilities relating to the Systems and the Manager shall be
solely responsible for all expenses and expenditures thereof. Without limiting
the generality of the foregoing, [neither] the Seller[s] [nor any of [its]
[their] partners] will [not] be responsible for any compensation payable to the
Manager; such compensation to be payable solely out of the Excess Cash Flow of
the Systems as provided in Section 4 above. Nothing in this Agreement shall
require the Manager to make any payments for indebtedness of Sellers in respect
of any System.

6. Term of Agreement; Effect of Termination. This Agreement shall
continue in full force and effect until the date that the Manager ceases its
operation and management of the Systems in accordance with Section 1(b)(i)
hereof. Seller[s] shall pay to the Manager within 10 days of termination of
this Agreement all amounts due under Section 4 for months ended prior to the
date of termination and a prorated portion, based on days elapsed prior to
termination in the month of termination, of all amounts due under Section 4 for
the month including the date of termination. To the extent that any amount
relating to the period prior to termination which would thereafter have become
due under

G-6

<PAGE>

Section 4 had this Agreement not been terminated, such amount shall be paid
to the Manager on the date it would have been paid had this Agreement not
been terminated.

7. Indemnification of Seller[s].

(a) The Manager shall indemnify and hold harmless Seller[s] and
[its][their] affiliates and their respective directors, officers, partners
and employees (collectively, the "Seller[s] Indemnitees") from and against
any and all losses, claims, costs, damages, liabilities, expenses (including
reasonable attorneys' fees and the costs incurred by the Seller[s] in
enforcing [its][their] rights hereunder), whether or not arising out of third
party claims (collectively, "Seller Losses"), resulting from or arising out
of (i) the Manager's bad faith, negligence or willful misconduct in
connection with the performance by the Manager of this Agreement, (ii) any
material violation by the Manager of this Agreement or (iii) the operation of
the Systems after the date hereof.

(b) Expenses incurred by the Seller Indemnitees in defending any
legal action subject to this Section 7 shall, from time to time, be advanced
by the Manager prior to the final disposition of such legal action.

(c) If a claim is made against Sellers for which Sellers are
entitled to indemnification hereunder, Sellers shall give Manager prompt
notice thereof and Manager shall have the right to assume the defense
thereof, at its cost with counsel of its choice and may settle or otherwise
dispose of such claim if such disposition includes a full release and
discharge of Sellers.

(d) The indemnification provided in this Section 7 shall inure to
the benefit of the successors, administrators and permitted assigns of the
Seller Indemnitees.

(e) The provisions of this Section 7 are for the benefit of the
Seller Indemnitees and their respective successors, administrators and
permitted assigns and shall not be deemed to create any rights for the
benefit of any other persons.

(f) If the indemnification provided for in this Section 7 is
determined by a court of competent jurisdiction to be unenforceable or
unavailable to any Seller Indemnitee

G-7

<PAGE>

for any reason, in lieu of such indemnification, the Manager will contribute
to the amount of the Seller Losses of such Seller Indemnitee to the maximum
extent legally permissible.

8. Indemnification of Manager.

(a) Seller[s] shall indemnify and hold harmless the Manager and
its affiliates and their respective directors, officers, partners and
employees (collectively, the "Manager Indemnitees") from and against any and
all losses, claims, costs, damages, liabilities, expenses (including
reasonable attorneys' fees and the costs incurred by Manager in enforcing its
rights hereunder), whether or not arising out of third party claims
(collectively, "Manager Losses"), resulting from or arising out of (i) any
material violation by Seller[s] of this Agreement or (ii) any matter which
would have constituted an Excluded Liability under the Purchase Agreement had
the System to which such matter relates been transferred to Buyer thereunder.

(b) Expenses incurred by the Manager Indemnitees in defending any
legal action subject to this Section 8 shall, from time to time, be advanced
by Seller[s] prior to the final disposition of such legal action.

(c) If a claim is made against Manager for which Manager is
entitled to indemnification hereunder, Manager shall give prompt notice
thereof and Sellers shall have the right to assume the defense thereof, at
their cost with counsel of their choice and may settle or otherwise dispose
of such claim if such disposition includes a full release and discharge of
Manager.

(d) The indemnification provided in this Section 8 shall inure to
the benefit of the successors, administrators and permitted assigns of the
Manager Indemnitees.

(e) The provisions of this Section 8 are for the benefit of the
Manager Indemnitees and their respective successors, administrators and
permitted assigns and shall not be deemed to create any rights for the
benefit of any other persons.

(f) If the indemnification provided for in this Section 8 is
determined by a court of competent jurisdiction to be unenforceable or
unavailable to any Manager Indemnitee

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<PAGE>

for any reason, in lieu of such indemnification, Seller[s] will contribute to
the amount of the Manager Losses of such Manager Indemnitee to the maximum
extent legally permissible.

(g) No partner, officer, director, shareholder or other holder of
an ownership interest of or in any Seller shall have any personal liability
in respect of any such party's obligations under this Agreement by reason of
his or its status as such partner, officer, director, shareholder or other
holder.

9. Independent Contractor. The Manager and Seller[s] are not partners
or joint venturers with each other and nothing herein shall be construed so
as to make them such partners or joint venturers.

10. Non-Assignability of Agreement. Seller[s] shall not have the right
to assign this Agreement, other than to a successor of Seller[s]. No
assignment of this Agreement in respect of a System shall be made by the
Manager unless (i) six years have passed since the date hereof, (ii) such
System has not been transferred to Manager and (iii) the franchise in respect
of such System has not previously been revoked.

11. Waiver. No waiver of any term, provision, or condition of this
Agreement, whether by conduct or otherwise, in any one or more instances,
shall be deemed or construed as a further and continuing waiver of any such
term, provision or condition, but any party hereto may waive its rights in
any particular instance by a written instrument of waiver.

12. Entire Agreement. This Agreement represents the entire
understanding of the parties hereto with respect to the subject matter
hereof, and may not be modified or amended, except by a written instrument
executed by each of the parties hereto designating specifically the terms and
provisions so modified and amended.

13. Choice of Law. The internal laws of the State of New York shall
govern this Agreement and the construction of any of its terms.

14. Counterparts. This Agreement may be signed in one or more
counterparts, each of which shall be deemed an original, but all of which
taken together shall constitute one and the same instrument.

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<PAGE>

15. Notices. Any notice, demand or request required or permitted to be
given under the provisions of this Agreement shall be in writing and
dispatched by the same means to all of the foregoing on the same day and
shall be deemed to have been duly given and received (i) when delivered if
delivered by hand or by facsimile transmission or telex and (ii) three
business days after mailing if mailed by a nationally recognized courier
service or registered or certified mail, postage prepaid and return receipt
requested, to the parties at the following addresses (or to such other
address as any party may request in a notice delivered in accordance with
this Section 15 to the other parties hereto, provided that notices of a
change of address shall be effective only upon receipt thereof):

To Seller[s]:

Copies to:

Sullivan & Cromwell
125 Broad Street
New York, New York 10004
Telephone: (212) 558-4000
Telecopy: (212) 558-3588
Attention: John P. Mead, Esq.

To Manager:

[Mediacom Subsidiary]
90 Crystal Run Road, Suite 406-A
Middletown, New York 10940
Telephone: (914) 695-2600
Telecopy: (914) 692-9094
Attention: Rocco Commisso
Manager

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<PAGE>

Copies to:

Cooperman Levitt Winikoff Lester & Newman,
P.C.
800 Third Avenue
New York, New York 10022
Telephone: (212) 688-7000
Telecopy: (212) 755-2839
Attention: Robert Winikoff, Esq.

Each of ECC and Missouri, L.P. agree that (i) any notice required or
permitted to be given by Seller[s] hereunder shall be given by U.S. Cable and
(ii) any notice delivered to U.S. Cable pursuant to the terms hereof shall be
deemed delivered to [ECC] [and] Missouri[, respectively].

16 Headings. The heading references herein are for convenience
purposes only, do not constitute a part of this Agreement and shall not be
deemed to limit or affect any of the provisions hereof.

(SIGNATURE PAGE FOLLOWS)

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<PAGE>

IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as
of the date first set forth above.

SELLER:

[U.S. CABLE TELEVISION GROUP

By: V Cable G.P., Inc., general partner

By:
Name:
Title:]

[ECC HOLDING CORPORATION

By:_______________________________
Name:
Title:]

[MISSOURI CABLE PARTNERS, L.P.

By: V-C Mo. G.P., Inc., general partner

By:_______________________________
Name:
Title:]

MANAGER: [MEDIACOM SUBSIDIARY]

By:_______________________________
Name: Rocco B. Commisso
Title: Manager

G-12

<PAGE>

EXHIBIT H

INDEMNITY ESCROW AGREEMENT

This INDEMNITY ESCROW AGREEMENT (this "Escrow Agreement") is made
as of ________, 1997 by and among U.S. Cable Television Group, L.P., a
Delaware limited partnership ("U.S. Cable"), ECC Holdings Corporation, a
Delaware corporation ("ECC"), and Missouri Cable Partners, L.P., a Delaware
limited partnership ("Missouri") (collectively, "Sellers"), [Mediacom
Subsidiary(s)], a Delaware limited liability company ("Buyer(s)"), and
[ ], as Escrow Agent (the "Escrow Agent"). Capitalized terms used
herein and not defined herein shall have the meanings assigned to them in the
Asset Purchase Agreement, dated as of August 29, 1997, by and between
Mediacom LLC, a New York limited liability company ("Mediacom"), Sellers and
Cablevision Systems Corporation, a Delaware corporation ("Cablevision") (the
"Purchase Agreement").

WHEREAS, Mediacom LLC, Sellers and Cablevision have entered into the
Purchase Agreement, pursuant to which Buyer, as assignee of Mediacom, has agreed
to purchase from Sellers, and Sellers have agreed to sell to Buyer, the Acquired
Assets; and

WHEREAS, the Purchase Agreement provides for the retention in
escrow of a portion of the Purchase Price following the Closing to secure the
performance by the Sellers of their indemnification obligation to Buyer under
Section 10 of the Purchase Agreement; and

WHEREAS, Buyer and Sellers hereby appoint the Escrow Agent as agent
for Buyer and Sellers to hold, invest, reinvest or release, on behalf of
Buyer and Sellers, all amounts received by the Escrow Agent from Buyer
(including any proceeds thereon) pursuant to the terms of this Escrow
Agreement, and by its execution and delivery hereof the Escrow Agent accepts
such appointment.

NOW, THEREFORE, in consideration of the foregoing and the mutual
covenants contained herein, the parties hereby agree as follows:

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ARTICLE I

ESCROW ACCOUNT

Section 1.1 Establishment of Escrow Account. Pursuant to the
terms of the Purchase Agreement, on the date hereof Buyer has delivered to
the Escrow Agent, for deposit into escrow, Fifteen Million Dollars
($15,000,000) of the Purchase Price (the "Indemnification Deposit"). The
Escrow Agent shall maintain the Indemnification Deposit in an account
designated "____________, as Escrow Agent under the Indemnity Escrow
Agreement, dated as of _________, 1997" at [ ], or such other
address as the Escrow Agent may specify. Such account, plus any interest
earned thereon, less any distribution of such amounts pursuant to and in
accordance with the terms of the Escrow Agreement, shall hereinafter be
referred to as the "Escrow Account", and the balance of the Escrow Account at
any particular time shall hereinafter be referred to as the "Escrow Amount".

