<PAGE>   1
                                                                    Exhibit 4.2

                          CHARTER COMMUNICATIONS, INC.

                                       and

                           BNY MIDWEST TRUST COMPANY,

                                   as Trustee






                                    INDENTURE


                          Dated as of October 30, 2000





                     5.75% Convertible Senior Notes due 2005
<PAGE>   2
                             CROSS-REFERENCE TABLE*

<TABLE>
<CAPTION>
Trust Indenture Act Section                                             Indenture Section
---------------------------                                             -----------------
<S>                                                                     <C>
310(a)(1)..........................................................     7.10
(a)(2).............................................................     7.10
(a)(3).............................................................     N.A.
(a)(4).............................................................     N.A.
(a)(5).............................................................     7.10
(b)................................................................     7.10
(c)................................................................     N.A.
311(a).............................................................     7.11
(b)................................................................     7.11
(c)................................................................     N.A.
312(a).............................................................     2.05
(b)................................................................     12.03
(c)................................................................     12.03
313(a).............................................................     7.06
(b)(1).............................................................     12.03
(b)(2).............................................................     7.07; 12.03
(c)................................................................     7.06; 12.02
(d)................................................................     7.06
314(a).............................................................     4.03; 12.02
(b)................................................................     12.02
(c)(1).............................................................     12.04
(c)(2).............................................................     12.04
(c)(3).............................................................     N.A.
(d)................................................................     N.A.
(e)................................................................     12.05
(f)................................................................     N.A.
315(a).............................................................     7.01
(b)................................................................     7.05; 12.02
(c)................................................................     7.01
(d)................................................................     7.01
(e)................................................................     6.11
316(a) (last sentence).............................................     2.10
(a)(1)(A)..........................................................     6.05
(a)(1)(B)..........................................................     6.04
(a)(2).............................................................     N.A.
(b)................................................................     6.07
(c)................................................................     2.13
317(a)(1)..........................................................     6.08
(a)(2).............................................................     6.09
(b)................................................................     2.04
</TABLE>

                                       i
<PAGE>   3
<TABLE>
<CAPTION>
Trust Indenture Act Section                                             Indenture Section
---------------------------                                             -----------------
<S>                                                                     <C>
318(a).............................................................     12.01
(b)................................................................     N.A.
(c)................................................................     12.01
</TABLE>

N.A. means Not Applicable.

* This Cross-Reference Table is not part of the Indenture.

                                       ii
<PAGE>   4
                                TABLE OF CONTENTS
<TABLE>
<S>                   <C>                                                                               <C>
ARTICLE 1             DEFINITIONS AND INCORPORATION BY REFERENCE.........................................1
     Section 1.01.    Definitions........................................................................1
     Section 1.02.    Other Definitions.................................................................10
     Section 1.03.    Incorporation by Reference of Trust Indenture Act.................................11
     Section 1.04.    Rules of Construction.............................................................12

ARTICLE 2             THE NOTES.........................................................................12
     Section 2.01.    Form and Dating...................................................................12
     Section 2.02.    Execution and Authentication......................................................13
     Section 2.03.    Registrar; Conversion Agent;  and Paying Agent....................................14
     Section 2.04.    Paying Agent to Hold Money in Trust...............................................14
     Section 2.05.    Holder Lists......................................................................15
     Section 2.06.    Global Notes; Non-global Notes; Book-entry Provisions.............................15
     Section 2.07.    Registration; Registration of Transfer and Exchange; Restrictions on Transfer.....17
     Section 2.08.    Replacement Notes.................................................................20
     Section 2.09.    Outstanding Notes.................................................................21
     Section 2.10.    Treasury Notes....................................................................21
     Section 2.11.    Temporary Notes...................................................................22
     Section 2.12.    Cancellation......................................................................22
     Section 2.13.    Defaulted Interest................................................................22
     Section 2.14.    Computation of Interest...........................................................22
     Section 2.15.    CUSIP Numbers.....................................................................23

ARTICLE 3             REDEMPTION AND PREPAYMENT.........................................................23
     Section 3.01.    Notices to Trustee................................................................23
     Section 3.02.    Selection of Notes to Be Redeemed.................................................23
     Section 3.03.    Notice of Redemption..............................................................24
     Section 3.04.    Effect of Notice of Redemption....................................................25
     Section 3.05.    Deposit of Redemption Price.......................................................25
     Section 3.06.    Notes Redeemed in Part............................................................25
     Section 3.07.    Optional Redemption...............................................................26
     Section 3.08.    Conversion Arrangement on Call for Redemption.....................................26
     Section 3.09.    Mandatory Redemption..............................................................27
</TABLE>

                                      iii
<PAGE>   5
<TABLE>
<S>                   <C>                                                                               <C>
ARTICLE 4             COVENANTS.........................................................................27
     Section 4.01.    Payment of Notes..................................................................27
     Section 4.02.    Maintenance of Office or Agency...................................................28
     Section 4.03.    Reports...........................................................................28
     Section 4.04.    Compliance Certificate............................................................29
     Section 4.05.    Taxes.............................................................................29
     Section 4.06.    Stay, Extension and Usury Laws....................................................29
     Section 4.07.    Corporate Existence...............................................................30
     Section 4.08.    Payments for Consent..............................................................30
     Section 4.09.    Registration and Listing..........................................................30
     Section 4.10.    Delivery of Certain Information...................................................31
     Section 4.11.    Resale of Certain Notes...........................................................31
     Section 4.12.    Registration Rights...............................................................31
     Section 4.13.    Waiver of Certain Covenants.......................................................32

ARTICLE 5             SUCCESSORS........................................................................33
     Section 5.01.    Merger, Consolidation, or Sale of Assets..........................................33
     Section 5.02.    Successor Corporation Substituted.................................................34

ARTICLE 6             DEFAULTS AND REMEDIES.............................................................34
     Section 6.01.    Events of Default.................................................................34
     Section 6.02.    Acceleration......................................................................36
     Section 6.03.    Other Remedies....................................................................36
     Section 6.04.    Waiver of Existing Defaults.......................................................36
     Section 6.05.    Control by Majority...............................................................37
     Section 6.06.    Limitation on Suits...............................................................37
     Section 6.07.    Rights of Holders of Notes to Receive Payment and to Convert......................37
     Section 6.08.    Collection Suit by Trustee........................................................38
     Section 6.09.    Trustee May File Proofs of Claim..................................................38
     Section 6.10.    Priorities........................................................................39
     Section 6.11.    Undertaking for Costs.............................................................39

ARTICLE 7             TRUSTEE...........................................................................39
     Section 7.01.    Duties of Trustee.................................................................39
     Section 7.02.    Rights of Trustee.................................................................41
     Section 7.03.    Individual Rights of Trustee......................................................42
     Section 7.04.    Trustee's Disclaimer..............................................................42
     Section 7.05.    Notice of Defaults................................................................42
     Section 7.06.    Reports by Trustee to Holders of the Notes........................................42
     Section 7.07.    Compensation and Indemnity........................................................43
     Section 7.08.    Replacement of Trustee............................................................44
     Section 7.09.    Successor Trustee by Merger, etc..................................................45
</TABLE>

                                       iv
<PAGE>   6
<TABLE>
<S>                   <C>                                                                               <C>
     Section 7.10.    Eligibility; Disqualification.....................................................45
     Section 7.11.    Preferential Collection of Claims Against the Company.............................45

ARTICLE 8             MEETINGS OF HOLDERS OF NOTES......................................................45
     Section 8.01.    Purposes for Which Meetings May Be Called.........................................45
     Section 8.02.    Call, Notice and Place of Meetings................................................46
     Section 8.03.    Persons Entitled to Vote at Meetings..............................................46
     Section 8.04.    Quorum; Action....................................................................46
     Section 8.05.    Determination of Voting Rights; Conduct and Adjournment of Meetings...............47
     Section 8.06.    Counting Votes and Recording Action of Meetings...................................48

ARTICLE 9             AMENDMENT, SUPPLEMENT AND WAIVER..................................................48
     Section 9.01.    Without Consent of Holders of Notes...............................................48
     Section 9.02.    With Consent of Holders of Notes..................................................49
     Section 9.03.    Compliance with Trust Indenture Act...............................................51
     Section 9.04.    Revocation and Effect of Consents.................................................51
     Section 9.05.    Notation on or Exchange of Notes..................................................51
     Section 9.06.    Trustee to Sign Amendments, etc...................................................52

ARTICLE 10            CONVERSION OF NOTES...............................................................52
     Section 10.01.   Conversion Privilege and Conversion Rate..........................................52
     Section 10.02.   Exercise of Conversion Privilege..................................................53
     Section 10.03.   Fractions of Shares...............................................................54
     Section 10.04.   Adjustment of Conversion Rate.....................................................55
     Section 10.05.   Notice of Adjustments of Conversion Rate..........................................60
     Section 10.06.   Notice of Certain Corporate Action................................................60
     Section 10.07.   Company to Reserve Common Stock...................................................62
     Section 10.08.   Taxes on Conversions..............................................................62
     Section 10.09.   Covenant as to Common Stock.......................................................62
     Section 10.10.   Cancellation of Converted Notes...................................................62
     Section 10.11.   Provision in Case of Consolidation, Merger or Sale of Assets......................62
     Section 10.12.   Rights Issued in Respect of Common Stock..........................................63
     Section 10.13.   Responsibility of Trustee for Conversion Provisions...............................64

ARTICLE 11            REPURCHASE OF NOTES AT THE OPTION OF THE HOLDER UPON A CHANGE OF CONTROL..........65
     Section 11.01.   Right to Require Repurchase.......................................................65
     Section 11.02.   Conditions to the Company's Election to Pay the Repurchase
                      Price in Common Stock ............................................................65
     Section 11.03.   Notices; Method of Exercising Repurchase Right, Etc...............................66
     Section 11.04.   Consolidation, Merger, Etc........................................................70
</TABLE>

                                       v
<PAGE>   7
<TABLE>
<S>                   <C>                                                                               <C>
ARTICLE 12            MISCELLANEOUS.....................................................................71
     Section 12.01.   Trust Indenture Act Controls......................................................71
     Section 12.02.   Notices...........................................................................71
     Section 12.03.   Communication by Holders of Notes with Other Holders of Notes.....................72
     Section 12.04.   Certificate and Opinion as to Conditions Precedent................................72
     Section 12.05.   Statements Required in Certificate or Opinion.....................................73
     Section 12.06.   Rules by Trustee and Agents.......................................................73
     Section 12.07.   No Personal Liability of Directors, Officers, Employees, Members
                      and Stockholders .................................................................73
     Section 12.08.   Governing Law.....................................................................74
     Section 12.09.   No Adverse Interpretation of Other Agreements.....................................74
     Section 12.10.   Successors........................................................................74
     Section 12.11.   Severability......................................................................74
     Section 12.12.   Counterpart Originals.............................................................74
     Section 12.13.   Table of Contents, Headings, etc..................................................74

ARTICLE 13            SATISFACTION AND DISCHARGE........................................................75
     Section 13.01.   Satisfaction and Discharge of Indenture...........................................75
     Section 13.02.   Application of Trust Money........................................................76
</TABLE>

<TABLE>
<S>                                                                                                   <C>
EXHIBIT A.............................................................................................A-1
</TABLE>

Annex A -- Form of Restricted Notes Certificate

Annex B -- Form of Unrestricted Notes Certificate

Annex C -- Form of Surrender Certificate

                                       vi
<PAGE>   8
         INDENTURE dated as of October 30, 2000 among Charter Communications,
Inc., a Delaware corporation (as further defined below, the "Company"), and BNY
Midwest Trust Company, as trustee (the "Trustee").

         The Company and the Trustee agree as follows for the benefit of each
other and for the equal and ratable benefit of the Holders of the Notes:

                                   ARTICLE 1

                   DEFINITIONS AND INCORPORATION BY REFERENCE

Section 1.01. Definitions.

         "Affiliate" of any specified Person means any other Person directly or
indirectly controlling or controlled by or under direct or indirect common
control with such specified Person. For purposes of this definition, "control,"
as used with respect to any Person, shall mean the possession, directly or
indirectly, of the power to direct or cause the direction of the management or
policies of such Person, whether through the ownership of voting securities, by
agreement or otherwise; provided that beneficial ownership of 10% or more of the
Voting Stock of a Person shall be deemed to be control. For purposes of this
definition, the terms "controlling, "controlled by" and "under common control
with" shall have correlative meanings.

         "Agent" means any Registrar, Paying Agent or Conversion Agent.

         "Agent Member" means any member of, or participant in, the Depositary.

         "Applicable Procedures" means, with respect to any transfer or
transaction involving a Global Note or beneficial interest therein, the rules
and procedures of DTC, in each case to the extent applicable to such transaction
and as in effect from time to time.

         "Bankruptcy Law" means Title 11, U.S. Code or any similar Federal or
state law of any jurisdiction relating to bankruptcy, insolvency, winding up,
liquidation, reorganization or relief of debtors.

         "Beneficial Owner" has the meaning assigned to such term in Rule 13d-3
and Rule 13d-5 under the Exchange Act, except that in calculating the beneficial
ownership of any particular "person" (as such term is used in Section 13(d)(3)
of the Exchange Act), such "person" shall be deemed to have beneficial ownership
of all securities that such "person" has the right to acquire, whether such
right is currently exercisable or is exercisable only upon the occurrence of a
subsequent condition.
<PAGE>   9
         "Board of Directors" means the Board of Directors of the Company or any
authorized committee of the Board of Directors of the Company.

         "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 of the Company and to be in full force and effect on the
date of such certification and delivered to the Trustee.

         "Business Day" means any day other than a Legal Holiday.

         "Capital Stock" means:

            (1) in the case of a corporation, corporate stock;

            (2) in the case of an association or business entity, any and all
    shares, interests, participations, rights or other equivalents (however
    designated) of corporate stock;

            (3) in the case of a partnership or limited liability company,
    partnership or membership interests (whether general or limited); and

            (4) any other interest (other than any debt obligation) or
    participation that confers on a Person the right to receive a share of the
    profits and losses of, or distributions of assets of, the issuing Person.

         "Change of Control" means the occurrence of any of the following:

            (1) the sale, transfer, conveyance, lease or other disposition
    (including by way of liquidation or dissolution, but excluding by way of
    merger or consolidation), in one or a series of related transactions, of all
    or substantially all of the assets of the Company and its Subsidiaries,
    taken as a whole, to any "person" (as such term is used in Section 13(d)(3)
    of the Exchange Act);

            (2) the adoption of a plan relating to the liquidation or
    dissolution of the Company;

            (3) the consummation of any transaction (including, without
    limitation, any merger or consolidation) the result of which is that any
    "person" (as defined above), other than the Principal and Related Parties,
    becomes the Beneficial Owner, directly or indirectly, of more than 35% of
    the Voting Stock of the Company, measured by voting power rather than number
    of shares, unless the Principal or a Related Party Beneficially Owns,
    directly or indirectly, a greater percentage of Voting Stock of the Company,
    measured by voting power rather than number of shares, than such person;

                                       2
<PAGE>   10
            (4) after the Issue Date, the first day on which a majority of the
    members of the Board of Directors of the Company are not Continuing
    Directors;

            (5) the Company consolidates with, or merges with or into, any
    Person, or any Person consolidates with, or merges with or into, the
    Company, in any such event pursuant to a transaction in which any of the
    outstanding Voting Stock of the Company or such Parent is converted into or
    exchanged for cash, securities or other property, other than any such
    transaction where the Voting Stock of the Company outstanding immediately
    prior to such transaction is converted into or exchanged for Voting Stock
    (other than Disqualified Stock) of the surviving or transferee Person
    constituting a majority of the outstanding shares of such Voting Stock of
    such surviving or transferee Person immediately after giving effect to such
    issuance; or

            (6) at any time, (i) the Principal or any Allen Affiliates (as
    defined below) purchases, in a transaction or series of transactions, shares
    of Common Stock and, solely as a result of such purchases, the aggregate
    number of shares of Common Stock held by the Principal and the Allen
    Affiliates exceeds 70% of the total number of shares of Common Stock issued
    and outstanding at such time and (ii) the Closing Price Per Share of the
    Common Stock for any five Trading Days within the period of the 10
    consecutive Trading Days immediately after the later of (x) the last date of
    such purchases or (y) the public announcement of such purchases, is less
    than 100% of the Conversion Price of the Notes in effect on each of those
    Trading Days (for purposes of this clause (6), a purchase will not include
    any transaction whereby shares of Common Stock are acquired by the Principal
    or any Allen Affiliate as a result of the exchange and conversion of
    membership units of Charter Communications Holding Company, LLC for and into
    shares of Common Stock or the conversion of shares of the Company's Class B
    Common Stock, par value $.001 per share, into shares of Common Stock; the
    calculation of the number of shares of Common Stock held by the Principal
    and the Allen Affiliates will not include securities exchangeable or
    convertible into shares of Common Stock; and an "Allen Affiliate" means any
    person in which the Principal, directly or indirectly, owns at least 50.1%
    of the Capital Stock thereof, provided that none of the Company, Charter
    Communications Holding Company, LLC or any of the Company's Subsidiaries
    shall constitute an Allen Affiliate).

         Notwithstanding the foregoing, a Change of Control shall not be deemed
to have occurred if (i) the Closing Price Per Share of the Common Stock for any
five Trading Days within the period of 10 consecutive Trading Days ending
immediately after the later of the Change of Control or the public announcement
of the Change of Control (in the case of a Change of Control under clause (3)
above) or the period of 10 consecutive Trading Days ending immediately before
the Change of Control (in the case of a Change of Control under clauses (1) or
(5) above) shall equal or exceed 105% of the Conversion Price of the Notes in
effect on each such Trading Day or (ii) all of the consideration

                                       3
<PAGE>   11
(excluding cash payments for fractional shares and cash payments made pursuant
to dissenters' appraisal rights) in a merger or consolidation otherwise
constituting a Change of Control under clause (3) and/or clause (5) above
issuable to holders of Common Stock consists of shares of common stock traded on
a national securities exchange or quoted on the Nasdaq National Market (or will
be so traded or quoted immediately following such merger or consolidation) and
as a result of such merger or consolidation the Notes become convertible into
such common stock.

         "Closing Price Per Share" means, with respect to the Common Stock, for
any day, (i) the last reported bid price regular way on the Nasdaq National
Market or, (ii) if the Common Stock is not quoted on the Nasdaq National Market,
the last reported sale price regular way per share or, in case no such reported
sale takes place on such day, the average of the reported closing bid and asked
prices regular way, in either case, on the principal national securities
exchange on which the Common Stock is listed or admitted to trading, or (iii) if
the Common Stock is not quoted on the Nasdaq National Market or listed or
admitted to trading on any national securities exchange, the average of the
closing bid prices in the over-the-counter market as furnished by any New York
Stock Exchange member firm selected from time to time by the Company for that
purpose.

         "Commission" or "SEC" means the Securities and Exchange Commission.

         "common stock" includes any stock of any class of capital stock which
has no preference in respect of dividends or of amounts payable in the event of
any voluntary or involuntary liquidation, dissolution or winding up of the
issuer thereof and which is not subject to redemption by the issuer thereof.

         "Common Stock" means the Class A Common Stock, par value $.001 per
share, of the Company authorized at the date of this instrument as originally
executed. Subject to the provisions of Section 10.11, shares issuable on
conversion or repurchase of Notes shall include only shares of Common Stock or
shares of any class or classes of common stock resulting from any
reclassification or reclassifications thereof; provided, however, that if at any
time there shall be more than one such resulting class, the shares so issuable
on conversion of Notes shall include shares of all such classes, and the shares
of each such class then so issuable shall be substantially in the proportion
which the total number of shares of such class resulting from all such
reclassifications bears to the total number of shares of all such classes
resulting from all such reclassifications.

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

                                       4
<PAGE>   12
         "Continuing Directors" means, as of any date of determination, any
member of the Board of Directors of the Company who:

            (1) was a member of the Board of Directors on the Issue Date; or

            (2) was nominated for election or elected to the Board of Directors
    with the approval of a majority of the Continuing Directors who were members
    of such board of directors at the time of such nomination or election or
    whose election or appointment was previously so approved.

         "Conversion Agent" means any Person authorized by the Company to
convert Notes in accordance with Article 10. The Company has initially appointed
the Trustee as its Conversion Agent pursuant to Section 2.03 hereof.

         "Conversion Price" shall equal U.S.$1,000 divided by the Conversion
Rate (rounded to the nearest cent).

         "Corporate Trust Office of the Trustee" shall be at the address of the
Trustee specified in Section 12.02 or such other address as to which the Trustee
may give notice to the Company.

         "Default" means any event that is, or with the passage of time or the
giving of notice or both would be, an Event of Default.

         "Depositary" means, with respect to any Notes (including any Global
Notes), a clearing agency that is registered under the Exchange Act and is
designated by the Company to act as Depositary for such Notes (or any successor
securities clearing agency so registered).

         "Disqualified Stock" means any Capital Stock that, by its terms (or by
the terms of any security into which it is convertible, or for which it is
exchangeable, in each case at the option of the holder thereof), or upon the
happening of any event, matures or is mandatorily redeemable, pursuant to a
sinking fund obligation or otherwise, or redeemable at the option of the holder
thereof, in whole or in part, on or prior to the date that is 91 days after the
date on which the Notes mature.

         "DTC" means The Depository Trust Company, a New York corporation.

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

         "Global Note" means a Note that is registered in the Note Register for
the Notes in the name of a Depositary or a nominee thereof.

                                       5
<PAGE>   13
         "Guarantee" or "guarantee" means a guarantee other than by endorsement
of negotiable instruments for collection in the ordinary course of business,
direct or indirect, in any manner including, without limitation, by way of a
pledge of assets or through letters of credit or reimbursement agreements in
respect thereof, of all or any part of any Indebtedness, measured as the lesser
of the aggregate outstanding amount of the Indebtedness so guaranteed and the
face amount of the Guarantee.

         "Holder" means the Person in whose name the Note is registered in the
Note Register.

         "Indebtedness" means, with respect to any specified Person, any
indebtedness of such Person, whether or not contingent:

            (1) in respect of borrowed money;

            (2) evidenced by bonds, notes, debentures or similar instruments; or

            (3) representing capital lease obligations.

The amount of any Indebtedness outstanding as of any date shall be (i) the
accreted value thereof, in the case of any Indebtedness issued with original
issue discount; and (ii) the principal amount (or portion of the discounted
rental stream attributable to principal in the case of capitalized leases)
thereof, together with any interest thereon that is more than 30 days past due,
in the case of any other Indebtedness.

         "Indenture" means this Indenture, as amended or supplemented from time
to time.

         "Interest Payment Date" means the Stated Maturity of an installment of
interest on the Notes.

         "Issue Date" means October 30, 2000.

         "Legal Holiday", when used with respect to any place of payment or
Place of Conversion, as the case may be, means a Saturday, a Sunday or a day on
which banking institutions in The City of New York, at such place of payment or
Place of Conversion, as the case may be, are authorized by law, regulation or
executive order to remain closed. If a payment date is a Legal Holiday at a
place of payment, payment may be made at that place on the next succeeding day
that is not a Legal Holiday, and no interest shall accrue on such payment for
the intervening period.

         "Liquidated Damages" has the meaning specified in Section 4.12, and is
incorporated by reference to the Registration Rights Agreement.

                                       6
<PAGE>   14
         "Maturity", when used with respect to any Notes, means the date on
which the principal of such Notes becomes due and payable as therein or herein
provided, whether at the Stated Maturity or by declaration of acceleration, call
for redemption, exercise of the repurchase right set forth in Article 11 or
otherwise.

         "Non-global Note" means a Note that is in definitive, full registered
form, without interest coupons, and that is not a Global Note.

         "Notes" means the Company's 5.75% Convertible Senior Notes due 2005 and
more particularly means any Notes authenticated and delivered under this
Indenture.

         "Officer" means, with respect to any Person, the Chairman of the Board,
the Chief Executive Officer, the President, the Chief Operating Officer, the
Chief Financial Officer, the Treasurer, any Assistant Treasurer, the Controller,
the Secretary or any Vice-President of such Person.

         "Officers' Certificate" means a certificate signed on behalf of the
Company by two Officers of the Company, one of whom must be the principal
executive officer, the chief financial officer or the treasurer of the Company
that meets the requirements of Section 12.05.

         "Opinion of Counsel" means an opinion from legal counsel who is
reasonably acceptable to the Trustee, that meets the requirements of Section
12.05. The counsel may be an employee of or counsel to the Company or any
Subsidiary of the Company.

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

         "Place of Conversion" means any city in which any Conversion Agent is
located.

         "Predecessor Note" of any particular Note means every previous Note
evidencing all or a portion of the same debt as that evidenced by such
particular Note; and, for the purposes of this definition, any Note
authenticated and delivered under Section 2.08 in exchange for or in lieu of a
mutilated, destroyed, lost or stolen Note shall be deemed to evidence the same
debt as the mutilated, destroyed, lost or stolen Note.

         "Principal" means Paul G. Allen.

         "Purchase Agreement" means the Purchase Agreement, dated as of October
25, 2000, among the Company, Charter Communications Holding Company, LLC and the
Purchasers, as such agreement may be amended from time to time.

                                       7
<PAGE>   15
         "Purchasers" means Goldman, Sachs & Co., Morgan Stanley & Co.
Incorporated, Bear, Stearns & Co. Inc. and Merrill Lynch, Pierce, Fenner & Smith
Incorporated.

         "Qualified Institutional Buyer" shall mean a "qualified institutional
buyer" as defined in Rule 144A.

         "Record Date Period" means the period from the close of business of any
Regular Record Date next preceding any Interest Payment Date to the opening of
business on such Interest Payment Date.

         "Redemption Date", when used with respect to any Note to be redeemed,
means the date fixed for redemption by or pursuant to this Indenture.

         "Redemption Price", when used with respect to any Note to be redeemed,
means the price at which it is to be redeemed pursuant to this Indenture.

