<PAGE>

                                                                     Exhibit 4.2


================================================================================


                                   INDENTURE

                           Dated as of June 27, 2001

                                    Between

                      MEDIACOM COMMUNICATIONS CORPORATION


                                      and


                             THE BANK OF NEW YORK,

                                  as Trustee

                              __________________

                5.25% Convertible Senior Notes Due July 1, 2006


================================================================================
<PAGE>

                               TABLE OF CONTENTS
                               -----------------

<TABLE>
<CAPTION>
                                                                                                          Page
                                                                                                          ----
                                                             ARTICLE 1

                                            DEFINITIONS AND INCORPORATION BY REFERENCE
<S>                                                                                                       <C>
SECTION 1.1.        Definitions..........................................................................    1
SECTION 1.2.        Other Definitions....................................................................    5
SECTION 1.3.        Trust Indenture Act Provisions.......................................................    5
SECTION 1.4.        Rules of Construction................................................................    6

                                                             ARTICLE 2

                                                          THE SECURITIES

SECTION 2.1.        Form and Dating......................................................................    6
SECTION 2.2.        Execution and Authentication.........................................................    7
SECTION 2.3.        Registrar, Paying Agent and Conversion Agent.........................................    7
SECTION 2.4.        Paying Agent to Hold Money in Trust..................................................    8
SECTION 2.5.        Security Holder Lists................................................................    8
SECTION 2.6.        Transfer and Exchange................................................................    8
SECTION 2.7.        Replacement Securities...............................................................    9
SECTION 2.8.        Outstanding Securities...............................................................   10
SECTION 2.9.        Treasury Securities..................................................................   10
SECTION 2.10.       Temporary Securities.................................................................   10
SECTION 2.11.       Cancellation.........................................................................   10
SECTION 2.12.       Book-Entry Provisions for Global Securities..........................................   11
SECTION 2.13.       CUSIP Numbers........................................................................   12
SECTION 2.14.       Defaulted Interest...................................................................   12

                                                             ARTICLE 3

                                                     REDEMPTION AND PURCHASES

SECTION 3.1.        Right to Redeem; Notice to Trustee...................................................   13
SECTION 3.2.        Selection of Securities to Be Redeemed...............................................   13
SECTION 3.3.        Notice of Redemption.................................................................   14
SECTION 3.4.        Effect of Notice of Redemption.......................................................   14
SECTION 3.5.        Deposit of Redemption Price..........................................................   15
SECTION 3.6.        Securities Redeemed in Part..........................................................   15
SECTION 3.7.        Conversion Arrangement on Call for Redemption........................................   15
SECTION 3.8.        Purchase of Securities at Option of the Holder upon Change in Control................   16
SECTION 3.9.        Effect of Change in Control Purchase Notice..........................................   18
SECTION 3.10.       Deposit of Change in Control Purchase Price..........................................   19
SECTION 3.11.       Securities Purchased in Part.........................................................   19
SECTION 3.12.       Compliance with Securities Laws upon Purchase of Securities..........................   20
SECTION 3.13.       Repayment to the Company.............................................................   20
</TABLE>

                                      -i-
<PAGE>

<TABLE>
<CAPTION>
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                                                                                                          ----
                                                             ARTICLE 4

                                                            CONVERSION
<S>                                                                                                       <C>
SECTION 4.1.        Conversion Privilege.................................................................   20
SECTION 4.2.        Conversion Procedure.................................................................   21
SECTION 4.3.        Fractional Shares....................................................................   22
SECTION 4.4.        Taxes on Conversion..................................................................   22
SECTION 4.5.        Company to Provide Stock.............................................................   22
SECTION 4.6.        Adjustment of Conversion Price.......................................................   22
SECTION 4.7.        No Adjustment........................................................................   26
SECTION 4.8.        Adjustment for Tax Purposes..........................................................   26
SECTION 4.9.        Notice of Adjustment.................................................................   26
SECTION 4.10.       Notice of Certain Transactions.......................................................   27
SECTION 4.11.       Effect of Reclassification, Consolidation, Merger or Sale on Conversion
                      Privilege..........................................................................   27
SECTION 4.12.       Trustee's Disclaimer.................................................................   28
SECTION 4.13.       Voluntary Reduction..................................................................   28

                                                             ARTICLE 5

                                                            [RESERVED]


                                                             ARTICLE 6

                                                             COVENANTS

SECTION 6.1.        Payment of Securities................................................................   28
SECTION 6.2.        SEC Reports..........................................................................   29
SECTION 6.3.        Compliance Certificates..............................................................   29
SECTION 6.4.        Further Instruments and Acts.........................................................   30
SECTION 6.5.        Maintenance of Corporate Existence...................................................   30
SECTION 6.6.        Stay, Extension and Usury Laws.......................................................   30
SECTION 6.7.        Registration and Listing.............................................................   30

                                                             ARTICLE 7

                                       CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE

SECTION 7.1.        Company May Consolidate, Etc., Only on Certain Terms.................................   30
SECTION 7.2.        Successor Substituted................................................................   31

                                                             ARTICLE 8

                                                       DEFAULT AND REMEDIES

SECTION 8.1.        Events of Default....................................................................   31
SECTION 8.2.        Acceleration.........................................................................   32
</TABLE>

                                     -ii-
<PAGE>

<TABLE>
<CAPTION>
                                                                                                          Page
                                                                                                          ----
<S>                                                                                                       <C>
SECTION 8.3.        Other Remedies.......................................................................   33
SECTION 8.4.        Waiver of Defaults and Events of Default.............................................   33
SECTION 8.5.        Control by Majority..................................................................   33
SECTION 8.6.        Limitations on Suits.................................................................   33
SECTION 8.7.        Rights of Holders to Receive Payment and to Convert..................................   34
SECTION 8.8.        Collection Suit by Trustee...........................................................   34
SECTION 8.9.        Trustee May File Proofs of Claim.....................................................   34
SECTION 8.10.       Priorities...........................................................................   35
SECTION 8.11.       Undertaking for Costs................................................................   35

                                                             ARTICLE 9

                                                              TRUSTEE

SECTION 9.1.        Duties of Trustee....................................................................   35
SECTION 9.2.        Rights of Trustee....................................................................   36
SECTION 9.3.        Individual Rights of Trustee.........................................................   37
SECTION 9.4.        Trustee's Disclaimer.................................................................   37
SECTION 9.5.        Notice of Default or Events of Default...............................................   38
SECTION 9.6.        Reports by Trustee to Holders........................................................   38
SECTION 9.7.        Compensation and Indemnity...........................................................   38
SECTION 9.8.        Replacement of Trustee...............................................................   39
SECTION 9.9.        Successor Trustee by Merger, Etc.....................................................   39
SECTION 9.10.       Eligibility; Disqualification........................................................   40
SECTION 9.11.       Preferential Collection of Claims Against Company....................................   40

                                                            ARTICLE 10

                                              SATISFACTION AND DISCHARGE OF INDENTURE

SECTION 10.1.       Satisfaction and Discharge of Indenture..............................................   40
SECTION 10.2.       Application of Trust Money...........................................................   41
SECTION 10.3.       Repayment to Company.................................................................   41
SECTION 10.4.       Reinstatement........................................................................   41

                                                            ARTICLE 11

                                                AMENDMENTS, SUPPLEMENTS AND WAIVERS

SECTION 11.1.       Without Consent of Holders...........................................................   42
SECTION 11.2.       With Consent of Holders..............................................................   42
SECTION 11.3.       Compliance with Trust Indenture Act..................................................   43
SECTION 11.4.       Revocation and Effect of Consents....................................................   43
SECTION 11.5.       Notation on or Exchange of Securities................................................   43
SECTION 11.6.       Trustee to Sign Amendments, Etc......................................................   44
</TABLE>

                                     -iii-

<PAGE>

<TABLE>
<CAPTION>
                                                                                                          Page
                                                                                                          ----
                                                            ARTICLE 12

                                                           MISCELLANEOUS
<S>                                                                                                       <C>
SECTION 12.1.       Trust Indenture Act Controls.........................................................   44
SECTION 12.2.       Notices..............................................................................   44
SECTION 12.3.       Communications by Holders with Other Holders.........................................   45
SECTION 12.4.       Certificate and Opinion as to Conditions Precedent...................................   45
SECTION 12.5.       Record Date for Vote or Consent of Securityholders...................................   45
SECTION 12.6.       Rules by Trustee, Paying Agent, Registrar and Conversion Agent.......................   46
SECTION 12.7.       Legal Holidays.......................................................................   46
SECTION 12.8.       Governing Law........................................................................   46
SECTION 12.9.       No Adverse Interpretation of Other Agreements........................................   46
SECTION 12.10.      No Recourse Against Others...........................................................   46
SECTION 12.11.      Successors...........................................................................   46
SECTION 12.12.      Multiple Counterparts................................................................   46
SECTION 12.13.      Separability.........................................................................   47
SECTION 12.14.      Table of Contents, Headings, Etc.....................................................   47
</TABLE>