Section 1.2 Investment of Funds. During the term of this Escrow
Agreement, the Escrow Agent shall invest and reinvest any funds on deposit in
the Escrow Account in United States Treasury Bills of ninety (90) days or
less duration to maturity at the written direction of both Buyer and Sellers,
or other maturities as directed in writing by both Buyer and Sellers, until
such time as the entire amount of the Escrow Account is released from escrow
and paid out by the Escrow Agent in accordance with the terms of this Escrow
Agreement. All payments of interest on such investments and other accretions
thereto shall be added to and become part of the Escrow Account. The record
owner of any securities or other investments in which the assets of the
Escrow Account are from time to time invested or reinvested shall be the
Escrow Agent or its nominee. In no event shall any part of the Escrow
Account be commingled with any other funds held by the Escrow Agent or any of
its parents, subsidiaries or affiliates. The Escrow Agent shall, promptly
following the end of each calendar month, send Buyer and Sellers with respect
to the Escrow Account a statement of holdings and transactions in form and
substance customarily provided to clients, which statement shall include,
without limitation, interest or other income received during such calendar
month in respect of the Escrow Account, and shall identify the type(s) and
sources(s) of such income.

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ARTICLE II

INDEMNIFICATION

Section 2.1 Indemnification Payments. The Escrow Agent shall
retain the Escrow Amount in the Escrow Account to secure the performance by
the Sellers of their obligations to indemnify Buyer under Article 10 of the
Purchase Agreement in accordance with the following provisions of this
Article II.

(a) Buyer may from time to time make demand of the Escrow Agent
for claims of indemnification under the Purchase Agreement by serving upon
the Escrow Agent and Sellers a written notice demanding payment of an
indemnification claim arising under Article 10 of the Purchase Agreement
(including, without limitation, claims for indemnification against third
party claims asserted against Buyer) (a "Buyer Claim"). The Escrow Agent
shall, upon receipt of such notice, send a copy of such notice to Sellers.
Such notice shall not be deemed given hereunder unless such notice shall set
forth the nature of the claim, the estimated amount of the claim, and a
reasonably detailed statement of the facts underlying the claim then known to
Buyer.

(b) Sellers may reply to such demand made under Section 2.1(a)
hereof by written notice given to Buyer with a copy to the Escrow Agent,
which notice shall state whether Sellers agree or disagree that the claim
asserted by Buyer is a valid claim under the Purchase Agreement and agrees or
disagrees with respect to the amount of the claim. The Escrow Agent shall
upon receipt of such notice, send a copy of such notice to Buyer. If, within
thirty (30) days after the later of the receipt by the Sellers or Escrow
Agent of the demand, the Sellers do not give to the Escrow Agent and Buyer a
notice which asserts that a dispute exists with respect to such claim, then
the Escrow Agent shall pay to Buyer the amount of the claim and the Escrow
Amount shall be reduced to the extent thereof. Unless otherwise notified by
the Sellers in writing, Escrow Agent shall assume that the demand was
received by the Sellers on the same day as received by Escrow Agent. If such
notice admits that a portion of the claim is a valid claim under Article 10
of the Purchase Agreement, the Escrow Agent shall disburse to Buyer the
amount so admitted ("Disbursed Claim").

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<PAGE>

the amount thereof, then the amount of the demand less any amount admitted or
not disputed by Sellers as due Buyer by its notice under Section 2.1(b) and
disbursed to Buyer, shall be treated as a disputed claim ("Disputed Claim")
and the amount of such claim shall be held by the Escrow Agent as an
undivided portion of the Escrow Account until the earlier to occur of (i) its
receipt of a joint direction executed by the Sellers and Buyer with respect
to such amount, or (ii) the receipt of a final judgment, order or decree of
the court or other judicial body that decided the underlying claim with
respect to such amount.

(d) Any amount disbursed to Buyer(s) hereunder shall be by wire
transfer to an account designated by Buyer(s) in writing.

Section 2.2 Draw-Down By Sellers.

(a) On the 366th day following the Closing Date, or, if such date
is not a business day in New York, New York, the following business day, the
Escrow Agent shall promptly pay to Sellers the Escrow Amount less all Buyer
Claims and Disputed Claims by wire transfer to an account designated in
writing by the Sellers.

(b) Upon resolution of all Buyer Claims and Disputed Claims as
provided in Section 2.1(c) herein, this Escrow Agreement shall terminate.

ARTICLE III

MISCELLANEOUS

Section 3.1 Compensation and Reimbursement of Escrow Agent.

(a) The Buyer on the one hand and Sellers on the other hand shall
pay the Escrow Agent compensation and fees for its services as set forth in
Schedule 1 attached hereto, which amounts shall be paid fifty percent (50%)
by Buyer and fifty percent (50%) by Sellers.

(b) The Buyer on the one hand and Sellers on the other hand shall
each reimburse the Escrow Agent upon request for 50% of all expenses,
disbursements, and advances incurred or made by the Escrow Agent in
implementing any of the provisions of this Escrow Agreement, including
compensation

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<PAGE>

and the expenses and disbursements of its counsel, except any such expense,
disbursement, or advance as may arise from its fraud, gross negligence,
willful misconduct or bad faith.

(c) The Buyer on the one hand and Sellers on the other hand shall
each be liable for 50% of all payments due to the Escrow Agent under any
provision of this Article III.

Section 3.2 Statement of Disbursements. As promptly as
practicable following the disbursement of any funds of the Escrow Account
pursuant to any provision of Article II, the Escrow Agent shall send a
written statement to Buyer and Sellers stating the amount of the disbursement.

Section 3.3 Responsibilities of the Escrow Agent.

(a) The Escrow Agent shall exercise the same degree of care toward
the Escrow Account as it exercises toward its own similar property and shall
not be held to any higher standard of care under this Escrow Agreement.

(b) The Escrow Agent shall be obligated to perform only such
duties as are expressly set forth in this Escrow Agreement. No implied
covenants or obligations shall be inferred from this Escrow Agreement against
the Escrow Agent, nor shall the Escrow Agent be bound by the provisions of
any agreement concerning the Buyer or Seller beyond the specific terms hereof.

(c) The Escrow Agent shall not be liable hereunder except for its
own fraud, gross negligence, willful misconduct or bad faith and Buyer and
Sellers agree to indemnify the Escrow Agent for and hold it harmless as to
any loss, liability, or expense, including attorney fees, incurred without
fraud, gross negligence, willful misconduct or bad faith on the part of the
Escrow Agent and arising out of or in connection with the Escrow Agent's
duties under this Escrow Agreement. Each of Buyer, on the one hand, and
Sellers, on the other hand, shall be responsible for one half (1/2) of such
indemnification responsibilities. Specifically and without limiting the
foregoing, the Escrow Agent shall in no event have any liability in
connection with its investment, reinvestment or liquidation, in good faith
and in accordance with the terms hereof, of any property held in the Escrow
Account, including without limitation any liability for any delay not
resulting from fraud, gross negligence, willful misconduct or bad faith in
such investment, reinvestment or

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<PAGE>

liquidation, or for any loss of income incident to any such delay.

(d) The Escrow Agent shall be entitled to rely upon any order,
judgment, certification, instruction, notice, opinion or other writing
delivered to it in compliance with the provisions of this Escrow Agreement
without being required to determine the authenticity or the correctness or
any fact stated therein or the propriety or validity of service thereof. The
Escrow Agent may act in reliance upon any instrument comporting with the
provisions of this Escrow Agreement or signature believed by it to be genuine
and may assume that any person purporting to give notice or receipt or advice
or make any statement or execute any document in connection with the
provisions hereof has been duly authorized to do so. At any time the Escrow
Agent may request in writing an instruction in writing from the Buyer and
Sellers, and may at its own option include in such request the course of
action it proposes to take and the date on which it proposes to act,
regarding any matter arising in connection with its duties and obligations
hereunder. The Escrow Agent shall not be liable for acting without the
consent of Buyer and Sellers in accordance with such a proposal on or after
the date specified therein, provided that the specified date shall be at
least ten business days after Buyer and Sellers receive the Escrow Agent's
request for instructions and its proposed course of action, and provided
further that, prior to so acting, the Escrow Agent has not received the
written instructions requested.

(e) The Escrow Agent may act pursuant to the advice of counsel
chosen by it with respect to any matter relating to this Escrow Agreement and
shall not be liable for any action taken or omitted in accordance with such
advice.

(f) The Escrow Agent makes no representation as to the validity,
value, genuineness or collectibility of any security or other document or
instrument held by or delivered to it.

(g) The Escrow Agent shall not be called upon to advise any party
as to selling or retaining, or taking or refraining from taking any action
with respect to, any securities or other property deposited or acquired by it
hereunder.

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<PAGE>

(h) In the event of any ambiguity in the provisions of this Escrow
Agreement or any dispute between or conflicting claims by or among the
undersigned and/or any other person or entity with respect to any funds or
property deposited hereunder, the Escrow Agent shall be entitled, at is sole
option, to refuse to comply with any and all claims, demands or instructions
with respect to such property or funds so long as such dispute or conflict
shall continue, and the Escrow Agent shall not be or become liable in any way
to the undersigned for its failure or refusal to comply with such conflicting
claims, demands or instructions. The Escrow Agent shall be entitled to
refuse to act until, at its sole option, either such conflicting or adverse
claims or demands shall have been finally determined by binding arbitration
or a court of competent jurisdiction or settled by agreement between the
conflicting parties as evidenced in a writing, satisfactory to the Escrow
Agent or the Escrow Agent shall have received security or an indemnity
satisfactory to the Escrow Agent sufficient to save the Escrow Agent harmless
from and against any and all loss, liability or expense which the Escrow
Agent may incur by reason of its acting. The Escrow Agent may in addition
elect in its sole option to commence an interpleader action or seek other
judicial relief or orders as the Escrow Agent may deem necessary.

(i) No provision of this Escrow Agreement shall require the Escrow
Agent to expend or risk its own funds or otherwise incur any financial
liability in the performance of any of its duties hereunder.

(j) The provisions of Sections 3.1 and 3.3 shall survive
termination of this Escrow Agreement and/or the resignation of removal of the
Escrow Agent.

Section 3.4 Notices. All notices, claims, requests, responses,
objections and other communications given or made pursuant to this Escrow
Agreement shall be in writing and dispatched by the same means to all of the
parties on the same day and shall be deemed to have been duly given (a) if
delivered personally, (b) by mail, via certified or registered mail, return
receipt requested, (c) by facsimile or (d) by a nationally recognized courier
service, to the parties at the following address (or at such other address
for a party as shall be specified by like notice):

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<PAGE>

If to Sellers:

With a copy to:

Sullivan & Cromwell
125 Broad Street
New York, New York 10004
Telephone: (212) 558-4000
Telecopy: (212) 558-3588
Attention: John P. Mead, Esq.