         "Registration Rights Agreement" means the Registration Rights
Agreement, dated as of October 30, 2000, between the Company and the Purchasers,
as such agreement may be amended from time to time.

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

         "Related Party" means:

            (1) the spouse or an immediate family member, estate or heir of the
    Principal; or

            (2) any trust, corporation, partnership or other entity, the
    beneficiaries, stockholders, partners, owners or Persons beneficially
    holding an 80% or more controlling interest of which consist of the
    Principal and/or such other Persons referred to in the immediately preceding
    clause (1).

         "Responsible Officer" when used with respect to the Trustee, means any
officer within the Corporate Trust Administration of the Trustee (or any
successor group of the Trustee) with direct responsibility for the
administration of this Indenture 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 Non-global Note" means a Restricted Note other than a
Global Note.

         "Restricted Notes" means all Notes required pursuant to Section 2.07(3)
to bear any Restricted Notes Legend. Such term includes the Restricted Global
Note.

                                       8
<PAGE>   16
         "Restricted Notes Certificate" means a certificate substantially in the
form set forth in Annex A.

         "Restricted Notes Legend" means, collectively, the legends
substantially in the forms of the legends required in the form of Note set forth
in Exhibit A to be placed upon each Restricted Note.

         "Rule 144" means Rule 144 promulgated under the Securities Act.

         "Rule 144A" means Rule 144A promulgated under the Securities Act.

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

         "Significant Subsidiary" means any Subsidiary of the Company which is a
"Significant Subsidiary" as defined in Rule 1-02(w) of Regulation S-X under the
Exchange Act.

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

         "Subsidiary" means, with respect to any Person:

            (1) any corporation, association or other business entity of which
    at least 50% of the total voting power of shares of Capital Stock entitled
    (without regard to the occurrence of any contingency) to vote in the
    election of directors, managers or trustees thereof is at the time owned or
    controlled, directly or indirectly, by such Person or one or more of the
    other Subsidiaries of that Person (or a combination thereof) and, in the
    case of any such entity of which 50% of the total voting power of shares of
    Capital Stock is so owned or controlled by such Person or one or more of the
    other Subsidiaries of such Person, such Person and its Subsidiaries also has
    the right to control the management of such entity pursuant to contract or
    otherwise; and

            (2) any partnership (a) the sole general partner or the managing
    general partner of which is such Person or a Subsidiary of such Person or
    (b) the only general partners of which are such Person or of one or more
    Subsidiaries of such Person (or any combination thereof).

         "Successor Note" of any particular Note means every Note issued after,
and evidencing all or a portion of the same debt as that evidenced by, such
particular Note; and, for the purposes of this definition, any Note
authenticated and delivered under Section 2.08 in exchange for or in lieu of a
mutilated, destroyed, lost or stolen Note shall be deemed to evidence the same
debt as the mutilated, destroyed, lost or stolen Note.

                                       9
<PAGE>   17
         "Surrender Certificate" means a certificate substantially in the form
set forth in Annex C.

         "TIA" means the Trust Indenture Act of 1939 (15 U.S.C. ss.ss.
77aaa-77bbbb) as in effect on the date on which this Indenture is qualified
under the TIA; provided, however, that in the event the Trust Indenture Act of
1939 is amended after such date, then "TIA" means, to the extent required by
such amendment, the Trust Indenture Act of 1939 as so amended.

         "Trading Day" means (i) if the Common Stock is quoted on the Nasdaq
National Market or any other system of automated dissemination of quotations of
securities prices, days on which trades may be effected through such system, or
(ii) if the Common Stock is listed or admitted for trading on the New York Stock
Exchange or any other national or regional securities exchange, days on which
such national or regional securities exchange is open for business, or (iii) if
the Common Stock is not listed on a national or regional securities exchange or
quoted on the Nasdaq National Market or any other system of automated
dissemination of quotation of securities prices, days on which the Common Stock
is traded regular way in the over-the-counter market and for which a closing bid
and a closing asked price for the Common Stock are available.

         "Trustee" means BNY Midwest Trust Company until a successor replaces
BNY Midwest Trust Company in accordance with the applicable provisions of this
Indenture and thereafter means the successor serving hereunder.

         "Unrestricted Notes Certificate" means a certificate substantially in
the form set forth in Annex B.

         "Voting Stock" of any Person as of any date means the Capital Stock of
such Person that is at the time entitled to vote in the election of the board of
directors of such Person.

Section 1.02.     Other Definitions.

<TABLE>
<CAPTION>
                                                                       Defined in
Term                                                                     Section
----                                                                     -------
<S>                                                                    <C>
"Arrangement Purchaser"..........................................         3.08
"Authentication Order"...........................................         2.02
"Change of Control Offer"........................................         11.01
"Constituent Person".............................................         10.11
</TABLE>

                                       10
<PAGE>   18
<TABLE>
<CAPTION>
                                                                       Defined in
Term                                                                     Section
----                                                                     -------
<S>                                                                    <C>
"Conversion Rate"................................................         10.01
"Event of Default"...............................................         6.01
"Non-Electing Share".............................................         10.11
"Note Register"..................................................         2.03
"Paying Agent"...................................................         2.03
"Payment Default"................................................         6.01
"Registrable Securities".........................................         4.12
"Registrar"......................................................         2.03
"Repurchase Date"................................................         11.03
"Repurchase Price"...............................................         11.01
"Restricted Global Note".........................................         2.01
"Rule 144A Information"..........................................         4.10
"Shelf Registration Statement"...................................         4.12
</TABLE>

Section 1.03.     Incorporation by Reference of Trust Indenture Act.

         Whenever this Indenture refers to a provision of the TIA, the provision
is incorporated by reference in and made a part of this Indenture.

         The following TIA terms used in this Indenture have the following
meanings:

         "indenture securities" means the Notes;

         "indenture security Holder" means a Holder of a Note;

         "indenture to be qualified" means this Indenture;

         "indenture trustee" or "institutional trustee" means the Trustee; and

                                       11
<PAGE>   19
         "obligor" on the Notes means the Company and any successor obligor upon
     the Notes.

         All other terms used in this Indenture that are defined by the TIA,
defined by TIA reference to another statute or defined by SEC rule under the TIA
have the meanings so assigned to them.

Section 1.04. Rules of Construction.

         Unless the context otherwise requires:

         (a) a term has the meaning assigned to it;

         (b) an accounting term not otherwise defined has the meaning assigned
to it in accordance with GAAP;

         (c) "or" is not exclusive;

         (d) words in the singular include the plural, and in the plural include
the singular;

         (e) provisions apply to successive events and transactions;

         (f) references to sections of or rules under the Securities Act shall
be deemed to include substitute, replacement of successor sections or rules
adopted by the Commission from time to time;

         (g) references to any statute, law, rule or regulation shall be deemed
to refer to the same as from time to time amended and in effect and to any
successor statute, law, rule or regulation; and

         (h) references to any contract, agreement or instrument shall mean the
same as amended, modified, supplemented or amended and restated from time to
time, in each case, in accordance with any applicable restrictions contained in
this Indenture.

                                    ARTICLE 2

                                    THE NOTES

Section 2.01. Form and Dating.

         The Notes, the Trustee's certificate of authentication and the
conversion notices shall be substantially in the form of Exhibit A hereto. The
Notes may have notations, legends or endorsements required by law, stock
exchange rule or usage. Each Note shall

                                       12
<PAGE>   20
be dated the date of its authentication. The Notes shall be in denominations of
$1,000 and integral multiples thereof.

         The terms and provisions contained in the Notes shall constitute, and
are hereby expressly made, a part of this Indenture and the Company and the
Trustee, by their execution and delivery of this Indenture, expressly agree to
such terms and provisions and to be bound thereby. However, to the extent any
provision of any Note conflicts with the express provisions of this Indenture,
the provisions of this Indenture shall govern and be controlling.

         Upon their original issuance, Notes issued as contemplated by the
Purchase Agreement to Qualified Institutional Buyers in reliance on Rule 144A
shall be issued in the form of one or more Global Notes in definitive, fully
registered form without interest coupons and bearing the Restricted Note Legend.
Such Global Note shall be registered in the name of DTC, as Depositary, or its
nominee and deposited with the Trustee, as custodian for DTC, for credit by DTC
to the respective accounts of beneficial owners of the Notes represented thereby
(or such other accounts as they may direct). Such Global Note, together with its
Successor Notes which are Global Notes, are collectively herein called the
"Restricted Global Note".

Section 2.02. Execution and Authentication.

         Two Officers shall sign the Notes for the Company by manual or
facsimile signature.

         If an Officer whose signature is on a Note no longer holds that office
at the time a Note is authenticated, the Note shall nevertheless be valid.

         A Note shall not be valid until authenticated by the manual signature
(which may be by facsimile) of the Trustee. The signature shall be conclusive
evidence that the Note has been authenticated under this Indenture.

         At any time and from time to time after the execution and delivery of
this Indenture, the Company may deliver Notes executed by the Company to the
Trustee for authentication; and the Trustee shall authenticate and deliver such
Notes upon a written order of the Company signed by an Officer of the Company
(an "Authentication Order"). Such Authentication Order shall specify the amount
of Notes to be authenticated and the date on which the Notes are to be
authenticated and whether the Notes are to be issued as one or more Global Notes
and such other information as the Company may include or the Trustee may
reasonably request. The aggregate principal amount of Notes that may be
outstanding under this Indenture at any time may not exceed $650,000,000 (or
$750,000,000 if the Purchasers exercise in full their over-allotment option
pursuant to the Purchase Agreement), except as provided in Section 2.08.

                                       13
<PAGE>   21

         The Trustee may appoint an authenticating agent acceptable to the
Company to authenticate Notes. An authenticating agent may authenticate Notes
whenever the Trustee may do so. Each reference in this Indenture to
authentication by the Trustee includes authentication by such agent. An
authenticating agent has the same rights as an Agent to deal with Holders or an
Affiliate of the Company.

Section 2.03.     Registrar; Conversion Agent; and Paying Agent.

         The Company shall maintain an office or agency where Notes may be
presented for registration of transfer or for exchange or conversion
("Registrar" and with respect to conversion, "Conversion Agent") and an office
or agency where Notes may be presented for payment ("Paying Agent"). The
Registrar shall keep a register of the Notes and of their transfer, exchange and
conversion (the register maintained in such office, the "Note Register"). The
Company may appoint one or more co-registrars or conversion agents and one or
more additional paying agents. The term "Registrar" includes any co-registrar,
the term "Conversion Agent" includes any co-conversion agent and the term
"Paying Agent" includes any additional paying agent. The Company may change any
Paying Agent, Registrar or Conversion Agent without notice to any Holder. The
Company shall promptly notify the Trustee in writing of the name and address of
any Agent not a party to this Indenture. If the Company fails to appoint or
maintain another entity as Registrar, Paying Agent or Conversion Agent, the
Trustee shall act as such. The Company or any of its Subsidiaries may act as
Paying Agent, Registrar or Conversion Agent.

         The Company initially appoints DTC to act as Depositary with respect to
the Global Notes.

         The Company initially appoints the Trustee to act as the Registrar,
Paying Agent and Conversion Agent and to act as custodian with respect to the
Global Notes.

Section 2.04.     Paying Agent to Hold Money in Trust.

         The Company shall require each Paying Agent other than the Trustee to
agree in writing that the Paying Agent shall hold in trust for the benefit of
Holders or the Trustee all money held by the Paying Agent for the payment of
principal, premium, if any, or interest on the Notes, and shall notify the
Trustee of any default by the Company in making any such payment. While any such
default continues, the Trustee may require a Paying Agent to pay all money held
by it to the Trustee. The Company at any time may require a Paying Agent to pay
all money held by it to the Trustee. Upon payment over to the Trustee, the
Paying Agent (if other than the Company or a Subsidiary) shall have no further
liability for the money. If the Company or a Subsidiary acts as Paying Agent, it
shall segregate and hold in a separate trust fund for the benefit of the Holders
all money held by it as Paying Agent. Upon any bankruptcy or reorganization
proceedings relating to the Company, the Trustee shall serve as Paying Agent for
the Notes.

                                       14
<PAGE>   22
Section 2.05.     Holder Lists.

         The Trustee shall preserve in as current a form as is reasonably
practicable the most recent list available to it of the names and addresses of
all Holders and shall otherwise comply with TIA ss. 312(a). If the Trustee is
not the Registrar, the Company shall furnish to the Trustee at least seven
Business Days before each interest payment date and at such other times as the
Trustee may request in writing, a list in such form and as of such date as the
Trustee may reasonably require of the names and addresses of the Holders of
Notes and the Company shall otherwise comply with TIA ss. 312(a).

Section 2.06.     Global Notes; Non-global Notes; Book-entry Provisions.

         (1) Global Notes

                  (i) Each Global Note authenticated under this Indenture shall
         be registered in the name of the Depositary designated by the Company
         for such Global Note or a nominee thereof and delivered to such
         Depositary or a nominee thereof or custodian therefor, and each such
         Global Note shall constitute a single Note for all purposes of this
         Indenture.

                  (ii) Except for exchanges of Global Notes for definitive,
         Non-global Notes at the sole discretion of the Company, no Global Note
         may be exchanged in whole or in part for Notes registered, and no
         transfer of a Global Note in whole or in part may be registered, in the
         name of any Person other than the Depositary for such Global Note or a
         nominee thereof unless (A) such Depositary (i) has notified the Company
         that it is unwilling or unable to continue as Depositary for such
         Global Note or (ii) has ceased to be a clearing agency registered as
         such under the Exchange Act or announces an intention permanently to
         cease business or does in fact do so or (B) there shall have occurred
         and be continuing an Event of Default with respect to such Global Note.
         In case of an event under clause (A) of the preceding sentence, if a
         successor Depositary for such Global Note is not appointed by the
         Company within 90 days after the Company receives such notice or
         becomes aware of such ineligibility, the Company will execute, and the
         Trustee, upon receipt of an Officers' Certificate directing the
         authentication and delivery of Notes, will authenticate and deliver,
         Notes, in any authorized denominations in an aggregate principal amount
         equal to the principal amount of such Global Note in exchange for such
         Global Note.

                  (iii) If any Global Note is to be exchanged for other Notes or
         canceled in whole, it shall be surrendered by or on behalf of the
         Depositary or its nominee to the Trustee, as Note Registrar, for
         exchange or cancellation, as provided in this Article 2. If any Global
         Note is to be exchanged for other Notes or canceled in part, or if
         another Note is to be exchanged in whole or in part for a beneficial
         interest in any Global Note, in each case, as provided in Section 2.07,
         then either (A) such Global

                                       15
<PAGE>   23
         Note shall be so surrendered for exchange or cancellation, as provided
         in this Article 2, or (B) the principal amount thereof shall be reduced
         or increased by an amount equal to the portion thereof to be so
         exchanged or canceled, or equal to the principal amount of such other
         Note to be so exchanged for a beneficial interest therein, as the case
         may be, by means of an appropriate adjustment made on the records of
         the Trustee, as Registrar, whereupon the Trustee, in accordance with
         the Applicable Procedures, shall instruct the Depositary or its
         authorized representative to make a corresponding adjustment to its
         records. Upon any such surrender or adjustment of a Global Note, the
         Trustee shall, subject to Section 2.07(3) and as otherwise provided in
         this Article 2, authenticate and deliver any Notes issuable in exchange
         for such Global Note (or any portion thereof) to or upon the order of,
         and registered in such names as may be directed by, the Depositary or
         its authorized representative. Upon the request of the Trustee in
         connection with the occurrence of any of the events specified in the
         preceding paragraph, the Company shall promptly make available to the
         Trustee a reasonable supply of Notes that are not in the form of Global
         Notes. The Trustee shall be entitled to rely upon any order, direction
         or request of the Depositary or its authorized representative which is
         given or made pursuant to this Article 2 if such order, direction or
         request is given or made in accordance with the Applicable Procedures.

                  (iv) Every Note authenticated and delivered upon registration
         of transfer of, or in exchange for or in lieu of, a Global Note or any
         portion thereof, whether pursuant to this Article 2 or otherwise, shall
         be authenticated and delivered in the form of, and shall be, a
         registered Global Note, unless such Note is registered in the name of a
         Person other than the Depositary for such Global Note or a nominee
         thereof, in which case such Note shall be authenticated and delivered
         in definitive, fully registered form, without interest coupons.

                  (v) The Depositary or its nominee, as registered owner of a
         Global Note, shall be the Holder of such Global Note for all purposes
         under the Indenture and the Notes, and owners of beneficial interests
         in a Global Note shall hold such interests pursuant to the Applicable
         Procedures. Accordingly, any such owner's beneficial interest in a
         Global Note will be shown only on, and the transfer of such interest
         shall be effected only through, records maintained by the Depositary or
         its nominee or its Agent Members and such owners of beneficial
         interests in a Global Note will not be considered the owners or holders
         thereof.

         (2) Non-global Notes. Notes issued upon the events described in Section
2.06(1)(ii) shall be in definitive, fully registered form, without interest
coupons, and shall bear the Restricted Notes Legend if and as required by this
Indenture.

                                       16
<PAGE>   24
Section 2.07.     Registration; Registration of Transfer and Exchange;
                  Restrictions on Transfer.

         (1) Upon surrender for registration of transfer of any Note at an
office or agency of the Company designated pursuant to Section 2.03 for such
purpose, the Company shall execute, and the Trustee shall authenticate and
deliver, in the name of the designated transferee or transferees, one or more
new Notes of any authorized denominations and of a like aggregate principal
amount and bearing such restrictive legends as may be required by this
Indenture.

         At the option of the Holder, and subject to the other provisions of
this Section 2.07, Notes may be exchanged for other Notes of any authorized
denomination and of a like aggregate principal amount, upon surrender of the
Notes to be exchanged at any such office or agency. Whenever any Notes are so
surrendered for exchange, and subject to the other provisions of this Section
2.07, the Company shall execute, and the Trustee shall authenticate and deliver,
the Notes which the Holder making the exchange is entitled to receive. Every
Note presented or surrendered for registration of transfer or for exchange shall
(if so required by the Company or the Registrar) be duly endorsed, or be
accompanied by a written instrument of transfer in form satisfactory to the
Company, the Trustee and the Registrar duly executed, by the Holder thereof or
his attorney duly authorized in writing.

         All Notes issued upon any registration of transfer or exchange of Notes
shall be the legal, valid and binding obligations of the Company, evidencing the
same debt and entitled to the same benefits under this Indenture as the Notes
surrendered upon such registration of transfer or exchange.

         No service charge shall be made to a Holder for any registration of
transfer or exchange of Notes except as provided in Section 2.08, 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 Notes, other than exchanges pursuant to Section 2.06,
9.05, 10.02 or 11.03 (other than where the shares of Common Stock are to be
issued or delivered in a name other than that of the Holder of the Note) not
involving any transfer and other than any stamp and other duties, if any, which
may be imposed in connection with any such transfer or exchange by the United
States or any political subdivision thereof or therein, which shall be paid by
the Company.

         In the event of a redemption of the Notes, neither the Company nor the
Registrar will be required (a) to register the transfer of or exchange Notes for
a period of 15 days immediately preceding the date notice is given identifying
the serial numbers of the Notes called for such redemption or (b) to register
the transfer of or exchange any Note, or portion thereof, called for redemption.

                                       17
<PAGE>   25
         (2) Certain Transfers and Exchanges. Notwithstanding any other
provision of this Indenture or the Notes, transfers and exchanges of Notes and
beneficial interests in a Global Note of the kinds specified in this Section
2.07(2) shall be made only in accordance with this Section 2.07(2).

                  (i) Restricted Global Note to Restricted Non-global Note. In
         the event that Non-global Notes are to be issued pursuant to Section
         2.06(1)(ii) in connection with any transfer of Notes, such transfer may
         be effected only in accordance with the provisions of this Clause
         (2)(i) and subject to the Applicable Procedures. Upon receipt by the
         Trustee, as Registrar, of (A) an Authentication Order from the Company
         directing the Trustee, as Registrar, to (x) authenticate and deliver
         one or more Notes of the same aggregate principal amount as the
         beneficial interest in the Restricted Global Note to be transferred,
         such instructions to contain the name or names of the designated
         transferee or transferees, the authorized denomination or denominations
         of the Notes to be so issued and appropriate delivery instructions and
         (y) decrease the beneficial interest of a specified Agent Member's
         account in a Restricted Global Note by a specified principal amount not
         greater than the principal amount of such Restricted Global Note, and
         (B) such other certifications, legal opinions or other information as
         the Company or the Trustee may reasonably require to confirm that such
         transfer is being made pursuant to an exemption from, or in a
         transaction not subject to, the registration requirements of the
         Securities Act, then the Trustee, as Registrar, shall decrease the
         principal amount of the Restricted Global Note by the specified amount
         and authenticate and deliver Notes in accordance with such instructions
         from the Company as provided in Section 2.06(1)(iii).

                  (ii) Restricted Non-global Note to Restricted Global Note. If
         the Holder of a Restricted Non-global Note wishes at any time to
         transfer all or any portion of such Restricted Non-global Note to a
         Person who wishes to take delivery thereof in the form of a beneficial
         interest in the Restricted Global Note, such transfer may be effected
         only in accordance with the provisions of this Clause (2)(ii) and
         subject to the Applicable Procedures. Upon receipt by the Trustee, as
         Registrar, of (A) such Restricted Non-global Note as provided in
         Section 2.07(1) and written instructions from the Company directing
         that a beneficial interest in the Restricted Global Note in a specified
         principal amount not greater than the principal amount of such
         Restricted Non-global Note be credited to a specified Agent Member's
         account and (B) a Restricted Notes Certificate, satisfactory to the
         Trustee and duly executed by such Holder or his attorney duly
         authorized in writing, then the Trustee, as Registrar, shall cancel
         such Restricted Non-global Note (and issue a new Restricted Non-global
         Note in respect of any untransferred portion thereof) as provided in
         Section 2.07(1) and increase the principal amount of the Restricted
         Global Note by the specified principal amount as provided in Section
         2.06(1)(iii).

                                       18
<PAGE>   26
                  (iii) Exchanges Between Global Note and Non-global Note. A
         beneficial interest in a Global Note may be exchanged for a Non-global
         Note only as provided in Section 2.07 or only if such exchange occurs
         in connection with a transfer effected in accordance with Clause 2(i)
         above, provided that, if such interest is a beneficial interest in the
         Restricted Global Note, then such interest shall be exchanged for a
         Restricted Non-global Note (subject in each case to Section 2.07(3)). A
         Restricted Non-global Note may be exchanged for a beneficial interest
         in a Global Note only if such exchange occurs in connection with a
         transfer effected in accordance with Clause (2)(ii) above.

         (3) Securities Act Legends. All Notes issued pursuant to this
Indenture, and all Successor Notes, shall bear the Restricted Notes Legend,
subject to the following:

                  (i) subject to the following Clauses of this Section 2.07(3),
         a Note or any portion thereof which is exchanged, upon transfer or
         otherwise, for a Global Note or any portion thereof shall bear the
         Restricted Notes Legend borne by such Global Note for which the Note
         was exchanged;

                  (ii) subject to the following Clauses of this Section 2.07(3),
         a new Note which is not a Global Note and is issued in exchange for
         another Note (including a Global Note) or any portion thereof, upon
         transfer or otherwise, shall bear the Restricted Notes Legend borne by
         the Note for which the new Note was exchanged;

                  (iii) any Notes which are sold or otherwise disposed of
         pursuant to an effective registration statement under the Securities
         Act (including the Shelf Registration Statement), together with their
         Successor Notes shall not bear a Restricted Notes Legend; the Company
         shall inform the Trustee in writing of the effective date of any such
         registration statement registering the Notes under the Securities Act
         and shall notify the Trustee at any time when prospectuses must be
         delivered with respect to Notes to be sold pursuant to such
         registration statement. The Trustee shall not be liable for any action
         taken or omitted to be taken by it in good faith in accordance with the
         aforementioned registration statement;

                  (iv) at any time after the Notes may be freely transferred
         without registration under the Securities Act or without being subject
         to transfer restrictions pursuant to the Securities Act, a new Note
         which does not bear a Restricted Notes Legend may be issued in exchange
         for or in lieu of a Note (other than a Global Note) or any portion
         thereof which bears such a legend if the Trustee has received an
         Unrestricted Notes Certificate, satisfactory to the Trustee and duly
         executed by the Holder of such Note bearing a Restricted Notes Legend
         or his attorney duly authorized in writing, and after such date and
         receipt of such certificate, the Trustee shall authenticate and deliver
         such new Note in exchange for or in lieu of such other Note as provided
         in this Article 2;

                                       19
<PAGE>   27
                  (v) a new Note which does not bear a Restricted Notes Legend
         may be issued in exchange for or in lieu of a Note or any portion
         thereof which bears such a legend if, in the Company's judgment,
         placing such a legend upon such new Note is not necessary to ensure
         compliance with the registration requirements of the Securities Act,
         and the Trustee, at the direction of the Company, shall authenticate
         and deliver such a new Note as provided in this Article 2; and

                  (vi) notwithstanding the foregoing provisions of this Section
         2.07(3), a Successor Note of a Note that does not bear a Restricted
         Notes Legend shall not bear such legend unless the Company has
         reasonable cause to believe that such Successor Note is a "restricted
         security" within the meaning of Rule 144, in which case the Trustee, at
         the direction of the Company, shall authenticate and deliver a new Note
         bearing a Restricted Notes Legend in exchange for such Successor Note
         as provided in this Article 2.

