Exhibit 4.2





                            COX COMMUNICATIONS, INC.

                                       AND

                              THE BANK OF NEW YORK

                                     Trustee

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

                          SECOND SUPPLEMENTAL INDENTURE

                           Dated as of March 14, 2000

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

                           Supplementing the Indenture

                            Dated as of June 27, 1995

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

                 Creating a series of Debt Securities designated

        Premium PHONES - 3% Exchangeable Subordinated Debentures due 2030



<PAGE>


         SECOND  SUPPLEMENTAL  INDENTURE,  dated  the 14th day of  March,  2000,
between COX COMMUNICATIONS,  INC., a corporation  existing under the laws of the
State of Delaware (the "Company"),  and THE BANK OF NEW YORK, a New York banking
corporation,  having its  principal  corporate  trust  office in The City of New
York, New York, as trustee (the "Trustee").

         WHEREAS,  the Company has  heretofore  executed  and  delivered  to the
Trustee an Indenture dated as of June 27, 1995 (the "Original Indenture" and, as
supplemented to the date hereof, the "Indenture"), providing for the issuance by
the Company from time to time of its debentures, notes, bonds or other evidences
of  indebtedness  to be issued in one or more series (in the Original  Indenture
and herein called the "Securities");

         WHEREAS,  the  Company,  in the  exercise  of the power  and  authority
conferred upon and reserved to it under the provisions of the Original Indenture
and pursuant to  appropriate  resolutions  of the Board of  Directors,  has duly
determined to make, execute and deliver to the Trustee this Second  Supplemental
Indenture to the Original Indenture in order to establish the form and terms of,
and to provide for the creation and issue of, a series of Securities  designated
as the "Premium PHONES - 3% Exchangeable Subordinated Debentures due 2030" under
the  Original  Indenture  in an  aggregate  original  principal  amount of up to
$335,366,000 (the "Debentures");

         WHEREAS,  Section 9.01 of the Original Indenture provides,  among other
things,  that  the  Company,  when  authorized  by a Board  Resolution,  and the
Trustee,  at any time and from time to time, without the consent of any Holders,
may enter into an indenture  supplemental to the Original Indenture to establish
the terms of  Securities of any series as permitted by Sections 2.01 and 2.03 of
the Original Indenture; and

         WHEREAS, all things necessary to make the Securities,  when executed by
the Company and  authenticated  and delivered by the Trustee and issued upon the
terms and subject to the conditions  hereinafter  and in the Indenture set forth
against  payment  therefor,  the valid,  binding  and legal  obligations  of the
Company and to make this  Second  Supplemental  Indenture  a valid,  binding and
legal agreement of the Company, have been duly authorized.

         NOW, THEREFORE,  THIS SECOND SUPPLEMENTAL INDENTURE WITNESSETH that, in
order to  establish  the terms of the  series of  Securities  designated  as the
"Premium PHONES - 3% Exchangeable Subordinated Debentures due 2030," and for and
in consideration of the premises and of the covenants  contained in the Original
Indenture  and in this  Second  Supplemental  Indenture  and for other  good and
valuable   consideration  the  receipt  and  sufficiency  of  which  are  hereby
acknowledged, it is mutually covenanted and agreed as follows:

<PAGE>





                                  ARTICLE ONE

                              DEFINITIONS AND OTHER
                        PROVISIONS OF GENERAL APPLICATION

Section 101.      Definitions.

         Each  capitalized  term  that  is used  herein  and is  defined  in the
Original  Indenture shall have the meaning  specified in the Original  Indenture
unless such term is otherwise defined herein, in which case such term shall have
the meaning specified herein.

         "Additional Distribution" shall mean any distribution to Holders of the
Debentures  made  pursuant  to  Section  206 as a result  of a  Reference  Share
Distribution.

         "Adjusted  Principal  Amount"  shall  mean,  for each  $1,000  Original
Principal  Amount of the  Debentures,  $1,000,  minus any and all  Extraordinary
Additional  Distributions  and any Yield  Adjustments  made in  respect  to such
Original Principal Amount of Debentures pursuant to Section 204.

         "Average  Transaction  Consideration"  shall  mean,  with  respect to a
holder of one  Reference  Share in a Reference  Share Offer,  (a) the  aggregate
consideration  actually paid or distributed  in respect of all Reference  Shares
accepted  in such  Reference  Share  Offer,  divided by (b) the total  number of
Reference  Shares  outstanding  immediately  prior  to  the  expiration  of  the
Reference Share Offer and entitled to participate in such Reference Share Offer.

         "Business  Day"  shall mean any day that is not a  Saturday,  Sunday or
legal holiday,  on which banking  institutions or trust companies in The City of
New York are authorized or obligated by law or regulation to close.

         "Closing Price" shall mean, with respect to any security on any date of
determination, the closing sale price (or, if no closing sale price is reported,
the last  reported  sale price) of that  security  (regular way) on the New York
Stock Exchange on that date or, if the security is not listed for trading on the
New York Stock Exchange on that date, as reported in the composite  transactions
for the principal  United  States  national or regional  securities  exchange on
which the security is so listed, or if the security is not so listed on a United
States  national  or  regional  securities  exchange,  as reported by the Nasdaq
National  Market or, if the  security  is not so  reported,  the last quoted bid
price  for the  security  in the  over-the-counter  market  as  reported  by the
National Quotation Bureau or a similar  organization.  In the event that no such
quotation is available for that day, the Board of Directors  will be entitled to
determine  the Closing  Price on the basis of those  quotations  that it in good
faith  considers  appropriate,  unless  "Closing  Price" is to be determined for
purposes of valuing  securities to be distributed  pursuant to a Reference Share
Distribution and in the opinion of the Board of Directors there is a substantial
likelihood  that such  securities  will have an  aggregate  fair market value in
excess of $100,000,000, in which event the Closing Price will be determined by a
nationally  recognized  investment  banking or appraisal  firm  appointed by the
Company for such purpose. With respect to options,  warrants and other rights to
purchase a  security,  the Closing  Price  shall be the value of the  underlying
security determined as aforesaid,  minus the exercise price; and with respect to
securities
                                      -1-
<PAGE>


exchangeable for or convertible into a relevant security, the Closing Price
shall be the Closing Price of the  exchangeable  or  convertible  security
determined  as aforesaid  or, if it has no Closing  Price,  the fully  converted
value based upon the Closing  Price of the  underlying  security  determined  as
aforesaid. If an "ex-dividend" date for a security occurs during the period used
in determining the security's Current Market Value or Exchange Market Value, the
Closing Price of the security on any day prior to the "ex-dividend" date used in
such  determination  shall be reduced by the  amount of the  dividend.  For this
purpose,  the amount of a non-cash  dividend  will be equal to the amount of the
dividend,  as of  the  record  date  therefor,  as  determined  by a  nationally
recognized  investment banking firm retained by the Company for this purpose. To
the extent that trading  (regular way) of, or quotations for, any security as to
which  "Closing  Price" is to be determined  continues  past 4:00 p.m., New York
City time, on the applicable securities exchange,  the National Market System or
over-the-counter  market, as the case may be, "Closing Price" shall be deemed to
refer to the price or bid at the time that is then customary for determining the
trading day's index levels for stocks traded on such  securities  exchange,  the
National Market System or over-the-counter market.