                                     -iv-
<PAGE>

                                   CROSS-REFERENCE TABLE*
                                   ----------------------

<TABLE>
<CAPTION>
                                                                                        INDENTURE
TIA SECTION                                                                              SECTION
-----------                                                                              -------
<S>                                                                                     <C>
Section 310(a)(1).....................................................................  9.10
                    (a)(2)............................................................  9.10
                    (a)(3)............................................................  N.A.**
                    (a)(4)............................................................  N.A.
                    (a)(5)............................................................  9.10
                    (b)...............................................................  9.8; 9.10
                    (c)...............................................................  N.A.
Section 311(a)........................................................................  9.11
                    (b)...............................................................  9.11
                    (c)...............................................................  N.A.
Section 312(a)........................................................................  2.5
                    (b)...............................................................  12.3
                    (c)...............................................................  12.3
Section 313(a)........................................................................  9.6
                    (b)(1)............................................................  N.A.
                    (b)(2)............................................................  9.6
                    (c)...............................................................  9.6; 12.2
                    (d)...............................................................  9.6
Section 314(a)........................................................................  6.2; 6.3;
                                                                                        12.3
                    (b)...............................................................  N.A.
                    (c)(1)............................................................  12.4(a)
                    (c)(2)............................................................  12.4(a)
                    (c)(3)............................................................  N.A.
                    (d)...............................................................  N.A.
                    (e)...............................................................  12.4(b)
                    (f)...............................................................  N.A.
Section 315(a)........................................................................  9.1(b)
                    (b)...............................................................  9.5; 12.2
                    (c)...............................................................  9.1(a)
                    (d)...............................................................  9.1(c)
                    (e)...............................................................  8.11
Section 316(a)(last sentence).........................................................  2.9
                    (a)(1)(A).........................................................  8.5
                    (a)(1)(B).........................................................  8.4
                    (a)(2)............................................................  N.A.
                    (b)...............................................................  8.7
                    (c)...............................................................  12.5
Section 317(a)(1).....................................................................  8.8
                    (a)(2)............................................................  8.9
                    (b)...............................................................  2.4
Section 318(a)........................................................................  12.1
</TABLE>
---------------------

*    This Cross-Reference Table shall not, for any purpose, be deemed a part of
     this Indenture.

**   N.A. means Not Applicable.

                                      -v-
<PAGE>

          THIS INDENTURE dated as of June 27, 2001 is between Mediacom
Communications Corporation, a Delaware corporation (the "Company"), and The Bank
of New York, a New York banking corporation, as Trustee (the "Trustee").

          In consideration of the premises and the purchase of the Securities by
the Holders thereof, both parties agree as follows for the benefit of the other
and for the equal and ratable benefit of the registered Holders of the Company's
5.25% Convertible Senior Notes Due July 1, 2006.


                                   ARTICLE 1

                  DEFINITIONS AND INCORPORATION BY REFERENCE


SECTION 1.1.   Definitions.
               -----------

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

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

          "Applicable Procedures" means, with respect to any transfer or
exchange of beneficial ownership interests in a Global Security, the rules and
procedures of the Depositary that are applicable to such transfer or exchange.

          "Board of Directors" means the board of directors of the Company or
any authorized committee of the Board of Directors.

          "Business Day" means each day that is not a Legal Holiday.

          "Capital Stock" of any Person means any and all shares, interests,
rights to purchase, warrants, options, participations or other equivalents of or
interests in (however designated) equity of such Person, but excluding any debt
securities convertible into such equity.

          "cash" means such coin or currency of the United States as at any time
of payment is legal tender for the payment of public and private debts.

          "Certificated Security" means a Security that is in substantially the
form attached hereto as Exhibit A and that does not include the information or
                        ---------
the schedule called for by footnotes 1 and 2 thereof.

          "Code" means the Internal Revenue Code of 1986, as amended.

          "Common Stock" means the Class A common stock of the Company, par
value $.01 per share, as it exists on the date of this Indenture and any shares
of any class or classes of capital stock of the Company resulting from any
reclassification or reclassifications thereof and which have no preference in
respect of dividends or of amounts payable in the event of any voluntary or
involuntary liquidation, dissolution or winding-up
<PAGE>

                                      -2-


of the Company and which are not subject to redemption by the Company; provided,
however, that if at any time there shall be more than one such resulting class,
the shares of each such class then so issuable on conversion of Securities 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 party named as such in this Indenture until a
successor replaces it pursuant to this Indenture, and thereafter means the
successor.

          "Corporate Trust Office" shall be the address of the Trustee specified
in Section 12.2 or such other address as to which the Trustee may give notice to
the Company.

          "Default" means, when used with respect to the Securities, any event
which is or, after notice or passage of time or both, would be an Event of
Default.

          "Depositary" means, with respect to the Securities issuable or issued
in whole or in part in global form, The Depository Trust Company, until a
successor shall have been appointed and become such pursuant to the applicable
provisions of this Indenture, and thereafter, "Depositary" shall mean or include
such successor.

          "Exchange Act" means the Securities Exchange Act of 1934, as amended,
and the rules and regulations promulgated thereunder, as in effect from time to
time.

          "Final Maturity Date" means July 1, 2006.

          "GAAP" means generally accepted accounting principles in the United
States of America as in effect as of the date of this Indenture, including those
set forth in (1) the opinions and pronouncements of the Accounting Principles
Board of the American Institute of Certified Public Accountants, (2) the
statements and pronouncements of the Financial Accounting Standards Board, (3)
such other statements by such other entity as approved by a significant segment
of the accounting profession and (4) the rules and regulations of the SEC
governing the inclusion of financial statements (including pro forma financial
statements) in registration statements filed under the Securities Act and
periodic reports required to be filed pursuant to Section 13 of the Exchange
Act, including opinions and pronouncements in staff accounting bulletins and
similar written statements from the accounting staff of the SEC.

          "Global Security" means a permanent Global Security that is in
substantially the form attached hereto as Exhibit A and that includes the
                                          ---------
information and schedule called for by footnotes 1 and 2 thereof and which is
deposited with the Depositary or its custodian and registered in the name of the
Depositary or its nominee.

          "Holder" or "Securityholder" means the person in whose name a Security
is registered on the Primary Registrar's books.

          "indebtedness" means, with respect to any Person, without duplication,
(a) all indebtedness, obligations and other liabilities (contingent or
otherwise) of such Person for borrowed money (including obligations of such
Person in respect of overdrafts, foreign exchange contracts, currency exchange
agreements, interest rate protection agreements, and any loans or advances from
banks, whether or not evidenced by notes or similar instruments) or evidenced by
bonds, debentures, notes or similar instruments (whether or not the recourse of
the lender is to the whole of the assets of such Person or to only a portion
thereof) (other than any accounts payable
<PAGE>

                                      -3-

or other accrued current liability or obligation incurred in the ordinary course
of business in connection with the obtaining of materials or services), (b) all
reimbursement obligations and other liabilities (contingent or otherwise) of
such Person with respect to letters of credit, bank guarantees or bankers'
acceptances, (c) all obligations and liabilities (contingent or otherwise) of
such Person (i) in respect of leases of such Person required, in conformity with
GAAP, to be accounted for as capitalized lease obligations on the balance sheet
of such Person, or (ii) under any lease or related document (including an
underwriting agreement) in connection with the lease of real property or
improvements (or any personal property included as part of any such lease) which
provides that such Person is contractually obligated to purchase or cause a
third party to purchase the leased property and thereby guarantee a residual
value of the leased property to the lessor and all of the obligations of such
Person under such lease or related document to purchase or to cause a third
party to purchase such leased property (whether or not such lease transaction is
characterized as an operating lease or a capitalized lease in accordance with
GAAP), (d) all obligations (contingent or otherwise) of such Person with respect
to any interest rate, currency or other swap, cap, floor or collar agreement,
hedge agreement, forward contract, or other similar instrument or agreement or
foreign currency hedge, exchange, purchase or similar instrument or agreement,
(e) all direct or indirect guaranties or similar agreements by such Person to
purchase or otherwise acquire or otherwise assure a creditor against loss in
respect of indebtedness, obligations or liabilities of another Person of the
kind described in clauses (a) through (d), and (f) any and all deferrals,
renewals, extensions and refundings of, or amendments, modifications or
supplements to, any indebtedness, obligation or liability of the kind described
in clauses (a) through (e).

          "Indenture" means this Indenture as amended or supplemented from time
to time pursuant to the terms of this Indenture.

          "Officer" means the Chief Executive Officer, the President, any Vice
President, the Chief Financial Officer, the Controller, the Secretary or any
Assistant Secretary of the Company.

          "Officers' Certificate" means a certificate signed by two Officers;

provided, however, that for purposes of Sections 4.11 and 6.3, "Officers'
--------  -------
Certificate" means a certificate signed by the principal executive officer,
principal financial officer or principal accounting officer of the Company and
by one other Officer.