         (4) Any stock certificate representing shares of Common Stock issued
upon conversion of the Notes shall bear a legend substantially in the form of
the Restricted Notes Legend borne by such Notes, to the extent required by this
Indenture, unless such shares of Common Stock have been sold pursuant to a
registration statement that has been declared effective under the Securities Act
(and which continues to be effective at the time of such transfer) or sold
pursuant to Rule 144(k) of the Securities Act, or unless otherwise agreed by the
Company in writing with written notice thereof to the transfer agent for the
Common Stock. With respect to the transfer of shares of Common Stock issued upon
conversion of the Notes that are restricted hereunder, any deliveries of
certificates, legal opinions or other instruments that would be required to be
made to the Registrar in the case of a transfer of Notes, as described above,
shall instead be made to the transfer agent for the Common Stock.

         (5) Neither the Trustee, the Paying Agent nor any of their agents shall
(i) have any duty to monitor compliance with or with respect to any federal or
state or other securities or tax laws or (ii) have any duty to obtain
documentation on any transfers or exchanges other than as specifically required
hereunder.

Section 2.08.     Replacement Notes.

         If any mutilated Note is surrendered to the Trustee or the Company and
the Trustee receives evidence to its satisfaction of the destruction, loss or
theft of any Note, the Company shall issue and the Trustee, upon receipt of an
Authentication Order, shall authenticate a replacement Note if the Trustee's
requirements are met. If required by the Trustee or the Company, an indemnity
bond must be supplied by the Holder that is sufficient in the judgment of the
Trustee and the Company to protect the Company, the Trustee, any Agent and any
authenticating agent from any loss that any of them may

                                       20
<PAGE>   28
suffer if a Note is replaced. The Company and the Trustee may charge for their
expenses in replacing a Note.

         Every replacement Note is an additional legally binding obligation of
the Company and shall be entitled to all of the benefits of this Indenture
equally and proportionately with all other Notes duly issued hereunder.

Section 2.09.     Outstanding Notes.

         The Notes outstanding at any time are all the Notes authenticated by
the Trustee except for those canceled by it, those delivered to it for
cancellation, those reductions in the interest in a Global Note effected by the
Trustee in accordance with the provisions of this Indenture, and those described
in this Section as not outstanding. Except as set forth in Section 2.10, a Note
does not cease to be outstanding because either of the Company or an Affiliate
of the Company holds the Note.

         If a Note is replaced pursuant to Section 2.08, it ceases to be
outstanding unless the Trustee receives proof satisfactory to it that the
replaced Note is held by a bona fide purchaser.

         If the principal amount of any Note is considered paid under Section
4.01, it ceases to be outstanding and interest on it ceases to accrue.

         If the Paying Agent (other than the Company, a Subsidiary or an
Affiliate of any thereof) holds, on a Redemption Date, Repurchase Date or
maturity date, money, or in the case of a repurchase and subject to the
conditions set forth in Article 11, shares of Common Stock, sufficient to pay
Notes payable on that date, then on and after that date such Notes shall be
deemed to be no longer outstanding and shall cease to accrue interest.

         If a Note is converted into Common Stock pursuant to Article 10, it
ceases to be outstanding and interest on it ceases to accrue on the day of
surrender of such Note or Conversion.

Section 2.10.     Treasury Notes.

         In determining whether the Holders of the required principal amount of
Notes have concurred in any direction, waiver or consent, or whether the Holders
of the requisite principal amount of outstanding Notes are present at a meeting
of Holders of Notes for quorum purposes, Notes owned by the Company, or by any
Person directly or indirectly controlling or controlled by or under direct or
indirect common control with the Company, shall be considered as though not
outstanding, except that for the purposes of determining whether the Trustee
shall be protected in relying on any such direction, waiver or consent, or any
such determination as to the presence of a quorum, only Notes that a Responsible
Officer of the Trustee knows are so owned shall be so disregarded.

                                       21
<PAGE>   29
Section 2.11.     Temporary Notes.

         Until certificates representing Notes are ready for delivery, the
Company may prepare and the Trustee, upon receipt of an Authentication Order,
shall authenticate temporary Notes. Temporary Notes shall be substantially in
the form of certificated Notes but may have variations that the Company
considers appropriate for temporary Notes and as shall be reasonably acceptable
to the Trustee. Without unreasonable delay, the Company shall prepare and the
Trustee shall authenticate definitive Notes in exchange for temporary Notes.

         Holders of temporary Notes shall be entitled to all of the benefits of
this Indenture.

Section 2.12.     Cancellation.

         The Company at any time may deliver Notes to the Trustee for
cancellation. The Registrar, Conversion Agent and Paying Agent shall forward to
the Trustee any Notes surrendered to them for registration of transfer,
exchange, conversion or payment. The Trustee and no one else shall cancel all
Notes surrendered for registration of transfer, exchange, conversion, payment,
replacement or cancellation and shall dispose of such canceled Notes in its
customary manner. The Company may not issue new Notes to replace Notes that they
have paid or that have been delivered to the Trustee for cancellation.

Section 2.13.     Defaulted Interest.

         If the Company defaults in a payment of interest on the Notes, it shall
pay the defaulted interest in any lawful manner plus, to the extent lawful,
interest payable on the defaulted interest, to the Persons who are Holders on a
subsequent special record date, in each case at the rate provided in the Notes
and in Section 4.01. The Company shall notify the Trustee in writing of the
amount of defaulted interest proposed to be paid on each Note and the date of
the proposed payment. The Company shall fix or cause to be fixed each such
special record date and payment date; provided that no such special record date
shall be less than 10 days prior to the related payment date for such defaulted
interest. At least 15 days before the special record date, the Company (or, upon
the written request of the Company, the Trustee in the name and at the expense
of the Company) shall mail or cause to be mailed to Holders a notice that states
the special record date, the related payment date and the amount of such
interest to be paid.

Section 2.14.     Computation of Interest.

         Interest on the Notes (including any Liquidated Damages) shall be
computed on the basis of a 360-day year of twelve 30-day months.

                                       22
<PAGE>   30
Section 2.15.     CUSIP Numbers.

         The Company in issuing the Notes may use "CUSIP" numbers (if then
generally in use), and, if so, the Trustee shall use "CUSIP" numbers in notices
of redemption 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 in the Notes or as contained in any notice of a redemption and
that reliance may be placed only on the other identification numbers printed on
the Notes, and any such redemption shall not be affected by any defect in or
omission of such numbers. The Company will promptly notify the Trustee of any
change in the "CUSIP" numbers.

                                   ARTICLE 3

                            REDEMPTION AND PREPAYMENT

Section 3.01.     Notices to Trustee.

         If the Company elects to redeem Notes pursuant to the optional
redemption provisions of Section 3.07, it shall furnish to the Trustee, at least
30 days but not more than 60 days before a Redemption Date, an Officers'
Certificate setting forth (i) the clause of this Indenture pursuant to which the
redemption shall occur, (ii) the Redemption Date, (iii) the principal amount of
Notes to be redeemed and (iv) the Redemption Price.

Section 3.02.     Selection of Notes to Be Redeemed.

         If less than all of the Notes are to be redeemed or purchased in an
offer to purchase at any time, the Trustee shall select the Notes to be redeemed
or purchased among the Holders of the Notes in compliance with the requirements
of the principal national securities exchange, if any, on which the Notes are
listed or, if the Notes are not so listed, on a pro rata basis, by lot or in
accordance with any other method the Trustee considers fair and appropriate. In
the event of partial redemption by lot, the particular Notes to be redeemed
shall be selected, unless otherwise provided herein, not less than 30 nor more
than 60 days prior to the Redemption Date by the Trustee from the outstanding
Notes not previously called for redemption. If any Note selected for partial
redemption is converted in part before termination of the conversion right with
respect to the portion of the Note so selected, the converted portion of such
Note shall be deemed (so far as may be) to be the portion selected for
redemption. Notes which have been converted during a selection of Notes to be
redeemed may be treated by the Trustee as outstanding for the purpose of such
selection.

         The Trustee shall promptly notify the Company in writing of the Notes
selected for redemption and, in the case of any Note selected for partial
redemption, the principal

                                       23
<PAGE>   31
amount thereof to be redeemed. Notes and portions of Notes selected shall be in
amounts of $1,000 or whole multiples of $1,000; except that if all of the Notes
of a Holder are to be redeemed, the entire outstanding amount of Notes held by
such Holder, even if not a multiple of $1,000, shall be redeemed. Except as
provided in the preceding sentence, provisions of this Indenture that apply to
Notes called for redemption also apply to portions of Notes called for
redemption.

Section 3.03.     Notice of Redemption.

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

         The notice shall identify the Notes (including applicable CUSIP
numbers) to be redeemed and shall state:

         (a) the Redemption Date;

         (b) the Redemption Price;

         (c) if any Note is being redeemed in part, the portion of the principal
amount of such Note to be redeemed and that, after the Redemption Date upon
surrender of such Note, a new Note or Notes in principal amount equal to the
unredeemed portion shall be issued upon cancellation of the original Note;

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

         (e) that Notes called for redemption must be surrendered to the Paying
Agent to collect the Redemption Price;

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

         (g) the paragraph of the Notes and/or Section of this Indenture
pursuant to which the Notes called for redemption are being redeemed;

         (h) that no representation is made as to the correctness or accuracy of
the CUSIP number, if any, listed in such notice or printed on the Notes; and

         (i) the Conversion Rate, the date on which the right to convert the
Notes to be redeemed will terminate and the places where Notes may be
surrendered for conversion or the procedures for surrendering Notes.

                                       24
<PAGE>   32
         At the Company's request, the Trustee shall give the notice of
redemption in the Company's name and at its expense; provided, however, that the
Company shall have delivered to the Trustee, at least 45 days prior to the
Redemption Date, an Officers' Certificate requesting that the Trustee give such
notice and setting forth the information to be stated in such notice as provided
in the preceding paragraph.

Section 3.04.     Effect of Notice of Redemption.

         Once notice of redemption is mailed in accordance with Section 3.03,
Notes called for redemption become irrevocably due and payable on the Redemption
Date at the Redemption Price. A notice of redemption may not be conditional.

Section 3.05.     Deposit of Redemption Price.

         At or prior to 10:00 a.m., New York City time, on the Redemption Date,
the Company shall deposit with the Trustee or with the Paying Agent money
sufficient to pay the Redemption Price of and accrued interest on all Notes to
be redeemed on that date. The Trustee or the Paying Agent shall promptly return
to the Company any money deposited with the Trustee or the Paying Agent by the
Company in excess of the amounts, including but not limited to any amounts in
respect of Notes that are converted (subject to Section 10.02), necessary to pay
the Redemption Price of, and accrued interest on, all Notes to be redeemed.

         If the Company complies with the provisions of the preceding paragraph,
on and after the Redemption Date, interest shall cease to accrue on the Notes or
the portions of Notes called for redemption. If a Note is redeemed on or after a
Regular Record Date but on or prior to the related Interest Payment Date, then
any accrued and unpaid interest shall be paid to the Person in whose name such
Note was registered at the close of business on such Regular Record Date. If any
Note called for redemption shall not be so paid upon surrender for redemption
because of the failure of the Company to comply with the preceding paragraph,
interest shall be paid on the unpaid principal, from the Redemption Date and
such Note shall remain convertible until such principal is paid, and to the
extent lawful on any interest not paid on such unpaid principal, in each case at
the rate provided in the Notes and in Section 4.01.

Section 3.06.     Notes Redeemed in Part.

         Upon surrender of a Note that is redeemed in part, the Company shall
issue and, upon the Company's written request, the Trustee shall authenticate
for the Holder at the expense of the Company a new Note equal in principal
amount to the unredeemed portion of the Note surrendered.

                                       25
<PAGE>   33
Section 3.07.     Optional Redemption.

         (a) The Company shall not have the option to redeem the Notes pursuant
to this Section 3.07 prior to October 15, 2003. Thereafter, the Company shall
have the option to redeem the Notes, in whole or in part, in cash upon not less
than 30 nor more than 60 days' notice, at the Redemption Prices (expressed as
percentages of principal amount) set forth below plus accrued and unpaid
interest thereon, if any, to the applicable Redemption Date, if redeemed during
the twelve-month period beginning on October 15 of the years indicated below:

<TABLE>
<CAPTION>
                             Year                                     Percentage
                             ----                                     ----------
<S>                                                                   <C>
                    2003                                               102.30%
                    2004                                               101.15%
                    2005 and thereafter                                100.00%
</TABLE>

         (b) Any redemption pursuant to this Section 3.07 shall be made pursuant
to the provisions of Section 3.01 through 3.06.

Section 3.08.     Conversion Arrangement on Call for Redemption.

         In connection with any redemption of Notes, the Company may arrange for
the purchase and conversion of any Notes by an agreement with one or more
investment bank or other purchasers (the "Arrangement Purchasers") to purchase
such securities by paying to the Trustee in trust for the Holders, on or before
the Redemption Date an amount not less than the applicable Redemption Price,
together with interest accrued to the Redemption Date of such Notes.
Notwithstanding anything to the contrary contained in this Article 3, the
obligation of the Company to pay the Redemption Price, together with the
interest accrued to the Redemption Date, shall be deemed to be satisfied and
discharged to the extent such amount is so paid by such Arrangement Purchasers.
If such an agreement is entered into (a copy of which shall be filed with the
Trustee prior to the close of business on the Business Day immediately prior to
the Redemption Date), any Notes called for redemption that are not duly
surrendered for conversion by the Holders thereof may, at the option of the
Company, be deemed, to the fullest extent permitted by law and consistent with
any agreement or agreements with such Arrangement Purchasers, to be acquired by
such Arrangement Purchasers from such Holders and (notwithstanding anything to
the contrary contained in Article 10) surrendered by such Arrangement Purchasers
for conversion, all as of immediately prior to the close of business on the
Redemption Date (and the right to convert any such Notes shall be extended
through such time), subject to payment of the above amount as aforesaid. At the
direction of the Company, the Trustee shall hold and dispose of any such amount
paid to it by the Arrangement Purchasers to the Holders in the same manner as it
would monies deposited

                                       26
<PAGE>   34
with it by the Company for the redemption of Notes. Without the Trustee's prior
written consent, no arrangement between the Company and such Arrangement
Purchasers for the purchase and conversion of any Notes shall increase or
otherwise affect any of the powers, duties, responsibilities or obligations of
the Trustee as set forth in this Indenture, and the Company agrees to indemnify
the Trustee from, and hold it harmless against, any loss, liability or expense
arising out of or in connection with any such arrangement for the purchase and
conversion of any Notes between the Company and such Arrangement Purchasers,
including the costs and expenses, including reasonable legal fees, incurred by
the Trustee in the defense of any claim or liability arising out of or in
connection with the exercise or performance of any of its powers, duties,
responsibilities or obligations under this Indenture.

Section 3.09.     Mandatory Redemption.

         Except as otherwise provided in Article 11, the Company shall not be
required to make mandatory redemption payments with respect to the Notes.

                                   ARTICLE 4

                                    COVENANTS

Section 4.01.     Payment of Notes.

         The Company shall pay or cause to be paid the principal, premium, if
any, and interest on the Notes on the dates and in the manner provided in the
Notes. Principal, premium, if any, and interest shall be considered paid on the
date due if the Paying Agent, if other than the Company or a Subsidiary thereof,
holds as of 10:00 a.m. New York City time on the due date money deposited by the
Company in immediately available funds and designated for and sufficient to pay
all principal, premium, if any, and interest then due. The Company shall pay all
Liquidated Damages, if any, in the same manner on the dates and in the amounts
set forth in the Registration Rights Agreement.

         The Company shall pay interest (including post-petition interest in any
proceeding under any Bankruptcy Law) on overdue principal at the rate equal to
1% per annum in excess of the then applicable interest rate on the Notes to the
extent lawful; the Company shall pay interest (including post-petition interest
in any proceeding under any Bankruptcy Law) on overdue installments of interest
(without regard to any applicable grace period) at the same rate to the extent
lawful.

                                       27
<PAGE>   35
Section 4.02.     Maintenance of Office or Agency.

         The Company shall maintain in the Borough of Manhattan, The City of New
York, an office or agency (which may be an office of the Trustee or an affiliate
of the Trustee, Registrar or co-registrar) where Notes may be surrendered for
conversion, redemption, repurchase, registration of transfer or for exchange and
where notices and demands to or upon the Company in respect of the Notes and
this Indenture may be served. The Company shall 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.

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

         The Company hereby designates The Bank of New York, an affiliate of the
Trustee, as one such office or agency of the Company in accordance with Section
2.03.

Section 4.03.     Reports.

         After this Indenture has been qualified under the TIA, the Company
shall file with the Trustee and the Commission, and transmit to Holders, such
information, documents and other reports, and such summaries thereof, as may be
required pursuant to the TIA at the times and in the manner provided pursuant to
the TIA; provided that any such information, documents or reports required to be
filed with the Commission pursuant to Section 13 or 15(d) of the Exchange Act
shall be filed with the trustee within 15 days after the same is so required to
be filed with the Commission.

         Delivery of such reports, information and documents to the Trustee is
for informational purposes only and the Trustee's receipt of such shall not
constitute constructive notice of any information contained therein or
determinable from information contained therein, including the Company's
compliance with any of its covenants hereunder (as to which the Trustee is
entitled to rely exclusively on Officers' Certificates).

                                       28
<PAGE>   36
Section 4.04.     Compliance Certificate.

         (a) The Company shall deliver to the Trustee, within 90 days after the
end of each fiscal year, an Officers' Certificate stating that a review of the
activities of the Company and its Subsidiaries during the preceding fiscal year
have been made under the supervision of the signing Officers with a view to
determining whether the Company has kept, observed, performed and fulfilled its
obligations under this Indenture, and further stating, as to each such Officer
signing such certificate, that to the best of his or her knowledge the Company
has kept, observed, performed and fulfilled each and every covenant contained in
this Indenture and is not in default in the performance or observance of any of
the terms, provisions and conditions of this Indenture (or, if a Default or
Event of Default shall have occurred, describing all such Defaults or Events of
Default of which he or she may have knowledge and what action the Company is
taking or proposes to take with respect thereto) and that to the best of his or
her knowledge no event has occurred and remains in existence by reason of which
payments on account of the principal of or interest, if any, on the Notes is
prohibited or if such event has occurred, a description of the event and what
action the Company is taking or proposes to take with respect thereto.

         (b) The Company shall, so long as any of the Notes are outstanding,
deliver to the Trustee, forthwith upon any Officer becoming aware of any Default
or Event of Default, an Officers' Certificate specifying such Default or Event
of Default and what action the Company is taking or proposes to take with
respect thereto.

Section 4.05.     Taxes.

         The Company shall pay, and shall cause each of its Subsidiaries to pay,
prior to delinquency, all material taxes, assessments, and governmental levies
except such as are contested in good faith and by appropriate proceedings or
where the failure to effect such payment is not adverse in any material respect
to the Holders of the Notes.

Section 4.06.     Stay, Extension and Usury Laws.

         The Company covenants (to the extent that it may lawfully do so) that
it shall not at any time insist upon, 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, that may affect the covenants or
the performance of this Indenture; and the Company (to the extent that it may
lawfully do so) hereby expressly waives all benefit or advantage of any such
law, and covenants that it shall not, by resort to any such law, hinder, delay
or impede the execution of any power herein granted to the Trustee, but shall
suffer and permit the execution of every such power as though no such law has
been enacted.

                                       29
<PAGE>   37
Section 4.07.     Corporate Existence.

         Subject to Article 5, the Company shall do or cause to be done all
things necessary to preserve and keep in full force and effect (i) its corporate
existence, and the corporate, partnership or other existence of each of its
Significant Subsidiaries, in accordance with the respective organizational
documents (as the same may be amended from time to time) of the Company or any
such Significant Subsidiary and (ii) the rights (charter and statutory),
licenses and franchises of the Company and its Significant Subsidiaries;
provided, however, that the Company shall not be required to preserve any such
right, license or franchise, or the corporate, partnership or other existence of
any of its Significant Subsidiaries, if the Board of Directors of the Company
shall determine that the preservation thereof is no longer desirable in the
conduct of the business of the Company and its Significant Subsidiaries, taken
as a whole, and that the loss thereof is not adverse in any material respect to
the Holders of the Notes.

Section 4.08.     Payments for Consent.

         The Company shall not, and shall not permit any of its Subsidiaries to,
directly or indirectly, pay or cause to be paid any consideration to or for the
benefit of any Holder of Notes for or as an inducement to any consent, waiver or
amendment of any of the terms or provisions of this Indenture or the Notes
unless such consideration is offered to be paid and is paid to all Holders of
the Notes that consent, waive or agree to amend in the time frame set forth in
the solicitation documents relating to such consent, waiver or agreement.

Section 4.09.     Registration and Listing.

         The Company (i) will effect all registrations with, and obtain all
approvals by, all governmental authorities that may be necessary under any
United States Federal or state law (including the Securities Act, the Exchange
Act and state securities and Blue Sky laws) before the shares of Common Stock
issuable upon conversion of Notes are issued and delivered, and qualified or
listed as contemplated by clause (ii); and (ii) will qualify the shares of
Common Stock required to be issued and delivered upon conversion of Notes, prior
to such issuance or delivery, for quotation on the Nasdaq National Market or, if
the Common Stock is not then quoted on the Nasdaq National Market, list the
Common Stock on each national securities exchange or quotation system on which
outstanding Common Stock is listed or quoted at the time of such delivery (it
being understood that the Company shall not be required to register the Notes
under the Securities Act or qualify for quotation or list the shares of Common
Stock, except pursuant to the Registration Rights Agreement referred to in
Section 4.12).

         Nothing in this Section will limit the application of Section 4.12.

                                       30
<PAGE>   38
Section 4.10.     Delivery of Certain Information.

         At any time when the Company is not subject to Section 13 or 15(d) of
the Exchange Act, upon the request of a Holder of a Restricted Note or the
holder of shares of Common Stock issued upon conversion thereof, the Company
will promptly furnish or cause to be furnished Rule 144A Information (as defined
below) to such Holder of Restricted Notes or such holder of shares of Common
Stock issued upon conversion of Restricted Notes, or to a prospective purchaser
of any such security designated by any such Holder or holder, as the case may
be, to the extent required to permit compliance by such Holder or holder with
Rule 144A under the Securities Act (or any successor provision thereto) in
connection with the resale of any such security; provided, however, that the
Company shall not be required to furnish such information in connection with any
request made on or after the date which is two years from the later of (i) the
date such a security (or any such predecessor security) was last acquired from
the Company or (ii) the date such a security (or any such predecessor security)
was last acquired from an "affiliate" of the Company within the meaning of Rule
144 under the Securities Act (or any successor provision thereto). "Rule 144A
Information" shall be such information as is specified pursuant to Rule
144A(d)(4) under the Securities Act (or any successor provision thereto).

Section 4.11.     Resale of Certain Notes.

         During the period beginning on the last date of original issuance of
the Notes and ending on the date that is two years from such date (or such
shortened period under Rule 144(k) under the Securities Act or any successor
rule), the Company will not, and will not permit any of its Subsidiaries or
other "affiliates" (as defined under Rule 144 under the Securities Act or any
successor provision thereto) to, resell (i) any Notes which constitute
"restricted securities" under Rule 144 or (ii) any securities into which the
Notes have been converted under this Indenture which constitute "restricted
securities" under Rule 144, that in either case have been reacquired by any of
them. The Trustee shall have no responsibility in respect of the Company's
performance of its agreement in the preceding sentence.

Section 4.12.     Registration Rights.

         The Company agrees that the Holders from time to time of Registrable
Securities (as defined below) are entitled to the benefits of the Registration
Rights Agreement. The provisions of Section 7 of the Registration Rights
Agreement are incorporated herein by reference.

         Whenever in this Indenture there is mentioned, in any context, the
payment of the principal of, premium, if any, or interest on, or in respect of,
any Note, such mention shall be deemed to include mention of the payment of
"Liquidated Damages" (which is

                                       31
<PAGE>   39
defined herein as defined in the Registration Rights Agreement) provided for in
this Section to the extent that, in such context, Liquidated Damages are, were
or would be payable in respect thereof pursuant to the provisions of this
Section and express mention of the payment of Liquidated Damages (if applicable)
in any provisions hereof shall not be construed as excluding Liquidated Damages
in those provisions hereof where such express mention is not made.

         If a Note, or the shares of Common Stock issuable upon conversion of a
Note, constitutes Registrable Securities (which is defined herein as defined in
the Registration Rights Agreement), and the Holder thereof elects to sell such
Registrable Securities pursuant to the Shelf Registration Statement (which is
defined herein as defined in the Registration Right Agreement) then, by its
acceptance thereof, the Holder of such Registrable Securities will have agreed
to be bound by the terms of the Registration Rights Agreement relating to the
Registrable Securities which are the subject of such election.

         For the purposes of the Registration Rights Agreement, the term
"Holder" includes any Person that has a beneficial interest in any Restricted
Global Note or any beneficial interest in a global security representing shares
of Common Stock issuable upon conversion of a Note.

         If Liquidated Damages are payable under the Registration Rights
Agreement, the Company shall deliver to the Trustee a certificate to that effect
stating (i) the amount of Liquidated Damages that is payable and (ii) the date
on which Liquidated Damages are payable. Unless and until a Responsible Officer
of the Trustee receives at the Corporate Trust Office such a certificate, the
Trustee may assume without inquiry that no Liquidated Damages are payable. If
Liquidated Damages have been paid by the Company directly to the persons
entitled to them, the Company shall deliver to the Trustee a certificate setting
forth the particulars of such payment.

         The provisions of this Section 4.12 shall survive any conversion of
Notes into shares of Common Stock pursuant to Article 10 hereof until such time
as the Company has satisfied its obligations under the Registration Rights
Agreement, and may be enforced by the holder of shares of Common Stock issued
upon conversion of the Notes.

Section 4.13.     Waiver of Certain Covenants.