If to Buyer:

[Buyer(s)]
90 Crystal Run Road, Suite 406-A
Middletown, New York 10940
Telephone: (914) 695-2600
Telecopy: (914) 695-2699
Attention: Rocco B. Commisso
Manager

With a copy to:

Cooperman Levitt Winikoff Lester & Newman, P.C.
800 Third Avenue
New York, New York 10022
Telephone: (212) 688-7000
Telecopy: (212) 755-2839
Attention: Robert Winikoff, Esq.

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<PAGE>

If to the Escrow Agent:

[ ]
[ ]
[ ]
Telephone: (212) [ ]
Telecopy: (212) [ ]
Attention: [ ]

Any such notice shall be effective when delivered in person, by
courier service or by facsimile, or date receipt acknowledged, if by
certified mail, return receipt requested. Each of ECC and Missouri agree
that (i) any notice required or permitted to be given by Sellers hereunder
may be given by U.S. Cable and (ii) any notice delivered to U.S. Cable
pursuant to the terms hereof shall be deemed delivered to it ECC and
Missouri, respectively.

Section 3.5 Assignment. This Escrow Agreement shall be binding
upon and inure to the benefit of the parties hereto and their respective
successors and permitted assigns, but neither this Escrow Agreement, nor any
of the rights, interests or obligations hereunder shall be assigned by any
party hereto; provided, however, that after the Closing Sellers may assign
their rights to receive any amounts from the Escrow Account to any of their
affiliates subject to the following conditions: (i) Sellers must give
Buyer(s) and the Escrow Agent at least 30 days' advance written notice of any
such proposed assignment; (ii) any such assignee must take the assignment
subject to the rights of Buyer (including Buyer's set-off rights against
Sellers under the Purchase Agreement or this Escrow Agreement or otherwise in
connection with the transactions contemplated hereby; (iii) any such assignee
must consent to personal jurisdiction in the State of New York; and (iv) any
such assignee must deliver a written assignment and assumption in form and
substance reasonably satisfactory to Buyer. This Escrow Agreement is not
intended, nor shall it be construed, to confer upon any person except the
parties hereto and their successors and permitted assigns any rights or
remedies under or by reason of this Escrow Agreement, except as contemplated
herein and in the Purchase Agreement.

Section 3.6 Governing Law. This Escrow Agreement shall be
governed by and construed and enforced in accordance with the internal laws,
and not the law of conflicts, of the State of New York. The parties to this
Escrow Agreement

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<PAGE>

hereby agree that jurisdiction over such parties and over the subject matter
of any action or proceeding arising under this Escrow Agreement may be
exercised by a competent Court of the State of New York or by a United States
Court sitting in New York City. With respect solely to any action involving
the Escrow Agent in connection with this Escrow Agreement, each of Buyer and
Sellers hereby submits to the personal jurisdiction of such courts, hereby
waives personal service of process upon it and consents that any such service
of process may be made by certified or registered mail, return-receipt
requested, directed to Buyer and Sellers at their addresses last specified
for notices hereunder, and service so made shall be deemed completed the date
receipt is acknowledged, and hereby waives the right to a trial by jury in
any action or proceeding with Escrow Agent.

Section 3.7 Counterparts. This Escrow Agreement may be executed
in one or more counterparts, each of which shall be deemed an original, and
all of which shall constitute one and the same agreement. In proving this
Escrow Agreement, it shall not be necessary to produce or account for more
than one such counterpart.

Section 3.8 Headings. The heading references herein are for
convenience purposes only, do not constitute a part of this Escrow Agreement
and shall not be deemed to limit or affect any of the provisions hereof.

Section 3.9 Severability. The invalidity, illegality or
unenforceability of any provision of this Escrow Agreement shall in no way
affect the validity, legality or enforceability of any other provision; and
if any provision is held to be unenforceable as a matter of law, the other
provisions shall not be affected thereby and shall remain in full force and
effect.

Section 3.10 Amendment. This Escrow Agreement shall not be
amended except in writing signed by the parties; provided that each of ECC
and Missouri hereby authorize U.S. Cable to execute on their behalf any
amendments to this Escrow Agreement. Should Buyer or Sellers attempt to
change this Agreement in a manner which the Escrow Agent in its sole
discretion deems undesirable, the Escrow Agent may resign as Escrow Agent by
notifying the other parties hereto in writing. The Escrow Agent may
otherwise resign at any time upon thirty (30) days' prior written notice to
Buyer and Sellers; in such event, the successor Escrow Agent shall be such
person, firm

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<PAGE>

or corporation as shall be mutually selected by Buyer and Sellers. It is
understood and agreed that no resignation shall be effective until a
successor agrees to act hereunder. Buyer and Sellers, acting jointly, may
remove the Escrow Agent at any time upon thirty (30) days' prior written
notice, signed by both Buyer and Sellers, to the Escrow Agent. In the event
that the Escrow Agent submits a notice of resignation, its only duty, until a
successor Escrow Agent shall have been appointed and shall have accepted such
appointment, shall be to hold, invest and dispose of the Escrow Account in
accordance with this Escrow Agreement, but without regard to any notices,
requests, instructions, demands or the like received by it from the other
parties hereto after such notice of resignation shall have been given, unless
the same is a direction that the Escrow Account be paid or delivered in its
entirety to one of the other parties hereto.

(SIGNATURE PAGE FOLLOWS)

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<PAGE>

IN WITNESS WHEREOF, the parties have executed or caused this Escrow
Agreement to be executed as of the date first written above.

U.S. CABLE TELEVISION GROUP

By: V Cable G.P., Inc., a general
partner

By:__________________________________
Name:
Title:

ECC HOLDING CORPORATION

By: _________________________________
Name:
Title:

MISSOURI CABLE PARTNERS, L.P.

By: V-C Mo. G.P., Inc., general partner

By:__________________________________
Name:
Title:

[MEDIACOM SUBSIDIARY]

By:__________________________________
Rocco B. Commisso
Manager

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<PAGE>

Accepted as of the date hereof:

_______________________________
[ ], as Escrow Agent
[ ]
[ ]

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<PAGE>

EXHIBIT I

______________, 1997

_______________________
_______________________
_______________________
Attention: ____________

Re: Asset Purchase Agreement dated as of August 29, 1997 (the
"Agreement"), between U.S. Cable Television Group, L.P., ECC
Holding Corporation and Missouri Cable Partners, L.P.
(collectively, the "Sellers"), Mediacom LLC (the "Buyer")
and Cablevision Systems Corporation

Ladies and Gentlemen:

This letter is rendered to you pursuant to Section 6.01(e) of the
Agreement. Capitalized terms used herein without definition shall have the
meanings ascribed to them in the Agreement.

We have acted as special Federal Communications Commission ("FCC")
counsel to Sellers. This opinion is limited to certain matters, as expressly
set forth in the numbered paragraphs below, arising under the Communications
Act of 1934, as amended by the Cable Communications Policy Act of 1984, the
Cable Consumer Protection and Competition Act of 1992 ("1992 Cable Act") and
the Telecommunications Act of 1996 (hereinafter collectively referred to as
the "Act"); the rules and regulations of the FCC promulgated pursuant
thereto; Section 111 of the Copyright Act of 1976 (the "Copyright Act"); and
the rules and regulations of the U.S. Copyright Office promulgated pursuant
thereto, all as applicable to the cable television operations conducted by
the Sellers in the communities listed on Attachment 1 hereto (the "Cable
Systems"). We have not reviewed, and are not rendering an opinion with
respect to, matters of compliance with the requirements of local franchises
and regulations or ordinances applicable to Cable Systems.

For purposes of this opinion, we have examined originals or copies of
such documents, certificates, and public records as we have deemed necessary
or appropriate.

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<PAGE>

We have also examined the Agreement. We have assumed the genuineness of all
signatures, the conformity to original documents of all documents submitted
to us as certified or photocopies and the authenticity of the originals of
such latter documents. As to various questions of fact in connection with
this opinion, we have relied upon actual examination of the publicly
available files of the FCC, our own files, and pertinent statements and
representations of representatives of the Sellers. It is possible that there
may be matters pending before the FCC relating to Sellers of which we do not
have knowledge because such matters have not yet been identified in the
appropriate files of the FCC.

Based upon, subject to and limited by the foregoing, we are of the
opinion that:

1. The Sellers hold all licenses, permits and authorizations from the
FCC required for the operation of the Cable Systems as we have been informed
they are currently being operated. Attachment 1 hereto lists all such FCC
licenses, permits and authorizations held by the Sellers ("FCC Licenses").
All such FCC Licenses remain in full force and effect. The FCC has
authorized the assignment of the FCC Licenses to the Buyer.

2. No other FCC authorizations, consents or approvals are required by
the Sellers in order to permit consummation of the transactions contemplated
by the Agreement.

3. All communities served by the Cable Systems have been registered
with the FCC. These communities and their FCC community unit identifiers are
listed on Attachment 1.

4. All required notifications have been filed with, and all necessary
authorizations have been received from, the FCC with respect to the
utilization of any frequencies in the 108-137 MHZ and 225-400 MHZ bands which
have been advised are currently being utilized on the Cable Systems. The
geographic and technical parameters with respect to the authorized use of
these frequencies are listed in Attachment 1 hereto. FCC Forms 320
containing a passing Cumulative Signal Leakage Index as defined by the FCC,
have been filed annually for each community served by the Cable Systems since
1992.

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<PAGE>

5. All required Cable Television Annual Employment Reports (FCC Form
395 A) have been filed for the Sellers and the Cable Systems for the calendar
year 1992 through 1996. The Sellers employment units have been certified by
the FCC for EEO compliance in each year from 1992 through 1996.

6. Annual Reports of Cable Television Systems (FCC Forms 325, Schedule
A) have been filed for each of the Cable Systems in 1994 (covering the
reporting year 1993), in 1995 (covering the reporting year 1994) and in 1996
(covering the reporting year 1995.)

7. All necessary FAA approvals have been obtained with respect to the
height and location of towers that we have been informed are being used in
connection with the CATV Business, and all required antenna structure
registrations have been filed with the FCC. The coordinates, location,
height, FAA aeronautical study number and FCC tower number (if available) of
all antenna structures requiring FAA notification are listed in Attachment 1
hereto.

8. To the best of our knowledge, after due inquiry, there are no
outstanding judgments, decrees or orders (including but not limited to
"must-carry" complaints) which have been issued by the FCC against the
Sellers or the Cable Systems. Other than proceedings affecting the cable
television industry generally, there are no actions or proceedings (including
but not limited to "must-carry" complaints) pending before or, to the best of
our knowledge, threatened by the FCC regarding the Seller or the Cable
Systems.

9. All Statements of Account required pursuant to section 111 of the
Copyright Act for the accounting periods beginning with the January 1 - June
30, 1993 accounting period and ending with the January 1 - June 30, 1997
accounting period, and accompanying royalty payments, have been filed with
the U.S. Copyright Office in connection with the operation of the Cable
Systems. To the best of our knowledge, there is no actual or threatened
litigation by the U.S. Copyright Office or any other person with respect to
any copyright filings or royalty fee payments made for the Cable Systems.
All correspondence received by the Sellers or the Cable Systems which
questions any of the Statements of Accounts filed for the Cable Systems or
the royalty payments submitted therewith has been fully

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responded to, and all issues raised therein have been resolved.