          "Opinion of Counsel" means a written opinion from legal counsel.  The
counsel may be an employee of or counsel to the Company or the Trustee.

          "Permitted Holder" means: (i) Rocco B. Commisso or his spouse or
siblings, any of their lineal descendants and their spouses; (ii) any controlled
Affiliate of any individual described in clause (i) above; (iii) in the event of
the death or incompetence of any individual described in clause (i) above, such
Person's estate, executor, administrator, committee or other personal
representative, in each case who at any particular date will beneficially own or
have the right to acquire , directly or indirectly, any equity interest in the
Company; (iv) any trust or trusts created for the benefit of each Person
described in this definition, including any trust for the benefit of the parents
or siblings of any individual described in clause (i) above; or (v) any trust
for the benefit of any such trust.

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

          "Principal" or "principal" of a debt security, including the
Securities, means the principal of the security plus, when appropriate, the
premium, if any, on the security.
<PAGE>

                                      -4-

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

          "Redemption Price," when used with respect to any Security to be
redeemed, means the price fixed for such redemption pursuant to this Indenture,
as set forth in the form of Security annexed as Exhibit A hereto.
                                                ---------

          "SEC" means the Securities and Exchange Commission.

          "Securities" means the 5.25% Convertible Senior Notes Due July 1, 2006
or any of them (each, a "Security"), as amended or supplemented from time to
time, that are issued under this Indenture.

          "Securities Act" means the Securities Act of 1933, as amended, and the
rules and regulations promulgated thereunder, as in effect from time to time.

          "Securities Custodian" means the Trustee, as custodian with respect to
the Securities in global form, or any successor thereto.

          "Subsidiary" means, in respect of any Person, any corporation,
association, partnership or other business entity of which more than 50% of the
total voting power of shares of Capital Stock or other interests (including
partnership interests) entitled (without regard to the occurrence of any
contingency) to vote in the election of directors, managers, general partners or
trustees thereof is at the time owned or controlled, directly or indirectly, by
(i) such Person; (ii) such Person and one or more Subsidiaries of such Person;
or (iii) one or more Subsidiaries of such Person.

          "TIA" means the Trust Indenture Act of 1939, as amended, as in effect
on the date of this Indenture, except as provided in Section 11.3, and except to
the extent any amendment to the Trust Indenture Act expressly provides for
application of the Trust Indenture Act as in effect on another date.

          "Trading Day" means, with respect to any security, each Monday,
Tuesday, Wednesday, Thursday and Friday, other than any day on which securities
are not generally traded on the principal exchange or market in which such
security is traded.

          "Trustee" means the party named as such in this Indenture until a
successor replaces it in accordance with the provisions of this Indenture, and
thereafter means the successor.

          "Trust Officer" means, with respect to the Trustee, any officer
assigned to the Corporate Trust Administration division at the corporate trust
department, and also, with respect to a particular matter, any other officer to
whom such matter is referred because of such officer's knowledge of and
familiarity with the particular subject.

          "Voting Stock" of a Person means any class or classes of Capital Stock
of such Person pursuant to which the holders of Capital Stock under ordinary
circumstances have the power to vote in the election of the board of directors,
managers or trustees of any person or other persons performing similar functions
irrespective of whether or not, at the time Capital Stock of any other class or
classes shall have, or might have, voting power by reason of the occurrence of
any contingency.
<PAGE>

                                      -5-

SECTION 1.2.  Other Definitions.
              -----------------

<TABLE>
<CAPTION>
                                                                                           Defined
Term                                                                                      in Section
----                                                                                      ----------
<S>                                                                                       <C>
"Agent Members".........................................................................  2.1
"Bankruptcy Law"........................................................................  8.1
"Change in Control".....................................................................  3.8(a)
"Change in Control Purchase Date".......................................................  3.8(a)
"Change in Control Purchase Notice".....................................................  3.8(c)
"Change in Control Purchase Price"......................................................  3.8(a)
"Closing Price".........................................................................  4.6(f)
"Company Order".........................................................................  2.2
"Conversion Agent"......................................................................  2.3
"Conversion Date".......................................................................  4.2
"Conversion Price"......................................................................  4.6
"Current Market Price Per Share"........................................................  4.6(f)
"Custodian".............................................................................   8.1
"Defaulted Interest"....................................................................  2.14
"Determination Date"....................................................................  4.6(d)
"Event of Default"......................................................................  8.1
"Expiration Date".......................................................................  4.6(e)
"Expiration Time".......................................................................  4.6(e)
"Legal Holiday".........................................................................  12.7
"NNM"...................................................................................  4.6(f)
"NYSE"..................................................................................  4.6(f)
"Paying Agent"..........................................................................  2.3
"Primary Registrar".....................................................................  2.3
"Purchased Shares"......................................................................  4.6(e)
"Registrar".............................................................................  2.3
"Triggering Distribution"...............................................................  4.6(d)
</TABLE>

SECTION 1.3.   Trust Indenture Act Provisions.
               -------------------------------

          Whenever this Indenture refers to a provision of the TIA, that
provision is incorporated by reference in and made a part of this Indenture.
The Indenture shall also include those provisions of the TIA required to be
included herein by the provisions of the Trust Indenture Reform Act of 1990.
The following TIA terms used in this Indenture have the following meanings:

          "indenture securities" means the Securities;

          "indenture security holder" means a Securityholder;

          "indenture to be qualified" means this Indenture;

          "indenture trustee" or "institutional trustee" means the Trustee; and
     "obligor" on the indenture securities means the Company or any other
     obligor on the Securities.
<PAGE>

                                      -6-

          All other terms used in this Indenture that are defined in the TIA,
defined by TIA reference to another statute or defined by any SEC rule and not
otherwise defined herein have the meanings assigned to them therein.

SECTION 1.4.     Rules of Construction.
                 ---------------------

          Unless the context otherwise requires:

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

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

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

          (iv)   provisions apply to successive events and transactions;

          (v)    the term "merger" includes a statutory share exchange and the
     term "merged" has a correlating meaning;

          (vi)   the masculine gender includes the feminine and the neuter;

          (vii)  references to agreements and other instruments include
     subsequent amendments thereto; and

          (viii) "herein," "hereof" and other words of similar import refer to
     this Indenture as a whole and not to any particular Article, Section or
     other subdivision.

                                   ARTICLE 2

                                THE SECURITIES

SECTION 2.1.     Form and Dating.
                 ---------------

          The Securities and the Trustee's certificate of authentication shall
be substantially in the respective forms set forth in Exhibit A, which Exhibit
                                                      ---------
is incorporated in and made part of this Indenture.  The Securities may have
notations, legends or endorsements required by law, stock exchange rule or
usage.  Each Security shall be dated the date of its authentication.

          (a)    Global Securities. The Securities may be issued initially in
                 -----------------
the form of one or more permanent Global Securities, which shall be deposited on
behalf of the purchasers of the Securities represented thereby with the Trustee,
at its Corporate Trust Office, as Securities Custodian, and registered in the
name of the Depositary or a nominee of the Depositary, duly executed by the
Company and authenticated by the Trustee as hereinafter provided. Each Global
Security shall represent such of the outstanding Securities as shall be
specified therein and each shall provide that it shall represent the aggregate
amount of outstanding Securities from time to time endorsed thereon and that the
aggregate amount of outstanding Securities represented thereby may from time to
time be reduced or increased, as appropriate, to reflect exchanges, redemptions,
purchases or conversions
<PAGE>

                                      -7-

of such Securities. Any endorsement of a Global Security to reflect the amount
of any increase or decrease in the amount of outstanding Securities represented
thereby shall be made by the Securities Custodian in accordance with the
standing instructions and procedures existing between the Depositary and the
Securities Custodian.

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

          (b)  Certificated Securities.  Certificated Securities shall be issued
               -----------------------
only under the limited circumstances provided in Section 2.12(a)(1) hereof.

SECTION 2.2.   Execution and Authentication.
               ----------------------------

          Two Officers shall sign the Securities for the Company by manual or
facsimile signature.  Typographic and other minor errors or defects in any such
facsimile signature shall not affect the validity or enforceability of any
Security which has been authenticated and delivered by the Trustee.

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

          A Security shall not be valid until an authorized signatory of the
Trustee manually signs the certificate of authentication on the Security.  Such
signature shall be conclusive evidence that the Security has been authenticated
under this Indenture.

          The Trustee shall authenticate and make available for delivery
Securities for original issue in the aggregate principal amount of up to
$172,500,000 million  upon receipt of a written order or orders of the Company
signed by two Officers of the Company (a "Company Order").  The Company Order
shall specify the amount of Securities to be authenticated, shall provide
whether all such Securities will be represented by a Global Security and the
date on which each original issue of Securities is to be authenticated.  The
aggregate principal amount of Securities outstanding at any time may not exceed
$172,500,000, except as provided in Section 2.7.