         The Company may omit in any particular instance to comply with any
covenant or condition set forth in Sections 4.05 and 4.07 (other than with
respect to the existence of the Company (subject to Article 5)) (other than a
covenant or condition which under Article 9 cannot be modified or amended
without the consent of the Holder of each outstanding Note affected), if before
the time for such compliance the Holders shall either (i) through the written
consent (or as otherwise in accordance with the Applicable

                                       32
<PAGE>   40
Procedures) of the Holders of at least a majority in aggregate principal amount
of the Notes then outstanding or (ii) by the adoption of a resolution, at a
meeting of Holders of the outstanding Notes at which a quorum is present, by the
Holders of at least 66 2/3% in principal amount of the outstanding Notes
represented at such meeting or, if less, by the Holders of at least a majority
in aggregate principal amount of all outstanding Notes, either 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
or any Paying or Conversion Agent in respect of any such covenant or condition
shall remain in full force and effect.

                                   ARTICLE 5

                                   SUCCESSORS

Section 5.01.     Merger, Consolidation, or Sale of Assets.

         The Company may not, directly or indirectly: (1) consolidate or merge
with or into another Person (whether or not the Company is the surviving
corporation); or (2) sell, assign, transfer, convey or otherwise dispose of all
or substantially all of its properties or assets, in one or more related
transactions, to another Person; unless:

         (1) either: (a) the Company is the surviving corporation; or (b) the
Person formed by or surviving any such consolidation or merger (if other than
the Company) or to which such sale, assignment, transfer, conveyance or other
disposition shall have been made is a Person organized or existing under the
laws of the United States, any state thereof or the District of Columbia
(provided that if the Person formed by or surviving any such consolidation or
merger with the Company is not a corporation, a corporate co-issuer shall also
be an obligor with respect to the Notes);

         (2) the Person formed by or surviving any such consolidation or merger
(if other than the Company) or the Person to which such sale, assignment,
transfer, conveyance or other disposition shall have been made assumes all the
obligations of the Company under the Notes and this Indenture pursuant to
agreements reasonably satisfactory to the Trustee; and

         (3) immediately after such transaction, no Default or Event of Default
exists.

         In addition, the Company may not, directly or indirectly, lease all or
substantially all of its properties or assets, in one or more related
transactions, to any other Person.

                                       33
<PAGE>   41
         This Section 5.01 shall not apply to a sale, assignment, transfer,
conveyance or other disposition of assets between or among (i) the Company and
Charter Communications Holding Company, LLC or (ii) the Company and any
wholly-owned Subsidiary of Charter Communications Holding Company, LLC.

Section 5.02. Successor Corporation Substituted.

         Upon any consolidation or merger, or any sale, assignment, transfer,
lease, conveyance or other disposition of all or substantially all of the assets
of the Company in accordance with Section 5.01, the successor Person formed by
such consolidation or into which the Company is merged or to which such transfer
is made shall succeed to and (except in the case of a lease) 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 therein as the
Company, and (except in the case of a lease) the Company shall be released from
the obligations under the Notes and this Indenture, except with respect to any
obligations that arise from, or are related to, such transaction.

                                   ARTICLE 6

                              DEFAULTS AND REMEDIES

Section 6.01. Events of Default.

         An "Event of Default" occurs if:

         (a) the Company defaults in the payment when due of interest, including
any Liquidated Damages, on the Notes and such default continues for a period of
30 days;

         (b) the Company defaults in payment when due of the principal of or
premium, if any, on the Notes;

         (c) the Company fails to comply with any of the notice or repurchase
provisions of Article 11;

         (d) the Company fails to comply with any of its other covenants or
agreements in this Indenture for 30 days after written notice thereof has been
given to the Company by the Trustee or to the Company and the Trustee by Holders
of at least 25% of the aggregate principal amount of the Notes outstanding;

         (e) the Company or any of its Significant Subsidiaries defaults 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 (or
the payment of




                                       34
<PAGE>   42
which is guaranteed by the Company or any of its Significant Subsidiaries)
whether such Indebtedness or guarantee now exists or is created after the Issue
Date, if that default:

                  (1) is caused by a failure to pay at final stated maturity the
         principal amount on such Indebtedness prior to the expiration of the
         grace period provided in such Indebtedness on the date of such default
         (a "Payment Default"); or

                  (2) results in the acceleration of such Indebtedness prior to
         its express maturity,

and, in each case, the principal amount of any such Indebtedness, together with
the principal amount of any other such Indebtedness under which there has been a
Payment Default or the maturity of which has been so accelerated, aggregates
$100 million or more;

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

                  (i) commences a voluntary case,

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

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

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

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

                  (i) is for relief against the Company or any of its
         Significant Subsidiaries in an involuntary case;

                  (ii) appoints a custodian of the Company or any of its
         Significant Subsidiaries or for all or substantially all of the
         property of the Company or any of its Significant Subsidiaries; or

                  (iii) orders the liquidation of the Company or any of its
         Significant Subsidiaries;

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



                                       35
<PAGE>   43
Section 6.02. Acceleration.

         In the case of an Event of Default arising from clause (f) or (g) of
Section 6.01 with respect to the Company, all outstanding Notes shall become due
and payable immediately without further action or notice. If any other Event of
Default occurs and is continuing, the Trustee by notice to the Company or the
Holders of at least 25% in principal amount of the then outstanding Notes by
notice to the Company and the Trustee may declare all the Notes to be due and
payable immediately. The Holders of a majority in aggregate principal amount of
the Notes then outstanding by written notice to the Trustee may on behalf of all
of the Holders rescind an acceleration and its consequences if the rescission
would not conflict with any judgment or decree and if all existing Events of
Default (except nonpayment of principal, interest or premium that has become due
solely because of the acceleration) have been cured or waived.

Section 6.03. Other Remedies.

         If an Event of Default occurs and is continuing, the Trustee may pursue
any available remedy to collect the payment of principal, premium, if any, and
interest on the Notes or to enforce the performance of any provision of the
Notes or this Indenture.

         The Trustee may maintain a proceeding even if it does not possess any
of the Notes or does not produce any of them in the proceeding. A delay or
omission by the Trustee or any Holder of a Note in exercising any right or
remedy accruing upon an Event of Default shall not impair the right or remedy or
constitute a waiver of or acquiescence in the Event of Default. All remedies are
cumulative to the extent permitted by law.

Section 6.04. Waiver of Existing Defaults.

         Holders, either (i) through the written consent (or as otherwise in
accordance with the Applicable Procedures) of the Holders of at least a majority
in aggregate principal amount of the then outstanding Notes by notice to the
Trustee or (ii) by the adoption of a resolution, at a meeting of Holders of the
outstanding Notes at which a quorum is present, by the Holders of at least 66
2/3% in principal amount of the outstanding Notes represented at such meeting
or, if less, by the Holders of at least a majority in aggregate principal amount
of all outstanding Notes by notice to the Trustee, may on behalf of the Holders
of all of the Notes waive an existing Default or Event of Default and its
consequences hereunder, except (x) a continuing Default or Event of Default in
the payment of the principal of, premium, if any, or interest on, the Notes
(including in connection with an offer to purchase) or (y) in respect of a
covenant or provision hereof which under Article 9 cannot be modified or amended
without the consent of each Holder of each outstanding Note affected (provided,
however, that the Holders of a majority in aggregate principal amount of the
then outstanding Notes may rescind an acceleration




                                       36
<PAGE>   44
and its consequences, including any related payment default that resulted from
such acceleration). Upon any such waiver, such Default shall cease to exist, and
any Event of Default arising therefrom shall be deemed to have been cured for
every purpose of this Indenture; but no such waiver shall extend to any
subsequent or other Default or impair any right consequent thereon.

Section 6.05. Control by Majority.

         Holders of a majority in principal amount of the then outstanding Notes
may direct the time, method and place of conducting any proceeding for
exercising any remedy available to the Trustee or exercising any trust or power
conferred on it. However, the Trustee may refuse to follow any direction that
conflicts with law or this Indenture, that the Trustee determines may be
prejudicial to the rights of other Holders of Notes or that may involve the
Trustee in personal liability. The Trustee may take any other action which it
deems proper that is not inconsistent with any such directive.

Section 6.06. Limitation on Suits.

         A Holder of a Note may pursue a remedy with respect to this Indenture
or the Notes only if:

         (a) the Holder of a Note gives to the Trustee written notice of a
continuing Event of Default;

         (b) the Holders of at least 25% in principal amount of the then
outstanding Notes make a written request to the Trustee to pursue the remedy;

         (c) such Holder of a Note or Holders of Notes offer and, if requested,
provide to the Trustee indemnity satisfactory to the Trustee against any loss,
liability or expense;

         (d) the Trustee does not comply with the request within 60 days after
receipt of the request and the offer and, if requested, the provision of
indemnity; and

         (e) during such 60-day period the Holders of a majority in principal
amount of the then outstanding Notes do not give the Trustee a direction
inconsistent with the request.

         A Holder of a Note may not use this Indenture to prejudice the rights
of another Holder of a Note or to obtain a preference or priority over another
Holder of a Note.

Section 6.07. Rights of Holders of Notes to Receive Payment and to Convert.

         Notwithstanding any other provision of this Indenture, the right of any
Holder of a Note to receive payment of principal, premium, if any, and interest
(including Liquidated




                                       37
<PAGE>   45
Damages, if any) on the Note, on or after the Stated Maturity dates (including
in connection with a redemption and/or an offer to purchase), or to convert such
Note in accordance with Article 10, or to bring suit for the enforcement of any
such payment on or after such respective dates or of such right to convert,
shall be absolute and unconditional and shall not be impaired or affected
without the consent of such Holder.

Section 6.08. Collection Suit by Trustee.

         If an Event of Default specified in Section 6.01(a) or (b) occurs and
is continuing, the Trustee is authorized to recover judgment in its own name and
as trustee of an express trust against the Company for the whole amount of
principal of, premium, if any, and interest remaining unpaid on the Notes and
interest on overdue principal and, to the extent lawful, interest and 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.

Section 6.09. Trustee May File Proofs of Claim.

         The Trustee is authorized to file such proofs of claim and 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 the
Holders of the Notes allowed in any judicial proceedings relative to the Company
(or any other obligor upon the Notes), their creditors or their property and
shall be entitled and empowered to collect, receive and distribute any money or
other property payable or deliverable on any such claims and any custodian 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 to 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 7.07. To the extent that the payment of any such
compensation, expenses, disbursements and advances of the Trustee, its agents
and counsel, and any other amounts due the Trustee under Section 7.07 out of the
estate in any such proceeding, shall be denied for any reason, payment of the
same shall be secured by a lien on, and shall be paid out of, any and all
distributions, dividends, money, securities and other properties that the
Holders may be entitled to receive in such proceeding whether in liquidation or
under any plan of reorganization or arrangement or otherwise. 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 Notes or the rights of any Holder, or to
authorize the Trustee to vote in respect of the claim of any Holder in any such
proceeding.



                                       38
<PAGE>   46
Section 6.10. Priorities.

         If the Trustee collects any money pursuant to this Article, it shall
pay out the money in the following order:

         First: to the Trustee, its agents and attorneys for amounts due under
         Section 7.07, including payment of all compensation, expense and
         liabilities incurred, and all advances made, by the Trustee and the
         costs and expenses of collection;

         Second: to Holders of Notes for amounts due and unpaid on the Notes for
         principal, premium, if any, and interest, ratably, without preference
         or priority of any kind, according to the amounts due and payable on
         the Notes for principal, premium, if any and interest, respectively;
         and

         Third: to the Company or to such party as a court of competent
         jurisdiction shall direct.

         The Trustee may fix a record date and payment date for any payment to
Holders of Notes pursuant to this Section 6.10.

Section 6.11. Undertaking for Costs.

         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 or omitted by
it as a Trustee, a court in its discretion may require the filing by any party
litigant in the suit of an undertaking to pay the costs of the suit, and the
court in its discretion may assess reasonable costs, including reasonable
attorneys' fees and expenses, against any party litigant in the suit, having due
regard to the merits and good faith of the claims or defenses made by the party
litigant. This Section does not apply to a suit by the Trustee, a suit by a
Holder of a Note pursuant to Section 6.07, or a suit by Holders of more than 10%
in principal amount of the then outstanding Notes.

                                    ARTICLE 7

                                     TRUSTEE

Section 7.01. Duties of Trustee.

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



                                       39
<PAGE>   47
         (b) Except during the continuance of an Event of Default:

                  (i) the duties of the Trustee shall be determined solely by
         the express provisions of this Indenture and the Trustee need perform
         only those duties that are specifically set forth in this Indenture and
         no others, and no implied covenants or obligations shall be read into
         this Indenture against the Trustee; and

                  (ii) in the absence of bad faith on its part, the Trustee may
         conclusively rely, as to the truth of the statements and the
         correctness of the opinions expressed therein, upon certificates or
         opinions required to be furnished to the Trustee hereunder and
         conforming to the requirements of this Indenture. However, the Trustee
         shall examine the certificates and opinions to determine whether or not
         they conform to the requirements of this Indenture (but need not
         confirm or investigate the accuracy of any mathematical calculations or
         other facts stated therein).

         (c) The Trustee may not be relieved from liabilities for its own gross
negligent action, its own gross negligent failure to act, or its own willful
misconduct, except that:

                  (i) this paragraph does not limit the effect of paragraph (b)
         of this Section;

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

                  (iii)the Trustee shall not be liable with respect to any
         action it takes or omits to take in good faith in accordance with a
         direction received by it pursuant to Section 6.05.

         (d) Whether or not therein expressly so provided, every provision of
this Indenture that in any way relates to the Trustee is subject to paragraphs
(a), (b), and (c) of this Section 7.01.

         (e) No provision of this Indenture shall require the Trustee to expend
or risk its own funds or incur any liability. The Trustee shall be under no
obligation to exercise any of its rights and powers under this Indenture at the
request of any Holders, unless such Holder shall have offered to the Trustee
security and indemnity satisfactory to it against any loss, liability, claim,
damage or expense.

         (f) The Trustee shall not be liable for interest on any money received
by it except as the Trustee may agree in writing with the Company. Money held in
trust by the Trustee need not be segregated from other funds except to the
extent required by law.



                                       40
<PAGE>   48
         (g) 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 or
other paper or documents.

Section 7.02. Rights of Trustee.

         (a) The Trustee may conclusively rely upon any document (whether in its
original or facsimile form) believed by it to be genuine and to have been signed
or presented by the proper Person. The Trustee need not investigate any fact or
matter stated in the document.

         (b) Before the Trustee acts or refrains from acting, it may require an
Officers' Certificate or an Opinion of Counsel or both. The Trustee shall not be
liable for any action it takes or omits to take in good faith in reliance on
such Officers' Certificate or Opinion of Counsel. The Trustee may consult with
counsel of its own selection and the written advice or opinion of such counsel
or any Opinion of Counsel shall be full and complete authorization and
protection from liability in respect of any action taken, suffered or omitted by
it hereunder in good faith and in reliance thereon.

         (c) The Trustee may act through its attorneys and agents and shall not
be responsible for the misconduct or negligence of any agent appointed with due
care.

         (d) The Trustee shall not be liable for any action it takes or omits to
take in good faith that it believes to be authorized or within the rights or
powers conferred upon it by this Indenture.

         (e) Unless otherwise specifically provided in this Indenture, any
demand, request, direction or notice from the Company shall be sufficient if
signed by an Officer of the Company.

         (f) 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 unless such Holders shall have offered to the Trustee
reasonable security or indemnity satisfactory to it against the costs, expenses
and liabilities that might be incurred by it in compliance with such request or
direction.

         (g) The Trustee shall not be charged with knowledge of any Default or
Event of Default unless either (i) a Responsible Officer of the Trustee shall
have actual knowledge of such Default or Event of Default or (ii) written notice
of such Default or Event of Default shall have been given to and received by a
Responsible Officer of the Trustee by the Company or any Holder.



                                       41
<PAGE>   49
Section 7.03. Individual Rights of Trustee.

         The Trustee in its individual or any other capacity may become the
owner or pledgee of Notes and may otherwise deal with the Company or any
Affiliate of the Company with the same rights it would have if it were not
Trustee. However, in the event that the Trustee acquires any conflicting
interest it must eliminate such conflict within 90 days, apply to the Commission
for permission to continue as trustee or resign. Any Agent may do the same with
like rights and duties. The Trustee is also subject to Sections 7.10 and 7.11.

Section 7.04. Trustee's Disclaimer.

         The Trustee shall not be responsible for and makes no representation as
to the validity or adequacy of this Indenture or the Notes, it shall not be
accountable for the Company's use of the proceeds from the Notes or any money
paid to the Company or upon the Company's direction under any provision of this
Indenture, it shall not be responsible for the use or application of any money
received by any Paying Agent other than the Trustee, and it shall not be
responsible for any statement or recital herein or any statement in the Notes or
any other document in connection with the sale of the Notes or pursuant to this
Indenture other than its certificate of authentication.

Section 7.05. Notice of Defaults.

         If a Default or Event of Default occurs and is continuing and if it is
known to a Responsible Officer of the Trustee, the Trustee shall mail to Holders
of Notes a notice of the Default or Event of Default within 90 days after the
Trustee acquires knowledge thereof. Except in the case of a Default or Event of
Default in payment of principal of, premium, if any, or interest on any Note,
the Trustee may withhold the notice if and so long as a committee of its
Responsible Officers in good faith determines that withholding the notice is in
the interests of the Holders of the Notes.

Section 7.06. Reports by Trustee to Holders of the Notes.

         Within 60 days after each May 15 beginning with the May 15 following
the date of this Indenture, and for so long as Notes remain outstanding, the
Trustee shall mail to the Holders of the Notes a brief report dated as of such
reporting date that complies with TIA ss. 313(a) (but if no event described in
TIA ss. 313(a) has occurred within the twelve months preceding the reporting
date, no report need be transmitted). The Trustee also shall comply with TIA ss.
313(b)(2). The Trustee shall also transmit by mail all reports as required by
TIA ss. 313(c).

         A copy of each report at the time of its mailing to the Holders of
Notes shall be mailed to the Company and filed with the Commission and each
stock exchange on which the Notes are listed in accordance with TIA ss. 313(d).
The Company shall




                                       42
<PAGE>   50
promptly notify the Trustee when the Notes are listed on any stock exchange or
delisted therefrom.

Section 7.07. Compensation and Indemnity.

         The Company shall pay to the Trustee from time to time reasonable
compensation for its acceptance of this Indenture and services hereunder. The
Trustee's compensation shall not be limited by any law on compensation of a
trustee of an express trust. The Company shall reimburse the Trustee promptly
upon request for all reasonable disbursements, advances and expenses incurred or
made by it in addition to the compensation for its services. Such expenses shall
include the reasonable compensation, disbursements and expenses of the Trustee's
agents and counsel.

         The Company shall fully indemnify the Trustee against any and all
losses, liabilities, claims, damages or expenses (including reasonable legal
fees and expenses) incurred by it arising out of or in connection with the
acceptance or administration of its duties under this Indenture, including the
costs and expenses of enforcing this Indenture against the Company (including
this Section 7.07) and defending itself against any claim (whether asserted by
the Company or any Holder or any other person) or liability in connection with
the exercise or performance of any of its powers or duties hereunder, except to
the extent any such loss, liability or expense may be attributable to its gross
negligence or willful misconduct. The Trustee shall notify the Company promptly
of any claim for which it may seek indemnity. Failure by the Trustee to so
notify the Company shall not relieve the Company of its obligations hereunder.
The Company shall defend the claim and the Trustee shall cooperate in the
defense. The Trustee may have separate counsel and the Company shall pay the
reasonable fees and expenses of such counsel. The Company need not pay for any
settlement made without their consent, which consent shall not be unreasonably
withheld.

         The obligations of the Company in this Section 7.07 shall survive
resignation or removal of the Trustee and the satisfaction and discharge of this
Indenture.

         To secure the Company's payment obligations in this Section, the
Trustee shall have a lien prior to the Notes on all money or property held or
collected by the Trustee, except that held in trust to pay principal and
interest on particular Notes. Such lien shall survive the resignation or removal
of the Trustee and the satisfaction and discharge of this Indenture.

         When the Trustee incurs expenses or renders services after an Event of
Default specified in Section 6.01(f) or (g) occurs, the expenses and the
compensation for the services (including the fees and expenses of its agents and
counsel) are intended to constitute expenses of administration under any
Bankruptcy Law.




                                       43
<PAGE>   51
         The Trustee shall comply with the provisions of TIA ss. 313(b)(2) to
the extent applicable.

Section 7.08. Replacement of Trustee.

         A resignation or removal of the Trustee and appointment of a successor
Trustee shall become effective only upon the successor Trustee's acceptance of
appointment as provided in this Section.

         The Trustee may resign in writing at any time and be discharged from
the trust hereby created by so notifying the Company. The Holders of a majority
in principal amount of the then outstanding Notes may remove the Trustee by so
notifying the Trustee and the Company in writing. The Company may remove the
Trustee if:

         (a) the Trustee fails to comply with Section 7.10;

         (b) the Trustee is adjudged a bankrupt or an insolvent or an order for
relief is entered with respect to the Trustee under any Bankruptcy Law;

         (c) a custodian or public officer takes charge of the Trustee or its
property; or

         (d) the Trustee becomes incapable of acting.

         If the Trustee resigns or is removed or if a vacancy exists in the
office of Trustee for any reason, the Company shall promptly appoint a successor
Trustee. Within one year after the successor Trustee takes office, the Holders
of a majority in principal amount of the then outstanding Notes may appoint a
successor Trustee to replace the successor Trustee appointed by the Company.

         If a successor Trustee does not take office within 60 days after the
retiring Trustee resigns or is removed, the retiring Trustee, the Company, or
the Holders of at least 10% in principal amount of the then outstanding Notes
may petition at the expense of the Company any court of competent jurisdiction
for the appointment of a successor Trustee.

         If the Trustee, after written request by any Holder who has been a
Holder for at least six months, fails to comply with Section 7.10, such Holder
may petition any court of competent jurisdiction for the removal of the Trustee
and the appointment of a successor Trustee.

         A successor Trustee shall deliver a written acceptance of its
appointment to the retiring Trustee and to the Company. Thereupon, the
resignation or removal of the retiring Trustee shall become effective, and the
successor Trustee shall have all the rights, powers and duties of the Trustee
under this Indenture. The successor Trustee shall mail a notice of its
succession to Holders. The retiring Trustee shall promptly transfer all




                                       44
<PAGE>   52
property held by it as Trustee to the successor Trustee; provided all sums owing
to the Trustee hereunder have been paid and subject to the lien provided for in
Section 7.07. Notwithstanding replacement of the Trustee pursuant to this
Section 7.08, the Company's obligations under Section 7.07 shall continue for
the benefit of the retiring Trustee.

Section 7.09. Successor Trustee by Merger, etc.

         If the Trustee consolidates, merges or converts into, or transfers all
or substantially all of its corporate trust business to, another corporation,
the successor corporation without any further act shall be the successor
Trustee.

Section 7.10. Eligibility; Disqualification.

         There shall at all times be a Trustee hereunder that is a corporation
organized and doing business under the laws of the United States of America or
of any state thereof that is authorized under such laws to exercise corporate
trustee power, that is subject to supervision or examination by federal or state
authorities and that has a combined capital and surplus of at least $50 million
as set forth in its most recent published annual report of condition.

         This Indenture shall always have a Trustee who satisfies the
requirements of TIA ss. 310(a)(1), (2) and (5). The Trustee is subject to TIA
ss. 310(b).

Section 7.11. Preferential Collection of Claims Against the Company.

         The Trustee is subject to TIA ss. 311(a), excluding any creditor
relationship listed in TIA ss. 311(b). A Trustee who has resigned or been
removed shall be subject to TIA ss. 311(a) to the extent indicated therein.

                                    ARTICLE 8

                          MEETINGS OF HOLDERS OF NOTES

Section 8.01. Purposes for Which Meetings May Be Called.

         A meeting of Holders of Notes 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 Notes.



                                       45
<PAGE>   53
Section 8.02. Call, Notice and Place of Meetings.

         (1) The Trustee may at any time call a meeting of Holders of Notes for
any purpose specified in Section 8.01, to be held at such time and at such place
in the Borough of Manhattan, The City of New York, as the Trustee shall
determine. Notice of every meeting of Holders of Notes, 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 in Section 12.02,
not less than 21 nor more than 180 days prior to the date fixed for the meeting.

         (2) 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 Notes shall
have requested the Trustee to call a meeting of the Holders of Notes for any
purpose specified in Section 8.01, by written request setting forth in
reasonable detail the action proposed to be taken at the meeting, and the
Trustee shall not have mailed 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 Notes in the
amount specified, as the case may be, may determine the time and the place in
the Borough of Manhattan, The City of New York, for such meeting and may call
such meeting for such purposes by giving notice thereof as provided in paragraph
(1) of this Section.

Section 8.03. Persons Entitled to Vote at Meetings.

         To be entitled to vote at any meeting of Holders of Notes, a Person
shall be (i) a Holder of one or more outstanding Notes, or (ii) a Person
appointed by an instrument in writing as proxy for a Holder or Holders of one or
more outstanding Notes by such Holder or Holders. The only Persons who shall be
entitled to be present or to speak at any meeting of Holders shall be the
Persons 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 8.04. Quorum; Action.

         The Persons entitled to vote a majority in principal amount of the
outstanding Notes 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 Notes, 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 not less than 10 days as determined by the
chairman of the meeting prior to the adjournment of such adjourned meeting
(subject to repeated applications of this sentence). Notice of the reconvening
of any adjourned meeting shall be given as provided in Section 8.02(1), except
that such




                                       46
<PAGE>   54
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 an
adjourned meeting shall state expressly the percentage of the principal amount
of the outstanding Notes which shall constitute a quorum.

         Subject to the foregoing, at the reconvening of any meeting adjourned
for a lack of a quorum, the Persons entitled to vote 25% in principal amount of
the outstanding Notes at the time shall constitute a quorum for the taking of
any action set forth in the notice of the original meeting.