This opinion is rendered only to you and is solely for your benefit and
the benefit of your lenders in connection with the Agreement and the
transactions contemplated thereby. This opinion may not be relied upon by
any other person for any purpose without our prior written consent.

Sincerely,

__________________

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Exhibit 10.66

FIRST AMENDMENT

FIRST AMENDMENT, dated as of November 5, 1997 (this "First
Amendment"), to the Credit Agreement, dated as of June 6, 1997 (the "Credit
Agreement"), among MADISON SQUARE GARDEN, L.P., a Delaware limited
partnership (the "Borrower"), the several lenders from time to time parties
thereto (the "Lenders"), THE CHASE MANHATTAN BANK, a New York banking
corporation, as administrative agent for the Lenders thereunder (in such
capacity, the "Administrative Agent"), TORONTO DOMINION (NEW YORK), INC., as
documentation agent for the Lenders thereunder and THE BANK OF NOVA SCOTIA,
as syndication agent for the Lenders thereunder.

W I T N E S S E T H :

WHEREAS, pursuant to the Credit Agreement, the Lenders have agreed
to make, and have made, certain Loans to the Borrower; and

WHEREAS, the Borrower has requested that the Lenders amend, and the
Lenders have agreed to amend, certain of the provisions of the Credit
Agreement, upon the terms and subject to the conditions set forth below;

NOW, THEREFORE, the parties hereto hereby agree as follows:

1. Defined Terms. As used herein, terms defined in this First
Amendment or in the Credit Agreement are used herein as so defined.

2. Amendment to Subsection 7.2. Subsection 7.2 of the Credit
Agreement is hereby amended by (a) deleting the word "and" at the end of
paragraph (i) thereof, (b) deleting the period at the end of paragraph (j)
thereof and substituting the text "; and" and (c) adding thereto the
following new paragraph (k):

"(k) other Indebtedness and guarantees in an aggregate amount not
to exceed $39,000,000."

3. Amendment to Subsection 7.9. Subsection 7.9 of the Credit
Agreement is hereby amended by deleting the amount "$10,000,000" in paragraph
(j) thereof and substituting the amount "$32,500,000".

4. Effectiveness. The amendments provided for herein shall become
effective on the date (the "Effective Date") of satisfaction of the following
condition precedent:

<PAGE>
2

(a) The Administrative Agent shall have received counterparts of this
First Amendment, duly executed and delivered by the Borrower and each of
the other parties hereto.

(b) The Administrative Agent shall have received a certificate from an
officer of the General Partner stating that no governmental or third party
approvals (including from the NBA or NHL) are required to be obtained in
connection with this First Amendment.

(c) All limited partnership and other proceedings, and all documents,
instruments and other legal matters in connection with the transactions
contemplated by this First Amendment shall be satisfactory in form and
substance to the Administrative Agent.

5. Representations and Warranties. After giving effect to the
amendments contained herein, on the Effective Date, the Borrower hereby
confirms, reaffirms and restates the representations and warranties set forth
in Section 4 of the Credit Agreement; provided that each reference in such
Section 4 to "this Agreement" shall be deemed to be a reference both to this
First Amendment and to the Credit Agreement as amended by this First
Amendment.

6. Continuing Effect; No Other Amendments. All of the terms and
provisions of the Credit Agreement and the other Credit Documents are and
shall remain in full force and effect. The amendments contained herein shall
not constitute an amendment or waiver of any other provision of the Credit
Agreement or the other Credit Documents or for any purpose except as
expressly set forth herein.

7. No Default. No Default or Event of Default shall have occurred
and be continuing as of the Effective Date after giving effect to this First
Amendment.

8. Counterparts. This First Amendment may be executed in any
number of counterparts by the parties hereto, each of which counterparts when
so executed shall be an original, but all the counterparts shall together
constitute one and the same instrument.

9. GOVERNING LAW. THIS FIRST AMENDMENT SHALL BE GOVERNED BY, AND
CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW
YORK.

<PAGE>
3

IN WITNESS WHEREOF, the parties have caused this First Amendment to
be duly executed and delivered by their respective proper and duly authorized
officers as of the day and year first above written.

MADISON SQUARE GARDEN, L.P.

By: MSG EDEN CORPORATION,
its General Partner

By:_________________________
Title:

THE CHASE MANHATTAN BANK,
as Administrative Agent and as a Lender

By:__________________________
Title:

LTCB TRUST COMPANY

By:_________________________
Title:

GENERAL ELECTRIC CAPITAL SERVICES

By:___________________________
Title:

THE INDUSTRIAL BANK OF JAPAN, LIMITED,
NEW YORK BRANCH

By:___________________________________
Title:

ROYAL BANK OF CANADA

By:_______________________________
Title:

CORESTATES BANK, N.A.

By:___________________________
Title:

THE SAKURA BANK, LIMITED

By:___________________________
Title

BANKERS TRUST COMPANY

By:__________________________
Title:

<PAGE>
4

BANK OF MONTREAL, CHICAGO BRANCH

By:____________________________
Title:

BANKBOSTON, N.A.

By:____________________________
Title:

THE FUJI BANK, LIMITED, NEW YORK
BRANCH

By:_________________________
Title:

THE BANK OF NOVA SCOTIA

By:__________________________
Title:

THE MITSUBISHI TRUST AND BANKING
CORPORATION

By:_____________________________
Title:

SOCIETE GENERALE, NEW YORK BRANCH

By:_____________________________
Title:

PNC BANK, NATIONAL ASSOCIATION

By:____________________________
Title:

NATIONSBANK OF TEXAS, N.A.

By:___________________________
Title:

BARCLAYS BANK PLC

By:___________________________
Title:

THE SUMITOMO BANK, LIMITED, NEW
YORK BRANCH

By:_____________________________
Title:

FLEET BANK, N.A.

By:____________________________
Title:

<PAGE>
5

CREDIT LYONNAIS NEW YORK BRANCH

By:______________________________
Title:

THE BANK OF NEW YORK

By:____________________________
Title:

BANQUE PARIBAS

By:__________________________
Title:

BANQUE FRANCAISE DU COMMERCE
EXTERIEUR

By:___________________________
Title:

TORONTO DOMINION (NEW YORK), INC.

By:____________________________
Title:

UNION BANK OF CALIFORNIA, N.A.

By:___________________________
Title:

<PAGE>

Exhibit 10.67

SECOND AMENDMENT

SECOND AMENDMENT, dated as of December 10, 1997 (this "Second
Amendment"), to the Credit Agreement, dated as of June 6, 1997 (as amended by
the First Amendment, dated as of November 5, 1997 and as modified by the Waiver,
dated as of December 4, 1997, and as may be further amended, supplemented or
otherwise modified from time to time, the "Credit Agreement"), among MADISON
SQUARE GARDEN, L.P., a Delaware limited partnership (the "Borrower"), the
several lenders from time to time parties thereto (the "Lenders"), THE CHASE
MANHATTAN BANK, a New York banking corporation, as administrative agent for the
Lenders thereunder (in such capacity, the "Administrative Agent"), TORONTO
DOMINION (NEW YORK), INC., as documentation agent for the Lenders thereunder and
THE BANK OF NOVA SCOTIA, as syndication agent for the Lenders thereunder.

W I T N E S S E T H :

WHEREAS, pursuant to the Credit Agreement, the Lenders have agreed to
make, and have made, certain Loans to the Borrower; and

WHEREAS, the Borrower has requested that the Lenders amend, and the
Lenders have agreed to amend, certain of the provisions of the Credit Agreement,
upon the terms and subject to the conditions set forth below;

NOW, THEREFORE, the parties hereto hereby agree as follows:

1. Defined Terms. (a) General. As used herein, terms defined in
this Second Amendment or in the Credit Agreement are used herein as so defined.

(b) Amendments to Definitions. (i) The definition of the term
"Revolving Credit Commitment" in subsection 1.1 of the Credit Agreement is
hereby amended by deleting the last sentence thereof in the sixth and seventh
lines and substituting in lieu thereof the sentence "The aggregate amount of the
Revolving Commitment on the Second Amendment Effective Date shall be
$500,000,000."

(ii) The definition of the term "Change of Control" in subsection
1.1 of the Credit Agreement is hereby amended by (i) inserting after the text
"equity voting rights" in the second line the following text:

"(it being understood that (x) with respect to any intermediary
partnership or limited liability company, the Person holding an
interest in such intermediary shall be deemed to own a percentage
of such intermediary's equity voting rights equal to the
percentage of the aggregate interests of all managing general
partners (or, if there be no managing general partner, of

<PAGE>

all general partners) or managing members (or, if there be no managing
member, of all members), as the case may be, in such intermediary
which is owned by such Person, and (y) if Rainbow or any intermediary
Person owns more than 50% of the equity voting interests in, or
otherwise controls, any intermediary, for purposes of this clause (a)
Rainbow or such intermediary Person shall be deemed to own all equity
voting interests owned by such intermediary)";

and (ii) deleting the number "60%" in the second line and substituting in lieu
thereof the number "50.1%".

(iii) The definition of the term "Consolidated Indebtedness" is
subsection 1.1 of the Credit Agreement is hereby amended by inserting after the
text "broadcast personalities" in the eighth line the text "or in respect of
other broadcast rights agreements."

(iv) The definition of the term "Consolidated EBIT" in subsection
1.1 of the Credit Agreement is hereby amended by deleting the text commencing
immediately after the word "Transaction" in the fifth line until (but excluding)
the period at the end thereof.

(c) Replacement of Definitions. The definitions of the following
terms in subsection 1.1 of the Credit Agreement shall be deleted in their
respective entireties and replaced with the following respective definitions:

"'Applicable Margin' shall, at any time, be determined
pursuant to the Pricing Grid."

"'Asset Sale' shall mean the sale, transfer or other
disposition by the Borrower or any Subsidiary to any Person other than
the Borrower or any Subsidiary of any asset of the Borrower or such
Subsidiary including any Signage Sale and the sales or dispositions
contemplated by subsections 7.5(l) and 7.5(s) but excluding sales,
transfers or other dispositions of obsolete or excess equipment."

"'Cash Proceeds' shall mean, with respect to any Asset Sale,
the aggregate cash payments (including any cash received by way of
deferred payment pursuant to a note receivable issued in connection
with such Asset Sale, other than the portion of such deferred payment
constituting interest, but only as and when so received) received by
the Borrower and/or any Subsidiary from such Asset Sale."