          The Trustee shall act as the initial authenticating agent. Thereafter,
the Trustee may appoint an authenticating agent acceptable to the Company to
authenticate Securities. An authenticating agent may authenticate Securities
whenever the Trustee may do so. Each reference in this Indenture to
authentication by the Trustee includes authentication by such agent. An
authenticating agent shall have the same rights as an Agent to deal with the
Company or an Affiliate of the Company.

          The Securities shall be issuable only in registered form without
coupons and only in denominations of $1,000 and any integral multiple thereof.

SECTION 2.3.   Registrar, Paying Agent and Conversion Agent.
               --------------------------------------------

          The Company shall maintain one or more offices or agencies where
Securities may be presented for registration of transfer or for exchange (each,
a "Registrar"), one or more offices or agencies where
<PAGE>

                                      -8-

Securities may be presented for payment (each, a "Paying Agent"), one or more
offices or agencies where Securities may be presented for conversion (each, a
"Conversion Agent") and one or more offices or agencies where notices and
demands to or upon the Company in respect of the Securities and this Indenture
may be served. The Company will at all times maintain a Paying Agent, Conversion
Agent, Registrar and an office or agency where notices and demands to or upon
the Company in respect of the Securities and this Indenture may be served in the
Borough of Manhattan, the City of New York. One of the Registrars (the "Primary
Registrar") shall keep a register of the Securities and of their transfer and
exchange.

          The Company shall enter into an appropriate agency agreement with any
Agent not a party to this Indenture.  The agreement shall implement the
provisions of this Indenture that relate to such Agent.  The Company shall
notify the Trustee of the name and address of any Agent not a party to this
Indenture.  If the Company fails to maintain a Registrar, Paying Agent,
Conversion Agent or agent for service of notices and demands in any place
required by this Indenture, or fails to give the foregoing notice, the Trustee
shall act as such.  The Company or any Affiliate of the Company may act as
Paying Agent (except for the purposes of Section 6.1 and Article 10).

          The Company hereby initially designates the Trustee as Paying Agent,
Registrar, Custodian and Conversion Agent.

SECTION 2.4.   Paying Agent to Hold Money in Trust.
               -----------------------------------

          Prior to 12:00 noon, New York City time, on each due date of the
principal of or interest, if any, on any Securities, the Company shall deposit
with a Paying Agent a sum sufficient to pay such principal or interest, if any,
so becoming due.  A Paying Agent shall hold in trust for the benefit of
Securityholders or the Trustee all money held by the Paying Agent for the
payment of principal of or interest, if any, on the Securities, and shall notify
the Trustee of any Default by the Company (or any other obligor on the
Securities) in making any such payment.  If the Company or an Affiliate of the
Company acts as Paying Agent, it shall, before 12:00 noon, New York City time,
on each due date of the principal of or interest on any Securities, segregate
the money and hold it as a separate trust fund.  The Company at any time may
require a Paying Agent to pay all money held by it to the Trustee, and the
Trustee may at any time during the continuance of any Default, upon written
request to a Paying Agent, require such Paying Agent to forthwith pay to the
Trustee all sums so held in trust by such Paying Agent.  Upon doing so, the
Paying Agent (other than the Company) shall have no further liability for the
money.

SECTION 2.5.   Security 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
Securityholders.  If the Trustee is not the Primary Registrar, the Company shall
furnish to the Trustee on or before each semiannual 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 Securityholders.

SECTION 2.6.   Transfer and Exchange.
               ---------------------

          (a)  When a Security is presented to a Registrar with a request to
register a transfer thereof or to exchange such Security for an equal principal
amount of Securities of other authorized denominations, the Registrar shall
register the transfer or make the exchange as requested; provided, however, that
every Security presented or surrendered for registration of transfer or exchange
shall be duly endorsed or accompanied by a written instrument of transfer in
form satisfactory to the Registrar duly executed by the Holder thereof or its
attorney duly authorized in writing.  Furthermore, the Depositary shall, by
acceptance of a Global Certificate, agree
<PAGE>

                                      -9-

that transfers of beneficial interests in such Global Certificate may be
effected only through a book-entry system maintained by the Depositary (or its
agent), and that ownership of a beneficial interest in the Security shall be
required to be reflected in a book-entry system. To permit registration of
transfers and exchanges, upon surrender of any Security for registration of
transfer or exchange at an office or agency maintained pursuant to Section 2.3,
the Company shall execute and the Trustee shall authenticate Securities of a
like aggregate principal amount at the Registrar's request. Any exchange or
transfer shall be without charge, except that the Company or the Registrar may
require payment of a sum sufficient to cover any tax,assessment or other
governmental charge that may be imposed in relation thereto, and provided, that
this sentence shall not apply to any exchange pursuant to Section 2.7, 2.10,
2.12(a)(1), 3.6, 3.11, 4.2 (last paragraph) or 11.5.

          Neither the Company, any Registrar nor the Trustee shall be required
to exchange or register a transfer of (a) any Securities for a period of 15 days
next preceding any mailing of a notice of Securities to be redeemed, (b) any
Securities or portions thereof selected or called for redemption (except, in the
case of redemption of a Security in part, the portion not to be redeemed) or (c)
any Securities or portions thereof in respect of which a Change in Control
Purchase Notice has been delivered and not withdrawn by the Holder thereof
(except, in the case of the purchase of a Security in part, the portion not to
be purchased).

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

          (b)  Any Registrar appointed pursuant to Section 2.3 hereof shall
provide to the Trustee such information as the Trustee may reasonably require in
connection with the delivery by such Registrar of Securities upon transfer or
exchange of Securities.

SECTION 2.7.   Replacement Securities.
               ----------------------

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

          In case any such mutilated, destroyed, lost or stolen Security has
become or is about to become due and payable, or is about to be redeemed or
purchased by the Company pursuant to Article 3, the Company in its discretion
may, instead of issuing a new Security, pay, redeem or purchase such Security,
as the case may be.

          Upon the issuance of any new Securities under this Section 2.7, the
Company may require the payment of a sum sufficient to cover any tax, assessment
or other governmental charge that may be imposed in relation thereto and any
other reasonable expenses (including the reasonable fees and expenses of the
Trustee or the Registrar) in connection therewith.

          Every new Security issued pursuant to this Section 2.7 in lieu of any
destroyed, lost or stolen Security shall constitute an original additional
contractual obligation of the Company, whether or not the destroyed, lost or
stolen Security shall be at any time enforceable by anyone, and shall be
entitled to all benefits of this Indenture equally and proportionately with any
and all other Securities duly issued hereunder.
<PAGE>

                                      -10-

          The provisions of this Section 2.7 are exclusive and shall preclude
(to the extent lawful) all other rights and remedies with respect to the
replacement or payment of mutilated, destroyed, lost or stolen Securities.

SECTION 2.8.   Outstanding Securities.
               ----------------------

          Securities outstanding at any time are all Securities authenticated by
the Trustee, except for those canceled by it, those delivered to it for
cancellation and those described in this Section 2.8 as not outstanding.

          If a Security is paid, redeemed, purchased or replaced pursuant to
Section 2.7, it ceases to be outstanding unless the Company receives proof
satisfactory to it that the replaced Security is held by a bona fide purchaser.

          If a Paying Agent (other than the Company or an Affiliate of the
Company) holds on a Redemption Date, a Change in Control Purchase Date or the
Final Maturity Date money sufficient to pay the principal of (including premium,
if any) and accrued interest on Securities (or portions thereof) payable on that
date, then on and after that date such Securities (or portions thereof, as the
case may be) cease to be outstanding and interest on them ceases to accrue.

          Subject to the restrictions contained in Section 2.9, a Security does
not cease to be outstanding and need not be canceled if the Company or an
Affiliate of the Company holds the Security.

SECTION 2.9.   Treasury Securities.
               -------------------

          In determining whether the Holders of the required principal amount of
Securities have concurred in any notice, direction, waiver or consent,
Securities owned by the Company or any other obligor on the Securities or by any
Affiliate of the Company or of such other obligor shall be disregarded, except
that, for purposes of determining whether the Trustee shall be protected in
relying on any such notice, direction, waiver or consent, only Securities which
a Trust Officer of the Trustee actually knows are so owned shall be so
disregarded.  Securities so owned which have been pledged in good faith shall
not be disregarded if the pledgee establishes to the satisfaction of the Trustee
the pledgee's right so to act with respect to the Securities and that the
pledgee is not the Company or any other obligor on the Securities or any
Affiliate of the Company or of such other obligor.

SECTION 2.10.  Temporary Securities.
               --------------------

          Until definitive Securities are ready for delivery, the Company may
prepare and execute, and, upon receipt of a Company Order, the Trustee shall
authenticate and deliver, temporary Securities.  Temporary Securities shall be
substantially in the form of definitive Securities but may have variations that
the Company with the consent of the Trustee considers appropriate for temporary
Securities.  Without unreasonable delay, the Company shall prepare and the
Trustee shall authenticate and deliver definitive Securities in exchange for
temporary Securities.