         At a meeting or an adjourned meeting duly reconvened and at which a
quorum is present as aforesaid, any resolution and all matters (other than a
covenant or condition which under Section 9.02 cannot be modified or amended
without the consent of the Holder of each outstanding Note affected) shall be
effectively passed and decided if passed or decided by the lesser of (i) the
Holders of not less than a majority in principal amount of outstanding Notes and
(ii) the Persons entitled to vote not less than 66-2/3% in principal amount of
outstanding Notes represented and entitled to vote at such meeting.

         Any resolution passed or decisions taken at any meeting of Holders of
Notes duly held in accordance with this Section shall be binding on all the
Holders of Notes whether or not present or represented at the meeting. The
Trustee shall, in the name and at the expense of the Company, notify all the
Holders of Notes of any such resolutions or decisions pursuant to Section 12.02.

         Section 2.09 shall determine which Notes are considered to be
"outstanding" for purposes of this Section 8.04.

Section 8.05. Determination of Voting Rights; Conduct and Adjournment of
Meetings.

         (1) Notwithstanding any other provisions of this Indenture, the Trustee
may make such reasonable regulations as it may deem advisable for any meeting of
Holders of Notes in regard to proof of the holding of Notes 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.

         (2) The Trustee shall, by an instrument in writing, appoint a temporary
chairman (which may be the Trustee) of the meeting, unless the meeting shall
have been called by the Company or by Holders of Notes as provided in Section
8.02(2), in which case the Company or the Holders of Notes 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 Notes represented at the meeting.



                                       47
<PAGE>   55
         (3) At any meeting, each Holder of a Note or proxy shall be entitled to
one vote for each U.S. $1,000 principal amount of Notes held or represented by
him; provided, however, that no vote shall be cast or counted at any meeting in
respect of any Note 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 Note or proxy.

         (4) Any meeting of Holders of Notes duly called pursuant to Section
8.02 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 Notes
represented at the meeting, and the meeting may be held as so adjourned without
further notice.

Section 8.06. Counting Votes and Recording Action of Meetings.

         The vote upon any resolution submitted to any meeting of Holders of
Notes shall be by written ballots on which shall be subscribed the signatures of
the Holders of Notes or of their representatives by proxy and the principal
amounts at Stated Maturity and serial numbers of the outstanding Notes 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
Notes 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 8.02 and, if
applicable, Section 8.04. 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.

                                    ARTICLE 9

                        AMENDMENT, SUPPLEMENT AND WAIVER

Section 9.01. Without Consent of Holders of Notes.


         Notwithstanding Section 9.02 of this Indenture, the Company and the
Trustee may amend or supplement this Indenture or the Notes without the consent
of any Holder of a Note:



                                       48
<PAGE>   56
         (a) to cure any ambiguity, defect or inconsistency;

         (b) to provide for uncertificated Notes in addition to or in place of
certificated Notes;

         (c) to provide for the assumption of the Company's obligations to
Holders of Notes in the case of a merger or consolidation or sale of all or
substantially all of the assets of the Company pursuant to Article 5;

         (d) to make any change that would provide any additional rights or
benefits to the Holders of Notes or that does not adversely affect the legal
rights under this Indenture of any such Holder;

         (e) to comply with requirements of the Commission in order to effect or
maintain the qualification of this Indenture under the TIA or otherwise as
necessary to comply with applicable law;

         (f) to make provision with respect to the conversion rights of Holders
of Notes pursuant to Section 10.11 or to make provision with respect to the
repurchase rights of Holders of Notes pursuant to Section 11.04;

         (g) to make any changes or modifications to this Indenture necessary in
connection with the registration of any Registrable Securities under the
Securities Act as contemplated by Section 4.12, provided such action pursuant to
this clause (g) shall not adversely affect the interests of the Holders of
Notes; or

         (h) to evidence and provide for the acceptance of appointment hereunder
by a successor Trustee.

         Upon the request of the Company accompanied by a resolution of its
Board of Directors authorizing the execution of any such amended or supplemental
Indenture, and upon receipt by the Trustee of the documents described in Section
7.02, the Trustee shall join with the Company in the execution of any amended or
supplemental Indenture authorized or permitted by the terms of this Indenture
and to make any further appropriate agreements and stipulations that may be
therein contained, but the Trustee shall not be obligated to enter into such
amended or supplemental Indenture that affects its own rights, duties or
immunities under this Indenture or otherwise.

Section 9.02. With Consent of Holders of Notes.

         Except as provided below in this Section 9.02, this Indenture or the
Notes may be amended or supplemented with either (i) the written consent (or as
otherwise in accordance with the Applicable Procedures) of the Holders of at
least a majority in aggregate principal amount of the Notes then outstanding
(including, without limitation,




                                       49
<PAGE>   57
consents obtained in connection with a purchase of, or a tender offer or
exchange offer for, Notes), or (ii) by the adoption of a resolution, at a
meeting of Holders of the outstanding Notes at which a quorum is present, by the
Holders of at least 66 2/3% in principal amount of the outstanding Notes
represented at such meeting or, if less, by the Holders of at least a majority
in aggregate principal amount of all outstanding Notes. Section 2.09 shall
determine which Notes are considered to be "outstanding" for purposes of this
Section 9.02.

         Upon the request of the Company accompanied by a resolution of its
Board of Directors authorizing the execution of any such amended or supplemental
Indenture, and upon the filing with the Trustee of evidence satisfactory to the
Trustee of the consent of the Holders of Notes as aforesaid, and upon receipt by
the Trustee of the documents described in Section 7.02, the Trustee shall join
with the Company in the execution of such amended or supplemental Indenture
unless such amended or supplemental Indenture directly affects the Trustee's own
rights, duties or immunities under this Indenture or otherwise, in which case
the Trustee may in its discretion, but shall not be obligated to, enter into
such amended or supplemental Indenture.

         It shall not be necessary for the consent of the Holders of Notes under
this Section 9.02 to approve the particular form of any proposed amendment or
supplement, but it shall be sufficient if such consent approves the substance
thereof.

         After an amendment or supplement under this Section 9.02 becomes
effective, the Company shall mail to the Holders of Notes affected thereby a
notice briefly describing the amendment or supplement. Any failure of the
Company to mail such notice, or any defect therein, shall not, however, in any
way impair or affect the validity of any such amended or supplemental Indenture.

         However, without the consent or affirmative vote of each Holder
affected, an amendment or supplement under this Section 9.02 may not (with
respect to any Notes held by a non-consenting Holder):

         (a) change the Stated Maturity of the principal of, or any installment
of interest on, any Note, or reduce the principal amount of, or the premium, if
any, or the rate of interest payable thereon, or reduce the amount payable upon
a redemption or Change of Control, or change the place or currency of payment of
the principal of, premium, if any, or interest on any Note (including any
payment of Liquidated Damages or Redemption Price or Repurchase Price in respect
of such Note) or impair the right to institute suit for the enforcement of any
payment in respect of any Note on or after the Stated Maturity thereof (or, in
the case of redemption or any repurchase, on or after the Redemption Date or
Repurchase Date, as the case may be) or, except as permitted by Section 10.11 or
adversely affect the right of Holders to convert any Note as provided in Article
10; or



                                       50
<PAGE>   58
         (b) reduce the requirements of Section 8.04 for quorum or voting, or
reduce the percentage in principal amount of the outstanding Notes the consent
of whose Holders is required for any such supplemental indenture or the consent
of whose Holders is required for any waiver of compliance with certain
provisions of this Indenture or certain defaults hereunder and their
consequences provided for in this Indenture; or

         (c) modify the obligation of the Company to maintain an office or
agency in the Borough of Manhattan, The City of New York, pursuant to Section
4.02; or

         (d) modify any of the provisions of this Section or Section 4.13 or
6.04, except to increase any percentage contained herein or therein or to
provide that certain other provisions of this Indenture cannot be modified or
waived without the consent of the Holder of each outstanding Note affected
thereby; or

         (e) modify the provisions of Article 11 relating to notice and
repurchase (including, without limitation, those relating to the Repurchase Date
and the Repurchase Price (whether payable in cash or shares of Common Stock)) in
a manner adverse to the Holders; or

         (f) modify any of the provisions of Section 4.10.

Section 9.03. Compliance with Trust Indenture Act.

         Every amendment or supplement to this Indenture or the Notes shall be
set forth in an amended or supplemental Indenture that complies with the TIA as
then in effect.

Section 9.04. Revocation and Effect of Consents.

         Until an amendment or supplement becomes effective, a consent to it by
a Holder of a Note is a continuing consent by the Holder of a Note and every
subsequent Holder of a Note or portion of a Note that evidences the same debt as
the consenting Holder's Note, even if notation of the consent is not made on any
Note. However, any such Holder of a Note or subsequent Holder of a Note may
revoke the consent as to its Note if the Trustee receives written notice of
revocation before the date the supplement or amendment becomes effective. An
amendment or supplement becomes effective in accordance with its terms and
thereafter binds every Holder.

Section 9.05. Notation on or Exchange of Notes.

         The Trustee may place an appropriate notation about an amendment or
supplement on any Note thereafter authenticated. The Company in exchange for all
Notes may issue and the Trustee shall, upon receipt of an Authentication Order,
authenticate new Notes that reflect the amendment or supplement.



                                       51
<PAGE>   59
         Failure to make the appropriate notation or issue a new Note shall not
affect the validity and effect of such amendment or supplement.

Section 9.06. Trustee to Sign Amendments, etc.

         The Trustee shall sign any amended or supplemental Indenture authorized
pursuant to this Article 9 if the amendment or supplement does not adversely
affect the rights, duties, liabilities or immunities of the Trustee. The Company
may not sign an amendment or supplemental Indenture until the Board of Directors
approves it. In executing any amended or supplemental indenture, the Trustee
shall be entitled to receive and (subject to Section 7.01) shall be fully
protected in relying upon, in addition to the documents required by Section
10.04, an Officer's Certificate and an Opinion of Counsel stating that the
execution of such amended or supplemental indenture is authorized or permitted
by this Indenture.

                                   ARTICLE 10

                               CONVERSION OF NOTES

Section 10.01. Conversion Privilege and Conversion Rate.

         Subject to and upon compliance with the provisions of this Article, at
the option of the Holder thereof, any Note may be converted into fully paid and
nonassessable shares (calculated as to each conversion to the nearest 1/100th of
a share) of Common Stock of the Company at the Conversion Rate, determined as
hereinafter provided, in effect at the time of conversion. Such conversion right
shall commence on the initial issuance date of the Notes and expire at the close
of business on the Business Day prior to the date of Maturity of the Notes,
subject, in the case of conversion of any Global Note, to any Applicable
Procedures. In case a Note or portion thereof is called for redemption at the
election of the Company or the Holder thereof exercises his right to require the
Company to repurchase the Note, such conversion right in respect of the Note, or
portion thereof so called, shall expire at the close of business on the Business
Day prior to the Redemption Date or the Repurchase Date, as the case may be,
unless the Company defaults in making the payment due upon redemption or
repurchase, as the case may be (in each case subject as aforesaid to any
Applicable Procedures with respect to any Global Note).

         The rate at which shares of Common Stock shall be delivered upon
conversion (herein called the "Conversion Rate") shall be initially 46.3822
shares of Common Stock for each U.S.$1,000 principal amount of Notes. The
Conversion Rate shall be adjusted in certain instances as provided in this
Article 10.



                                       52
<PAGE>   60
Section 10.02. Exercise of Conversion Privilege.

         In order to exercise the conversion privilege, the Holder of any Note
to be converted shall surrender such Note, duly endorsed in blank, at any office
or agency of the Company maintained for that purpose pursuant to Section 4.02,
accompanied by a duly signed conversion notice substantially in the form set
forth in Exhibit A stating that the Holder elects to convert such Note or, if
less than the entire principal amount thereof is to be converted, the portion
thereof to be converted. Each Note surrendered for conversion (in whole or in
part) during the Record Date Period shall (except in the case of any Note or
portion thereof which has been called for redemption on a Redemption Date
occurring within such Record Date Period and, as a result, the right to convert
would terminate in such period) be accompanied by payment in New York Clearing
House funds or other funds acceptable to the Company of an amount equal to the
interest payable on such Interest Payment Date on the principal amount of such
Note (or part thereof, as the case may be) being surrendered for conversion,
provided that if any Note (or portion thereof) has been called for redemption on
a Redemption Date occurring during the Record Date Period, and is surrendered
for conversion during such period, the Holder of such Note on the related
Regular Record Date will be entitled to receive the interest accruing on such
Note from the Interest Payment Date next preceding the date of such conversion
to such succeeding Interest Payment Date and the Holder of such Note who
converts such Note or portion thereof during such period shall not be required
to pay such interest upon surrender of such Note for conversion. The interest so
payable on such Interest Payment Date with respect to any Note (or portion
thereof, if applicable) which is surrendered for conversion during the Record
Date Period shall be paid to the Holder of such Note as of such Regular Record
Date in an amount equal to the interest that would have been payable on such
Note if such Note had been converted as of the close of business on such
Interest Payment Date. Except as provided in this paragraph, no cash payment or
adjustment shall be made upon any conversion on account of any interest accrued
from the Interest Payment Date next preceding the conversion date, in respect of
any Note (or part thereof, as the case may be) surrendered for conversion, or on
account of any dividends on the Common Stock issued upon conversion. The
Company's delivery to the Holder of the number of shares of Common Stock (and
cash in lieu of fractions thereof, as provided in this Indenture) into which a
Note is convertible will be deemed to satisfy the Company's obligation to pay
the principal amount of the Note.

         Notes shall be deemed to have been converted immediately prior to the
close of business on the day of surrender of such Notes for conversion in
accordance with the foregoing provisions, and at such time the rights of the
Holders of such Notes as Holders shall cease, and the Person or Persons entitled
to receive the Common Stock issuable upon conversion shall be treated for all
purposes as the record holder or holders of such Common Stock at such time. As
promptly as practicable on or after the conversion date, the Company shall issue
and deliver to the Trustee, for delivery to the Holder, a certificate or
certificates for the number of full shares of Common Stock issuable upon



                                       53
<PAGE>   61
conversion, together with payment in lieu of any fraction of a share, as
provided in Section 10.03.

         All shares of Common Stock delivered upon such conversion of Restricted
Notes shall bear restrictive legends substantially in the form of the legends
required to be set forth on the Restricted Notes pursuant to Section 2.07 and
shall be subject to the restrictions on transfer provided in such legends.
Neither the Trustee nor any agent maintained for the purpose of such conversion
shall have any responsibility for the inclusion or content of any such
restrictive legends on such Common Stock; provided, however, that the Trustee or
any agent maintained for the purpose of such conversion shall have provided, to
the Company or to the Company's transfer agent for such Common Stock, prior to
or concurrently with a request to the Company to deliver such Common Stock,
written notice that the Notes delivered for conversion are Restricted Notes.

         In the case of any Note which is converted in part only, upon such
conversion the Company shall execute and the Trustee shall authenticate and
deliver to the Holder thereof, at the expense of the Company, a new Note or
Notes of authorized denominations in an aggregate principal amount equal to the
unconverted portion of the principal amount of such Note. A Note may be
converted in part, but only if the principal amount of such Note to be converted
is any integral multiple of U.S. $1,000 and the principal amount of such Note to
remain outstanding after such conversion is equal to U.S. $1,000 or any integral
multiple of $1,000 in excess thereof.

         If shares of Common Stock to be issued upon conversion of a Restricted
Note, or Notes to be issued upon conversion of a Restricted Note in part only,
are to be registered in a name other than that of the Beneficial Owner of such
Restricted Note, then such Holder must deliver to the Conversion Agent a
Surrender Certificate, dated the date of surrender of such Restricted Note and
signed by such Beneficial Owner, as to compliance with the restrictions on
transfer applicable to such Restricted Note. Neither the Trustee nor any
Conversion Agent, Registrar or Transfer Agent shall be required to register in a
name other than that of the Beneficial Owner, shares of Common Stock or Notes
issued upon conversion of any such Restricted Note not so accompanied by a
properly completed Surrender Certificate.

Section 10.03. Fractions of Shares.

         No fractional shares of Common Stock shall be issued upon conversion of
any Note or Notes. If more than one Note shall be surrendered for conversion at
one time by the same Holder, the number of full shares which shall be issuable
upon conversion thereof shall be computed on the basis of the aggregate
principal amount of the Notes (or specified portions thereof) so surrendered.
Instead of any fractional share of Common Stock which would otherwise be
issuable upon conversion of any Note or Notes (or




                                       54
<PAGE>   62
specified portions thereof), the Company shall calculate and pay a cash
adjustment in respect of such fraction (calculated to the nearest 1/100th of a
share) in an amount equal to the same fraction of the Closing Price Per Share at
the close of business on the day of conversion (or round up the number of shares
of Common Stock issuable upon conversion of any Note or Notes to the nearest
whole share).

Section 10.04. Adjustment of Conversion Rate.

         The Conversion Rate shall be subject to adjustments from time to time
as follows:

         (1) In case the Company shall pay or make a dividend or other
distribution on shares of any class of capital stock payable in shares of Common
Stock, the Conversion Rate in effect at the opening of business on the day
following the date fixed for the determination of shareholders entitled to
receive such dividend or other distribution shall be increased by dividing such
Conversion Rate by a fraction of which the numerator shall be the number of
shares of Common Stock outstanding at the close of business on the date fixed
for such determination and the denominator shall be the sum of such number of
shares and the total number of shares constituting such dividend or other
distribution, such increase to become effective immediately after the opening of
business on the day following the date fixed for such determination. If, after
any such date fixed for determination, any dividend or distribution is not in
fact paid, the Conversion Rate shall be immediately readjusted, effective as of
the date the Board of Directors determines not to pay such dividend or
distribution, to the Conversion Rate that would have been in effect if such
determination date had not been fixed. For the purposes of this paragraph (1),
the number of shares of Common Stock at any time outstanding shall not include
shares held in the treasury of the Company but shall include shares issuable in
respect of scrip certificates issued in lieu of fractions of shares of Common
Stock. The Company will not pay any dividend or make any distribution on shares
of Common Stock held in the treasury of the Company.

         (2) In case the Company shall issue rights, options or warrants to all
holders of its Common Stock entitling them to subscribe for or purchase shares
of Common Stock at a price per share less than the current market price per
share (determined as provided in paragraph (8) of this Section 10.04) of the
Common Stock on the date fixed for the determination of stockholders entitled to
receive such rights, options or warrants (other than any rights, options or
warrants that by their terms will also be issued to any Holder upon conversion
of a Note into shares of Common Stock without any action required by the Company
or any other Person), the Conversion Rate in effect at the opening of business
on the day following the date fixed for such determination shall be increased by
dividing such Conversion Rate by a fraction of which the numerator shall be the
number of shares of Common Stock outstanding at the close of business on the
date fixed for such determination plus the number of shares of Common Stock
which the aggregate of the offering price of the total number of shares of
Common Stock so offered for subscription




                                       55
<PAGE>   63
or purchase would purchase at such current market price and the denominator
shall be the number of shares of Common Stock outstanding at the close of
business on the date fixed for such determination plus the number of shares of
Common Stock so offered for subscription or purchase, such increase to become
effective immediately after the opening of business on the day following the
date fixed for such determination. If, after any such date fixed for
determination, any such rights, options or warrants are not in fact issued, or
are not exercised prior to the expiration thereof, the Conversion Rate shall be
immediately readjusted, effective as of the date such rights, options or
warrants expire, or the date the Board of Directors determines not to issue such
rights, options or warrants, to the Conversion Rate that would have been in
effect if the unexercised rights, options or warrants had never been granted or
such determination date had not been fixed, as the case may be. For the purposes
of this paragraph (2), the number of shares of Common Stock at any time
outstanding shall not include shares held in the treasury of the Company but
shall include shares issuable in respect of scrip certificates issued in lieu of
fractions of shares of Common Stock. The Company will not issue any rights,
options or warrants in respect of shares of Common Stock held in the treasury of
the Company.

         (3) In case outstanding shares of Common Stock shall be subdivided into
a greater number of shares of Common Stock, the Conversion Rate in effect at the
opening of business on the day following the day upon which such subdivision
becomes effective shall be proportionately increased, and, conversely, in case
outstanding shares of Common Stock shall be combined into a smaller number of
shares of Common Stock, the Conversion Rate in effect at the opening of business
on the day following the day upon which such subdivision or combination becomes
effective shall be proportionately reduced, such increase or reduction, as the
case may be, to become effective immediately after the opening of business on
the day following the day upon which such subdivision or combination becomes
effective.

         (4) In case the Company shall, by dividend or otherwise, distribute to
all holders of its Common Stock evidences of its indebtedness, shares of any
class of capital stock or other property (including cash or assets or
securities, but excluding (i) any rights, options or warrants referred to in
paragraph (2) of this Section and any other rights, options or warrants that by
their terms will also be issued to any Holder upon conversion of a Note into
shares of Common Stock without any action required by the Company or any other
Person, (ii) any dividend or distribution paid exclusively in cash, (iii) any
dividend or distribution referred to in paragraph (1) of this Section and (iv)
mergers or consolidations to which Section 10.11 applies), the Conversion Rate
shall be adjusted so that the same shall equal the rate determined by dividing
the Conversion Rate in effect immediately prior to the close of business on the
date fixed for the determination of stockholders entitled to receive such
distribution by a fraction of which the numerator shall be the current market
price per share (determined as provided in paragraph (8) of this Section 10.04)
of the Common Stock on the date fixed for such determination less the then fair
market value (as determined by the Board of Directors, whose determination shall
be




                                       56
<PAGE>   64
conclusive and described in a Board Resolution filed with the Trustee) of the
portion of the assets, shares or evidences of indebtedness so distributed
applicable to one share of Common Stock and the denominator shall be such
current market price per share of the Common Stock, such adjustment to become
effective immediately prior to the opening of business on the day following the
date fixed for the determination of stockholders entitled to receive such
distribution. If after any such date fixed for determination, any such
distribution is not in fact made, the Conversion Rate shall be immediately
readjusted, effective as of the date of the Board of Directors determines not to
make such distribution, to the Conversion Rate that would have been in effect if
such determination date had not been fixed.

         (5) In case the Company shall, by dividend or otherwise, distribute to
all holders of its Common Stock cash (excluding any cash that is distributed as
part of a distribution referred to in paragraph (4) of this Section or cash
distributed upon a merger or consolidation to which Section 10.11 applies) in an
aggregate amount that, combined together with (i) the aggregate amount of any
other all-cash distributions to all holders of its Common Stock made exclusively
in cash within the 365-day period preceding the date of payment of such
distribution and in respect of which no adjustment pursuant to paragraphs (5)
and (6) has been made and (ii) the aggregate of any cash plus the fair market
value (as determined by the Board of Directors, whose determination shall be
conclusive and described in a Board Resolution) of consideration payable in
respect of any tender offer by the Company or any of its Subsidiaries for all or
any portion of the Common Stock concluded within the 365-day period preceding
the date of payment of such distribution and in respect of which no adjustment
pursuant to paragraphs (5) and (6) of this Section 12.4 has been made (the
"combined cash and tender amount") exceeds 12.5% of the product of the current
market price per share (determined as provided in paragraph (8) of this Section
10.04) of the Common Stock on the date for the determination of holders of
shares of Common Stock entitled to receive such distribution times the number of
shares of Common Stock outstanding on such date (the "aggregate current market
price"), then, and in each such case, immediately after the close of business on
such date for determination, the Conversion Rate shall be adjusted so that the
same shall equal the rate determined by dividing the Conversion Rate in effect
immediately prior to the close of business on the date fixed for determination
of the stockholders entitled to receive such distribution by a fraction (i) the
numerator of which shall be equal to the current market price per share
(determined as provided in paragraph (8) of this Section) of the Common Stock on
the date fixed for such determination less an amount equal to the quotient of
(x) the excess of such combined cash and tender amount over such aggregate
current market price divided by (y) the number of shares of Common Stock
outstanding on such date for determination and (ii) the denominator of which
shall be equal to the current market price per share (determined as provided in
paragraph (8) of this Section 10.04) of the Common Stock on such date fixed for
determination.



                                       57
<PAGE>   65
         (6) In case a tender offer made by the Company or any Subsidiary for
all or any portion of the Common Stock shall expire and such tender offer (as
amended upon the expiration thereof) shall require the payment to stockholders
(based on the acceptance (up to any maximum specified in the terms of the tender
offer) of Purchased Shares (as defined below)) of an aggregate consideration
having a fair market value (as determined by the Board of Directors, whose
determination shall be conclusive and described in a Board Resolution) that
combined together with (i) the aggregate of the cash plus the fair market value
(as determined by the Board of Directors, whose determination shall be
conclusive and described in a Board Resolution), as of the expiration of such
tender offer, of consideration payable in respect of any other tender offer by
the Company or any Subsidiary for all or any portion of the Common Stock
expiring within the 365-day period preceding the expiration of such tender offer
and in respect of which no adjustment pursuant to paragraphs (5) and (6) has
been made and (ii) the aggregate amount of any cash distributions to all holders
of the Common Stock within 365-day period preceding the expiration of such
tender offer and in respect of which no adjustment pursuant to paragraphs (5)
and (6) of this Section has been made (the "combined tender and cash amount")
exceeds 12.5% of the product of the current market price per share of the Common
Stock (determined as provided in paragraph (8) of this Section 10.04) as of the
last time (the "Expiration Time") tenders could have been made pursuant to such
tender offer (as it may be amended) times the number of shares of Common Stock
outstanding (including any tendered shares) as of the Expiration Time, then, and
in each such case immediately prior to the opening of business on the day after
the date of the Expiration Time, the Conversion Rate shall be adjusted so that
the same shall equal the rate determined by dividing the Conversion Rate
immediately prior to close of business on the date of the Expiration Time by a
fraction (i) the numerator of which shall be equal to (A) the product of (I) the
current market price per share of the Common Stock (determined as provided in
paragraph (8) of this Section 10.04) on the date of the Expiration Time
multiplied by (II) the number of shares of Common Stock outstanding (including
any tendered shares) on the Expiration Time less (B) the combined tender and
cash amount, and (ii) the denominator of which shall be equal to the product of
(A) the current market price per share of the Common Stock (determined as
provided in paragraph (8) of this Section 10.04) as of the Expiration Time
multiplied by (B) the number of shares of Common Stock outstanding (including
any tendered shares) as of the Expiration Time less the number of all shares
validly tendered and not withdrawn as of the Expiration Time (the shares deemed
so accepted up to any such maximum, being referred to as the "Purchased
Shares").