"'Consolidated Interest Expense' shall mean, for any period,
total interest expense (including that attributable to Capital Leases
in accordance with GAAP) of the Borrower and its Subsidiaries
determined on a consolidated basis with respect to all outstanding
Indebtedness of the Borrower and its Subsidiaries,

<PAGE>

including all commissions, discounts and other fees and charges owed
with respect to letters of credit and bankers' acceptance financing
but excluding, however, (i) any amortization of deferred financing
costs or costs in respect of interest rate swaps and (ii) interest
expense attributable to any of the items (i) through (iii) in the
proviso to the definition of "Consolidated Indebtedness", all as
determined in accordance with GAAP; provided, however, that if in any
period 'Consolidated Interest Expense' would otherwise include any
interest expense on the portion of the Term Loans prepaid on the
Second Amendment Effective Date other than with the proceeds of
borrowings hereunder, such interest expense shall be excluded from
"Consolidated Interest Expense"."

"'Excess Cash Flow' shall mean for any fiscal quarter of the
Borrower, the excess, if any, of (a) Consolidated EBITDA for such
fiscal quarter over (b)(i) Consolidated Fixed Charges (computed, for
purposes of this definition, for such fiscal quarter), (ii) plus or
minus (without duplication) the cash portion of any extraordinary
gains or losses incurred during such fiscal quarter without
duplication of mandatory prepayments resulting from any transaction
giving rise thereto."

"'L/C Commitment' shall mean the obligation to issue Letters
of Credit hereunder in an aggregate amount not to exceed
$100,000,000."

"'Limited Partners' shall mean, collectively, ITT MSG and
GHC (or, upon any amendment of the Limited Partnership Agreement, ITT
MSG and Regional MSG), as limited partners of the Borrower."

"'MSG Mortgage' shall mean the mortgages originally
delivered pursuant to subsection 5.1(h)(iv), as such mortgages may be
partially released in accordance with the Second Amendment, and shall
include any replacements or substitutes for such mortgages."

"'Net Cash Proceeds' shall mean, with respect to any Asset
Sale, the Cash Proceeds resulting therefrom net of expenses of the
sale (including the payment of principal, premium and interest of
Indebtedness secured by the assets the subject of the Asset Sale and
required to be, and which is, repaid under the terms thereof as a
result of such Asset Sale), and incremental taxes paid or payable as a
result thereof."

(d) Deletion of Definitions. The definitions of the following terms
in subsection 1.1 of the Credit Agreement shall be deleted in their entirety:
"Excess Cash Flow Application Date", "Fixed Charge Coverage Ratio", "Incur",
"Interest Rate Protection Agreement" and "Recovery Event".

<PAGE>

(e) Addition of Definitions. The definitions of the following terms
shall be added to subsection 1.1 of the Credit Agreement, in correct
alphabetical order.

"'Available Reinvested Asset Sale Amounts' shall mean the
Net Cash Proceeds from Asset Sales involving sports franchises or
entertainment operations which are received by the Borrower or any of
its Subsidiaries in connection therewith.

"'Second Amendment' shall mean the Second Amendment, dated
as of December 10, 1997, among the parties to this Agreement, as
amended, modified or supplemented from time to time."

"'Second Amendment Effective Date' shall mean the date of
effectiveness of the Second Amendment."

"'Material Sale' shall mean any sale or disposition of all
or a material portion of the business or assets constituting the New
York Knickerbockers Basketball Club, the New York Rangers Hockey Club,
the MSG Network or the building constituting Madison Square Garden
(including, without limitation the Theater at Madison Square Garden),
or any successor to any of the foregoing."

"'Regional MSG' mean Regional MSG Holdings, L.L.C., a
Delaware limited liability company."

"'Reinvestment Termination Date' shall mean, with respect to
any Available Reinvested Asset Sale Amounts, the date occurring
eighteen months after the event which resulted in the receipt of such
Available Reinvested Asset Sale Amounts."

2. Replacement of Schedule 1.1. Schedule 1.1 to the Credit
Agreement is hereby amended by deleting such schedule in its entirety and
substituting in lieu thereof the new Schedule 1.1 attached hereto.

3. Replacement of Annex A. Annex A to the Credit Agreement is
hereby amended by deleting such annex in its entirety and substituting in lieu
thereof the new Annex A attached hereto.

4. Amendment to Subsection 2.6(e). Subsection 2.6(e) of the Credit
Agreement is hereby amended by deleting from such subsection the text commencing
with (and including) the words "and/or (iii)" in the seventh line until (but
excluding) the period at the end of such subsection.

<PAGE>

5. Amendment to Subsection 2.7(a). Subsection 2.7(a) of the Credit
Agreement is hereby amended by deleting the number "0.375%" in the fourth line
and substituting thereof the number "0.25%".

6. Amendment to Subsection 2.10. Subsection 2.10 of the Credit
Agreement is hereby amended by deleting such subsection in its entirety and
substituting the following: "2.10 [INTENTIONALLY LEFT BLANK]."

7. Amendment to Subsection 2.12. Subsection 2.12 of the Credit
Agreement is hereby amended by deleting the word "six" in the eighth line and
substituting the word "ten".

8. Amendment to Subsection 4.7. Subsection 4.7 of the Credit
Agreement is hereby amended by inserting immediately at the end of paragraph (a)
thereof and prior to the period the following: "(including, without limitation,
for the payment of Restricted Payments to the extent and in the amounts
permitted by the terms of this Agreement)".

9. Amendment to Subsection 4.18. Subsection 4.18 of the Credit
Agreement is hereby amended by deleting the second sentence thereof in its
entirety.

10. Amendment to Subsection 5.1(h). Clause (iv) of subsection 5.1(h)
of the Credit Agreement is hereby amended by deleting the second parenthetical
clause therein in its entirety.

11. Amendment to Subsection 6.9. Subsection 6.9 of the Credit
Agreement is hereby amended by deleting such subsection in its entirety and
substituting in lieu thereof the following: "6.9 [INTENTIONALLY LEFT BLANK]."

12. Amendment to Subsection 7.1. Subsection 7.1 of the Credit
Agreement is hereby amended by deleting such subsection in its entirety and
substituting in lieu thereof the following:

"7.1 Financial Condition Covenants.

(a) Consolidated Leverage Ratio. Permit the Consolidated
Leverage Ratio for any Test Period to exceed 4.25:1.

(b) Interest Coverage Ratio. At any time, permit the
Interest Coverage Ratio for any Test Period to be less than 2.50:1;
provided, however, that in calculating the Interest Coverage Ratio for
each of the Test Periods ending December 31, 1997, March 31, 1998,
June 30, 1998 and September 30, 1998, Consolidated Interest Expense
shall be determined by annualizing the amount of Consolidated Interest
Expense since the Second Amendment Effective Date to the end of such
Test Period."

<PAGE>

13. Amendment to Subsection 7.2. Subsection 7.2 of the Credit
Agreement is hereby amended by (a) deleting the amount "$25,000,000" in
paragraph (c) thereof and substituting the amount "$50,000,000" and (b) deleting
the amount "$39,000,000" in paragraph (k) thereof and substituting the amount
"$100,000,000".

14. Amendment to Subsection 7.5. Subsection 7.5 of the Credit
Agreement is hereby amended by (a) deleting the words "with the proceeds of a
cash contribution to the Borrower by Cablevision or Rainbow" in paragraph (c)
thereof, (b) deleting the word "and" at the end of paragraph (q) thereof,
(c) deleting the period at the end of paragraph (r) thereof and substituting the
text "; and" and (d) adding thereto the following new paragraph (s):

"(s) any Asset Sale other than a Material Sale; provided,
that (i) no Default or Event of Default shall have occurred and
be continuing prior to or as a result of such Asset Sale and (ii)
the Borrower shall be in pro forma compliance with subsection 7.1
both before and after giving effect to such Asset Sale and if
such Asset Sale is for aggregate consideration in excess of
$10,000,000, the Borrower shall prior to consummating such Asset
Sale provide evidence reasonably satisfactory to the
Administrative Agent demonstrating such pro forma compliance."

15. Amendment to Subsection 7.6. Subsection 7.6 of the Credit
Agreement is hereby amended by deleting the amount "$15,000,000" and
substituting the amount "$50,000,000".

16. Amendment to Subsection 7.7. Subsection 7.7 of the Credit
Agreement is hereby amended by (a) deleting the word "and" at the end of
paragraph (f) thereof, (b) deleting the period at the end of paragraph (g)
thereof and substituting a semi-colon and (c) adding thereto the following new
paragraphs (h) and (i):

"(h) the Borrower may from time to time make Restricted Payments
to its Partners in an amount up to the Available Restricted Payment
Amount (as defined below) at such time, provided, that no Default or
Event of Default shall have occurred and be continuing (both before
and after giving effect to any such Restricted Payment) and the
Borrower shall have delivered to the Administrative Agent an officers'
certificate to such effect together with accompanying calculations of
Excess Cash Flow for the immediately preceding fiscal quarter. For
purposes of this paragraph (h), "Available Restricted Payment Amount"
shall mean, at any time of determination during any fiscal quarter
(the "Current Quarter"), an amount equal to (A) the Excess Cash Flow
(whether positive or negative) for the period of four consecutive
fiscal quarters ending on the last day of the fiscal quarter
immediately preceding the Current Quarter, as adjusted, in the case of
any Current Quarter ending on or prior to December 31, 1998, to give
pro forma effect to the repayment of the Term Loans made on the Second
Amendment Effective Date, and as adjusted to include in the Available
Restricted

<PAGE>

Payment Amount the amount of the "upfront" fees (it being understood
that this shall not include any commitment or "ticking" fees) paid to
the Lenders in connection with their original commitments under the
Credit Agreement, plus (B) the aggregate amount of any payments,
investments or contributions already made during the Current Quarter
to or in the Borrower by any Partner which is not required to be
repaid by any Credit Party and which is not in consideration for the
provision of goods or services by any Credit Party and, minus (C) the
aggregate amount of Restricted Payments made in the Current Quarter
and in the three fiscal quarters immediately preceding the Current
Quarter; provided, that to the extent that Restricted Payments made by
the Borrower during the Current Quarter pursuant to this paragraph (h)
are less than the amount permitted to be made for such Current Quarter
(taking into account any increase in the amount permitted during such
Current Quarter as a result of this proviso) the amount of such
difference may be carried forward to the immediately succeeding
Current Quarter and utilized to make Restricted Payments in excess of
the amount otherwise permitted for such immediately succeeding Current
Quarter pursuant to this clause (h); and

(i) in addition to the foregoing exceptions to this Section 7.7,
the Borrower may make in any fiscal quarter Restricted Payments to its
Partners so long as (i) both before and after making any such
Restricted Payment, the Consolidated Leverage Ratio shall be less than
or equal to 3.00 to 1.00, (ii) the Borrower provides a certificate to
the Administrative Agent demonstrating pro forma compliance with
subsection 7.1 both before and after making such Restricted Payment
and (iii) no Default or Event of Default shall have occurred and be
continuing (both before and after giving effect to any such Restricted
Payment) and the Borrower shall have delivered to the Administrative
Agent an officers' certificate to such effect, together with all other
financial information as the Administrative Agent may reasonably
request.".