SECTION 2.11.  Cancellation.
               ------------

          The Company at any time may deliver Securities to the Trustee for
cancellation.  The Registrar, the Paying Agent and the Conversion Agent shall
forward to the Trustee or its agent any Securities surrendered to them for
transfer, exchange, payment or conversion.  The Trustee and no one else shall
cancel, in accordance
<PAGE>

                                      -11-

with its standard procedures, all Securities surrendered for transfer, exchange,
redemption, payment, conversion or cancellation and shall deliver the canceled
Securities to the Company. All Securities which are redeemed, purchased or
otherwise acquired by the Company or any of its Subsidiaries prior to the Final
Maturity Date shall be delivered to the Trustee for cancellation and the Company
may not hold or resell such Securities or issue any new Securities to replace
any such Securities or any Securities that any Holder has converted pursuant to
Article 4.

SECTION 2.12.  Book-Entry Provisions for Global Securities.
               -------------------------------------------

          (a)  Transfer and Exchange of Global Securities.
               ------------------------------------------

          (1)  Certificated Securities shall be issued in exchange for interests
     in the Global Securities only if (x) the Depositary notifies the Company
     that it is unwilling or unable to continue as depositary for the Global
     Securities or if it at any time ceases to be a "clearing agency" registered
     under the Exchange Act, if so required by applicable law or regulation and
     a successor depositary is not appointed by the Company within 90 days, or
     (y) an Event of Default has occurred and is continuing.  In either case,
     the Company shall execute, and the Trustee shall, upon receipt of a Company
     Order (which the Company agrees to deliver promptly), authenticate and
     deliver Certificated Securities in an aggregate principal amount equal to
     the principal amount of such Global Securities in exchange therefor.
     Certificated Securities issued in exchange for beneficial interests in
     Global Securities shall be registered in such names and shall be in such
     authorized denominations as the Depositary, pursuant to instructions from
     its direct or indirect participants or otherwise, shall instruct the
     Trustee.  The Trustee shall deliver or cause to be delivered such
     Certificated Securities to the persons in whose names such Securities are
     so registered.  Such exchange shall be effected in accordance with the
     Applicable Procedures.

          (2)  Notwithstanding any other provisions of this Indenture other than
     the provisions set forth in Section 2.12(a)(1), a Global Security may not
     be transferred as a whole except 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.

          (b)  Transfer and Exchange of Certificated Securities.  In the event
               ------------------------------------------------
that Certificated Securities are issued in exchange for beneficial interests in
Global Securities in accordance with Section 2.12(a)(1) of this Indenture, on or
after such event when Certificated Securities are presented by a Holder to a
Registrar with a request:

          (x) to register the transfer of the Certificated Securities to a
     person who will take delivery thereof in the form of Certificated
     Securities only; or

          (y) to exchange such Certificated Securities for an equal principal
     amount of Certificated Securities of other authorized denominations, such
     Registrar shall register the transfer or make the exchange as requested;

provided, however, that the Certificated Securities presented or surrendered for
register of transfer or exchange shall be duly endorsed or accompanied by a
written instrument of transfer in accordance with the proviso to the first
paragraph of Section 2.6(a):

          (c)  Transfers of Certificated Securities for Beneficial Interest in
               ---------------------------------------------------------------
Global Securities.  In the event that Certificated Securities are issued in
-----------------
exchange for beneficial interests in Global Securities and, thereaf-
<PAGE>

                                      -12-

ter, the events or conditions specified in Section 2.12(a)(1) which required
such exchange shall cease to exist, the Company shall mail notice to the Trustee
and to the Holders stating that Holders may exchange Certificated Securities for
interests in Global Securities by complying with the procedures set forth in
this Indenture and briefly describing such procedures and the events or
circumstances requiring that such notice be given. Thereafter, if Certificated
Securities are presented by a Holder to a Registrar with a request:

          (x)  to register the transfer of such Certificated Securities to a
     person who will take delivery thereof in the form of a beneficial interest
     in a Global Security; or

          (y) to exchange such Certificated Securities for an equal principal
     amount of beneficial interests in a Global Security, which beneficial
     interests will be owned by the Holder transferring such Certificated
     Securities, the Registrar shall register the transfer or make the exchange
     as requested by canceling such Certificated Security and causing, or
     directing the Securities Custodian to cause, the aggregate principal amount
     of the applicable Global Security to be increased accordingly and, if no
     such Global Security is then outstanding, the Company shall issue and the
     Trustee shall authenticate and deliver a new Global Security;

provided, however, that the Certificated Securities presented or surrendered for
--------  -------
registration of transfer or exchange shall be duly endorsed or accompanied by a
written instrument of transfer in accordance with the proviso to the first
paragraph of Section 2.6(a).

          (d)  Transfers to the Company.  Nothing in this Indenture or in the
               ------------------------
Securities shall prohibit the sale or other transfer of any Securities
(including beneficial interests in Global Securities) to the Company or any of
its Subsidiaries, which Securities shall thereupon be cancelled in accordance
with the last sentence of Section 2.11.

SECTION 2.13.  CUSIP Numbers.
               -------------

          The Company in issuing the Securities may use "CUSIP" numbers (if then
generally in use), and, if so, the Trustee shall use "CUSIP" numbers in notices
of redemption or purchase as a convenience to Holders; provided that any such
                                                       --------
notice may state that no representation is made as to the correctness of such
numbers either as printed on the Securities or as contained in any notice of a
redemption or purchase and that reliance may be placed only on the other
identification numbers printed on the Securities, and any such redemption or
purchase 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.

SECTION 2.14.  Defaulted Interest.
               ------------------

          Any interest on any Security which is payable, but is not punctually
paid or duly provided for, on any interest payment date ("Defaulted Interest"),
shall forthwith cease to be payable to the Holder on the relevant regular record
date, and such Defaulted Interest may be paid by the Company as follows.  The
Company may elect to make payment of any Defaulted Interest to the Persons in
whose names the Securities are registered at the close of business on a special
record date for the payment of such Defaulted Interest, which shall be fixed in
the following manner.  The Company shall notify the Trustee in writing of the
amount of Defaulted Interest proposed to be paid on each Security and the date
of the proposed payment, and at the same time the Company shall deposit with the
Trustee an amount of money equal to the aggregate amount proposed to be paid in
respect of such Defaulted Interest or shall make arrangements satisfactory to
the Trustee for such deposit prior to the date of the proposed payment, such
money when deposited to be held in trust for the benefit of the Persons entitled
to such Defaulted Interest as in this section provided.  Thereupon the Company
shall fix a special record date for the
<PAGE>

                                      -13-

payment of such Defaulted Interest which shall be not more than 15 days and not
less than 10 days after the receipt by the Trustee of the notice of the proposed
payment, and notify the Trustee thereof. The Trustee shall, in the name and at
the expense of the Company, cause notice of the proposed payment of such
Defaulted Interest and the special record date therefor to be given to each
Holder of Securities pursuant to Section 12.2, not less than 10 days prior to
such special record date. Notice of the proposed payment of such defaulted
interest and the special record date therefor having been so mailed, such
Defaulted Interest shall be paid to the Persons in whose names the Securities
are registered at the close of business on such special record date.

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

                                   ARTICLE 3


                           REDEMPTION AND PURCHASES

SECTION 3.1.  Right to Redeem; Notice to Trustee.
              ----------------------------------

          The Securities may be redeemed at the election of the Company, as a
whole or from time to time in part, at any time on or after July 5, 2004, on at
least 20 days and no more than 60 days notice at the Redemption Prices specified
in paragraph 5 of the form of Security attached hereto as Exhibit A, together
                                                          ---------
with accrued interest up to but not including the Redemption Date.

          If the Company elects to redeem Securities pursuant to this Section
3.1 and paragraph 5 of the Securities, it shall notify the Trustee, at the
earlier of the time the Company notifies the Holders of such redemption or 45
days prior to the Redemption Date as fixed by the Company (unless a shorter
notice shall be satisfactory to the Trustee), of the Redemption Date and the
principal amount of Securities to be redeemed.  If fewer than all of the
Securities are to be redeemed, the record date relating to such redemption shall
be selected by the Company and given to the Trustee, which record date shall not
be less than ten days after the date of notice to the Trustee.

SECTION 3.2.  Selection of Securities to Be Redeemed.
              --------------------------------------

          If fewer than all of the Securities are to be redeemed, the Trustee
shall, not more than 60 days prior to the Redemption Date, select the Securities
to be redeemed.  The Trustee shall make the selection from the Securities
outstanding and not previously called for redemption, by lot, or in its
discretion, on a pro rata basis.  Securities in denominations of $1,000 may only
                 --------
be redeemed in whole.  The Trustee may select for redemption portions (equal to
$1,000 or any multiple thereof) of the principal of Securities that have
denominations larger than $1,000.  Provisions of this Indenture that apply to
Securities called for redemption also apply to portions of Securities called for
redemption.