         (7) The reclassification of Common Stock into securities other than
Common Stock (other than any reclassification upon a consolidation or merger to
which Section 10.11 applies) shall be deemed to involve (a) a distribution of
such securities other than Common Stock to all holders of Common Stock (and the
effective date of such reclassification shall be deemed to be "the date fixed
for the determination of stockholders entitled to receive such distribution" and
"the date fixed for such




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<PAGE>   66
determination" within the meaning of paragraph (4) of this Section), and (b) a
subdivision or combination, as the case may be, of the number of shares of
Common Stock outstanding immediately prior to such reclassification into the
number of shares of Common Stock outstanding immediately thereafter (and the
effective date of such reclassification shall be deemed to be "the day upon
which such subdivision becomes effective" or "the day upon which such
combination becomes effective", as the case may be, and "the day upon which such
subdivision or combination becomes effective" within the meaning of paragraph
(3) of this Section 10.04).

         (8) For the purpose of any computation under paragraph (2), (4), (5) or
(6) of this Section 10.04, the current market price per share of Common Stock on
any date shall be calculated by the Company and be the average of the daily
Closing Price Per Share for the five consecutive Trading Days selected by the
Company commencing not more than 10 Trading Days before, and ending not later
than the earlier of the day in question and the day before the "ex" date with
respect to the issuance or distribution requiring such computation. For purposes
of this paragraph, the term "`ex' date", when used with respect to any issuance
or distribution, means the first date on which the Common Stock trades the
regular way in the applicable securities market or on the applicable securities
exchange without the right to receive such issuance or distribution.

         (9) No adjustment in the Conversion Rate shall be required unless such
adjustment (plus any adjustments not previously made by reason of this paragraph
(9)) would require an increase or decrease of at least one percent in such rate;
provided, however, that any adjustments which by reason of this paragraph (9)
are not required to be made shall be carried forward and taken into account in
any subsequent adjustment. All calculations under this Article shall be made to
the nearest cent or to the nearest one-hundredth of a share, as the case may be.

         (10) The Company may make such increases in the Conversion Rate, for
the remaining term of the Notes or any shorter term, in addition to those
required by paragraphs (1), (2), (3), (4), (5) and (6) of this Section 10.04, as
it considers to be advisable in order to avoid or diminish any income tax to any
holders of shares of Common Stock resulting from any dividend or distribution of
stock or issuance of rights or warrants to purchase or subscribe for stock or
from any event treated as such for income tax purposes. The Company shall have
the power to resolve any ambiguity or correct any error in this paragraph (10)
and its actions in so doing shall, absent manifest error, be final and
conclusive.

         (11) Notwithstanding the foregoing provisions of this Section, no
adjustment of the Conversion Rate shall be required to be made (a) upon the
issuance of shares of Common Stock pursuant to any present or future plan for
the reinvestment of dividends or (b) because of a tender or exchange offer of
the character described in Rule 13e-4(h)(5) under the Exchange Act or any
successor rule thereto.



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<PAGE>   67
         (12) To the extent permitted by applicable law, the Company from time
to time may increase the Conversion Rate by any amount for any period of time if
the period is at least twenty (20) days, the increase is irrevocable during such
period, and the Board of Directors shall have made a determination that such
increase would be in the best interests of the Company, which determination
shall be conclusive; provided, however, that no such increase shall be taken
into account for purposes of determining whether the Closing Price Per Share of
the Common Stock equals or exceeds 105% of the Conversion Price in connection
with an event which would otherwise be a Change of Control. Whenever the
Conversion Rate is increased pursuant to the preceding sentence, the Company
shall give notice of the increase to the Holders in the manner provided in
Section 12.02 at least fifteen (15) days prior to the date the increased
Conversion Rate takes effect, and such notice shall state the increased
Conversion Rate and the period during which it will be in effect.

Section 10.05. Notice of Adjustments of Conversion Rate.

         Whenever the Conversion Rate is adjusted as herein provided:

         (1) the Company shall compute the adjusted Conversion Rate in
accordance with Section 10.04 and shall prepare a certificate signed by the
Chief Financial Officer of the Company setting forth the adjusted Conversion
Rate and showing in reasonable detail the facts upon which such adjustment is
based, and such certificate shall promptly be filed with the Trustee and with
each Conversion Agent; and

         (2) upon each such adjustment, a notice stating that the Conversion
Rate has been adjusted and setting forth the adjusted Conversion Rate shall be
required, and as soon as practicable after it is required, such notice shall be
provided by the Company to all Holders in accordance with Section 12.02.

         Neither the Trustee nor any Conversion Agent shall be under any duty or
responsibility with respect to any such certificate or the information and
calculations contained therein, except to exhibit the same to any Holder of
Notes desiring inspection thereof at its office during normal business hours,
and shall not be deemed to have knowledge of any adjustment in the Conversion
Rate unless and until a Responsible Officer of the Trustee shall have received
such a certificate. Until a Responsible Officer of the Trustee receives such a
certificate, the Trustee and each Conversion Agent may assume without inquiry
that the last Conversion Rate of which the Trustee has knowledge of remains in
effect.

Section 10.06. Notice of Certain Corporate Action.

         In case:



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<PAGE>   68
         (1) the Company shall declare a dividend (or any other distribution) on
its Common Stock payable (i) otherwise than exclusively in cash or (ii)
exclusively in cash in an amount that would require any adjustment pursuant to
Section 10.04; or

         (2) the Company shall authorize the granting to all or substantially
all of the holders of its Common Stock of rights, options or warrants to
subscribe for or purchase any shares of capital stock of any class or of any
other rights; or

         (3) of any reclassification of the Common Stock, or of any
consolidation, merger or share exchange to which the Company is a party and for
which approval of any stockholders of the Company is required, or of the
conveyance, sale, transfer or lease of all or substantially all of the assets of
the Company; or

         (4) of the voluntary or involuntary dissolution, liquidation or winding
up of the Company;

then the Company shall cause to be filed at each office or agency maintained for
the purpose of conversion of Notes pursuant to Section 4.02, and shall cause to
be provided to all Holders in accordance with Section 12.02, at least 20 days
(or 10 days in any case specified in clause (1) or (2) above) prior to the
applicable record or effective date hereinafter specified, a notice stating (x)
the date on which a record is to be taken for the purpose of such dividend,
distribution, rights, options or warrants, or, if a record is not to be taken,
the date as of which the holders of Common Stock of record to be entitled to
such dividend, distribution, rights, options or warrants are to be determined or
(y) the date on which such reclassification, consolidation, merger, conveyance,
transfer, sale, lease, dissolution, liquidation or winding up is expected to
become effective, and the date as of which it is expected that holders of Common
Stock of record shall be entitled to exchange their shares of Common Stock for
securities, cash or other property deliverable upon such reclassification,
consolidation, merger, conveyance, transfer, sale, lease, dissolution,
liquidation or winding up. Neither the failure to give such notice or the notice
referred to in the following paragraph nor any defect therein shall affect the
legality or validity of the proceedings described in clauses (1) through (4) of
this Section 10.06. If at the time the Trustee shall not be the conversion
agent, a copy of such notice shall also forthwith be filed by the Company with
the Trustee.

         The Company shall cause to be filed at the Corporate Trust Office and
each office or agency maintained for the purpose of conversion of Notes pursuant
to Section 4.02, and shall cause to be provided to all Holders in accordance
with Section 12.02, notice of any tender offer by the Company or any Subsidiary
for all or any portion of the Common Stock at or about the time that such notice
of tender offer is provided to the public generally.



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<PAGE>   69
Section 10.07. Company to Reserve Common Stock.

         The Company shall at all times reserve and keep available, free from
preemptive rights, out of its authorized but unissued Common Stock, for the
purpose of effecting the conversion of Notes, the full number of shares of
Common Stock then issuable upon the conversion of all outstanding Notes.

Section 10.08. Taxes on Conversions.

         Except as provided in the next sentence, the Company will pay any and
all taxes and duties that may be payable in respect of the issue or delivery of
shares of Common Stock on conversion of Notes pursuant hereto. The Company shall
not, however, be required to pay any tax or duty which may be payable in respect
of any transfer involved in the issue and delivery of shares of Common Stock in
a name other than that of the Holder of the Note or Notes to be converted, and
no such issue or delivery shall be made unless and until the Person requesting
such issue has paid to the Company the amount of any such tax or duty, or has
established to the satisfaction of the Company that such tax or duty has been
paid.

Section 10.09. Covenant as to Common Stock.

         The Company agrees that all shares of Common Stock which may be
delivered upon conversion of Notes, upon such delivery, will have been duly
authorized and validly issued and will be fully paid and nonassessable and,
except as provided in Section 10.08, the Company will pay all taxes, liens and
charges with respect to the issue thereof.

Section 10.10. Cancellation of Converted Notes.

         All Notes delivered for conversion shall be delivered to the Trustee or
its agent to be canceled by or at the direction of the Trustee, which shall
dispose of the same as provided in Section 2.12.

Section 10.11. Provision in Case of Consolidation, Merger or Sale of Assets.

         In case of any consolidation or merger of the Company with or into any
other Person, any merger of another Person with or into the Company (other than
a merger which does not result in any reclassification, conversion, exchange or
cancellation of outstanding shares of Common Stock of the Company) or any
conveyance, sale, transfer or lease of all or substantially all of the assets of
the Company, the Person formed by such consolidation or resulting from such
merger or which acquires such assets, as the case may be, shall execute and
deliver to the Trustee a supplemental indenture providing that the Holder of
each Note then outstanding shall have the right thereafter, during the period
such Note shall be convertible as specified in Section 10.01, to convert such
Note only into the kind and amount of securities, cash and other property
receivable upon such




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<PAGE>   70
consolidation, merger, conveyance, sale, transfer or lease by a holder of the
number of shares of Common Stock of the Company into which such Note might have
been converted immediately prior to such consolidation, merger, conveyance,
sale, transfer or lease, assuming such holder of Common Stock of the Company (i)
is not (A) a Person with which the Company consolidated or merged with or into
or which merged into or with the Company or to which such conveyance, sale,
transfer or lease was made, as the case may be (a "Constituent Person"), or (B)
an Affiliate of a Constituent Person and (ii) failed to exercise his rights of
election, if any, as to the kind or amount of securities, cash and other
property receivable upon such consolidation, merger, conveyance, sale, transfer
or lease (provided that if the kind or amount of securities, cash and other
property receivable upon such consolidation, merger, conveyance, sale, transfer,
or lease is not the same for each share of Common Stock of the Company held
immediately prior to such consolidation, merger, conveyance, sale, transfer or
lease by others than a Constituent Person or an Affiliate thereof and in respect
of which such rights of election shall not have been exercised ("Non-electing
Share"), then for the purpose of this Section 10.11 the kind and amount of
securities, cash and other property receivable upon such consolidation, merger,
conveyance, sale, transfer or lease by the holders of each Non-electing Share
shall be deemed to be the kind and amount so receivable per share by a plurality
of the Non-electing Shares). Such supplemental indenture shall provide for
adjustments which, for events subsequent to the effective date of such
supplemental indenture, shall be as nearly equivalent as may be practicable to
the adjustments provided for in this Article. The above provisions of this
Section 10.11 shall similarly apply to successive consolidations, mergers,
conveyances, sales, transfers or leases. Notice of the execution of such a
supplemental indenture shall be given by the Company to the Holder of each Note
as provided in Section 12.02 promptly upon such execution.

         Neither the Trustee nor any Conversion Agent shall be under any
responsibility to determine the correctness of any provisions contained in any
such supplemental indenture relating either to the kind or amount of shares of
stock or other securities or property or cash receivable by Holders of Notes
upon the conversion of their Notes after any such consolidation, merger,
conveyance, transfer, sale or lease or to any such adjustment, but may accept as
conclusive evidence of the correctness of any such provisions, and shall be
protected in relying upon, an Opinion of Counsel with respect thereto, which the
Company shall cause to be furnished to the Trustee.

Section 10.12. Rights Issued in Respect of Common Stock.

         Rights or warrants distributed by the Company to all holders of Common
Stock entitling the holders thereof to subscribe for or purchase shares of the
Company's capital stock (either initially or under certain circumstances), which
rights or warrants, until the occurrence of a specified event or events
("Trigger Event"):

         (i) are deemed to be transferred with such shares of Common Stock,




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<PAGE>   71
         (ii) are not exercisable, and

         (iii) are also issued in respect of future issuances of Common Stock

shall not be deemed distributed for purposes of Sections 10.04(2) and 10.04(4)
until the occurrence of the earliest Trigger Event. In addition, in the event of
any distribution of rights or warrants, or any Trigger Event with respect
thereto, that shall have resulted in an adjustment to the Conversion Rate under
Section 10.04(2), (1) in the case of any such rights or warrants which shall all
have been redeemed or repurchased without exercise by any holders thereof, the
Conversion Rate shall be readjusted upon such final redemption or repurchase to
give effect to such distribution or Trigger Event, as the case may be, as though
it were a cash distribution, equal to the per share redemption or repurchase
price received by a holder of Common Stock with respect to such rights or
warrants (assuming such holder had retained such rights or warrants), made to
all holders of Common Stock as of the date of such redemption or repurchase, and
(2) in the case of any such rights or warrants all of which shall have expired
without exercise by any holder thereof, the Conversion Price shall be readjusted
as if such issuance had not occurred.

Section 10.13. Responsibility of Trustee for Conversion Provisions.

         The Trustee, subject to the provisions of Section 7.01, and any
Conversion Agent shall not at any time be under any duty or responsibility to
any Holder of Notes to determine whether any facts exist which may require any
adjustment of the Conversion Rate, or with respect to the nature or extent of
any such adjustment when made, or with respect to the method employed, herein or
in any supplemental indenture provided to be employed, in making the same, or
whether a supplemental indenture need be entered into. Neither the Trustee,
subject to the provisions of Section 7.01, nor any Conversion Agent shall be
accountable with respect to the validity or value (or the kind or amount) of any
Common Stock, or of any other Notes or property or cash, which may at any time
be issued or delivered upon the conversion of any Note; and it or they do not
make any representation with respect thereto. Neither the Trustee, subject to
the provisions of Section 7.01, nor any Conversion Agent shall be responsible
for any failure of the Company to make or calculate any cash payment or to
issue, transfer or deliver any shares of Common Stock or share certificates or
other Notes or property or cash upon the surrender of any Note for the purpose
of conversion; and the Trustee, subject to the provisions of Section 7.01, and
any Conversion Agent shall not be responsible for any failure of the Company to
comply with any of the covenants of the Company contained in this Article.




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<PAGE>   72

                                   ARTICLE 11

             REPURCHASE OF NOTES AT THE OPTION OF THE HOLDER UPON A
                               CHANGE OF CONTROL

Section 11.01. Right to Require Repurchase.

      If a Change of Control occurs, each Holder shall have the right, at the
Holder's option, but subject to the provisions of Section 11.02, to require the
Company to repurchase, and upon the exercise of such right the Company shall
repurchase, all of such Holder's Notes not theretofore called for redemption, or
any portion of the principal amount thereof that is equal to U.S. $1,000 or any
integral multiple of U.S. $1,000 in excess thereof (provided that no single Note
may be repurchased in part unless the portion of the principal amount of such
Note to be outstanding after such repurchase is equal to U.S. $1,000 or integral
multiples of U.S. $1,000 in excess thereof), pursuant to a Change of Control
Offer. In the Change of Control Offer, the Company shall offer (a "Change of
Control Offer") a payment equal to 100% of the aggregate principal amount of the
Notes to be repurchased plus interest accrued to but excluding the Repurchase
Date (the "Repurchase Price"); provided, however, that installments of interest
on Notes whose Stated Maturity is on or prior to the Repurchase Date shall be
payable to the Holders of such Notes, or one or more Predecessor Notes,
registered as such on the relevant Record Date according to their terms. At the
option of the Company, the Repurchase Price may be paid in cash or, subject to
the fulfillment by the Company of the conditions set forth Section 11.02, by
delivery of shares of Common Stock having a fair market value equal to the
Repurchase Price. Whenever in this Indenture there is a reference, in any
context, to the principal of any Note as of any time, such reference shall be
deemed to include reference to the Repurchase Price payable in respect of such
Note to the extent that such Repurchase Price is, was or would be so payable at
such time, and express mention of the Repurchase Price in any provision of this
Indenture shall not be construed as excluding the Repurchase Price in those
provisions of this Indenture when such express mention is not made.

Section 11.02. Conditions to the Company's Election to Pay the Repurchase Price
               in Common Stock.

      Except as provided in the last paragraph of this Section 11.02, the
Company may elect to pay the Repurchase Price by delivery of shares of Common
Stock pursuant to Section 11.01 if and only if the following conditions shall
have been satisfied:

      (1) The shares of Common Stock deliverable in payment of the Repurchase
Price shall have a fair market value as of the Repurchase Date of not less than
the Repurchase Price. For purposes of Section 11.01 and this Section 11.02, the
fair market value of shares of Common Stock shall be determined by the Company
and shall be equal to 95%


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<PAGE>   73
of the average of the Closing Prices Per Share of the Common Stock for the five
consecutive Trading Days immediately preceding and including the fifth Trading
Day prior to the Repurchase Date;

      (2) The Repurchase Price shall be paid only in cash in the event any
shares of Common Stock to be issued upon repurchase of Notes hereunder (i)
require registration under any federal securities law before such shares may be
freely transferable without being subject to any transfer restrictions under the
Securities Act upon repurchase and if such registration is not completed or does
not become effective prior to the Repurchase Date, and/or (ii) require
registration with or approval of any governmental authority under any state law
or any other federal law before such shares may be validly issued or delivered
upon repurchase and if such registration is not completed or does not become
effective or such approval is not obtained prior to the Repurchase Date (it
being understood that, in the case of this clause (ii) only, if (with respect to
any particular Holder) (x) the Company has been unable so to effect such
registration or obtain such approval after having used its reasonable best
efforts to do so and, as a result, such Holder would be unable to receive shares
of Common Stock or would receive shares of Common Stock that are not free from
restrictions on transfer and (y) the Company pays the full amount of the
Repurchase Price to such Holder in cash as provided in Section 11.01, the
condition set forth in this clause (ii) will be deemed to be satisfied);

      (3) Payment of the Repurchase Price may not be made in shares of Common
Stock unless such Common Stock is, or shall have been, approved for quotation on
the Nasdaq National Market or listed on a national securities exchange, in
either case, prior to the Repurchase Date; and

      (4) All shares of Common Stock which may be issued upon repurchase of
Notes will be issued out of the Company's authorized but unissued Common Stock
and, upon issuance, will be duly and validly issued and fully paid and
non-assessable and free of any preemptive or similar rights.

      If all of the conditions set forth in this Section 11.02 are not satisfied
in accordance with the terms thereof, the Repurchase Price shall be paid by the
Company only in cash. Moreover, and notwithstanding anything in this Article 11
to the contrary, the Repurchase Price shall not be payable in shares of Common
Stock in the case of a Change of Control under clause (6) of the definition of
"Change of Control".

Section 11.03. Notices; Method of Exercising Repurchase Right, Etc.

      (1) Within ten days following any Change of Control, the Company shall
mail a notice to each Holder (with a copy to the Trustee) describing the
transaction or transactions that constitute the Change of Control and stating:


                                       66
<PAGE>   74
         (i) the Repurchase Date, which shall not exceed 30 Business Days from
   the date such notice is mailed (the "Repurchase Date");

         (ii) the date by which the repurchase right must be exercised;

         (iii) the Repurchase Price, and whether the Repurchase Price shall be
   paid by the Company in cash or by delivery of shares of Common Stock;

         (iv) a description of the procedure which a Holder must follow to
   exercise a repurchase right, and the place or places where, or procedures by
   which, such Notes are to be surrendered for payment of the Repurchase Price
   and accrued interest (including Liquidated Damages, if any), if any to the
   Repurchase Date;

         (v) that on the Repurchase Date the Repurchase Price, and accrued
   interest (including Liquidated Damages, if any), if any to the Repurchase
   Date, will become due and payable upon each such Note designated by the
   Holder to be repurchased, and that interest thereon shall cease to accrue on
   and after said date;

         (vi) the Conversion Rate then in effect, the date on which the right to
   convert the principal amount of the Notes to be repurchased will terminate
   and the place or places where, or procedures by which, such Notes may be
   surrendered for conversion;

         (vii) the place or places that the Note with the "Option of Holder to
   Purchase" as specified on the reverse of the Note shall be delivered, and if
   the Note is a Restricted Notes Certificate the place or places that the
   Surrender Certificate required by Section 11.03(9) shall be delivered;

         (viii) that any Note not tendered shall continue to accrue interest;

         (ix) that Holders shall be entitled to withdraw their election if the
   Paying Agent receives, not later than the close of business on the second
   Business Day preceding the Repurchase Date, a telegram, telex, facsimile
   transmission or letter setting forth the name of the Holder, the principal
   amount of Notes delivered for purchase, and a statement that such Holder is
   withdrawing his election to have the Notes purchased; and

         (x) that Holders whose Notes are being purchased only in part shall be
   issued new Notes equal in principal amount to the unpurchased portion of the
   Notes surrendered, which unpurchased portion must be equal to $1,000 in
   principal amount or an integral multiple thereof.

      No failure of the Company to give the foregoing notices or defect therein
shall limit any Holder's right to exercise a repurchase right or affect the
validity of the proceedings for the repurchase of Notes.


                                       67
<PAGE>   75
            If any of the foregoing provisions or other provisions of this
Article 11 are inconsistent with applicable law, such law shall govern.

      (2) To exercise a repurchase right, a Holder shall deliver to the Trustee
on or before the date specified in the repurchase notice (i) written notice of
the Holder's exercise of such right, which notice shall set forth the name of
the Holder, the principal amount of the Notes to be repurchased (and, if any
Note is to repurchased in part, the serial number thereof, the portion of the
principal amount thereof to be repurchased and the name of the Person in which
the portion thereof to remain outstanding after such repurchase is to be
registered) and a statement that an election to exercise the repurchase right is
being made thereby, and, in the event that the Repurchase Price shall be paid in
shares of Common Stock, the name or names (with addresses) in which the
certificate or certificates for shares of Common Stock shall be issued, and (ii)
the Notes with respect to which the repurchase right is being exercised. The
right of the Holder to convert the Notes with respect to which the repurchase
right is being exercised shall continue until the close of business on the
Business Day prior to the Repurchase Date.

      (3) In the event a repurchase right shall be exercised in accordance with
the terms hereof, on the Repurchase Date, the Company shall accept for payment
all Notes or portions thereof properly tendered pursuant to the Change of
Control Offer, deposit with or pay or cause to be paid to the Trustee the
Repurchase Price in cash or shares of Common Stock, as provided above, for
payment by the Trustee to the Holder on the Repurchase Date or, if shares of
Common Stock are to be paid, as promptly after the Repurchase Date as
practicable; provided, however, that installments of interest that mature on or
prior to the Repurchase Date shall be payable in cash to the Holders of such
Notes, or one or more Predecessor Notes, registered as such at the close of
business on the relevant Regular Record Date; and deliver or cause to be
delivered to the Trustee the Notes so accepted together with an Officers'
Certificate stating the aggregate principal amount of Notes or portions thereof
being purchased by the Company.

      (4) If any Note (or portion thereof) surrendered for repurchase shall not
be so paid on the Repurchase Date, the principal amount of such Note (or portion
thereof, as the case may be) shall, until paid, bear interest to the extent
permitted by applicable law from the Repurchase Date at the rate specified
therein, and each Note shall remain convertible into Common Stock until the
principal of such Note (or portion thereof, as the case may be) shall have been
paid or duly provided for.

      (5) Any Note which is to be repurchased only in part shall be surrendered
to the Trustee (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 his attorney duly authorized
in writing), and the Company shall execute, and the Trustee shall authenticate
and mail (or cause to be transferred by book entry) to the Holder of such Note
without service charge, a new Note


                                       68
<PAGE>   76
or Notes, containing identical terms and conditions, each in an authorized
denomination in aggregate principal amount equal to and in exchange for the
unrepurchased portion of the principal of the Note so surrendered; provided that
each such new Note shall be in principal amount of $1,000 or an integral
multiple thereof.

      (6) Any issuance of shares of Common Stock in respect of the Repurchase
Price shall be deemed to have been effected immediately prior to the close of
business on the Repurchase Date and the Person or Persons in whose name or names
any certificate or certificates for shares of Common Stock shall be issuable
upon such repurchase shall be deemed to have become on the Repurchase Date the
holder or holders of record of the shares represented thereby; provided,
however, that any surrender for repurchase on a date when the stock transfer
books of the Company shall be closed shall constitute the Person or Persons in
whose name or names the certificate or certificates for such shares are to be
issued as the record holder or holders thereof for all purposes at the opening
of business on the next succeeding day on which such stock transfer books are
open. No payment or adjustment shall be made for dividends or distributions on
any Common Stock issued upon repurchase of any Note declared prior to the
Repurchase Date.

      (7) No fractions of shares shall be issued upon repurchase of Notes. If
more than one Note shall be repurchased from the same Holder and the Repurchase
Price shall be payable in shares of Common Stock, the number of full shares
which shall be issuable upon such repurchase shall be computed on the basis of
the aggregate principal amount of the Notes so repurchased. Instead of any
fractional share of Common Stock which would otherwise be issuable on the
repurchase of any Note or Notes, the Company will deliver to the applicable
Holder its check for the current market value of such fractional share or round
up the number of shares of Common Stock issuable upon conversion to the nearest
whole share). The current market value of a fraction of a share is determined by
multiplying the current market price of a full share by the fraction, and
rounding the result to the nearest cent. For purposes of this Section, the
current market price of a share of Common Stock is the Closing Price Per Share
of the Common Stock on the Trading Day immediately preceding the Repurchase
Date.