17. Amendment to Subsection 7.8. Subsection 7.8 of the Credit
Agreement is hereby amended by deleting the table at the end of paragraph (a)
thereof and substituting the following:

Fiscal Year Ending Amount
------------------ ------

December 31, 1997 $30,000,000
December 31, 1998 40,000,000
December 31, 1999 40,000,000
December 31, 2000 30,000,000
December 31, 2001 25,000,000
and each December 31 thereafter

<PAGE>

18. Amendment to Subsection 7.9. Subsection 7.9 of the Credit
Agreement is hereby amended by (a) (i) deleting the word "and" in the fourth
line of paragraph (d) thereof and substituting a comma and (ii) inserting
immediately after the word "coaches" in the fourth line of paragraph (d) thereof
the words "and programming talent", (b) deleting the amount "$32,500,000" in
paragraph (j) thereof and substituting the amount "$50,000,000", (c) deleting
the word "and" at the end of paragraph (q) thereof, (d) deleting the period at
the end of paragraph (r) thereof and substituting the text "; and" and
(e) adding thereto the following new paragraph (s):

"(s) any other investment, capital contribution or purchase;
provided that the aggregate purchase price of all investments,
capital contributions and purchases effected under this paragraph
(s) since the Second Amendment Effective Date, after giving
effect to such investment, capital contribution or purchase, does
not exceed $25,000,000; provided, further, that the foregoing
amount shall be increased (i) to up to $50,000,000 to the extent
of any equity contributions made to the Borrower to finance any
such investment, capital contribution or purchase and (ii) by the
Available Reinvested Asset Sale Amounts which are reinvested by
the Reinvestment Termination Date to make an investment, capital
contribution or purchase (not constituting a Permitted
Acquisition) in other sports franchises or entertainment
operations, provided, that the increase described in this clause
(ii) shall not exceed $75,000,000 less any increases in the
amount of Permitted Acquisitions made hereunder pursuant to
subsection 7.15(a)(ii)."

19. Amendment to Subsection 7.10. Subsection 7.10 of the Credit
Agreement is hereby amended by deleting the word such subsection in its entirety
and submitting in lieu thereof the following: "7.10 [INTENTIONALLY LEFT
BLANK]."

20. Amendment to Subsection 7.11. Subsection 7.11 of the Credit
Agreement is hereby amended by inserting after the text "the transaction
contemplated by subsection 7.5(c)" in the seventeenth line the following:

"and other payments or contributions of capital (whether in cash or
property) to the Borrower by any Partner and any corresponding
amendment or change to or modification of Schedule II of the
Partnership Agreement".

21. Amendment to Subsection 7.15. Subsection 7.15 of the Credit
Agreement is hereby amended by deleting such subsection in its entirety and
substituting the following:

"7.15 Limitation on Lines of Business.

(a) Enter into any business, either directly or through any
Subsidiary, except for those businesses in which the Borrower and its
Subsidiaries

<PAGE>

are engaged on the date of this Agreement or which are reasonably
related thereto; provided that, so long as no Default or Event of
Default shall have occurred and be continuing, the Borrower shall be
permitted to acquire sports franchises or other entertainment
operations (each, a "Permitted Acquisition") so long as the aggregate
consideration (cash or otherwise) payable by the Borrower for all such
Permitted Acquisitions shall not exceed $150,000,000; provided,
further, that the foregoing amount shall be increased (i) to up to
$250,000,000 to the extent of any equity contributions made to the
Borrower to finance any such Permitted Acquisition and (ii) by the
Available Reinvested Asset Sale Amounts which are reinvested by the
Reinvestment Termination Date to finance any such Permitted
Acquisition, provided, that the increase described in this clause (ii)
shall not exceed $75,000,000 less any increases in the amount of
investments, capital contributions or purchases made hereunder
pursuant to subsection 7.9(s)(ii)."

(b) notwithstanding any other provision of this Agreement to
the contrary, so long as the Garden Programming Loan Agreement is in
effect and Garden Programming shall not have become party to the
Subsidiary Guaranty and the Credit Party Security Agreement, permit
Garden Programming to engage in any business, form any Subsidiaries or
enter into any agreements or transactions other than the Garden
Programming Accommodation Arrangements, the Garden Programming Loan
Agreement and the other documents executed in connection therewith and
any transactions incidental thereto."

22. Amendment to Subsection 7.16. Subsection 7.16 of the Credit
Agreement is hereby amended by inserting immediately prior to the period at the
end thereof with the following:

", provided, however, that the foregoing shall not apply to any
amendment or change to or modification of Schedule II to the
Partnership Agreement."

23. Amendment to Section 9. Section 9 of the Credit Agreement is
hereby amended by adding thereto the following new subsection 9.10:

"9.10 Authorization to Release Liens. The Administrative
Agent is hereby irrevocably authorized by each of the Lenders to, and
shall, release any Lien created or arising pursuant to any Security
Document covering any Collateral of the Borrower or any of its
Subsidiaries that is the subject of an Asset Sale or any sale of
equipment which is permitted by this Agreement or which has been
consented to in accordance with subsection 10.1."

24. Waiver. The Lenders hereby waive any Default or Event of Default
which may have occurred prior to the date hereof resulting solely from the
failure of the Borrower to purchase interest rate protection pursuant to and as
described in subsection 6.9 of the Credit Agreement (prior to giving effect to
this Second Amendment).

<PAGE>

25. Effectiveness. The amendments provided for herein shall become
effective on the date (the "Effective Date") of satisfaction of the following
condition precedent:

(a) The Administrative Agent shall have received counterparts of this
Second Amendment, duly executed and delivered by the Borrower and each of
the other parties hereto.

(b) Each Lender which so requests shall have received a new Revolving
Credit Note in exchange for its existing Revolving Credit Note, if any,
which shall be in the aggregate principal amount of such Lender's Revolving
Credit Commitment after giving effect to this Second Amendment.

(c) The Administrative Agent shall have received from the Borrower a
copy of the resolutions of the Borrower, certified by the Secretary of the
general partner of the Borrower, authorizing (i) the execution, delivery
and performance of this Second Amendment and (ii) the borrowings
contemplated hereunder, which certificate shall be in form and substance
reasonably satisfactory to the Administrative Agent and shall state that
the resolutions thereby certified have not been amended, modified, revoked
or rescinded.

(d) The Administrative Agent shall have received a certificate of the
Borrower, dated the date hereof, as to the incumbency and signature of the
partners or officers of the Borrower executing this Second Amendment
reasonably satisfactory in form and substance to the Administrative Agent.

(e) The Term Loans of all the Lenders shall have been paid in full,
together with all accrued interest, fees and other amounts thereon.

(f) The Administrative Agent shall have received a certificate from an
officer of the General Partner stating that all governmental and third
party approvals (including any required approvals from the NBA and NHL and
from broadcast regulatory authorities and in respect of broadcast rights to
sporting events) required to be obtained in connection with this Second
Amendment and the continuing operations of the Borrower and its
Subsidiaries shall have been obtained and remain in effect, and all
applicable waiting periods shall have expired without any action being
taken by any Governmental Authority which prevents, or imposes materially
adverse conditions upon, the Credit Agreement as amended by this Second
Amendment.

(g) The Administrative Agent shall have received the executed legal
opinions of (i) Sullivan & Cromwell, special counsel to the Borrower and
(ii) Kenneth Munoz, Executive Vice President, Business Affairs, and General
Counsel to the Borrower, each of which shall be in form and substance
reasonably satisfactory to the Administrative Agent.

<PAGE>

(h) All limited partnership and other proceedings, and all documents,
instruments and other legal matters in connection with the transactions
contemplated by this Second Amendment shall be satisfactory in form and
substance to the Administrative Agent.

26. Representations and Warranties. After giving effect to the
amendments contained herein, on the Effective Date, the Borrower hereby
confirms, reaffirms and restates the representations and warranties set forth in
Section 4 of the Credit Agreement; provided that each reference in such Section
4 to "this Agreement" shall be deemed to be a reference both to this Second
Amendment and to the Credit Agreement as amended by this Second Amendment.

27. Continuing Effect; No Other Amendments. Except as expressly
amended or waived hereby, all of the terms and provisions of the Credit
Agreement and the other Credit Documents are and shall remain in full force and
effect. The amendments contained herein shall not constitute an amendment or
waiver of any other provision of the Credit Agreement or the other Credit
Documents or for any purpose except as expressly set forth herein.

28. No Default. No Default or Event of Default shall have occurred
and be continuing as of the Effective Date after giving effect to this Second
Amendment.

29. Releases. On the Effective Date, if so requested by the Borrower,
(i) each Lender to which the Borrower has delivered a Term Note shall release
and return the same to the Borrower (or provide an appropriate indemnity), and
(ii) the Administrative Agent shall release and deliver to the Borrower one or
more mortgages included in the MSG Mortgage in the aggregate principal amount of
$350,000,000.

30. Counterparts. This Second Amendment may be executed in any number
of counterparts by the parties hereto, each of which counterparts when so
executed shall be an original, but all the counterparts shall together
constitute one and the same instrument.

31. GOVERNING LAW. THIS SECOND AMENDMENT SHALL BE GOVERNED BY, AND
CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

<PAGE>

IN WITNESS WHEREOF, the parties have caused this Second Amendment to
be duly executed and delivered by their respective proper and duly authorized
officers as of the day and year first above written.

MADISON SQUARE GARDEN, L.P.

By: MSG EDEN CORPORATION,
its General Partner

By:___________________________________
Title:

THE CHASE MANHATTAN BANK,
as Administrative Agent and as a Lender

By:___________________________________
Title:

LTCB TRUST COMPANY

By:___________________________________
Title:

GENERAL ELECTRIC CAPITAL SERVICES

By:___________________________________
Title:

THE INDUSTRIAL BANK OF JAPAN, LIMITED,
NEW YORK BRANCH

By:___________________________________
Title:

ROYAL BANK OF CANADA

By:___________________________________
Title:

CORESTATES BANK, N.A.

By:___________________________________
Title:

THE SAKURA BANK, LIMITED

By:___________________________________
Title:

<PAGE>

BANKERS TRUST COMPANY

By:___________________________________
Title:

BANK OF MONTREAL, CHICAGO BRANCH

By:___________________________________
Title:

BANKBOSTON, N.A.

By:___________________________________
Title:

THE FUJI BANK, LIMITED, NEW YORK
BRANCH

By:___________________________________
Title:

THE BANK OF NOVA SCOTIA

By:___________________________________
Title:

THE MITSUBISHI TRUST AND BANKING
CORPORATION

By:___________________________________
Title:

SOCIETE GENERALE, NEW YORK BRANCH

By:___________________________________
Title:

PNC BANK, NATIONAL ASSOCIATION

By:___________________________________
Title:

NATIONSBANK OF TEXAS, N.A.

By:___________________________________
Title:

BARCLAYS BANK PLC

By:___________________________________
Title:

<PAGE>
14

THE SUMITOMO BANK, LIMITED, NEW
YORK BRANCH

By:___________________________________
Title:

FLEET BANK, N.A.

By:___________________________________
Title:

CREDIT LYONNAIS NEW YORK BRANCH

By:___________________________________
Title:

THE BANK OF NEW YORK

By:___________________________________
Title:

BANQUE PARIBAS

By:___________________________________
Title:

BANQUE FRANCAISE DU COMMERCE
EXTERIEUR

By:___________________________________
Title:

TORONTO DOMINION (NEW YORK), INC.