         "Common  Equity  Securities"  shall  mean any  securities  (i) that are
common stock or a Tracking Stock or participate  without  limitation in earnings
and  dividends in parity with such common stock or Tracking  Stock and (ii) that
are  Marketable  Securities.  For greater  certainty,  the term  "Common  Equity
Securities"  does not mean  warrants,  options or other rights to  purchase,  or
securities exchangeable or convertible into, Common Equity Securities.

         "Company"  shall mean 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 the Indenture, and thereafter "Company"
shall mean such successor Person, and any other obligor upon the Debentures.

         "Current Market Value" shall mean, with respect to any Reference Share,
the average of the Closing Prices for such  Reference  Share over the 20 Trading
Day  period  immediately  prior to (but not  including)  the fifth  Trading  Day
preceding the applicable Redemption Date (or, in the case of Section 204(b), the
Stated Maturity).

         "Debenture" shall mean $1,000 Original Principal Amount of the
Debentures.

         "Debentures"  shall mean the Company's Premium PHONES - 3% Exchangeable
Subordinated Debentures due 2030.

         "Depository" shall have the meaning assigned to it in the Original
Indenture.

         "DTC" shall mean The Depository Trust Company.

         "Exchange Agent" shall mean any Person authorized by the Company to act
as Exchange  Agent under the  Indenture.  The Company  initially  authorizes the
Trustee to act as Exchange Agent for the  Debentures on its behalf.  The Company
may at any time and from time to time  authorize one or more Persons  (including
the Company) to act as Exchange  Agent in addition to or in place of the Trustee
with respect to the Debentures.
                                      -2-
<PAGE>


         "Exchange Date" shall mean, with respect to any Notice of Exchange, the
date on which the Notice of Exchange and all documents, instruments and payments
required to be  tendered  in  connection  with the  related  exchange  have been
received by the Exchange Agent.

         "Exchange   Market  Value"  shall  mean,  for  each   Reference   Share
attributable to the Debentures at the date of determination,  (a) in the case of
a Notice of Exchange  delivered to the  Exchange  Agent prior to March 14, 2002,
the  Closing  Price  for such  Reference  Share  on the  twentieth  Trading  Day
following  the Exchange  Date (unless more than  $1,000,000  aggregate  Original
Principal  Amount of Debentures have been validly  tendered for exchange on such
date, in which case Exchange  Market Value shall mean the average of the Closing
Prices for such  Reference  Share over the five Trading Day period ending on the
twentieth  Trading Day immediately  following the Exchange Date); and (b) in the
case of a Notice of Exchange  delivered to the Exchange  Agent on or after March
14,  2002,  the  Closing  Price  for such  Reference  Share on the  Trading  Day
following  the Exchange  Date (unless more than  $1,000,000  aggregate  Original
Principal  Amount of Debentures have been validly  tendered for exchange on such
date,  in which case the  Exchange  Market  Value  shall mean the average of the
Closing  Prices  for such  Reference  Share  over the five  Trading  Day  period
immediately following the Exchange Date). The aggregate Exchange Market Value of
the  Reference  Shares  attributable  to any  Debenture  for  which a Notice  of
Exchange is delivered to the Trustee shall equal the sum of the Exchange  Market
Values of the Reference Shares attributable to such Debenture.

         "Extraordinary  Additional  Distribution"  shall  mean  any  Additional
Distribution  other than a Regular Additional  Distribution,  whether of cash or
property;  provided that in the event of a Reference Share Offer,  the amount of
the Extraordinary  Additional  Distribution on each Debenture in respect of such
Reference  Share  Offer  shall  equal the  portion  of the  Average  Transaction
Consideration  deemed to be  received  on the  Reference  Shares of the class or
series  subject to the  Reference  Share Offer  attributable  to such  Debenture
(immediately  prior  to  giving  effect  to the  Reference  Share  Proportionate
Reduction  relating to that Reference Share Offer) other than the portion of the
Average  Transaction  Consideration  that consists of Common Equity  Securities,
which  themselves  become  part  of the  Reference  Shares  as a  result  of the
Reference Share Offer Adjustment.

         "Extraordinary   Distribution"   shall   mean   any   Reference   Share
Distribution other than a Regular Cash Dividend.

         "Final Period  Distribution"  shall mean, for each  Debenture,  (a) all
Regular Cash Dividends on any Reference  Shares  attributable  to such Debenture
for  which  the  ex-dividend  date  has  occurred  but  which,  at the  date  of
determination,  have not been received by the holders of such  Reference  Shares
and (b) all Extraordinary  Distributions on any Reference Shares attributable to
such  Debenture for which the  ex-dividend  date has occurred but which,  at the
date of  determination,  have not been received by the holders of such Reference
Shares,   but  only  to  the  extent  that  the  value  of  such   Extraordinary
Distributions  (determined in accordance with Section 206(d) or (e)) exceeds the
Adjusted Principal Amount of such Debenture.

         "Interest Payment Date" shall have the meaning assigned to it in
Section 205.
                                      -3-
<PAGE>


         "Maturity  Repayment  Amount" shall have the meaning  assigned to it in
the form of Debenture attached hereto as Exhibit A.

         "Notice of  Exchange"  shall mean the notice of  exchange  given to the
Exchange  Agent by a Holder of its  request to exchange  Debentures  pursuant to
Section 209(c).

         "Optional  Redemption" shall mean any redemption of the Debentures,  in
whole or in part, at the option of the Company pursuant to Section 208(a).

         "Original  Principal  Amount"  shall  mean  the face  value  of  $1,000
principal amount per Debenture.

         "Reference Company" shall mean Sprint Corporation, for so long as any
Reference Shares are Sprint PCS Stock, and any other issuer of a Reference
Share.