          If any Security selected for partial redemption is converted in part
before termination of the conversion right with respect to the portion of the
Security so selected, the converted portion of such Security shall be deemed for
purposes of selection only to be the portion selected for redemption.
Securities which have
<PAGE>

                                      -14-

been converted during a selection of Securities to be redeemed shall be treated
by the Trustee as outstanding for the purpose of such selection.

SECTION 3.3.  Notice of Redemption.
              --------------------

          At least 20 days but not more than 60 days before a Redemption Date,
the Company shall mail or cause to be mailed a notice of redemption to each
Holder of Securities to be redeemed at such Holder's address as it appears on
the Primary Registrar's books.

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

          (1)  the Redemption Date;

          (2)  the Redemption Price;

          (3)  the then current Conversion Price;

          (4)  the name and address of each Paying Agent and Conversion Agent;

          (5)  that Securities called for redemption must be presented and
     surrendered to a Paying Agent to collect the Redemption Price;

          (6)  that Holders who wish to convert Securities must surrender such
     Securities for conversion no later than the close of business on the
     Business Day immediately preceding the Redemption Date and must satisfy the
     other requirements in paragraph 8 of the Securities;

          (7)  that, unless the Company defaults in making the redemption
     payment, interest on Securities called for redemption shall cease accruing
     on and after the Redemption Date and the only remaining right of the Holder
     shall be to receive payment of the Redemption Price, plus accrued interest,
     if any, upon presentation and surrender to a Paying Agent of the
     Securities; and

          (8)  if any Security is being redeemed in part, the portion of the
     principal amount of such Security to be redeemed and that, after the
     Redemption Date, upon presentation and surrender of such Security, a new
     Security or Securities in aggregate principal amount equal to the
     unredeemed portion thereof will be issued.

          If any of the Securities to be redeemed is in the form of a Global
Security, then the Company shall modify such notice to the extent necessary to
accord with the procedures of the Depositary applicable to redemptions.  At the
Company's written request, which request shall (i) be irrevocable once given and
(ii) set forth all relevant information required by clauses (1) through (8) of
the preceding paragraph, the Trustee shall give the notice of redemption in the
Company's name and at the Company's expense.

SECTION 3.4.  Effect of Notice of Redemption.
              ------------------------------

          Once notice of redemption is mailed, Securities called for redemption
become due and payable on the Redemption Date and at the Redemption Price stated
in the notice, together with accrued interest, if any, except for Securities
that are converted in accordance with the provisions of Article 4.  Upon
presentation and
<PAGE>

                                      -15-

surrender to a Paying Agent, Securities called for redemption shall be paid at
the Redemption Price, plus accrued interest up to but not including the
Redemption Date.

SECTION 3.5.  Deposit of Redemption Price.
              ---------------------------

          The Company, prior to 12:00 noon New York City time, on the Redemption
Date, shall deposit with a Paying Agent (or, if the Company acts as Paying
Agent, shall segregate and hold in trust) money sufficient to pay the Redemption
Price of and accrued interest on all Securities to be redeemed on that date,
other than Securities or portions thereof called for redemption on that date
which have been delivered by the Company to the Trustee for cancellation or have
been converted.  The Paying Agent shall return to the Company any money not
required for that purpose because of the conversion of Securities pursuant to
Article 4 or, if such money is then held by the Company in trust and is not
required for such purpose, it shall be discharged from the trust.

SECTION 3.6.  Securities Redeemed in Part.
              ---------------------------

          Upon presentation and surrender of a Security that is redeemed in
part, the Company shall execute and the Trustee shall authenticate and deliver
to the Holder a new Security equal in principal amount to the unredeemed portion
of the Security surrendered.

SECTION 3.7.  Conversion Arrangement on Call for Redemption.
              ---------------------------------------------

          In connection with any redemption of Securities, the Company may
arrange for the purchase and conversion of any Securities called for redemption
by an agreement with one or more investment bankers or other purchasers to
purchase such Securities by paying to a Paying Agent (other than the Company or
any of its Affiliates) in trust for the Holders, on or before noon, New York
City time on the Redemption Date, an amount that, together with any amounts
deposited with such Paying Agent by the Company for the redemption of such
Securities, is not less than the Redemption Price, together with interest
accrued to, but not including, the Redemption Date, of such Securities.
Notwithstanding anything to the contrary contained in this Article 3, the
obligation of the Company to pay the Redemption Price of such Securities,
including all accrued interest, if any, shall be deemed to be satisfied and
discharged to the extent such amount is so paid by such purchasers; provided,
however, that nothing in this Section 3.7 shall relieve the Company of its
obligation to pay the Redemption Price, plus accrued interest to but excluding
the relevant Redemption Date, on Securities called for redemption.  If such an
agreement with one or more investment banks or other purchasers is entered into,
any Securities called for redemption and not surrendered for conversion by the
Holders thereof prior to the relevant Redemption Date may, at the option of the
Company upon written notice to the Trustee, be deemed, to the fullest extent
permitted by law, acquired by such purchasers from such Holders and
(notwithstanding anything to the contrary contained in Article 4) surrendered by
such purchasers for conversion, all as of noon, New York City time on the
Redemption Date, subject to payment of the above amount as aforesaid.  The
Paying Agent shall hold and pay to the Holders whose Securities are selected for
redemption any such amount paid to it for purchase in the same manner as it
would money deposited with it by the Company for the redemption of Securities.
Without the Paying Agent's prior written consent, no arrangement between the
Company and such purchasers for the purchase and conversion of any Securities
shall increase or otherwise affect any of the powers, duties, responsibilities
or obligations of the Paying Agent as set forth in this Indenture, and the
Company agrees to indemnify the Paying Agent 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 Securities between the
Company and such purchasers, including the costs and expenses incurred by the
Paying Agent 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.
<PAGE>

                                      -16-

SECTION 3.8.  Purchase of Securities at Option of the Holder upon Change in
              -------------------------------------------------------------
               Control.
               -------

          (a)  If at any time that Securities remain outstanding there shall
occur a Change in Control, Securities shall be purchased by the Company at the
option of the Holders thereof as of the date that is 30 Business Days after the
occurrence of the Change in Control (the "Change in Control Purchase Date") at a
purchase price equal to the principal amount of the Securities, plus accrued and
unpaid interest to, but excluding, the Change in Control Purchase Date (the
"Change in Control Purchase Price"), subject to satisfaction by or on behalf of
any Holder of the requirements set forth in subsection (c) of this Section 3.8.

          A "Change in Control" shall be deemed to have occurred if any of the
following occurs after the date hereof:

          (1)  any Person or "group" (as such term is defined below), other than
     one or more Permitted Holders,  is or becomes the "beneficial owner,"
     directly or indirectly, of shares of Voting Stock of the Company
     representing 50% or more of the total voting power of all outstanding
     classes of Voting Stock of the Company or such Person or "group," other
     than one or more Permitted Holders, has the power, directly or indirectly,
     to elect a majority of the members of the Board of Directors of the
     Company; or

          (2)  any Permitted Holder purchases shares of Common Stock and solely
     as a result of such purchase and after giving effect thereto, the aggregate
     number of shares of Common Stock "beneficially owned" by all Permitted
     Holders exceeds 25% of the total number of shares of Common Stock then
     issued and outstanding; or

          (3)  the Company consolidates with, or merges with or into, another
     Person or the Company sells, assigns, conveys, transfers, leases or
     otherwise disposes of all or substantially all of the assets of the
     Company, or any Person consolidates with, or merges with or into, the
     Company, in any such event other than pursuant to a transaction in which
     the Person or Persons that "beneficially owned," directly or indirectly,
     shares of Voting Stock of the Company immediately prior to such transaction
     "beneficially own," directly or indirectly, shares of Voting Stock of the
     Company representing at least a majority of the total voting power of all
     outstanding classes of Voting Stock of the surviving or transferee Person;
     or

          (4)  there shall occur the liquidation or dissolution of the Company.