By:___________________________________
Title:

UNION BANK OF CALIFORNIA, N.A.

By:___________________________________
Title:

<PAGE>
WAIVER

Waiver, dated as of December 4, 1997 (this "Waiver"), to the Credit
Agreement, dated as of June 6, 1997 (as amended by the First Amendment, dated
as of November 5, 1997, and as may be further amended, supplemented or
otherwise modified from time to time, the "Credit Agreement"), among MADISON
SQUARE GARDEN, L.P., a Delaware limited partnership (the "Borrower"), the
several lenders from time to time parties thereto (the "Lenders"), THE CHASE
MANHATTAN BANK, a New York banking corporation, as administrative agent for
the Lenders thereunder (in such capacity, the "Administrative Agent"),
TORONTO DOMINION (NEW YORK), INC., as documentation agent for the Lenders
thereunder and THE BANK OF NOVA SCOTIA, as syndication agent for the Lenders
thereunder.

W I T N E S S E T H :

WHEREAS, pursuant to the Credit Agreement, the Lenders have agreed
to make, and have made, certain Loans to the Borrower; and

WHEREAS, the Borrower is contemplating an acquisition of certain
entertainment operations utilizing Radio City Music Hall, which acquisition
would currently not be permitted under the Credit Agreement;

WHEREAS, the Borrower has requested that the Lenders waive and the
Lenders have agreed to waive, upon the terms and subject to the conditions
set forth below, any default or event of default that would otherwise occur
as a result of such acquisition;

NOW, THEREFORE, the parties hereto hereby agree as follows:

1. Defined Terms. As used herein, terms defined in this Waiver
or in the Credit Agreement are used herein as so defined.

2. Waiver. The Lenders hereby waive any Default or Event of
Default that would otherwise occur as a result of the direct or indirect
acquisition (the "Acquisition") by the Borrower from the Rockefeller Group
Inc. of the entertainment operations which comprise Radio City Productions;
provided, that the aggregate consideration payable by the Borrower for the
Acquisition shall not exceed $75,000,000; and provided, further, that within
45 days of the Effective Date (as defined below) the parties hereto shall
and, if necessary, shall cause their Subsidiaries to, enter into amendments,
joinders and other appropriate modifications to the Credit Documents in
connection with the Acquisition to, among other things, ensure to the
reasonable satisfaction of the Administrative Agent that the Borrower
provides to the Administrative Agent, for the benefit of the Lenders, a
security interest in any assets it acquires as a result of the Acquisition
and that all entities which become Subsidiaries of the Borrower as a result
of the Acquisition become parties to the appropriate Security Documents.

<PAGE>
2

3. Effectiveness. The waivers provided for herein shall become
effective on the date (the "Effective Date") of satisfaction of the following
condition precedent:

(a) The Administrative Agent shall have received counterparts of this
Waiver, duly executed and delivered by the Borrower and each of the other
parties hereto.

(c) All limited partnership and other proceedings, and all documents,
instruments and other legal matters in connection with the transactions
contemplated by this Waiver shall be satisfactory in form and substance to
the Administrative Agent.

4. Representations and Warranties. After giving effect to the
waivers contained herein, on the Effective Date, the Borrower hereby
confirms, reaffirms and restates the representations and warranties set forth
in Section 4 of the Credit Agreement (other than, solely with respect to the
Default or Event of Default which is the subject of this Waiver, the
representation and warranty that no Default or Event of Default has occurred
and is continuing); provided that each reference in such Section 4 to "this
Agreement" shall be deemed to be a reference both to this Waiver and to the
Credit Agreement as modified by this Waiver.

5. Continuing Effect; No Other Waivers or Amendments. Except as
expressly stated herein, all of the terms and provisions of the Credit
Agreement and the other Credit Documents are and shall remain in full force
and effect. The waivers contained herein shall not constitute a waiver or
amendment of any other provision of the Credit Agreement or the other Credit
Documents or for any purpose except as expressly set forth herein.

6. No Default. No Default or Event of Default shall have occurred
and be continuing as of the Effective Date after giving effect to this Waiver.

7. Counterparts. This Waiver may be executed in any number of
counterparts by the parties hereto, each of which counterparts when so
executed shall be an original, but all the counterparts shall together
constitute one and the same instrument.

8. GOVERNING LAW. THIS WAIVER SHALL BE GOVERNED BY, AND CONSTRUED
AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

<PAGE>
3

IN WITNESS WHEREOF, the parties have caused this Waiver to be duly
executed and delivered by their respective proper and duly authorized
officers as of the day and year first above written.

MADISON SQUARE GARDEN, L.P.

By: MSG EDEN CORPORATION,
its General Partner

By:____________________________________
Title:

THE CHASE MANHATTAN BANK,
as Administrative Agent and as a Lender

By:____________________________________
Title:

LTCB TRUST COMPANY

By:____________________________________
Title:

GENERAL ELECTRIC CAPITAL SERVICES

By:____________________________________
Title:

THE INDUSTRIAL BANK OF JAPAN, LIMITED,
NEW YORK BRANCH

By:____________________________________
Title:

<PAGE>
4

ROYAL BANK OF CANADA

By:____________________________________
Title:

CORESTATES BANK, N.A.

By:____________________________________
Title:

THE SAKURA BANK, LIMITED

By:____________________________________
Title:

BANKERS TRUST COMPANY

By:____________________________________
Title:

BANK OF MONTREAL, CHICAGO BRANCH

By:____________________________________
Title:

BANKBOSTON, N.A.

By:____________________________________
Title:

THE FUJI BANK, LIMITED, NEW YORK
BRANCH

By:____________________________________
Title:

<PAGE>
5

THE BANK OF NOVA SCOTIA

By:____________________________________
Title:

THE MITSUBISHI TRUST AND BANKING
CORPORATION

By:____________________________________
Title:

SOCIETE GENERALE, NEW YORK BRANCH

By:____________________________________
Title:

PNC BANK, NATIONAL ASSOCIATION

By:____________________________________
Title:

NATIONSBANK OF TEXAS, N.A.

By:____________________________________
Title:

BARCLAYS BANK PLC

By:____________________________________
Title:

THE SUMITOMO BANK, LIMITED, NEW
YORK BRANCH

By:____________________________________
Title:

FLEET BANK, N.A.

By:____________________________________
Title:

<PAGE>
6

CREDIT LYONNAIS NEW YORK BRANCH

By:____________________________________
Title:

THE BANK OF NEW YORK

By:____________________________________
Title:

BANQUE PARIBAS

By:____________________________________
Title:

BANQUE FRANCAISE DU COMMERCE
EXTERIEUR

By:____________________________________
Title:

TORONTO DOMINION (NEW YORK), INC.

By:____________________________________
Title:

UNION BANK OF CALIFORNIA, N.A.

By:____________________________________
Title:

<PAGE>
Exhibit 10.68

FORM OF CSC PARENT CORPORATION
STOCK OPTION PLAN FOR NON-EMPLOYEE DIRECTORS

1. Purpose. The purposes of the CSC Parent Corporation Stock Option
Plan for Non-Employee Directors are to attract and retain individuals who are
not employees of the Company as members of the Board of Directors, by
encouraging them to acquire a proprietary interest in the Company which is
parallel to that of the stockholders of the Company.

2. Definitions. The following terms shall have the respective meanings
assigned to them as used herein:

(a) "Board of Directors" shall mean the Board of Directors of the
Company, as constituted at any time.

(b) "Company" means CSC Parent Corporation, a Delaware corporation.

(c) "Fair Market Value" on a specified date shall mean the average of
the bid and asked closing prices at which one Share is traded on the
over-the-counter market, as reported on the National Association of
Securities Dealers Automated Quotation System, or the closing price for a
Share on the stock exchange, if any, on which such shares are primarily
traded, but if no Shares were traded on such date, then on the last previous
date on which a Share was so traded, or, if none of the above is applicable,
the value of a Share as established by the Board of Directors for such date
using any reasonable method of valuation.

(d) "Non-Employee Directors" shall mean a member of the Board of
Directors who is not a current or former employee of the Company or its
subsidiaries.

(e) "Option" shall mean an option granted under the Plan.

(f) "Share" shall mean a share of Class A common stock of the Company,
par value $0.01.

(g) "Participant" shall mean a Non-Employee Director who has been
granted an Option.

(h) "Plan" shall mean the CSC Parent Corporation Stock Option Plan for
Non-Employee Directors.

3. Plan Administration.

3.1 Authority. The Plan shall be administered by the Board of Directors
(unless the Board of Directors appoints a committee thereof to administer the
Plan, in which case the Plan may be administered by such committee and
references herein to the "Board of Directors" shall be deemed to mean such
Committee unless the context otherwise requires) which shall have full power
and authority to interpret the Plan, to establish, amend and rescind rules
and regulations relating to the Plan, to provide for conditions and
assurances deemed necessary or advisable to protect the interests of the
company and to make all other determinations necessary or advisable for the
administration of the Plan.

3.2 Decisions are Final and Conclusive. The determination of the Board
of Directors (or the applicable committee thereof) as to any question arising
under the Plan, including questions of construction and interpretation,
shall be final, binding and conclusive upon all person, including the
Company, its stockholders and persons having any interest in the Options.

4. Eligibility. All Non-Employee Director are eligible for the grant
of Options.

5. Shares Subject to the Plan.

5.1 Number. The aggregate number of Shares that may be subject to
Options granted under this Plan shall not exceed 60,000 which may be either
treasury Shares or authorized but unissued Shares. If an Option expires or
terminates without being exercised in full, any Shares remaining under such
Option shall again be available for issuance under the Plan. The maximum
number of Shares which may be subject to Options shall be adjusted to the
extent necessary to accommodate the adjustments provided for in Section 5.2.

B-1
<PAGE>

5.2 Adjustment in Capitalization. If there shall be declared and paid
a stock or property dividend or any other distribution by way of dividend,
stock split (including a reverse stock split), or spin-off with respect to
the Shares, or if the Class A common stock of the Company shall be converted,
exchanged, reclassified or recapitalized, or if the Shares shall be in any
way substituted for in a merger in which the entity surviving such merger or
its parent is a public company, then to the extent that an Option has not
been exercised the holder thereof shall be entitled upon the future exercise
of the Option to such number and kind of securities or cash or other
property, subject to the terms of the Option, to which he would have been
entitled had he actually owned the Shares subject to the unexercised portion
of the Option at the time of the occurrence of such dividend, stock split,
spin-off, conversion, exchange, reclassification, recapitalization or
substitution, and the aggregate purchase price upon the future exercise of the
Option shall be the same as if the Shares originally subject to the Option were
being purchased or used to determine the amount of the payment to which the
holder is entitled thereunder. If there occurs any event as to which the
provisions against the effect of dilution contained in the Plan are not
strictly applicable, but the failure to make any adjustment would not fairly
protect the rights represented by the Option in accordance with the essential
intent and principles thereof, then, in each such case, the Company shall
appoint a firm of independent certified public accountants of recognized
national standing, which shall give its opinion upon the adjustment, if any,
on a basis consistent with the essential intent and principles established in
the Plan, which they believe is necessary to preserve without dilution, the
rights represented by the Option. Upon receipt of such opinion, the Company
will promptly mail a copy thereof to the holder and shall make the adjustment
described therein. Any fractional shares or securities payable upon the
exercise of the Option as a result of an adjustment pursuant to this Section
shall be payable in cash, based upon the Fair Market Value of such shares or
securities at the time of exercise.