         "Reference  Share" shall  initially mean one share of Sprint PCS Stock;
and after the date  hereof  shall mean and  include  each share or fraction of a
share of Common Equity  Securities  received by a holder of a Reference Share in
respect of that Reference Share,  and, to the extent the Reference Share remains
outstanding after any of the following events but without duplication, including
the Reference Share outstanding immediately prior thereto, in each case directly
or as the result of successive  applications  of this  paragraph upon any of the
following events: (i) a distribution on or in respect of a Reference Share, made
in Reference  Shares;  (ii) the  combination of a Reference Share into a smaller
number of shares or other units;  (iii) the subdivision of outstanding shares or
other units of a Reference Share; (iv) the conversion or  reclassification  of a
Reference Share by issuance or exchange of other Common Equity  Securities;  (v)
any Common Equity  Securities  issued for a Reference Share in any consolidation
or  merger  of a  Reference  Company,  or any  surviving  entity  or  subsequent
surviving  entity of a Reference  Company  (referred  to herein as a  "Reference
Company  Successor"),  with or into another entity (other than any Common Equity
Securities issued in connection with (A) a Reference Share Offer or (B) a merger
or  consolidation  in  which  (x)  the  Reference   Company  is  the  continuing
corporation and in which the Reference Shares  outstanding  immediately prior to
the merger or consolidation  issued by such Reference  Company are not exchanged
for cash,  securities  or other  property  of the  Reference  Company or another
corporation or (y) an election is given as to the  consideration  to be received
by a holder of such Reference Shares);  (vi) any Common Equity Securities issued
in exchange for a Reference  Share in any statutory  exchange of securities of a
Reference Company or any Reference  Company  Successor with another  corporation
(other  than any  Common  Equity  Securities  issued  in  connection  with (A) a
Reference Share Offer or (B) a statutory exchange of securities in which (x) the
Reference  Company  is the  continuing  corporation  and in which the  Reference
Shares  outstanding  immediately prior to the statutory  exchange issued by such
Reference  Company are not exchanged for cash,  securities or other  property of
the Reference  Company or another  corporation or (y) an election is given as to
the  consideration to be received by a holder of such Reference  Shares);  (vii)
any  Common  Equity  Securities  issued  with  respect to a  Reference  Share in
connection  with any  liquidation,  dissolution  or winding up of the  Reference
Company or any  Reference  Company  Successor;  and  (viii)  any  Common  Equity
Securities  received  in exchange  for a Reference  Share as part of the Average
Transaction  Consideration  deemed  received in any Reference  Share Offer.  For
purposes  of  this  definition,   (I)  a  conversion  or  redemption  by  Sprint

                                      -4-
<PAGE>


Corporation of all shares of Sprint PCS Stock pursuant to Article Sixth, Section
7.1 of its Articles of Incorporation  shall be deemed a consolidation or merger;
and (II) a redemption by Sprint Corporation  pursuant to Article Sixth,  Section
7.2 of its Articles of Incorporation of all of the outstanding  shares of Sprint
PCS Stock in exchange for common stock of one or more wholly-owned  subsidiaries
that collectively  hold all of the assets and liabilities  attributed to its PCS
Group  shall be deemed a  statutory  exchange  of shares of Sprint PCS Stock for
shares of common stock of the relevant  subsidiary  or  subsidiaries;  provided,
however,  that if there is an  election  given to holders of Sprint PCS Stock in
connection  with any such  conversion or redemption,  the  transaction  shall be
deemed a Reference Share Offer.

         "Reference Share  Distribution" shall mean any dividend or distribution
on or in respect of a Reference Share,  including  payments and distributions in
connection  with (i) the  consolidation  or merger  of a  Reference  Company  or
Reference Company  Successor,  a statutory exchange of securities of a Reference
Company or Reference  Company  Successor or a liquidation  or  dissolution  of a
Reference  Company or Reference  Company  Successor or (ii) any Reference  Share
Offer,  but shall not include any dividend or  distribution  made in the form of
additional Reference Shares.

         "Reference Shares Eligibility Date" shall mean March 14, 2002.

         "Reference  Share Offer" shall mean any tender offer or exchange  offer
made for 30% or more of the outstanding shares of a class or series of Reference
Shares of a Reference Company or any consolidation, merger or statutory exchange
involving a class or series of Reference Shares of a Reference  Company in which
an election is given to holders of such Reference Shares as to the consideration
to be received in the  transaction.  A "Reference  Share Offer" shall  include a
conversion or redemption by Sprint Corporation of less than all shares of Sprint
PCS  Stock  pursuant  to  Article   Sixth,   Section  7.1  of  its  Articles  of
Incorporation  or any  conversion  or redemption  by Sprint  Corporation  of all
shares of Sprint PCS Stock pursuant to Article Sixth, Section 7.1 or Section 7.2
of its Articles of  Incorporation in which a holder of Sprint PCS Stock is given
an election as to the consideration that he or she may receive.

         "Reference Share Offer  Adjustment" shall mean (a) an adjustment to the
Reference  Shares  attributable  to each Debenture to include the portion of the
Average  Transaction  Consideration  received  in a  Reference  Share Offer that
consists of  Reference  Shares,  and (b) a reduction  in the number of Reference
Shares attributable to each Debenture prior to such Reference Share Offer by the
Reference Share Proportionate Reduction.

         "Reference  Share  Proportionate  Reduction" shall mean a proportionate
reduction in the number of Reference  Shares of the class or series of Reference
Shares  which  are the  subject  of the  applicable  Reference  Share  Offer and
attributable  to each  Debenture,  calculated in  accordance  with the following
formula:

                                [OBJECT OMITTED]

                                      -5-
where:
<PAGE>



         R        = the fraction by which the number of Reference  Shares of the
                  class or series of Reference  Shares  subject to the Reference
                  Share  Offer  and  attributable  to  each  Debenture  will  be
                  reduced;

         X        = the  aggregate  number of  Reference  Shares of the class or
                  series of  Reference  Shares  subject to the  Reference  Share
                  Offer accepted in the Reference Share Offer; and

         N        = the  aggregate  number of  Reference  Shares of the class or
                  series of  Reference  Shares  subject to the  Reference  Share
                  Offer  outstanding  immediately prior to the expiration of the
                  Reference Share Offer.

         "Regular   Additional   Distribution"   shall   mean   any   Additional
Distribution  as a result of a Reference Share  Distribution  that consists of a
Regular Cash Dividend.

         "Regular  Cash  Dividend"  shall mean any cash  dividend  declared by a
Reference  Company on its  Reference  Shares in  accordance  with the  Reference
Company's publicly announced regular common equity dividend policy.

         "Securities  Exchange  Act"  shall mean the  United  States  Securities
Exchange Act of 1934, as amended.

         "Senior  Indebtedness"  means the  principal of,  premium,  if any, and
interest  on, and any other  payment  due  pursuant  to,  any of the  following,
whether  outstanding  on the date the  Debentures  are issued or incurred by the
Company in the future:

(a)               all  of  the  Company's   indebtedness   for  money  borrowed,
                  including any indebtedness secured by a mortgage or other lien
                  which is (1) given to secure all or part of the purchase price
                  of property subject to the mortgage or lien,  whether given to
                  the  vendor of that  property  or to  another  lender,  or (2)
                  existing on property at the time the Company acquires it;

(b) all of the Company's indebtedness evidenced by notes,  debentures,  bonds or
other securities sold by the Company for money;

(c)  all of  the  Company's  lease  obligations  which  are  capitalized  on the
Company's books in accordance with generally accepted accounting principles;

(d)               all  indebtedness  of others of the kinds described in (a) and
                  (b)  above  and all  lease  obligations  of others of the kind
                  described in (c) above that the Company, in any manner, assume
                  or guarantee or that the Company in effect  guarantee  through
                  an agreement to purchase, whether that agreement is contingent
                  or otherwise; and

(e)               all renewals,  extensions or refundings of indebtedness of the
                  kinds  described  in (a), (b) or (d) above and all renewals or
                  extensions  of  leases of the  kinds  described  in (c) or (d)
                  above;

                                      -6-
<PAGE>


unless, in the case of any particular indebtedness, lease, renewal, extension or
refunding,  the  instrument or lease creating or evidencing it or the assumption
or guarantee relating to it expressly  provides that such  indebtedness,  lease,
renewal,  extension  or  refunding  is not  superior  in right of payment to the
Debentures.  The  Company's  senior Debt  Securities  issued  under the Original
Indenture constitute Senior Indebtedness for purposes of the Debentures.