      (8) Any issuance and delivery of certificates for shares of Common Stock
on repurchase of Notes shall be made without charge to the Holder of Notes being
repurchased for such certificates or for any tax or duty in respect of the
issuance or delivery of such certificates or the Notes represented thereby;
provided, however, that the Company shall not be required to pay any tax or duty
which may be payable in respect of (i) income of the Holder or (ii) any transfer
involved in the issuance or delivery of certificates for shares of Common Stock
in a name other than that of the Holder of the Notes being repurchased, and no
such issuance or delivery shall be made unless and until the Person requesting
such issuance or delivery has paid to the Company the amount of any such tax or
duty or has established, to the satisfaction of the Company, that such tax or
duty has been paid.


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<PAGE>   77
      (9) If shares of Common Stock to be delivered upon repurchase of a Note
are to be registered in a name other than that of the beneficial owner of such
Note, then such Holder must deliver to the Trustee a Surrender Certificate,
dated the date of surrender of such Restricted Note and signed by such
beneficial owner, as to compliance with the restrictions on transfer applicable
to such Restricted Note. Neither the Trustee nor any Registrar or Transfer Agent
or other agents shall be required to register in a name other than that of the
beneficial owner shares of Common Stock issued upon repurchase of any such
Restricted Note not so accompanied by a properly completed Surrender
Certificate.

      (10) All Notes delivered for repurchase shall be delivered to the Trustee
to be canceled at the direction of the Trustee, which shall dispose of the same
as provided in Section 2.12.

      (11) The provisions described above that require the Company to make a
Change of Control Offer following a Change of Control shall be applicable
regardless of whether or not any other provisions in this Indenture are
applicable. Notwithstanding any other provision of this Article 11, the Company
shall not be required to make a Change of Control Offer upon a Change of Control
if a third party makes the Change of Control Offer in the manner, at the times
and otherwise in compliance with the requirements set forth in this Indenture
applicable to a Change of Control Offer made by the Company and purchases all
Notes validly tendered and not withdrawn under such Change of Control Offer.

Section 11.04. Consolidation, Merger, Etc.

      In the case of any merger, consolidation, conveyance, sale, transfer or
lease of all or substantially all of the assets of the Company to which Section
10.11 applies, in which the Common Stock of the Company is changed or exchanged
as a result into the right to receive shares of stock and other Notes or
property or assets (including cash) which includes shares of Common Stock of the
Company or common stock of another Person that are, or upon issuance will be,
traded on a United States national securities exchange or approved for trading
on an established automated over-the-counter trading market in the United States
and such shares constitute at the time such change or exchange becomes effective
in excess of 50% of the aggregate fair market value of such shares of stock and
other securities, property and assets (including cash) (as determined by the
Company, which determination shall be conclusive and binding), then the Person
formed by such consolidation or resulting from such merger or combination or
which acquires the properties or assets (including cash) of the Company, as the
case may be, shall execute and deliver to the Trustee a supplemental indenture
(which shall comply with the Trust Indenture Act as in force at the date of
execution of such supplemental indenture) modifying the provisions of this
Indenture relating to the right of Holders to cause the Company to repurchase
the Notes following a Change of Control, including without limitation the
applicable provisions of this Article 11 and the definitions of the Common


                                       70
<PAGE>   78
Stock and Change of Control, as appropriate, and such other related definitions
set forth herein as determined in good faith by the Company (which determination
shall be conclusive and binding), to make such provisions apply in the event of
a subsequent Change of Control to the common stock and the issuer thereof if
different from the Company and Common Stock of the Company (in lieu of the
Company and the Common Stock of the Company).

                                   ARTICLE 12

                                  MISCELLANEOUS

Section 12.01. Trust Indenture Act Controls.

      If any provision of this Indenture limits, qualifies or conflicts with the
duties imposed by TIA ss. 318(c), the imposed duties shall control.

Section 12.02. Notices.

      Any notice or communication by the Company or the Trustee to the others is
duly given if in writing and delivered in Person or mailed by first class mail
(registered or certified, return receipt requested), telex, telecopier or
overnight air courier guaranteeing next day delivery, to the others' address:

      If to the Company:

      c/o Charter Communications, Inc.
      12444 Powerscourt Drive, Suite 100
      St. Louis, Missouri  63131
      Telecopier No.:  (314) 965-8793
      Attention: Secretary

      With a copy to:

      Paul, Hastings, Janofsky & Walker LLP   Irell & Manella
      399 Park Avenue                         1800 Avenue of the Stars
      31st Floor                              Suite 900
      New York, New York  10022               Los Angeles, California  90067
      Telecopier No.:  (212) 319-4090         Telecopier No.:  (310) 203-7199
      Attention: Leigh P. Ryan, Esq.          Attention: Meredith Jackson,
                                                         Esq.


                                       71
<PAGE>   79
      If to the Trustee:

      BNY Midwest Trust Company
      2 N. LaSalle, Suite 1020
      Chicago, Illinois  60602
      Telecopier No.:  (312) 827-8542
      Attention: Corporate Trust Department

      The Company or the Trustee, by notice to the others may designate
additional or different addresses for subsequent notices or communications.

      All notices and communications (other than those sent to Holders) shall be
deemed to have been duly given: at the time delivered by hand, if personally
delivered; five Business Days after being deposited in the mail, postage
prepaid, if mailed; when answered back, if telexed; when receipt acknowledged,
if telecopied; and the next Business Day after timely delivery to the courier,
if sent by overnight air courier guaranteeing next day delivery.

      Any notice or communication to a Holder shall be mailed by first class
mail, certified or registered, return receipt requested, or by overnight air
courier guaranteeing next day delivery to its address shown on the register kept
by the Registrar. Any notice or communication shall also be so mailed to any
Person described in TIA ss. 313(c), to the extent required by the TIA. Failure
to mail a notice or communication to a Holder or any defect in it shall not
affect its sufficiency with respect to other Holders.

      If a notice or communication is mailed in the manner provided above within
the time prescribed, it is duly given, whether or not the addressee receives it.

      If the Company mail a notice or communication to Holders, it shall mail a
copy to the Trustee and each Agent at the same time.

Section 12.03. Communication by Holders of Notes with Other Holders of Notes.

      Holders may communicate pursuant to TIA ss. 312(b) with other Holders with
respect to their rights under this Indenture or the Notes. The Company, the
Trustee, the Registrar and anyone else shall have the protection of TIA ss.
312(c).

Section 12.04. Certificate and Opinion as to Conditions Precedent.

      Upon any request or application by the Company to the Trustee to take any
action under this Indenture, the Company shall furnish to the Trustee:

      (a) an Officers' Certificate in form and substance reasonably satisfactory
to the Trustee (which shall include the statements set forth in Section 12.05)
stating that, in the


                                       72
<PAGE>   80
opinion of the signers, all conditions precedent and covenants, if any, provided
for in this Indenture relating to the proposed action have been satisfied; and

      (b) an Opinion of Counsel in form and substance reasonably satisfactory to
the Trustee (which shall include the statements set forth in Section 12.05)
stating that, in the opinion of such counsel, all such conditions precedent and
covenants have been satisfied.

Section 12.05. Statements Required in Certificate or Opinion.

      Each certificate or opinion with respect to compliance with a condition or
covenant provided for in this Indenture (other than a certificate provided
pursuant to TIA ss. 314(a)(4)) shall comply with the provisions of TIA ss.
314(e) and shall include:

      (a) a statement that the Person making such certificate or opinion has
read such covenant or condition;

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

      (c) a statement that, in the opinion of such Person, he or she 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
satisfied; and

      (d) a statement as to whether or not, in the opinion of such Person, such
condition or covenant has been satisfied.

Section 12.06. Rules by Trustee and Agents.

      The Trustee may make reasonable rules for action by or at a meeting of
Holders. The Registrar or Paying Agent may make reasonable rules and set
reasonable requirements for its functions.

Section 12.07. No Personal Liability of Directors, Officers, Employees, Members
               and Stockholders.

      No director, officer, employee, incorporator, member or stockholder of the
Company, as such, shall have any liability for any obligations of the Company
under the Notes, this Indenture or for any claim based on, in respect of, or by
reason of, such obligations or their creation. Each Holder of Notes by accepting
a Note waives and releases all such liability. The waiver and release are part
of the consideration for issuance of the Notes.


                                       73
<PAGE>   81
Section 12.08. Governing Law.

      THE INTERNAL LAW OF THE STATE OF NEW YORK SHALL GOVERN AND BE USED TO
CONSTRUE THIS INDENTURE AND THE NOTES WITHOUT GIVING EFFECT TO APPLICABLE
PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAWS OF
ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY. EACH OF THE PARTIES HERETO
AGREES TO SUBMIT TO THE JURISDICTION OF THE COURTS OF THE STATE OF NEW YORK IN
ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS INDENTURE OR THE
NOTES.

Section 12.09. No Adverse Interpretation of Other Agreements.

      This Indenture may not be used to interpret any other indenture, loan or
debt agreement of the Company or its Subsidiaries or of any other Person. Any
such indenture, loan or debt agreement may not be used to interpret this
Indenture.

Section 12.10. Successors.

      All agreements of the Company in this Indenture and the Notes, as the case
may be, shall bind its successors. All agreements of the Trustee in this
Indenture shall bind its successors.

Section 12.11. Severability.

      In case any provision in this Indenture or the Notes, as the case may be,
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 12.12. Counterpart Originals.

      The parties may sign any number of copies of this Indenture. Each signed
copy shall be an original, but all of them together represent the same
agreement.

Section 12.13. Table of Contents, Headings, etc.

      The Table of Contents, Cross-Reference Table and Headings of the Articles
and Sections of this Indenture have been inserted for convenience of reference
only, are not to be considered a part of this Indenture and shall in no way
modify or restrict any of the terms or provisions.


                                       74
<PAGE>   82
                                   ARTICLE 13

                           SATISFACTION AND DISCHARGE

Section 13.01. Satisfaction and Discharge of Indenture.

      This Indenture shall cease to be of further effect (except as to any
surviving rights of registration of transfer or exchange or conversion of Notes
herein expressly provided for), and the Trustee, on demand of and at the expense
of the Company, shall execute proper instruments acknowledging satisfaction and
discharge of this Indenture, when

      (1) either

            (A) all Notes theretofore authenticated and delivered (other than
      (i) Notes which have been destroyed, lost or stolen and which have been
      replaced or paid as provided in Section 2.08 and (ii) Notes for whose
      payment money has theretofore been deposited in trust or segregated and
      held in trust by the Company and thereafter repaid to the Company or
      discharged from such trust,) have been delivered to the Trustee for
      cancellation; or

            (B) all such Notes 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) are to be called for redemption within one year under
            arrangements satisfactory 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 deposited or
      caused to be deposited with the Trustee as trust funds in trust for the
      purpose an amount sufficient to pay and discharge the entire indebtedness
      on such Notes not theretofore delivered to the Trustee for cancellation,
      for principal (and premium, if any) and interest to the date of such
      deposit (in the case of Notes which have become due and payable) or to the
      maturity or redemption thereof, as the case may be;

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


                                       75
<PAGE>   83
      (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 have
been complied with.

      Notwithstanding the satisfaction and discharge of this Indenture pursuant
to this Article 11, the obligations of the Company to the Trustee under Section
7.07, 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 13.02 shall survive such satisfaction and discharge.

Section 13.02. Application of Trust Money.

      All money deposited with the Trustee pursuant to Section 13.01 shall be
held in trust and applied by it, in accordance with the provisions of the Notes
and this Indenture, to the payment, either directly or through any Paying Agent
as the Trustee may determine, to the Persons entitled thereto, of the principal
(and premium, if any) and interest for whose payment such money has been
deposited with the Trustee.

      All moneys deposited with the Trustee pursuant to Section 13.01 (and held
by it or any Paying Agent) for the payment of Notes subsequently converted shall
be returned to the Company upon a written request signed in the name of the
Company by an Officer.


                         [Signatures on following page]


                                       76
<PAGE>   84
      IN WITNESS WHEREOF, the parties hereto have caused this Indenture to be
duly executed as of the day and year first above written.


                        CHARTER COMMUNICATIONS, INC.


                        By /s/ Ralph G. Kelly
                           ---------------------------------
                           Name: Ralph G. Kelly
                           Title: Senior Vice President and Treasurer


                        BNY MIDWEST TRUST COMPANY,
                        as Trustee


                        By /s/ J. Bartolini
                           ---------------------------------
                           Name: J. Bartolini
                           Title: Vice President


                                       77
<PAGE>   85
                                                                       EXHIBIT A


                                 [FACE OF NOTE]

      [THE FOLLOWING LEGEND SHALL APPEAR ON THE FACE OF EACH RESTRICTED NOTE:

      THIS NOTE AND ANY CLASS A COMMON STOCK ISSUABLE UPON THE CONVERSION OF
THIS NOTE HAVE NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS
AMENDED (THE "SECURITIES ACT"), AND MAY NOT BE SOLD OR OTHERWISE TRANSFERRED IN
THE ABSENCE OF SUCH REGISTRATION OR AN APPLICABLE EXEMPTION THEREFROM. EACH
PURCHASER OF THIS NOTE IS HEREBY NOTIFIED THAT THE SELLER OF THIS NOTE MAY BE
RELYING ON THE EXEMPTION FROM THE PROVISIONS OF SECTION 5 OF THE SECURITIES ACT
PROVIDED BY RULE 144A THEREUNDER.

      THIS NOTE AND ANY CLASS A COMMON STOCK ISSUABLE UPON CONVERSION OF THIS
NOTE MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT (A) (I)
TO A PERSON WHO THE TRANSFEROR REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL
BUYER WITHIN THE MEANING OF RULE 144A UNDER THE SECURITIES ACT ACQUIRING FOR ITS
OWN ACCOUNT OR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER IN A TRANSACTION
MEETING THE REQUIREMENTS OF RULE 144A, (II) PURSUANT TO THE EXEMPTION FROM
REGISTRATION UNDER THE SECURITIES ACT PROVIDED BY RULE 144 THEREUNDER (IF
AVAILABLE), (III) TO AN INSTITUTION THAT IS AN "ACCREDITED INVESTOR" WITHIN THE
MEANING OF RULE 501(A)(1), (2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES
ACT PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT (IF
AVAILABLE) OR (IV) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE
SECURITIES ACT, AND (B) IN ACCORDANCE WITH ALL APPLICABLE SECURITIES LAWS OF THE
STATES OF THE UNITED STATES AND OTHER JURISDICTIONS.

      THIS NOTE, ANY SHARES OF COMMON STOCK ISSUABLE UPON ITS CONVERSION AND ANY
RELATED DOCUMENTATION MAY BE AMENDED OR SUPPLEMENTED FROM TIME TO TIME TO MODIFY
THE RESTRICTIONS ON RESALES AND OTHER TRANSFERS OF THIS NOTE AND ANY SUCH SHARES
TO REFLECT ANY CHANGE IN APPLICABLE LAW OR REGULATION (OR THE INTERPRETATION
THEREOF) OR IN PRACTICES RELATING TO THE RESALE OR TRANSFER OF RESTRICTED
SECURITIES GENERALLY. THE HOLDER OF THIS NOTE AND ANY SUCH SHARES SHALL BE
DEEMED BY THE ACCEPTANCE OF THIS NOTE AND


                                      A-1
<PAGE>   86
ANY SUCH SHARES TO HAVE AGREED TO ANY SUCH AMENDMENT OR SUPPLEMENT.]

      [THE FOLLOWING LEGEND SHALL APPEAR ON THE FACE OF EACH GLOBAL NOTE:

      THIS NOTE IS A GLOBAL NOTE WITHIN THE MEANING OF THE INDENTURE HEREINAFTER
REFERRED TO AND IS REGISTERED IN THE NAME OF THE DEPOSITARY OR A NOMINEE OF THE
DEPOSITARY, WHICH MAY BE TREATED BY THE COMPANY, THE TRUSTEE AND ANY AGENT
THEREOF AS OWNER AND HOLDER OF THIS NOTE FOR ALL PURPOSES.

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

      UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR SECURITIES IN
DEFINITIVE REGISTERED FORM IN THE LIMITED CIRCUMSTANCES REFERRED TO IN THE
INDENTURE, THIS GLOBAL NOTE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE
DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO
THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY
SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR
DEPOSITARY.]


                                      A-2
<PAGE>   87
                               CUSIP NO. 16117MAA5

                     5.75% Convertible Senior Notes due 2005

No.  R-

                               $[________________]

                          CHARTER COMMUNICATIONS, INC.

promises to pay to
_______________________________________________________________________________

or registered assigns,

the principal amount of  _____________________________________ Dollars

($______________________________)(1) on October 15, 2005.

Interest Payment Dates: April 15 and October 15

Regular Record Dates: April 1 and October 1

Subject to Restrictions set forth in this Note.




________

1   If this Note is a Global Note, then insert: "(which principal amount may
    from time to time be increased or decreased to such other principal amount
    by adjustments made on the records of the Trustee hereinafter referred to in
    accordance with the Indenture)".


                                      A-3
<PAGE>   88
Dated:

   CHARTER COMMUNICATIONS, INC.

   By __________________________________
      Name:
      Title:

   By __________________________________
      Name:
      Title:


   This is one of the Notes referred to
   in the within-mentioned Indenture:

   BNY MIDWEST TRUST COMPANY,
      as Trustee

   By: _________________________________
       Authorized Signatory


                                      A-4
<PAGE>   89
                                 [BACK OF NOTE]

                     5.75% Convertible Senior Notes due 2005

      Capitalized terms used herein shall have the meanings assigned to them in
the Indenture referred to below unless otherwise indicated.

      1. INTEREST. Charter Communications, Inc., a Delaware corporation (as
further defined in the Indenture, the "Company"), promises to pay interest on
the principal amount of this Note at the rate of 5.75% per annum from October
30, 2000 until Maturity. The interest rate on the Notes is subject to increase
pursuant to the provisions of the Registration Rights Agreement. The Company
will pay interest semi-annually in arrears on April 15 and October 15 of each
year (each an "Interest Payment Date"), or if any such day is not a Business
Day, on the next succeeding Business Day. Interest on the Notes will accrue from
the most recent date to which interest has been paid or, if no interest has been
paid, from the date of issuance; provided that if there is no existing Default
in the payment of interest, and if this Note is authenticated between a Regular
Record Date referred to on the face and the next succeeding Interest Payment
Date, interest shall accrue from such next succeeding Interest Payment Date. The
first Interest Payment Date shall be April 15, 2001. The Company shall pay
interest (including post-petition interest in any proceeding under any
Bankruptcy Law) on overdue principal and premium, if any, from time to time on
demand at a rate that is 1% per annum in excess of the rate then in effect; and
it shall pay interest (including post-petition interest in any proceeding under
any Bankruptcy Law) on overdue installments of interest (without regard to any
applicable grace periods) from time to time on demand at the same rate to the
extent lawful. Interest will be computed on the basis of a 360-day year of
twelve 30-day months.

      2. METHOD OF PAYMENT. The Company shall pay interest on the Notes (except
defaulted interest) to the Persons who are registered Holders of Notes at the
close of business on the April 1 or October 1 next preceding the Interest
Payment Date, even if such Notes are canceled after such record date and on or
before such Interest Payment Date, except as provided in Section 2.13 of the
Indenture with respect to defaulted interest. The Notes will be payable as to
principal, premium, if any, and interest at the office or agency of the Company
maintained for such purpose within or without the City and State of New York,
or, at the option of the Company, payment of interest may be made by check
mailed to the Holders at their addresses set forth in the Note Register, and
provided that payment by wire transfer of immediately available funds will be
required with respect to principal of and interest and premium on all Global
Notes and all other Notes the Holders of which shall have provided wire transfer
instructions to the Company or the Paying Agent. Such payment shall be in such
coin or currency of the United States of America as at the time of payment is
legal tender for payment of public and private debts.


                                      A-5
<PAGE>   90
      3. PAYING AGENT, REGISTRAR AND CONVERSION AGENT. Initially, BNY Midwest
Trust Company, the Trustee under the Indenture, will act as Paying Agent,
Registrar and Conversion Agent. The Company may change any Paying Agent,
Registrar or Conversion Agent without notice to any Holder. The Company or any
of its Subsidiaries may act in any such capacity.

      4. INDENTURE. The Company issued the Notes under an Indenture dated as of
October 30, 2000 (the "Indenture") between the Company and the Trustee. The
terms of the Notes include those stated in the Indenture and those made part of
the Indenture by reference to the TIA. The Notes are subject to all such terms,
and Holders are referred to the Indenture and the TIA Act for a statement of
such terms. To the extent any provision of this Note conflicts with the express
provisions of the Indenture, the provisions of the Indenture shall govern and be
controlling. The Notes are obligations of the Company limited to $650,000,000
million in principal amount (or $750,000,000 if the Purchasers exercise in full
their over-allotment option pursuant to the Purchase Agreement) except as
provided in Section 2.08 of the Indenture.

      5. OPTIONAL REDEMPTION. The Company shall not have the option to redeem
the Notes prior to October 15, 2003. Thereafter, the Company shall have the
option to redeem the Notes, in whole or in part, in cash upon not less than 30
nor more than 60 days' notice, at the Redemption Prices (expressed as
percentages of principal amount) set forth below plus accrued and unpaid
interest thereon, if any, to the applicable Redemption Date, if redeemed during
the twelve-month period beginning on October 15 of the years indicated below:

<TABLE>
<CAPTION>
                    Year                      Percentage
                    ----                      ----------
<S>                                           <C>
              2003                              102.30%
              2004                              101.15%
              2005 and thereafter               100.00%
</TABLE>

      6. NOTICE OF REDEMPTION. Notice of redemption will be mailed by first
class mail at least 30 days but not more than 60 days before the Redemption Date
to each Holder whose Notes are to be redeemed at its registered address. Notices
of redemption may not be conditional. No Notes of $1,000 or less may be redeemed
in part. Notes in denominations larger than $1,000 may be redeemed in part but
only in whole multiples of $1,000, unless all of the Notes held by a Holder are
to be redeemed. On and after the Redemption Date, interest ceases to accrue on
Notes or portions thereof called for redemption.

      7. MANDATORY REDEMPTION. Except as otherwise provided in Paragraph 8
below, the Company shall not be required to make mandatory redemption payments
with respect to the Notes.


                                      A-6
<PAGE>   91
      8. REPURCHASE AT OPTION OF HOLDER. If a Change of Control occurs, the
Company shall make a Change of Control Offer to repurchase all or any part
(equal to $1,000 or an integral multiple thereof) of each Holder's Notes at a
purchase price equal to 100% of the principal amount thereof plus interest
accrued to the date of purchase. At the option of the Company, the Repurchase
Price may be paid in cash or, subject to the provisions of the Indenture, by
delivery of shares of Common Stock having a fair market value equal to the
Repurchase Price. For purposes of this paragraph, the fair market value of
shares of Common Stock shall be determined by the Company and shall be equal to
95% of the average of the Closing Prices Per Share for the five consecutive
Trading Days immediately preceding and including the fifth Trading Day prior to
the Repurchase Date. Within 10 days following any Change of Control, the Company
shall mail a notice to each Holder describing the transaction or transactions
that constitute the Change of Control and offering to repurchase Notes on the
Repurchase Date specified in such notice, pursuant to the procedures required by
the Indenture and described in such notice.

      9. DENOMINATIONS, TRANSFER, EXCHANGE. The Notes are in registered form
without coupons in denominations of $1,000 and integral multiples of $1,000. The
transfer of Notes may be registered and Notes may be exchanged as provided in
the Indenture. The Registrar and the Trustee may require a Holder, among other
things, to furnish appropriate endorsements and transfer documents and the
Company may require a Holder to pay any taxes and fees required by law or
permitted by the Indenture. The Company need not exchange or register the
transfer of any Note or portion of a Note selected for redemption, except for
the unredeemed portion of any Note being redeemed in part. Also, the Company
need not exchange or register the transfer of any Notes for a period of 15 days
before a selection of Notes to be redeemed or during the period between a
Regular Record Date and the corresponding Interest Payment Date.

      10. PERSONS DEEMED OWNERS. The registered Holder of a Note may be treated
as its owner for all purposes.

      11. AMENDMENT AND SUPPLEMENT. Subject to certain exceptions, the Indenture
or the Notes may be amended or supplemented with either (i) the written consent
(or as otherwise in accordance with the Applicable Procedures) of the Holders of
at least a majority in aggregate principal amount of the Notes then outstanding
(including, without limitation, consents obtained in connection with a purchase
of, or tender offer or exchange offer for, Notes), or (ii) by the adoption of a
resolution, at a meeting of Holders of the outstanding Notes at which a quorum
is present, by the Holders of at least 66 2/3% in principal amount of the
outstanding Notes represented at such meeting or, if less, by the Holders of at
least a majority in aggregate principal amount of all outstanding Notes. Without
the consent of any Holder of a Note, the Company and the Trustee may amend or
supplement the Indenture or the Notes to cure any ambiguity, defect or
inconsistency, to provide for uncertificated Notes in addition to or in place of
certificated Notes, to provide for the assumption of the Company's obligations
to Holders of Notes in the case


                                      A-7
<PAGE>   92
of a merger or consolidation or sale of all or substantially all of the assets
of the Company, to make any change that would provide any additional rights or
benefits to the Holders of Notes or that does not adversely affect the legal
rights under the Indenture of any such Holder, or to comply with the
requirements of the Commission in order to effect or maintain the qualification
of the Indenture under the TIA or otherwise as necessary to comply with
applicable law.