6. Terms and Conditions of Options.

6.1 Grant of Options. Each Non-Employee Director on the effective date
of the Plan is hereby granted as of such date an Option to purchase 7,500
Shares. Each person who becomes a Non-Employee Director after the effective
date of the Plan shall automatically be granted an Option to purchase 2,500
Shares as of the date such person becomes a Non-Employee Director.

On the first business day after the date of each annual meeting of the
Company's stockholders following the date of the initial grant of Options
referred to in the preceding paragraph, each person who is then a
Non-Employee Director shall automatically be granted an Option to purchase
500 Shares.

6.2 Exercise Price. The exercise price per Share of the Shares to be
purchased pursuant to each Option shall be equal to the Fair Market Value of
a Share on the day on which the Option is granted.

6.3 Vesting. All Options granted under the Plan shall be fully vested
and exercisable on the date of grant.

6.4 Opinion Agreement. Each Option granted under the Plan shall be
evidenced by a written agreement setting forth the terms under which the
Option is granted.

6.5 Term of Options. All rights to exercise an Option shall expire ten
years from the day on which such Option is granted, provided, however, that
upon the termination of the service of the Participant as a member of the
Board of Directors for any reason, all rights to exercise an Option shall
terminate upon the first to occur of (i) the third anniversary of the date
of the termination of such Participant's service on the Board of Directors,
and (ii) the expiration of ten years from the day on which such Option was
granted. Notwithstanding the foregoing, in the event that a Participant dies
while an Option is exercisable, the Option will remain exercisable by the
Participant's estate or beneficiary only until the first anniversary of the
Participant's date of death, and whether or not such first anniversary occurs
prior to or following the expiration of ten years from the date the Option
was granted or the third anniversary of the date of the termination of such
Participant's service on the Board of Directors.

6.6 Nontransferability. Options may only be exercised during the
Participant's lifetime by the Participant (or the Participant's guardian or
legal representative), and shall be transferable by will or the laws of
descent and distribution, and otherwise only to the extent that, as
determined by the Board of Directors, based on the advise of legal counsel,
transferability would not prevent the Option from complying with the
requirements of Rule 16b-3 of the Securities Exchange Act of 1934 (the
"Act"),

B-2

<PAGE>

6.7 Other Terms and Conditions. Options may contain such other terms,
conditions and restrictions, which shall not be inconsistent with the
provisions of the Plan, as the Board of Directors shall deem appropriate.

7. Exercise of Options

7.1 Written Notice. A Participant who wishes to exercise an Option, or a
portion of an Option, shall give written notice thereof to any person who has
been designated by the Company for the purpose of receiving the same. The
date the Company receives such notice shall be considered as the date such
Option was exercised as to the Shares specified in such notice.

7.2 Payment. A Participant who exercises an Option shall pay to the
Company at the date or exercise and prior to the delivery of the Shares for
which the Option is being exercised the aggregate exercise price of all
shares pursuant to such exercise of the Option. Payment shall be made by
check payable to the order of the Company or Shares duly endorsed over to the
Company (which Shares shall be valued at their Fair Market Value as of the
date preceding the day of such exercise) or any combination of such methods
of payment, which together amount to the full exercise price of the Shares
purchased pursuant to the exercise of the Option; provided, however, that a
holder may not use any Shares he has acquired pursuant to the exercise of an
Option.

7.3 No Privilege of Stockholder. A Participant shall not have any of the
rights or privileges of a stockholder of the Company with respect to the
Shares subject to an Option unless and until such Shares have been issued and
have been duly registered in the Participant's name.

8. Duration. This Plan shall remain in effect until May 10, 2006 unless
sooner terminated by the Board of Directors. Options theretofore granted may
extend beyond that date in accordance with the provisions of the Plan.

9. Amendment. The Board of Directors may amend the Plan from time to
time, provided that no amendment which increases the aggregate number of
Shares that may be issued under the Plan may be made without the approval of
the Company's shareholders, and provided further that the provisions of
Section 4, 6.1, 6.2, 6.3 and 6.5 may not be amended more than once every six
months, other than to comply with changes in the Internal Revenue Code or the
rules thereunder.

10. Compliance with Laws and Regulations. This Plan, the grant and
exercise of Options hereunder and the obligation of the Company to sell and
deliver Shares pursuant to such Options shall be subject to all applicable
laws, rules and regulations, and to any required approvals by any
governmental agencies.

11. Compliance with Rule 16b-3. It is the Company's intent that the Plan
comply in all respects with Rule 16b-3 of the Act. If any provision of the
Plan is later found not to be in compliance with such Rule, the provision
shall be deemed null and void. All grants and exercises of Options under the
Plan shall be executed in accordance with the requirements of Section 16 of
the Act, as amended and any regulations promulgated thereunder. To the extent
that any of the provisions contained herein do not conform with Rule 16b-3
of the Act or any amendments thereto or any successor regulation, then the
Board of Directors may make such modifications so as to conform the Plan and
any Options granted thereunder to the Rule's requirements.

12. Withholding. If the Company shall be required to withhold any
amounts by reason of any federal, state or local tax laws, rules or
regulations in respect of the issuance of Shares pursuant to the exercise of
an Option, the Participant shall make available to the Company, promptly when
requested by the Company, sufficient funds to meet the requirements of such
withholding and the Company shall be entitled to take and authorize such
steps as it may deem advisable in order to have such funds available to the
Company out of any funds or property to become due to the Participant.

13. Governing Law. The Plan and any agreements hereunder shall be
governed by, and construed in accordance with, the laws of the State of
Delaware, without references to principles of conflict of laws.

14. Effective Date. The Plan is effective as of , 1998, subject
to the approval of the stockholders of the Company.

B-3

<PAGE>

Exhibit 21

SUBSIDIARIES

CSC PARENT CORPORATION (PRO FORMA)

State of
Name Organization

CSC Holdings, Inc.
(formerly named Cablevision Systems Corporation) Delaware

A-R Cable Investments, Inc. Delaware

A-R Cable Services, Inc. Massachusetts

Rainbow Media Holdings, Inc. Delaware

V Cable, Inc. Delaware

NYC LP Corp. Delaware

Cablevision of New York City - Master L.P. Delaware

Cablevision MFR, Inc. Delaware

Madison Square Garden, L.P. Delaware

Regional MSG Holdings, LLC Delaware

Regional Programming Partners New York

Rainbow Media Sports Holdings, Inc. Delaware

Rainbow Regional Holdings, LLC Delaware

<PAGE>

Exhibit 23.1

CONSENT OF INDEPENDENT AUDITORS

The Boards of Directors
Cablevision Systems Corporation,
A-R Cable Services, Inc., and
CSC Parent Corporation

We consent to the incorporation by reference in the registration
statement on Form S-4 of CSC Parent Corporation that covers the Proxy
Statement/Prospectus of Cablevision Systems Corporation of our reports dated
April 1, 1997, relating to the (i) consolidated balance sheets of Cablevision
Systems Corporation and subsidiaries as of December 31, 1996 and 1995, and
the related consolidated statements of operations, stockholders' deficiency
and cash flows for each of the years in the three-year period ended December
31, 1996, and the related schedule, and (ii) consolidated balance sheets of
A-R Cable Services, Inc. and subsidiaries as of December 31, 1996 and 1995,
and the related consolidated statements of operations, stockholder's
deficiency and cash flows for each of the years in the three-year period
ended December 31, 1996, which reports appear in the December 31, 1996 annual
report on Form 10-K of Cablevision Systems Corporation and our report dated
December 22, 1997, relating to the consolidated balance sheet of CSC Parent
Corporation and subsidiary as of November 21, 1997, and to the references to
our firm under the headings "Selected Financial Data" and "Experts" in the
prospectus.

/s/ KPMG Peat Marwick LLP

Jericho, New York
January 20, 1998
<PAGE>

EXHIBIT 23.1

CONSENT OF INDEPENDENT AUDITORS

The Board of Directors
TCI Communications, Inc.:

We consent to the inclusion in the registration statement on Form S-4 of CSC
Parent Corporation of our report, dated July 29, 1997, relating to the
combined balance sheets of TCI New Jersey and New York Systems (as defined in
Note 1 to the combined financial statements) as of December 31, 1996 and
1995, and the related combined statements of operations and parent's
investment and cash flows for each of the years in the three-year period
ended December 31, 1996, and to the reference to our firm under the heading
"Experts" in the registration statement.

/s/ KPMG Peat Marwick LLP

Denver, Colorado
January 20, 1998

<PAGE>

EXHIBIT 23.1

CONSENT OF INDEPENDENT AUDITORS

The Partners
TKR Cable Company:

We consent to the inclusion in the registration statement on Form S-4 of CSC
Parent Corporation of our report, dated July 21, 1997, relating to the
combined balance sheets of TKR New Jersey/New York Systems (a combination of
certain assets as defined in note 1 to the combined financial statements) as
of December 31, 1996 and 1995, and the related combined statements of earnings,
changes in combined deficit, and cash flows for each of the years in the
three-year period ended December 31, 1996, and to the reference to our firm
under the heading "Experts" in the registration statement.

/s/ KPMG Peat Marwick LLP

Denver, Colorado
January 20, 1998

<PAGE>

CABLEVISION SYSTEMS CORPORATION
COMMON STOCK
SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
FOR THE SPECIAL MEETING OF STOCKHOLDERS - FEBRUARY 16, 1998

[CONTINUED, AND TO BE MARKED, DATED AND SIGNED, ON THE OTHER SIDE.]

<PAGE>

This proxy when properly executed will be voted in the manner directed herein
by the shareholder.

IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED FOR ITEM 1, ITEM 2 AND
ITEM 3.

The Board of Directors Recommends a Vote FOR Item 1, Item 2 and Item 3.

<TABLE>

Item 2. Approval and adoption of the Parent Employee Stock FOR AGAINST ABSTAIN
Plan, as fully described in the Proxy / / / / / /
Statement/Prospectus relating thereto.

Item 3. Approval and adoption of the Parent Long-Term FOR AGAINST ABSTAIN
Incentive Plan, as fully described in the Proxy / / / / / /
Statement/Prospectus relating thereto.
</TABLE>

In their discretion, the Proxies are authorized to vote upon
such matters that are properly presented for action at the Special
Meeting

PLEASE MARK, SIGN, DATE AND RETURN THE PROXY CARD
PROMPTLY, USING THE ENCLOSED ENVELOPE

Receipt of the Notice of Special Meeting of Shareholders and the related
Joint Proxy Statement/Prospectus is acknowledged.

(Signature) ______________________________

(Signature if held jointly) ______________________________

(Title or Authority) ___________________________

Dated: __________, 1998