         Senior indebtedness does not include:

(a)      any indebtedness of the Company or of any Restricted Subsidiary to the
Company or another Restricted Subsidiary;

(b) any guarantee by the Company or any Restricted Subsidiary of indebtedness of
the Company or another Restricted Subsidiary;

(c)               any accounts  payable or other  liability  to trade  creditors
                  arising  in  the  ordinary   course  of  business   (including
                  guarantees    thereof   or   instruments    evidencing    such
                  liabilities);

(d)               letters of credit,  performance bonds and similar  obligations
                  issued in favor of governmental or franchising  authorities as
                  a term of a cable television  franchise or other  governmental
                  franchise,  license,  permit  or  authorization  held  by  the
                  Company or any of its Subsidiaries; and

(e)      the Company's Exchangeable Subordinated Debentures due 2029
(the "PRIZES") which rank pari passu with the Debentures.

         "Sprint Corporation"  shall mean Sprint Corporation, a Kansas
corporation.

         "Sprint  PCS  Stock"  shall  mean the  Sprint  Corporation  PCS  common
stock-Series 1, par value $1.00 per share.

         "Tracking  Stock"  shall  mean an  equity  security  which  tracks  the
performance  of one or more  subsidiaries  or a distinct line of business of the
issuer of such equity security.

         Trading Day" shall mean (i) where the Closing Price of a security is to
be determined,  a day on which the security (a) is not suspended from trading or
quotation  at the close of  business  on the  national  or  regional  securities
exchange,  the National  Market  System or  over-the-counter  market that is the
primary  market for the trading or quotation of that security and (b) has traded
or been quoted at least once on the  national or regional  securities  exchange,
the National Market System or over-the-counter market that is the primary market
for the trading or quotation of that  security,  and (ii) for any other  purpose
under this Second Supplemental  Indenture,  any day on which the Nasdaq National
Market and the New York Stock Exchange are open for the transaction of business.

          "Yield  Adjustment"  shall mean any adjustment  required to be made to
the  Adjusted  Principal  Amount on any  Interest  Payment  Date  following  any
Extraordinary  Additional  Distribution  (except for the  Interest  Payment Date
immediately  following such Extraordinary  Additional  Distribution) so that the
interest  payment on such Interest Payment Date does not

                                      -7-
<PAGE>

represent an annualized yield in excess of 3% on the Adjusted  Principal Amount
of the Debentures during the semi-annual period immediately preceding such
Interest Payment Date.

Section 102.      Section References.

         Each  reference  to a  particular  section  set  forth  in this  Second
Supplemental  Indenture shall, unless the context otherwise  requires,  refer to
this Second Supplemental Indenture.

         Section 103.  Conflict with Original Indenture.

         To  the  extent  that  any  of the  terms  set  forth  in  this  Second
Supplemental  Indenture or the  certificates  representing  the Debentures shall
conflict  with any of the  terms of the  Original  Indenture,  the terms of this
Second Supplemental  Indenture and the certificates  representing the Debentures
shall be controlling with respect to the Debentures.

Article Two

                        TITLE AND TERMS OF THE SECURITIES

Section 201.      Title of the Securities.

         The title of the  Securities  of the series  established  hereby is the
"Premium PHONES - 3% Exchangeable Subordinated Debentures due 2030."

Section 202.      Amount.

         The aggregate  Original Principal Amount of the Debentures which may be
authenticated  and  delivered  under  the  Indenture  is  initially  limited  to
$335,366,000,   except  for   Debentures   authenticated   and  delivered   upon
registration of transfer of, or in exchange for, or in lieu of, other Debentures
pursuant  to  Section  2.07,  2.08,  2.09  or 9.04  of the  Original  Indenture;
provided,  however,  that the  series of  Securities  established  hereby may be
reopened,  without  the consent of the Holders of  Outstanding  Debentures,  for
issuance of additional Debentures.

Section 203.      Registered Securities.

         The certificates for the Debentures shall be Registered  Securities and
shall be in substantially the forms attached hereto as Exhibit A, and shall bear
the legends as are inscribed thereon.

Section 204.      Stated Maturity; Changes to Original Principal Amount or
Adjusted Principal Amount.

(a) The Stated  Maturity of the principal of the  Debentures  shall be March 14,
2030.

(b) Not less than 30 Business Days prior to the Stated Maturity of the principal
of the Debentures, the Company shall issue a press release and provide it to DTC
for dissemination  through the DTC broadcast facility,  as to whether or not the
Company will deliver, or cause to be delivered, Reference Shares in exchange for
any Debentures submitted for exchange,  in

                                      -8-
<PAGE>

accordance with Section 209, from the date of such notice  through 5:00 p.m.,
New York City time,  on the Trading Day next preceding such Stated Maturity.
If Reference Shares are to be delivered in connection  with any such exchange,
Debentures  validly  exchanged  during that period,  in  accordance  with
Section 209,  will be exchanged  for the Reference Shares  attributable  to such
Debentures,  and the Company shall pay at Stated Maturity to Holders that do not
exchange  their  Debentures an amount,  in cash, determined in the same manner
as the  Redemption  Price is determined in Section 208(a)(ii)  (substituting
the term  "Stated  Maturity"  for  "Redemption  Date" therein), in full payment
for such Debentures. If Reference Shares are not to be delivered in connection
with any such exchange,  the exchange right set forth in Section  209 will
terminate  as of the 30th  Business  Day prior to the  Stated Maturity of the
principal of the  Debentures and the Company shall pay at Stated Maturity to
Holders of  Debentures  an amount,  in cash,  determined in the same manner  as
the   Redemption   Price  is  determined  in  Section   208(a)(i)(B)
(substituting the term "Stated Maturity" for "Redemption Date" therein), in full
payment for such  Debentures.  Any notice by the Company as to whether or not it
will  deliver  Reference  Shares in  exchange  for  Debentures  pursuant to this
Section 204(b) shall be irrevocable.

(c) The principal  amount of each Debenture  shall  initially equal the Original
Principal Amount.  Thereafter, the principal amount of each Debenture, as of any
date of determination, shall equal the Adjusted Principal Amount. In calculating
the Adjusted  Principal Amount,  (i) the value of any  Extraordinary  Additional
Distribution  shall be subtracted as of the date it is distributed to holders of
the Debentures, and (ii) the amount of each Yield Adjustment shall be subtracted
on the Interest Payment Date to which such Yield Adjustment relates. In no event
will the Adjusted Principal Amount be less than zero.