For the purpose of the definition of "Change in Control", (i) "group" has the
meanings given such terms under Section 13(d) and 14(d) of the Exchange Act or
any successor provision to either of the foregoing, including any group acting
for the purpose of acquiring, holding or disposing of securities within the
meaning of Rule 13d-5(b)(1) under the Exchange Act (or any successor provision
thereto), (ii) a "beneficial owner" shall be determined in accordance with Rule
13d-3 under the Exchange Act, as in effect on the date of this Indenture, except
that the number of shares of Voting Stock of the Company shall be deemed to
include, in addition to all outstanding shares of Voting Stock of the Company
and Unissued Shares deemed to be held by the "group" (as such terms are defined
above) or other Person with respect to which the Change in Control determination
is being made, all Unissued Shares deemed to be held by all other Persons and
(iii) the terms "beneficially owned" and "beneficially own" shall have meanings
correlative to that of "beneficial owner."  The term "Unissued Shares" means
shares of Voting Stock not outstanding that are subject to options, warrants,
rights to purchase or conversion privileges exercisable within 60 days after the
date of determination of a Change in Control.
<PAGE>

                                      -17-

          Notwithstanding anything to the contrary set forth in this Section
3.8, a Change in Control will not be deemed to have occurred if either:

          (1)  the Closing Price of the Common Stock for any five Trading Days
     during the ten Trading Days immediately preceding the Change in Control is
     at least equal to 105% of the Conversion Price in effect on such Trading
     Day; or

          (2)  in the case of a merger or consolidation, all of the
     consideration (excluding cash payments for fractional shares in the merger
     or consolidation constituting the Change in Control) consists of common
     stock traded on a United States national securities exchange or quoted on
     the Nasdaq National Market (or which will be so traded or quoted when
     issued or exchanged in connection with such Change In Control) and as a
     result of such transaction or transactions the Securities become
     convertible solely into such common stock.

          (b)  Within 10 Business Days after the occurrence of a Change in
Control, the Company shall mail a written notice of the Change in Control to the
Trustee (and the Paying Agent if the Trustee is not then acting as Paying Agent)
and to each Holder (and to beneficial owners as required by applicable law).
The notice shall include the form of a Change in Control Purchase Notice to be
completed by the Holder, the applicable CUSIP number and shall state:

          (1)  the date of such Change in Control and, briefly, the events
     causing such Change in Control;

          (2)  the date by which the Change in Control Purchase Notice pursuant
     to this Section 3.8 must be given;

          (3)  the Change in Control Purchase Date;

          (4)  the Change in Control Purchase Price;

          (5)  briefly, the conversion rights of the Securities;

          (6)  the name and address of each Paying Agent and Conversion Agent;

          (7)  the Conversion Price and any adjustments thereto;

          (8)  that Securities as to which a Change in Control Purchase Notice
     has been given may be converted into Common Stock pursuant to Article 4 of
     this Indenture only to the extent that the Change in Control Purchase
     Notice has been withdrawn in accordance with the terms of this Indenture;

          (9)  the procedures that the Holder must follow to exercise rights
     under this Section 3.8;

          (10) the procedures for withdrawing a Change in Control Purchase
     Notice, including a form of notice of withdrawal; and

          (11) that the Holder must satisfy the requirements set forth in the
     Securities in order to convert the Securities.
<PAGE>

                                      -18-

          If any of the Securities is in the form of a Global Security, then the
Company shall modify such notice to the extent necessary to accord with the
procedures of the Depositary applicable to the repurchase of Global Securities.

          (c)  A Holder may exercise its rights specified in subsection (a) of
this Section 3.8 upon delivery of a written notice (which shall be in
substantially the form included in Exhibit A hereto and which may be delivered
                                   ---------
by letter, overnight courier, hand delivery, facsimile transmission or in any
other written form and, in the case of Global Securities, may be delivered
electronically or by other means in accordance with the Depositary's customary
procedures) of the exercise of such rights (a "Change in Control Purchase
Notice") to any Paying Agent at any time prior to the close of business on the
Business Day next preceding the Change in Control Purchase Date.

          The delivery of such Security to any Paying Agent (together with all
necessary endorsements) at the office of such Paying Agent shall be a condition
to the receipt by the Holder of the Change in Control Purchase Price therefor.

          The Company shall purchase from the Holder thereof, pursuant to this
Section 3.8, a portion of a Security if the principal amount of such portion is
$1,000 or an integral multiple of $1,000.  Provisions of the Indenture that
apply to the purchase of all of a Security pursuant to Sections 3.8 through 3.13
also apply to the purchase of such portion of such Security.

          Notwithstanding anything herein to the contrary, any Holder delivering
to a Paying Agent the Change in Control Purchase Notice contemplated by this
subsection (c) shall have the right to withdraw such Change in Control Purchase
Notice in whole or in a portion thereof that is a principal amount of $1,000 or
in an integral multiple thereof at any time prior to the close of business on
the Business Day next preceding the Change in Control Purchase Date by delivery
of a written notice of withdrawal to the Paying Agent in accordance with Section
3.9.

          A Paying Agent shall promptly notify the Company of the receipt by it
of any Change in Control Purchase Notice or written withdrawal thereof.

          Anything herein to the contrary notwithstanding, in the case of Global
Securities, any Change in Control Purchase Notice may be delivered or withdrawn
and such Securities may be surrendered or delivered for purchase in accordance
with the Applicable Procedures as in effect from time to time.

SECTION 3.9.  Effect of Change in Control Purchase Notice.
              -------------------------------------------

          Upon receipt by any Paying Agent of the Change in Control Purchase
Notice specified in Section 3.8(c), the Holder of the Security in respect of
which such Change in Control Purchase Notice was given shall (unless such Change
in Control Purchase Notice is withdrawn as specified below) thereafter be
entitled to receive solely the Change in Control Purchase Price with respect to
such Security.  Such Change in Control Purchase Price shall be paid to such
Holder promptly following the later of (a) the Change in Control Purchase Date
with respect to such Security (provided the conditions in Section 3.8(c) have
been satisfied) and (b) the time of delivery of such Security to a Paying Agent
by the Holder thereof in the manner required by Section 3.8(c).  Securities in
respect of which a Change in Control Purchase Notice has been given by the
Holder thereof may not be converted into shares of Common Stock on or after the
date of the delivery of such Change in Control Purchase Notice unless such
Change in Control Purchase Notice has first been validly withdrawn.
<PAGE>

                                      -19-

          A Change in Control Purchase Notice may be withdrawn by means of a
written notice (which may be delivered by letter, overnight courier, hand
delivery, facsimile transmission or in any other written form and, in the case
of Global Securities, may be delivered electronically or by other means in
accordance with the Depositary's customary procedures) of withdrawal delivered
by the Holder to a Paying Agent at any time prior to the close of business on
the Business Day immediately preceding the Change in Control Purchase Date,
specifying:


          (1)  the name of the Holder;

          (2)  the certificate number of each Security or portion thereof with
               respect to which such notice of withdrawal is being submitted;

          (3)  the principal amount of the Security or portion thereof (which
               must be a principal amount of $1,000 or an integral multiple of
               $1,000 in excess thereof) with respect to which such notice is
               being submitted; and

          (4)  the principal amount, if any, of such Security that remains
               subject to the original Change in Control Purchase Notice and
               that has been or will be delivered for purchase by the Company.

SECTION 3.10.  Deposit of Change in Control Purchase Price.
               -------------------------------------------

          On or before 12:00 noon., New York City time, on the Change in Control
Purchase Date, the Company shall deposit with the Trustee or with a Paying Agent
(other than the Company or an Affiliate of the Company) an amount of money (in
immediately available funds if deposited on such Business Day) sufficient to pay
the aggregate Change in Control Purchase Price of all the Securities or portions
thereof that are to be purchased as of such Change in Control Purchase Date.
The manner in which the deposit required by this Section 3.10 is made by the
Company shall be at the option of the Company, provided that such deposit shall
be made in a manner such that the Trustee or a Paying Agent shall have
immediately available funds on the Change in Control Purchase Date.

          If a Paying Agent holds, in accordance with the terms hereof, money
sufficient to pay the Change in Control Purchase Price of any Security for which
a Change in Control Purchase Notice has been tendered and not withdrawn in
accordance with this Indenture then, on the Change in Control Purchase Date,
such Security will cease to be outstanding and the rights of the Holder in
respect thereof shall terminate (other than the right to receive the Change in
Control Purchase Price as aforesaid).  The Company shall publicly announce the
principal amount of Securities purchased as a result of such Change in Control
on or as soon as practicable after the Change in Control Purchase Date.

SECTION 3.11.  Securities Purchased in Part.
               ----------------------------

          Any Security that is to be purchased only in part shall be surrendered
at the office of a Paying Agent and promptly after the Change in Control
Purchase Date the Company shall execute and the Trustee shall authenticate and
deliver to the Holder of such Security, without service charge, a new Security
or Securities, of such authorized denomination or denominations as may be
requested by such Holder, in aggregate principal amount equal to, and in
exchange for, the portion of the principal amount of the Security so surrendered
that is not purchased.
<PAGE>

                                      -20-

SECTION 3.12.  Compliance with Securities Laws upon Purchase of Securities.
               -----------------------------------------------------------

          In connection with any offer to purchase or purchase of Securities
under Section 3.8, the Company shall (a) comply with Rule 13e-4 and Rule 14e-1
(or any successor to either such Rule), if applicable, under the Exchange Act,
(b) file the related Schedule TO (or any successor or similar schedule, form or
report) if required under the Exchange Act, and (c) otherwise comply with all
federal and state securities laws in connection with such offer to purchase or
purchase of Securities, all so as to permit the rights of the Holders and
obligations of the Company under Sections 3.8 through 3.11 to be exercised in
the time and in the manner specified therein.