      12. DEFAULTS AND REMEDIES. Each of the following is an Event of Default:
(i) default for 30 days in the payment when due of interest on the Notes, (ii)
default in payment when due of the principal of or premium, if any, on the
Notes, (iii) failure by the Company to comply with the notice or repurchase
provisions of Article 11 of the Indenture, (iv) failure by the Company for 30
days after written notice thereof has been given to the Company by the Trustee
or to the Company and the Trustee by the Holders of at least 25% of the
aggregate principal amount of the Notes outstanding to comply with any of its
other covenants or agreements in the Indenture, (v) default 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 any
of its Significant Subsidiaries (or the payment of which is guaranteed by the
Company or any of its Significant Subsidiaries), whether such Indebtedness or
guarantee now exists or is created after the Issue Date, if that default: (a) is
caused by a failure to pay at final stated maturity the principal amount of such
Indebtedness prior to the expiration of the grace period provided in such
Indebtedness on the date of such default (a "Payment Default"); or (b) results
in the acceleration of such Indebtedness prior to its express maturity, and, in
each case, the principal amount of any such Indebtedness, together with the
principal amount of any other such Indebtedness under which there has been a
Payment Default or the maturity of which has been so accelerated, aggregates
$100 million or more, or (vi) certain events of bankruptcy or insolvency with
respect to the Company or any of its Significant Subsidiaries. In the case of an
Event of Default arising from certain events of bankruptcy or insolvency with
respect to the Company, all outstanding Notes will become due and payable
without further action or notice. If any other Event of Default occurs and is
continuing, the Trustee by notice to the Company or the Holders of at least 25%
in principal amount of the then outstanding Notes by notice to the Company and
the Trustee may declare all the Notes to be due and payable immediately. Holders
may not enforce the Indenture or the Notes except as provided in the Indenture.
Subject to certain limitations, Holders of a majority in aggregate principal
amount of the then outstanding Notes may direct the Trustee in its exercise of
any trust or power. The Trustee may withhold from Holders of the Notes notice of
any continuing Default or Event of Default (except a Default or Event of Default
relating to the payment of principal or interest) if it determines that
withholding notice is in their interest. Holders, either (i) through the written
consent (or as otherwise in accordance with the Applicable Procedures) of the
Holders of at least a majority in aggregate principal amount of the then
outstanding Notes by notice to the Trustee or (ii) by the adoption of a
resolution, at a meeting of Holders of the outstanding Notes at


                                      A-8
<PAGE>   93
which a quorum is present, by the Holders of at least 66 2/3% in the principal
amount of outstanding Notes represented at such meeting or, if less, by the
Holders of at least a majority in aggregate principal amount of all outstanding
Notes by notice to the Trustee, may on behalf of the Holders of all of the Notes
waive any existing Default or Event of Default and its consequences under the
Indenture, except a continuing Default or Event of Default in the payment of the
principal of, premium, if any, or interest on the Notes or in respect of a
covenant or provision of the Indenture under Article 9 thereof which cannot be
modified or amended without the consent of each outstanding Note affected. The
Company is required to deliver to the Trustee annually a statement regarding
compliance with the Indenture. Upon becoming aware of any Default or Event of
Default, the Company is required to deliver to the Trustee a statement
specifying such Default or Event of Default.

      13. CONVERSION. Subject to and upon compliance with the provisions of the
Indenture, the Holder of this Note is entitled, at his option, at any time on or
before the close of business on the Business Day prior to the date of Maturity,
or in case this Note or a portion hereof is called for redemption or the Holder
hereof has exercised his right to require the Company to repurchase this Note or
such portion hereof, then in respect of this Note until and including, but
(unless the Company defaults in making the payment due upon redemption or
repurchase, as the case may be) not after, the close of business on the Business
Day prior to the Redemption Date or the Repurchase Date, as the case may be, to
convert this Security (or any portion of the principal amount hereof that is an
integral multiple of U.S.$1,000, provided that the unconverted portion of such
principal amount is U.S.$1,000 or any integral multiple of U.S.$1,000 in excess
thereof) into fully paid and nonassessable shares of Common Stock of the Company
at an initial Conversion Rate of 46.3822 shares of Common Stock for each
U.S.$1,000 principal amount of Notes (or at the current adjusted Conversion Rate
if an adjustment has been made as provided in the Indenture) by surrender of
this Note, duly endorsed or assigned to the Company or in blank and, in case
such surrender shall be made during the Record Date Period (except if this Note
or portion thereof has been called for redemption on a Redemption Date occurring
within such Record Date Period and, as a result, the right to convert would
terminate in such period), also accompanied by payment in New York Clearing
House funds or other funds acceptable to the Company of an amount equal to the
interest payable on such Interest Payment Date on the principal amount of this
Note then being converted, and also the conversion notice hereon duly executed,
to the Company at the Corporate Trust Office of the Trustee, or at such other
office or agency of the Company, subject to any laws or regulations applicable
thereto and subject to the right of the Company to terminate the appointment of
any Conversion Agent (as defined below) as may be designated by it pursuant to
the Indenture; provided, further, that if this Note or portion hereof has been
called for redemption on a Redemption Date occurring during the Record Date
Period, and is surrendered for conversion during such period, then the Holder of
this Note on the related Regular Record Date will be entitled to receive the
interest accruing hereon from the Interest Payment Date next preceding the date
of such


                                      A-9
<PAGE>   94
conversion to such succeeding Interest Payment Date and the Holder of this Note
who converts this Note or a portion hereof during such period shall not be
required to pay such interest upon surrender of this Note for conversion.
Subject to the provisions of the preceding sentence, no cash payment or
adjustment is to be made on conversion for interest accrued hereon from the
Interest Payment Date next preceding the day of conversion, or for dividends on
the Common Stock issued on conversion hereof. The Company shall thereafter
deliver to the Holder the fixed number of shares of Common Stock (together with
any cash adjustment, as provided in the Indenture) into which this Note is
convertible and such delivery will be deemed to satisfy the Company's obligation
to pay the principal amount of this Note. No fractions of shares or scrip
representing fractions of shares will be issued on conversion, but instead of
any fractional interest (calculated to the nearest 1/100th of a share) the
Company shall pay a cash adjustment as provided in the Indenture (or round up
the number of shares of Common Stock issuable upon conversion to the nearest
whole share).

      The Conversion Rate is subject to adjustment as provided in the Indenture.

      In addition, the Indenture provides that in case of certain consolidations
or mergers to which the Company is a party (other than a consolidation or merger
that does not result in any reclassification, conversion, exchange or
cancellation of outstanding shares of Common Stock) or any conveyance, transfer,
sale or lease of all or substantially all of the property and assets of the
Company, the Indenture shall be amended, without the consent of any Holders of
Notes, so that this Note, if then outstanding, will be convertible thereafter,
during the period this Note shall be convertible as specified above, only into
the kind and amount of securities, cash and other property receivable upon such
consolidation, merger, conveyance, transfer, sale or lease by a holder of the
number of shares of Common Stock of the Company into which this Note could have
been converted immediately prior to such consolidation, merger, conveyance,
transfer, sale or lease (assuming such holder of Common Stock is not a
Constituent Person or an Affiliate of a Constituent Person, failed to exercise
any rights of election and received per share the kind and amount received per
share by a plurality of Non-electing Shares). No adjustment in the Conversion
Rate will be made until such adjustment would require an increase or decrease of
at least one percent of such rate, provided that any adjustment that would
otherwise be made will be carried forward and taken into account in the
computation of any subsequent adjustment.

      14. REGISTRATION RIGHTS AGREEMENT AND LIQUIDATED DAMAGES. If this Note is
a Registrable Security (as defined in this Indenture), then the Holder of this
Note [if this security is a global security, then insert -- (including any
Person that has a beneficial interest in this Security)] and the shares of
Common Stock of the Company issuable upon conversion hereof is entitled to the
benefits of the Registration Rights Agreement. Pursuant to the Registration
Rights Agreement, the Company has agreed for the benefit of the Holders from
time to time of the Registrable


                                      A-10
<PAGE>   95
Securities that it will, at its expense, (a) within 90 days after the Issue Date
file a shelf registration statement (the "Shelf Registration Statement") with
the Commission with respect to resales of the Registrable Securities, (b) use
its reasonable efforts to cause such Shelf Registration Statement to be declared
effective by the Commission within 180 days after the Issue Date of the Notes,
provided, however, that the Company may, upon written notice to all the Holders,
postpone having the Shelf Registration Statement declared effective for a
reasonable period not to exceed 90 days, as provided in the Registration Rights
Agreement, and (c) use its reasonable efforts to maintain such Shelf
Registration Statement effective under the Securities Act of 1933, as amended,
for the period specified in the Registration Rights Agreement (the
"Effectiveness Period"). The Company will be permitted to suspend the use of the
prospectus which is part of the Shelf Registration Statement during certain
periods of time as provided in the Registration Rights Agreement.

      If (i) on or prior to 90 days following the Issue Date, a Shelf
Registration Statement has not been filed with the Commission, or (ii) on or
prior to the 180th day following the Issue Date, such Shelf Registration
Statement is not declared effective (each, a "Registration Default"), additional
interest ("Liquidated Damages") will accrue on this Registrable Security from
and including the day following such Registration Default to but excluding the
date on which such Shelf Registration Statement is either so filed or so
declared effective, as applicable. Liquidated Damages will be paid semi-annually
in arrears, with the first semi-annual payment due on the first Interest Payment
Date, as applicable, in respect of this Registrable Security following the date
on which such Liquidated Damages begin to accrue, and will accrue at a rate per
annum equal to an additional one-quarter of one percent (0.25%) of the principal
amount of this Registrable Security to and including the 90th day following such
Registration Default and at a rate per annum equal to one-half of one percent
(0.50%) thereof from and after the 91st day following such Registration Default.
Pursuant to the Registration Rights Agreement, in the event that the Shelf
Registration Statement ceases to be effective (or the Holders of Registrable
Securities are otherwise prevented or restricted by the Company from effecting
sales pursuant thereto) (an "Effective Failure") during the Effectiveness Period
for more than 45 days, whether or not consecutive, during any 90-day period or
for more than 90 days, whether or not consecutive, during any 12-month period,
then the interest rate borne by this Registrable Security shall increase by an
additional one-half of one percent (0.50%) per annum from the 46th day of the
applicable 90-day period or the 91st day of the applicable 12-month period to
but excluding the earlier of (A) such day as the Effective Failure is cured or
(B) the day the Effectiveness Period expires. In no event shall the Company be
required to pay Liquidated Damages after the Effectiveness Period expires.

      [If this Note is a Registrable Security and the Holder of this Note [if
this security is a global security, then insert -- (including any Person that
has a beneficial interest in this Security)] elects to sell this Note pursuant
to the Shelf Registration Statement then,


                                      A-11
<PAGE>   96
by its acceptance hereof, such Holder of this Note agrees to be bound by the
terms of the Registration Rights Agreement relating to the Registrable
Securities which are the subject of such election.]

      15. TRUSTEE DEALINGS WITH COMPANY. The Trustee, in its individual or any
other capacity, may make loans to, accept deposits from, and perform services
for the Company or its Affiliates, and may otherwise deal with the Company or
its Affiliates, as if it were not the Trustee.

      16. NO RECOURSE AGAINST OTHERS. A director, officer, employee,
incorporator or stockholder of the Company, as such, shall not have any
liability for any obligations of the Company under the Notes or the Indenture or
for any claim based on, in respect of, or by reason of, such obligations or
their creation. Each Holder by accepting a Note waives and releases all such
liability. The waiver and release are part of the consideration for the issuance
of the Notes.

      17. GOVERNING LAW. THE INTERNAL LAW OF THE STATE OF NEW YORK SHALL GOVERN
AND BE USED TO CONSTRUE THIS NOTE AND THE INDENTURE WITHOUT GIVING EFFECT TO
APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF
THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY.

      18. AUTHENTICATION. This Note shall not be valid until authenticated by
the manual signature (which may be by facsimile) of the Trustee or an
authenticating agent.

      19. ABBREVIATIONS. Customary abbreviations may be used in the name of a
Holder or an assignee, such as: TEN COM (= tenants in common), TENENT (= tenants
by the entireties), JT TEN (= joint tenants with right of survivorship and not
as tenants in common), CUST (= Custodian), and U/G/M/A (= Uniform Gifts to
Minors Act).

      20. CUSIP NUMBERS. No representation is made as to the accuracy of any
CUSIP numbers either as printed on the Notes or as contained in any notice of
redemption and reliance may be placed only on the other identification numbers
placed thereon.

      The Company will furnish to any Holder upon written request and without
charge a copy of the Indenture and/or the Registration Rights Agreement.
Requests may be made to:


                                      A-12
<PAGE>   97
      Charter Communications, Inc.
      12444 Powerscourt Drive
      Suite 100
      St. Louis, Missouri  63131
      Attention:  Secretary
      Telecopier No.: (314) 965-0555


                                      A-13
<PAGE>   98
                                 ASSIGNMENT FORM

         To assign this Note, fill in the form below:

(I) or (we) assign and transfer this Note to:___________________________________
                                             (Insert assignee's legal name)

________________________________________________________________________________
         (Insert assignee's soc. sec. or tax I.D. no.)

________________________________________________________________________________

________________________________________________________________________________

________________________________________________________________________________

________________________________________________________________________________
              (Print or type assignee's name, address and zip code)

and irrevocably appoint ____________________________________ to transfer this
Note on the books of the Company. The agent may substitute another to act for
him.

Date:______________________________



  Your Signature:_______________________________________________________________
                 (Sign exactly as your name appears on the face of this Note)



  Signature Guarantee*:_________________________________________________________

*    Participant in a recognized Signature Guarantee Medallion Program (or other
     signature guarantor acceptable to the Trustee).


                                      A-14
<PAGE>   99
                       OPTION OF HOLDER TO ELECT PURCHASE

         If you want to elect to have this Note purchased by the Company
pursuant to Article 11 of the Indenture, check below:

         / / Purchase pursuant to Article 11

If you want to elect to have only part of the Note purchased
by the Company pursuant to Article 11 of the Indenture, state the amount you
elect to have purchased:

$______________________________________

Date:__________________________________



  Your Signature:_______________________________________________________________
                 (Sign exactly as your name appears on the face of this Note)



  Tax Identification No.:_______________________________________________________



  Signature Guarantee*:_________________________________________________________

*    Participant in a recognized Signature Guarantee Medallion Program (or other
     signature guarantor acceptable to the Trustee).


                                      A-15
<PAGE>   100
                                CONVERSION NOTICE

     The undersigned Holder of this Note hereby irrevocably exercises the option
to convert this Note, or any portion of the principal amount hereof (which is
U.S.$1,000 or an integral multiple of U.S.$1,000 in excess thereof, provided
that the unconverted portion of such principal amount is U.S. $1,000 or any
integral multiple of U.S. $1,000 in excess thereof) below designated, into
shares of Common Stock in accordance with the terms of the Indenture referred to
in this Note, and directs that such shares, together with a check in payment for
any fractional share and any Notes representing any unconverted principal amount
hereof, be delivered to and be registered in the name of the undersigned unless
a different name has been indicated below. If shares of Common Stock or Notes
are to be registered in the name of a Person other than the undersigned, (a) the
undersigned will pay all transfer taxes payable with respect thereto and (b)
signature(s) must be guaranteed by an Eligible Guarantor Institution with
membership in an approved signature guarantee program pursuant to Rule 17Ad-15
under the Notes Exchange Act of 1934. Any amount required to be paid by the
undersigned on account of interest accompanies this Note.

Dated:_______________      _____________________________________________________
                                          Signature(s)
If shares or Notes are to be registered in the name of a Person other than the
Holder, please print such Person's name and address:

______________________________________________________
(Name)
______________________________________________________

______________________________________________________
(Address)

______________________________________________________
Social Security or other Identification Number, if any

______________________________________________________
[Signature Guaranteed]

If only a portion of the Notes is to be converted, please indicate:

1.       Principal amount to be converted: U.S. $ ___________

2.       Principal amount and denomination of Notes
         representing unconverted principal amount to be issued:
         Amount: U.S. $___________          Denominations: U.S. $____________


                                      A-16
<PAGE>   101
         (U.S.$1,000 or any integral multiple of U.S.$1,000 in excess thereof,
provided that the unconverted portion of such principal amount is U.S. $1,000 or
any integral multiple of U.S. $1,000 in excess thereof)


                                      A-17
<PAGE>   102
                 ANNEX A -- FORM OF RESTRICTED NOTES CERTIFICATE

                          RESTRICTED NOTES CERTIFICATE

   (For transfers pursuant to Section 2.07(2)(ii) and (iii) of the Indenture)



BNY Midwest Trust Company
2 N. LaSalle, Suite 1020
Chicago, IL  60602


         Re:      5.75% CONVERTIBLE SENIOR NOTES DUE 2005 OF CHARTER
                  COMMUNICATIONS, INC. (THE "NOTES")

         Reference is made to the Indenture, dated as of October 30, 2000 (the
"Indenture"), from Charter Communications, Inc. (the "Company") to BNY Midwest
Trust Company, as Trustee. Terms used herein and defined in the Indenture or
Rule 144 under the U.S. Securities Act of 1933 (the "Securities Act") are used
herein as so defined.

         This certificate relates to U.S. $________ principal amount of Notes,
which are evidenced by the following certificate(s) (the "Specified Notes"):

         CUSIP No. 16117MAA5

         CERTIFICATE No(s). ________

         The person in whose name this certificate is executed below (the
"Undersigned") hereby certifies that either (i) it is the sole beneficial owner
of the Specified Notes or (ii) it is acting on behalf of all the beneficial
owners of the Specified Notes and is duly authorized by them to do so. Such
beneficial owner or owners are referred to herein collectively as the "Owner".
If the Specified Notes are represented by a Global Note, they are held through
the Depositary or an Agent Member in the name of the Undersigned, as or on
behalf of the Owner. If the Specified Notes are not represented by a Global
Note, they are registered in the name of the Undersigned, as or on behalf of the
Owner.

         The Owner has requested that the Specified Notes be transferred to a
person (the "Transferee") who will take delivery in the form of a Restricted
Note. In connection with such transfer, the Owner hereby certifies that, unless
such transfer is being effected pursuant to an effective registration statement
under the Securities Act, it is being effected in accordance with Rule 144A, to
a institutional "accredited investor" within the meaning of Rule 501(A)(1), (2),
(3) or (7), or pursuant to another exemption from registration under the
Securities Act (if available) or Rule 144 under the Securities Act
<PAGE>   103
and all applicable Notes laws of the states of the United States and other
jurisdictions. Accordingly, the Owner hereby further certifies as:

         (1) RULE 144A TRANSFERS. If the transfer is being effected in
accordance with Rule 144A:


                  (A) the Specified Notes are being transferred to a person that
the Owner and any person acting on its behalf reasonably believe is a "qualified
institutional buyer" within the meaning of Rule 144A, acquiring for its own
account or for the account of a qualified institutional buyer; and

                  (B) the Owner and any person acting on its behalf have taken
reasonable steps to ensure that the Transferee is aware that the Owner may be
relying on Rule 144A in connection with the transfer; and

         (2) RULE 144 TRANSFERS. If the transfer is being effected pursuant to
Rule 144:

                  (A) the transfer is occurring after a holding period of at
least one year (computed in accordance with paragraph (d) of Rule 144) has
elapsed since the date the Specified Notes were acquired from the Company or
from an affiliate (as such term is defined in Rule 144) of the Company,
whichever is later, and is being effected in accordance with the applicable
amount, manner of sale and notice requirements of paragraphs (e), (f) and (h) of
Rule 144; or

                  (B) the transfer is occurring after a period of at least two
years has elapsed since the date the Specified Notes were acquired from the
Company or from an affiliate (as such term is defined in Rule 144) of the
Company, whichever is later, and the Owner is not, and during the preceding
three months has not been, an affiliate of the Company.

         (3) INSTITUTIONAL ACCREDITED INVESTORS. If the transfer is to an
institutional investor that is an accredited investor within the meaning of Rule
501(A)(1), (2), (3) or (7) of Regulation D under the Securities Act, a signed
letter containing certain representations and agreements relating to the
restrictions on transfer of the Notes and, if such transfer is for less than an
aggregate principal amount of $250,000, an opinion of counsel acceptable to the
Company if requested by the Company, that the transfer is exempt from
registration, must be supplied to the Trustee prior to such transfer.


         (4) TRANSFERS PURSUANT TO OTHER SECURITIES ACT EXEMPTIONS. If the
transfer is being effected pursuant to a Securities Act exemption


                                       2
<PAGE>   104
other than ones set forth in (1) through (3) above, there shall be delivered to
the Company an opinion of counsel with respect to such holders.


         This certificate and the statements contained herein are made for your
benefit and the benefit of the Company and the Purchasers.

         Dated: ___________

         Print the name of the Undersigned, as such term is defined in the
second paragraph of this certificate.)


         By:    _____________________________________________

         Name:  _____________________________________________

         Title: _____________________________________________


         (If the Undersigned is a corporation, partnership or fiduciary, the
title of the person signing on behalf of the Undersigned must be stated.)


                                       3
<PAGE>   105
                ANNEX B -- FORM OF UNRESTRICTED NOTES CERTIFICATE


                         UNRESTRICTED NOTES CERTIFICATE

      (For removal of Restricted Notes Legend pursuant to Section 2.07(3))


BNY Midwest Trust Company
2 N. LaSalle, Suite 1020
Chicago, IL  60602


         RE:      5.75% CONVERTIBLE SENIOR NOTES DUE 2005 OF CHARTER
                  COMMUNICATIONS, INC. (THE "NOTES")

         Reference is made to the Indenture, dated as of October 30, 2000 (the
"Indenture"), from Charter Communications, Inc. (the "Company") to BNY Midwest
Trust Company, as Trustee. Terms used herein and defined in the Indenture or in
Rule 144 under the U.S. Securities Act of 1933 (the "Securities Act") are used
herein as so defined.

         This certificate relates to U.S.$_______________ principal amount of
Notes, which are evidenced by the following certificate(s) (the "Specified
Notes"):

         CUSIP No. 16117MAA5

         CERTIFICATE No(s). _________________

         The person in whose name this certificate is executed below (the
"Undersigned") hereby certifies that either (i) it is the sole beneficial owner
of the Specified Notes or (ii) it is acting on behalf of all the beneficial
owners of the Specified Notes and is duly authorized by them to do so. Such
beneficial owner or owners are referred to herein collectively as the "Owner".
If the Specified Notes are represented by a Global Note, they are held through
the Depositary or an Agent Member in the name of the Undersigned, as or on
behalf of the Owner. If the Specified Notes are not represented by a Global
Note, they are registered in the name of the Undersigned, as or on behalf of the
Owner.

         The Owner has requested that the Specified Notes be exchanged for Notes
bearing no Restricted Notes Legend pursuant to Section 2.07(3) of the Indenture.
In connection with such exchange, the Owner hereby certifies that the exchange
is occurring after a period of at least two years has elapsed since the date the
Specified Notes were acquired from the Company or from an "affiliate" (as such
term is defined in Rule 144) of the Company, whichever is later, and the Owner
is not, and during the preceding three
<PAGE>   106
months has not been, an affiliate of the Company. The Owner also acknowledges
that any future transfers of the Specified Notes must comply with all applicable
Notes laws of the states of the United States and other jurisdictions.

         This certificate and the statements contained herein are made for your
benefit and the benefit of the Company and the Purchasers.

         Dated: ______________

         (Print the name of the Undersigned, as such term is defined in the
second paragraph of this certificate.)

         By:     _____________________________________________

         Name:   _____________________________________________

         Title:  _____________________________________________


(If the Undersigned is a corporation, partnership or fiduciary, the title of the
person signing on behalf of the Undersigned must be stated.)


                                       2
<PAGE>   107
                    ANNEX C -- FORM OF SURRENDER CERTIFICATE


         In connection with the certification contemplated by Section 10.02 or
11.03(9) relating to compliance with certain restrictions relating to transfers
of Restricted Notes, such certification shall be provided substantially in the
form of the following certificate, with only such changes thereto as shall be
approved by the Company and Goldman, Sachs & Co.:


                                   CERTIFICATE

                          CHARTER COMMUNICATIONS, INC.

                     5.75% CONVERTIBLE SENIOR NOTES DUE 2005


         This is to certify that as of the date hereof with respect to U.S.
$______ principal amount of the above-captioned Notes surrendered on the date
hereof (the "Surrendered Notes") for registration of transfer, or for conversion
or repurchase where the Notes issuable upon such conversion or repurchase are to
be registered in a name other than that of the undersigned Holder (each such
transaction being a "transfer"), the undersigned Holder (as defined in the
Indenture) certifies that the transfer of Surrendered Notes associated with such
transfer complies with the restrictive legend set forth on the face of the
Surrendered Notes for the reason checked below:


_________              The transfer of the Surrendered Notes complies with Rule
                       144A under the Securities Act; or

_________              The transfer of the Surrendered Notes complies with Rule
                       144 under the United States Securities Act of 1933, as
                       amended (the "Securities Act"); or

_________              The transfer of the Surrendered Notes has been made to an
                       institution that is an "accredited investor" within the
                       meaning of Rule 501(a)(1), (2), (3) or (7) under the
                       Securities Act in a transaction exempt from the
                       registration requirements of the Securities Act and a
                       signed letter containing certain representations and
                       agreements relating to restrictions on transfer of the
                       Notes (and if such transfer is for an aggregate principal
                       amount less than $250,000, an opinion of counsel
                       acceptable to the Company if requested by the Company,
                       that such transfer is exempt from registration; or
<PAGE>   108
_________              The transfer of the Surrendered Notes has been made
                       pursuant to an exemption from registration under the
                       Securities Act and an opinion of counsel has been
                       delivered to the Company with respect to such transfer.

[Name of Holder]

              Dated: ________________________________

*   To be dated the date of surrender


                                       2