(d) At least five Business Days prior to the Stated Maturity of the principal of
Debentures,  the Company shall deliver an Officers'  Certificate  to the Trustee
which: (i) sets forth the amount to be paid in accordance with Section 204(b) at
such Stated Maturity for each Debenture and for all Debentures then Outstanding,
(ii) sets forth a reasonably  detailed  calculation  of such amounts,  and (iii)
directs  the  Trustee  to adjust its  records  accordingly  and to  request  the
Depository  to adjust its records  accordingly.  At or prior to 10:00 a.m.,  New
York  City  time,  on the  date  of  Stated  Maturity  of the  principal  of the
Debentures,  the Company  shall  deposit with the Trustee or with a Paying Agent
(or, if the  Company is acting as its own Paying  Agent,  segregate  and hold in
trust as provided in Section 3.03 of the Original  Indenture)  an amount in cash
sufficient  to pay, in  accordance  with Section  204(b),  the amount due on all
Debentures that are Outstanding at 5:00 p.m., New York City time, on the date of
such Stated Maturity.

(e) In the event of an  acceleration  of maturity of the Debentures  pursuant to
Section  6.01 of the  Original  Indenture  (as  modified by Section 217 hereof),
there shall become immediately due and payable an amount equal to the sum of (1)
the  greater  of (a)  the  Adjusted  Principal  Amount  of the  Debentures  then
Outstanding   and  (b)  the  Current  Market  Value  of  the  Reference   Shares
attributable  to the  Debentures,  (2) any  accrued  and unpaid  interest on the
Debentures and (3) subject to Section 211, any Final Period  Distribution on the
Debentures, determined as if (i) in the case of an Event of Default specified in
clause (g) or (h) of Section  6.01 of the Original  Indenture,  the date of such
Event of Default were the Stated Maturity of the

                                      -9-
<PAGE>

principal of the Debentures and (ii) in the case of any other  Event of Default,
the date of  declaration  of acceleration were the Stated Maturity of the
principal of the Debentures.

Section 205.      Interest.

(a) The  Debentures  shall bear  interest  from March 14,  2000 or from the most
recent  Interest  Payment Date to which  interest has been paid or provided for,
payable  semiannually  on March  14 and  September  14 of each  year  (each,  an
"Interest Payment Date"), commencing September 14, 2000, to the Persons in whose
names the Debentures (or one or more  Predecessor  Securities) are registered at
the close of business on the March 1 or September 1 immediately  preceding  such
Interest Payment Date. Calculations of interest on each Debenture shall be based
on the  Original  Principal  Amount,  without  regard to changes in the Adjusted
Principal Amount.

(b)  Interest on the  Debentures  will accrue at the rate of 3% per annum of the
Original  Principal Amount,  without regard to changes in the Adjusted Principal
Amount, until the principal thereof is paid or made available for payment.

Section 206.      Additional Distributions.

(a) The Company shall distribute,  or cause to be distributed,  as an Additional
Distribution  to all Holders of  Debentures,  any Reference  Share  Distribution
received  by  holders  of  Reference  Shares,  or the  cash  value  thereof,  in
accordance with this Section 206.

(b) In the case of any Regular  Cash  Dividend,  the  Company  shall pay, to the
Holder of each Debenture,  as a Regular Additional  Distribution,  the amount of
cash received by a holder of the number of Reference Shares attributable to such
Debenture in respect of such Regular Cash  Dividend.  Such payment shall be made
by the Company on the next Interest  Payment Date to Holders of Debentures as of
5:00 p.m.,  New York City time,  on the Regular  Record  Date for such  Interest
Payment Date.

(c) In the case of any Extraordinary Dividend, the Company shall deliver, to the
Holder of each  Debenture,  as an  Extraordinary  Additional  Distribution,  all
dividends and  distributions,  or the fair market value thereof  (determined  in
accordance  with Section  206(d) or (e)),  received by a holder of the number of
Reference Shares attributable to such Debenture in respect of such Extraordinary
Dividend.  Any distribution pursuant to this subsection (c) shall be made by the
Company to Holders of Debentures as of a special  record date which shall be the
10th  Business  Day  after  the  date  of  the  payment  of  the   Extraordinary
Distribution by the applicable  Reference  Company,  and shall be distributed to
such Holders on the 10th Business Day following such special record date.

(d) If an  Extraordinary  Distribution  consists of securities or units that are
Marketable  Securities  (other than securities  which are, or become,  Reference
Shares),  such securities or units will be distributed by the Company to Holders
of the Debentures in accordance with Section 206(c);  provided, that the Company
shall not  distribute  fractional  securities  or units.  In lieu of  fractional
securities  or units,  the Company shall pay the Holders of Debentures an amount
in cash equal to the  Closing  Price,  as of the  special  record  date,  of the
security or unit to be distributed  multiplied by such fractional interest.  For
purposes of determining  the existence of fractional  interests,  all Debentures
held by a Holder  shall be  considered  together  (no matter  how

                                      -10-
<PAGE>



many  separate certificates  such  Holder  may  have). In the event the  Company
is unable to distribute any  securities  or  units  as part of an  Extraordinary
Additional Distribution  because any  necessary  qualifications  or
registrations  of such securities or units under applicable state or federal
securities laws cannot be obtained on a timely  basis,  the Company may instead
deliver,  in lieu of such securities  or units, cash based on the average of the
Closing  Prices of such securities  or units over the five  Trading  Days ending
on the Trading Day next preceding  the  distribution  by the  Company of such
Extraordinary  Additional Distribution.

(e) If an Extraordinary  Distribution consists of cash, assets or property other
than securities or units that are Marketable  Securities,  the Company shall pay
to Holders of the  Debentures  an amount of cash equal to the fair market  value
thereof;  such  fair  market  value  to  be  determined  as  of  the  date  such
Extraordinary  Distribution  is  made  or  paid  to  holders  of the  applicable
Reference Shares. Such fair market value shall be equal to the amount determined
in good  faith  by the  Board  of  Directors,  unless  the  Board  of  Directors
determines  in good  faith  that  there  is a  substantial  likelihood  that the
aggregate  fair market  value will be in excess of  $100,000,000,  in which case
such fair market value shall be determined by a nationally recognized investment
banking or appraisal  firm  retained by the Company for this  purpose.  The fair
market value so determined  shall be set forth in a Board  Resolution or, in the
case of a determination by an investment banking or appraisal firm, an Officers'
Certificate.

(f) At  least  five  Business  Days  prior  to the  payment  or  delivery  of an
Extraordinary Additional Distribution by the Company pursuant to Section 206(c),
the Company  shall deliver to the Trustee a Board  Resolution  setting a special
record date for such  Extraordinary  Additional  Distribution  and an  Officers'
Certificate setting forth: (i) the exact amount of Marketable Securities or cash
to be distributed  on or with respect to the Reference  Shares  attributable  to
each Debenture, and (ii) the total amount of Marketable Securities or cash to be
distributed  on or with  respect to the  Reference  Shares  attributable  to all
Debentures  that  are  Outstanding  as of  such  special  record  date.  If  any
distribution  relates  to any  assets  or other  property  that is not  publicly
traded, then at least five Business Days prior to such distribution, the Company
shall  deliver to the  Trustee:  (A) a Board  Resolution  establishing  the fair
market value of the assets or other  property,  unless such fair market value is
determined by a nationally  recognized  investment banking or appraisal firm, in
which case the Company  shall deliver to the Trustee the report of such firm and
(B) an Officers'  Certificate  setting  forth (I) the exact amount of cash to be
distributed  on or with respect to the  Reference  Shares  attributable  to each
Debenture and (II) the total amount of cash to be distributed on or with respect
to the Reference  Shares  attributable to all Debentures that are Outstanding as
of such special  record date in respect of any assets or other  property that is
not publicly traded. The Trustee is only responsible for distributing Marketable
Securities in the form of global book entry securities that are DTC eligible. At
or  prior to  10:00  a.m.,  New York  City  time,  on the date an  Extraordinary
Additional  Distribution is to be made pursuant to Section  206(c),  the Company
shall (x) in the case of an Extraordinary  Additional Distribution consisting of
cash, deposit with the Trustee or with a Paying Agent an amount of cash equal to
the Extraordinary Additional Distribution to be paid on such date and (y) in the
case  of an  Extraordinary  Additional  Distribution  consisting  of  Marketable
Securities,  transfer  by  book-entry  to the account of the Trustee or a Paying
Agent at DTC (or any successor  Depository) the amount of Marketable  Securities
to be distributed in such  Extraordinary  Additional  Distribution on such date.
The Company shall act as its own Paying Agent for any  Marketable  Securities to
be delivered  other than  through  book-entry.  The Company  shall issue a

                                      -11-
<PAGE>


press release  setting  forth  the  amount  and  composition,  per  Debenture,
of any Extraordinary Additional Distribution and the Adjusted Principal Amount
thereof, and shall  deliver such press release to DTC for  dissemination
through the DTC broadcast facility.

Section 207.      Registration, Transfer and Exchange.

(a) The  principal  of and interest on the  Debentures  shall be payable and the
Debentures may be  surrendered  or presented for payment,  the Debentures may be
surrendered for registration of transfer or exchange, and notices and demands to
or upon the  Company in  respect  of the  Debentures  and the  Indenture  may be
served,  at the office or agency of the Company  maintained for such purposes in
The City of New York,  from time to time,  and the Company  hereby  appoints the
Trustee,  acting through its office or agency in The City of New York designated
from time to time for such  purpose,  as its agent for the  foregoing  purposes;
provided,  however, that at the option of the Company payment of interest on the
Debentures  may be made by check  mailed to the address of the Persons  entitled
thereto, as such addresses shall appear in the Security Register;  and provided,
further,  that (subject to Section 4.02 of the Original  Indenture)  the Company
may at any time  remove  the  Trustee as its office or agency in The City of New
York  designated for the foregoing  purposes and may from time to time designate
one or more other  offices or agencies for the  foregoing  purposes and may from
time to time rescind such designations.

Section 208.      Redemption of the Debentures.

(a) Optional Redemption.  The Debentures will be redeemable at the option of the
Company,  in whole or in part at any time or from time to time  after  March 17,
2004,  on at least 30 Business  Days (but not more than 60 days) prior notice to
Holders  of the  Debentures.  In the notice of  redemption,  the  Company  shall
specify  its  irrevocable  election of one of the  following  options  (each,  a
"Redemption Price"):

(i)      to terminate  Holders'  right to exchange,  in accordance  with Section
         209,  Debentures  called for redemption (but not affecting the exchange
         rights of Holders of any  Debentures  not  called for  redemption),  in
         which  case (A) no  further  exchange  of such  Debentures  called  for
         redemption  pursuant to Section 209 will be  permitted  on or after the
         30th  Business  Day  preceding  the  Redemption  Date  and  (B)  on the
         Redemption  Date, the Company shall pay Holders,  for each Debenture to
         be redeemed,  a Redemption  Price, in cash, equal to the sum of (1) the
         greater of (a) the Adjusted  Principal  Amount of such  Debenture as of
         the  Redemption  Date and (b) 100% of the Current  Market  Value of the
         Reference  Shares  attributable to such Debenture,  (2) any accrued and
         unpaid  interest  on such  Debenture  to the  Redemption  Date  and (3)
         subject  to  Section  211,  any  Final  Period   Distribution  on  such
         Debenture; or

(ii)     to  exchange  Debentures  surrendered  at  the  option  of  Holders  in
         accordance with Section 209, for Reference  Shares until 5:00 p.m., New
         York City time, on the Trading Day next preceding the Redemption  Date,
         in which case on the Redemption  Date the Company shall pay Holders who
         do not elect to exchange  Debentures for Reference Shares in accordance
         with Section  209(c),  for each Debenture to be redeemed,  a Redemption
         Price, in cash,  equal to the sum of (1) the Adjusted

                                      -12-
<PAGE>


         Principal Amount of such  Debenture at the  Redemption  Date, (2) any
         accrued and unpaid interest on such  Debenture to the  Redemption
         Date and (3) subject to Section 211, any Final Period Distribution on
         such Debenture.
(b) Notices.  In case of any redemption,  the Company shall deliver an Officers'
Certificate  to the  Trustee  not less  than  five  Business  Days  prior to the
Redemption  Date which sets forth (i) the  Redemption  Price to be paid for each
Debenture  called for redemption on such  Redemption Date and (ii) the aggregate
amount payable for all Debentures called for redemption on such Redemption Date.

(c)  Interest  Accrual to Cease.  Once notice of  redemption  has been given and
funds are  irrevocably  deposited  with the Trustee,  interest on the Debentures
will  cease to accrue on and after  the  Redemption  Date and all  rights of the
Holders of the Debentures called for redemption will cease, except for the right
of  Holders to receive  the  Redemption  Price  (but  without  interest  on such
Redemption Price) and any right to receive payment pursuant to Section 211.

(d) Payment  Failure.  In the event that the Company fails to pay any amount due
on redemption of the Debentures on a Redemption Date, interest on the Debentures
called for  redemption  shall  continue to accrue at an annual rate of 3% of the
Original Principal Amount thereof from the date originally set for redemption to
the actual date of payment,  and such actual date of payment  shall be deemed to
be the Redemption  Date for purposes of calculating the amount to be paid to the
Holders of Debentures on redemption,  except that the amount of the Final Period
Distribution shall be determined as of the date originally set for redemption.

Section 209.      Exchange of the Debentures.

(a) Each Debenture will be  exchangeable at the option of the Holder at any time
(except as otherwise  provided in subsection (f) below) for the Exchange  Market
Value of the Reference  Shares  attributable  to that  Debenture.  The number of
Reference Shares  attributable to each Debenture initially shall be 16.28 shares
of Sprint PCS Stock,  subject to adjustment  as a result of any Reference  Share
Proportionate  Reduction or any other adjustment  contemplated by the definition
of "Reference Shares."

(b) The Company  shall pay 100% of the Exchange  Market  Value of the  Reference
Shares  attributable to each Debenture,  only in cash, for all exchanges made on
or before the  Reference  Shares  Eligibility  Date.  On and after the Reference
Shares  Eligibility  Date,  the Company may, at its option,  (i) pay 100% of the
Exchange Market Value of the Reference Shares  attributable to each Debenture in
cash;  (ii)  deliver the  Reference  Shares  attributable  to such  Debenture in
payment  of such  Exchange  Market  Value;  or (iii)  deliver a  combination  of
Reference  Shares and cash. Such payment or delivery will be made as promptly as
practicable,  but in any  event  within  ten  Trading  Days  after  the  date of
determination  of the  Exchange  Market  Value.  The  Company  shall  notify the
Exchange  Agent of its election to pay cash or deliver  Reference  Shares,  or a
combination of the foregoing, by no later than 9:30 a.m., New York City time, on
the Trading Day next following the applicable  Exchange Date. The Exchange Agent
shall notify an exchanging  Holder of the Company's  election under this Section
209(b)  prior to 10:00 a.m.,  New York City time,  on the next Trading Day after
the Exchange Date.

                                      -13-
<PAGE>


(c) To exchange a  Debenture  a Holder must (a) in the case of a Debenture  held
through the Depository, surrender such Debenture for exchange through book-entry
transfer  into the account of the Exchange  Agent,  transmit an agent's  message
requesting such exchange and comply with such other procedures of the Depository
as may be  applicable  in the  case  of an  exchange  and  (b) in the  case of a
Debenture held in  certificated  form, (i) complete and manually sign the Notice
of Exchange  attached to the  Debenture (or complete and sign a facsimile of the
Notice of Exchange)  (and attached  hereto is Exhibit B) and deliver such Notice
of Exchange to the Exchange Agent,  (ii) surrender the Debenture to the Exchange
Agent,  (iii)  furnish  appropriate  endorsements  and  transfer  documents,  if
required  by the  Exchange  Agent,  the  Company or the Trustee and (iv) pay any
transfer or similar tax, if required.  An exchange  shall be deemed to have been
effected at 5:00 p.m., New York City time, on the Exchange Date. The delivery of
a  Notice  of  Exchange  or,  in the  case of  book-entry,  an  agent's  message
requesting  exchange,  shall be irrevocable.  A Holder may exchange a portion of
its Debentures  only if the portion is $1,000  Original  Principal  Amount or an
integral  multiple  thereof.  Following  the  Exchange  Date for an  exchange of
Debentures,  all rights of the Holder  with  respect  to such  Debentures  shall
cease,  except  for the  right  of such  Holder  to  receive  the  consideration
specified in Section 209(b) (but without interest thereon).

(d) By 10:00 a.m., New York City time, on each Trading Day following  receipt by
the  Exchange  Agent of  notification  from DTC that DTC has received an agent's
message from a DTC  participant  electing to exercise  its exchange  option with
respect to its  Debentures,  and delivery of such  Debentures  into the Exchange
Agent's DTC participant  account,  or following  receipt of a complete  manually
signed Notice of Exchange and receipt of certificated  Debentures from a Holder,
the  Exchange  Agent  shall  notify  the  Company  of the  principal  amount  of
Debentures  which has been  tendered.  When the  Exchange  Market Value has been
determined,  the Company shall deliver an Officers'  Certificate  to the Trustee
setting  forth the exact amount to be paid or the amount of Reference  Shares to
be  delivered  to the  tendering  Holder and shall  deposit such amount with the
Exchange Agent (except that if the Company elects to deliver Reference Shares in
certificated  form,  the  Company  shall act as its own Paying  Agent as to such
shares). Upon receipt of such payment or delivery from the Company, the Exchange
Agent shall pay DTC as soon as practicable  or, in the cases of Debentures  that
are held in certificated  form, as directed by the tendering  Holder.  Where the
Company  acts as its own Paying  Agent with  respect to  certificated  Reference
Shares,  it shall deliver them (i) as directed by the relevant  participants  of
the Depositary,  as identified by the Depositary, or (ii) to or at the direction
of tendering Holders of Debentures.

(e) In the case of any  exchange  made during the period from (but  excluding) a
Regular  Record  Date for any  Interest  Payment  Date to (but  excluding)  such
Interest  Payment Date,  the Holder shall tender funds equal to the interest and
any Additional Distribution payable on such Interest Payment Date.

(f) The  right  to  exchange  Debentures  pursuant  to this  Section  209  shall
terminate at 5:00 p.m., New York City time,  (i) in the case of Stated  Maturity
of the  principal  amount of the  Debentures,  on the  Trading  Day  immediately
preceding such Stated  Maturity and (ii) in the case of an optional  redemption,
on the Trading Day immediately  preceding the Redemption  Date. A Holder's right
to  exchange  Debentures  under  this  Section  209 shall  further be subject to
termination by the Company (i) in connection  with the payment of the Debentures
at Stated
                                      -14-
<PAGE>



Maturity,  during the period set forth in the penultimate  sentence of Section
206(b) and (ii) in  connection  with  optional  redemption,  during the period
set forth in  clause  (i) of  Section  208(a),  provided,  that any such
termination shall only apply to Debentures that have been called for redemption.

(g) If more than $1,000,000  aggregate  Original  Principal Amount of Debentures
are tendered for  exchange on any given date,  the Company  shall give notice of
such event to the Trustee and the Trustee  shall give notice  thereof to DTC for
distribution through its broadcast facility.

Section 210.      Distributions of Reference Shares or Other Securities.

(a) The Company  will pay any and all  documentary,  stamp,  transfer or similar
taxes that may be payable in respect of the  transfer  and delivery of Reference
Shares or in connection with an Extraordinary  Additional  Distribution pursuant
hereto;  provided,  however,  that the Company  shall not be required to pay any
such tax which may be payable in respect of any transfer involved in delivery of
such property to a name other than that in which the Debentures were registered,
and no such  transfer  or  delivery  shall be made  unless  and until the Person
requesting  such transfer has paid to the Company the amount of any such tax, or
has  established,  to the  satisfaction  of the Company,  that such tax has been
paid.

(b) The Company  hereby  warrants that upon delivery of any Reference  Shares or
any  securities in connection  with any  Extraordinary  Additional  Distribution
pursuant to this Supplemental Indenture, the Holder of a Debenture shall receive
all rights held by the Company in the securities to be delivered, free and clear
of any and all liens,  claims,  charges and encumbrances,  other than any liens,
claims, charges and encumbrances which may have been placed thereon by the prior
owner  thereof  prior to the time  acquired by the  Company.  In  addition,  the
Company further warrants that any securities to be delivered  hereunder shall be
free of any transfer  restrictions under federal or state securities laws (other
than such as are  attributable  to any  Holder's  status as an  affiliate of the
issuer of such securities).

Section 211.      Balance of Final Period Distribution Payment.

(a) In the case of a Final Period  Distribution within the meaning of clause (b)
of the  definition  of "Final Period  Distribution,"  the Company shall pay such
Final Period  Distribution to the Holders of Debentures that have been repaid in
accordance  with the first  sentence of Section 204(b) or redeemed in accordance
with Section 208(a)(ii), (b), (c) or (d) as of a special record date which shall
be the  10th  Business  Day  after  the  date  of the  payment  of the  relevant
Extraordinary Distribution by the applicable Reference Company; and such payment
shall be  distributed  on the 10th  Business Day following  such special  record
date. The Company shall give notice  regarding such  distribution to the Trustee
in accordance with the provisions of Section 206(f).

(b) In the  event  that  the  applicable  Reference  Company  fails  to make the
Extraordinary Distribution referred to in subsection (a) above at the time or in
the amount  expected,  the Company  shall  pursue any claim it has against  such
Reference  Company,  whether as a securityholder or otherwise,  on behalf of the
Holders of  Debentures.  Reasonable  costs of

                                      -15-
<PAGE>


such actions by the Company may be deducted  from  the  amount  of  any
Extraordinary   Distribution   before  any distribution is made to Holders of
Debentures pursuant to Section 211(a).

Section 212.      Denominations.

         The Debentures  shall be issued in denominations of $1,000 and integral
multiples in excess thereof.

Section 213.      Applicability of Certain Original Indenture Provisions.

(a)      Sections 11.01, 11.02 and 11.03 of the Original Indenture, relating to
defeasance and covenant defeasance, shall not be applicable to the Debentures.

(b)      Sections 4.08 and 4.09 of the Original Indenture shall not be
applicable to the Debentures.

Section 214.      Security Registrar and Paying Agent.

         The Trustee  shall be the  initial  Paying  Agent and initial  transfer
agent for the  Debentures  (subject to the Company's  right  (subject to Section
4.02 of the  Original  Indenture)  to remove the  Trustee as such  Paying  Agent
and/or  transfer  agent  and,  from  time  to  time,  to  designate  one or more
co-registrars  and one or more other Paying  Agents and  transfer  agents and to
rescind  from time to time any such  designations),  and The City of New York is
designated as a Place of Payment for the Debentures.

Section 215.      Global Debentures.

(a) The  Debentures  shall be  issued  in the form of one or more  temporary  or
global  Debentures.  The initial  Depository for the global  Debentures shall be
DTC, and the depositary arrangements shall be those employed by whoever shall be
the Depositary with respect to the Debentures from time to time.

(b) The Debentures shall be issued in the form of permanent global Debentures in
definitive fully registered form without interest coupons,  substantially in the
form of Exhibit A. Each global  Debenture  shall be  deposited  on behalf of the
purchasers  of the  Debentures  represented  thereby with the  custodian for the
Depositary,  and  registered  in the name of a nominee of the  Depositary,  duly
executed  by the  Company  and  authenticated  by the Trustee as provided in the
Original Indenture.  The aggregate principal amount of a Debenture may from time
to time be  increased or  decreased  by  adjustments  made on the records of the
custodian for the Depositary or the  Depositary or its nominee,  as the case may
be.

(c) The global  Debentures will be exchangeable for  certificated  Debentures of
like tenor and terms and of differing  authorized  denominations  aggregating  a
like principal amount,  only if (i) the Depository  notifies the Company that it
is unwilling or unable to continue as Depository for the global  Debentures (ii)
the Depository ceases to be a clearing agency under the Securities Exchange Act,
(iii) the Company in its sole discretion  determines that the global  Debentures
shall be  exchangeable  for  certificated  Debentures  or (iv) there  shall have
occurred and be continuing an Event of Default under the Indenture  with respect
to the Debentures.  Upon

                                      -16-
<PAGE>


such exchange,  the  certificated  Debentures  shall be registered in the names
of the beneficial  owners of the global Debentures which they have replaced;
such names shall be provided to the Trustee by the relevant participants of the
Depository, as identified by the Depository.

Section 216.      Sinking Fund.

         The  Debentures  shall not be  subject to any  sinking  fund or similar
provision and shall not be redeemable at the option of the holder thereof.

Section 217.      Amendments to Certain Sections of the Original Indenture.

(a) The amendments to the Original Indenture contained in this Section 217 shall
apply only to the  series of  Debentures  established  pursuant  to this  Second
Supplemental Indenture.

(b) Clause (a) of Section  6.01 of the Original  Indenture is hereby  amended by
adding the words "or distributions"  following the word "interest" on the second
line thereof.

(c)      A new clause (c) is hereby added to Section 6.01 of the Original
Indenture and supercedes and replaces clause (c) of the Original Indenture.  New
clause (c) shall read as follows:

                  (c) failure of the Company to comply with its  obligations  to
                  deliver cash or Reference Shares or any combination thereof in
                  exchange for Debentures  pursuant to Section 209 of the Second
                  Supplemental Indenture;

(d) The seventh  line of the fourth  paragraph  of Section  6.01 of the Original
Indenture are hereby amended by adding the words "and  distributions"  following
the word "interest" in such line.

(e)      Section 9.02 of the Original Indenture is hereby further amended by
adding a new clause (x), to read as follows:

                           (x)  reduce the  amount of cash or  Reference  Shares
deliverable upon exchange of the Debentures.

(f)  Unless  the  context  otherwise  requires,  all  references  to  payment of
principal in the Original  Indenture  shall  include the payment of the Maturity
Repayment  Amount,  and all  references  to payment of  interest  shall  include
Additional Distributions.

Section 218.               Ranking.

         The Debentures  are, to the extent  provided herein and in the Original
Indenture,  subordinate  and subject in right of payment to the prior payment in
full of all Senior  Indebtedness.  The Debenture  shall rank pari passu with the
PRIZES.

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                                 ARTICLE THREE

                            MISCELLANEOUS PROVISIONS

         The Trustee makes no undertaking or  representations in respect of, and
shall not be  responsible  in any manner  whatsoever  for and in respect of, the
validity or  sufficiency  of this Second  Supplemental  Indenture  or the proper
authorization or the due execution hereof by the Company or for or in respect of
the  recitals  and  statements  contained  herein,  all of  which  recitals  and
statements are made solely by the Company.

         Except as  expressly  amended  hereby,  the  Original  Indenture  shall
continue in full force and effect in accordance with the provisions  thereof and
the Original  Indenture is in all respects hereby  ratified and confirmed.  This
Second  Supplemental  Indenture and all its provisions shall be deemed a part of
the  Original  Indenture  in the  manner and to the  extent  herein and  therein
provided.

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

         This  Second  Supplemental  Indenture  may be executed in any number of
counterparts,  each of which so executed shall be deemed to be an original,  but
all such counterparts shall together constitute but one and the same instrument.

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