SECTION 3.13.  Repayment to the Company.
               ------------------------

          To the extent that the aggregate amount of cash deposited by the
Company pursuant to Section 3.10 exceeds the aggregate Change in Control
Purchase Price together with interest, if any, thereon of the Securities or
portions thereof that the Company is obligated to purchase, then promptly after
the Change in Control Purchase Date the Trustee or a Paying Agent, as the case
may be, shall return any such excess cash (including any interest thereon) to
the Company.

                                   ARTICLE 4

                                  CONVERSION

SECTION 4.1.  Conversion Privilege.
              --------------------

          Subject to the further provisions of this Section 4.1, a Holder of a
Security may convert the principal amount of such Security (or any portion
thereof equal to $1,000 or any integral multiple of $1,000 in excess thereof)
into Common Stock at any time prior to the close of business on the Final
Maturity Date, at the Conversion Price then in effect; provided, however, that,
if such Security is called for redemption or submitted or presented for purchase
pursuant to Article 3, such conversion right shall terminate at the close of
business on the Business Day immediately preceding the Redemption Date or Change
in Control Purchase Date, as the case may be, for such Security or such earlier
date as the Holder presents such Security for redemption or for purchase (unless
the Company shall Default in making the redemption payment or Change in Control
Purchase Price payment when due, in which case the conversion right shall
terminate at the close of business on the date such Default is cured and such
Security is redeemed or purchased, as the case may be).  The number of shares of
Common Stock issuable upon conversion of a Security shall be determined by
dividing the principal amount of the Security or portion thereof surrendered for
conversion by the Conversion Price in effect on the Conversion Date.  The
initial Conversion Price is set forth in paragraph 8 of the Securities and is
subject to adjustment as provided in this Article 4.

          Provisions of this Indenture that apply to conversion of all of a
Security also apply to conversion of a portion of a Security.

          A Security in respect of which a Holder has delivered a Change in
Control Purchase Notice pursuant to Section 3.8(c) exercising the option of such
Holder to require the Company to purchase such Security may be converted only if
such Change in Control Purchase Notice is withdrawn by a written notice of
withdrawal delivered to a Paying Agent prior to the close of business on the
Business Day immediately preceding the Change in Control Purchase Date in
accordance with Section 3.9.
<PAGE>

                                      -21-

          A Holder of Securities is not entitled to any rights of a holder of
Common Stock until such Holder has converted its Securities to Common Stock, and
only to the extent such Securities are deemed to have been converted into Common
Stock pursuant to this Article 4.

SECTION 4.2.  Conversion Procedure.
              --------------------

          To convert a Security, a Holder must (a) complete and manually sign
the conversion notice on the back of the Security and deliver such notice to a
Conversion Agent, (b) surrender the Security to a Conversion Agent, (c) furnish
appropriate endorsements and transfer documents if required by a Registrar or a
Conversion Agent, and (d) pay any transfer or similar tax, if required.  The
date on which the Holder satisfies all of those requirements is the "Conversion
Date." As soon as practicable after the Conversion Date, the Company shall
deliver to the Holder through a Conversion Agent a certificate for the number of
whole shares of Common Stock issuable upon the conversion, payment for accrued
interest on such Security to the extent required by this Section 4.2 and ,if
applicable, cash in lieu of any fractional shares pursuant to Section 4.3.
Anything herein to the contrary notwithstanding, in the case of Global
Securities, conversion notices may be delivered and such Securities may be
surrendered for conversion in accordance with the Applicable Procedures as in
effect from time to time.

          The person in whose name the Common Stock certificate is registered
shall be deemed to be a stockholder of record on the Conversion Date; provided,
however, that no surrender of a Security on any date when the stock transfer
books of the Company shall be closed shall be effective to constitute the person
or persons entitled to receive the shares of Common Stock upon such conversion
as the record holder or holders of such shares of Common Stock on such date, but
such surrender shall be effective to constitute the person or persons entitled
to receive such shares of Common Stock as the record holder or holders thereof
for all purposes at the close of business on the next succeeding day on which
such stock transfer books are open; provided, further, that such conversion
shall be at the Conversion Price in effect on the Conversion Date as if the
stock transfer books of the Company had not been closed.  Upon conversion of a
Security, such person shall no longer be a Holder of such Security.  No payment
or adjustment will be made for dividends or distributions on shares of Common
Stock issued upon conversion of a Security.

          Securities so surrendered for conversion (in whole or in part) during
the period from the close of business on any regular record date to the opening
of business on the next succeeding interest payment date (excluding Securities
or portions thereof called for redemption or presented for purchase upon a
Change in Control on a Redemption Date or Change in Control Purchase Date, as
the case may be, during the period beginning at the close of business on a
regular record date and ending at the opening of business on the first Business
Day after the next succeeding interest payment date, or if such interest payment
date is not a Business Day, the second such Business Day) shall also be
accompanied by payment in funds acceptable to the Company of an amount equal to
the interest payable on such interest payment date on the principal amount of
such Security then being converted, and such interest shall be payable to such
registered Holder notwithstanding the conversion of such Security, subject to
the provisions of this Indenture relating to the payment of defaulted interest
by the Company.  Except as otherwise provided in this Section 4.2, no payment or
adjustment will be made for accrued interest on a converted Security.  If the
Company defaults in the payment of interest payable on such interest payment
date, the Company shall promptly repay such funds to such Holder.

          Nothing in this Section shall affect the right of a Holder in whose
name any Security is registered at the close of business on a record date to
receive the interest payable on such Security on the related interest payment
date in accordance with the terms of this Indenture and the Securities.  If a
Holder converts more than one Security at the same time, the number of shares of
Common Stock issuable upon the conversion shall be based on the aggregate
principal amount of Securities converted.
<PAGE>

                                      -22-

          Upon surrender of a Security that is converted in part, the Company
shall execute, and the Trustee shall authenticate and deliver to the Holder, a
new Security equal in principal amount to the unconverted portion of the
Security surrendered.

SECTION 4.3.  Fractional Shares.
              -----------------

          The Company will not issue fractional shares of Common Stock upon
conversion of Securities.  In lieu thereof, the Company will, at its option,
either (a) round the number of shares of Common Stock issuable upon conversion
of a Security up to the nearest whole share, or (b) pay an amount in cash based
upon the Closing Price of the Common Stock on the Trading Day immediately prior
to the Conversion Date.

SECTION 4.4.  Taxes on Conversion.
              -------------------

          If a Holder converts a Security, the Company shall pay any
documentary, stamp or similar issue or transfer tax due on the issue of shares
of Common Stock upon such conversion.  However, the Holder shall pay any such
tax which is due because the Holder requests the shares to be issued in a name
other than the Holder's name.  The Conversion Agent may refuse to deliver the
certificate representing the Common Stock being issued in a name other than the
Holder's name until the Conversion Agent receives a sum sufficient to pay any
tax which will be due because the shares are to be issued in a name other than
the Holder's name.  Nothing herein shall preclude any tax withholding required
by law or regulation.

SECTION 4.5.  Company to Provide Stock.
              ------------------------

          The Company shall, prior to issuance of any Securities hereunder, and
from time to time as may be necessary, reserve, out of its authorized but
unissued Common Stock, a sufficient number of shares of Common Stock to permit
the conversion of all outstanding Securities into shares of Common Stock.

          All shares of Common Stock delivered upon conversion of the Securities
shall be newly issued shares, shall be duly authorized, validly issued, fully
paid and nonassessable and shall be free from preemptive rights and free of any
lien or adverse claim.

          The Company will endeavor promptly to comply with all federal and
state securities laws regulating the offer and delivery of shares of Common
Stock upon conversion of Securities, if any, and will list or cause to have
quoted such shares of Common Stock on each national securities exchange or on
the Nasdaq National Market or other over-the-counter market or such other market
on which the Common Stock is then listed or quoted; provided, however, that if
rules of such automated quotation system or exchange permit the Company to defer
the listing of such Common Stock until the first conversion of the Notes into
Common Stock in accordance with the provisions of this Indenture, the Company
covenants to list such Common Stock issuable upon conversion of the Notes in
accordance with the requirements of such automated quotation system or exchange
at such time.

SECTION 4.6.  Adjustment of Conversion Price.
              ------------------------------

          The conversion price as stated in paragraph 8 of the Securities (the
"Conversion Price") shall be adjusted from time to time by the Company as
follows:

          (a)  In case the Company shall (i) pay a dividend on its Common Stock
     in shares of Common Stock, (ii) make a distribution on its Common Stock in
     shares of Common Stock, (iii) subdivide its outstanding Common Stock into a
     greater number of shares, or (iv) combine its outstanding Common
<PAGE>

                                      -23-

     Stock into a smaller number of shares, the Conversion Price in effect
     immediately prior thereto shall be adjusted so that the Holder of any
     Security thereafter surrendered for conversion shall be entitled to receive
     that number of shares of Common Stock which it would have owned had such
     Security been converted immediately prior to the happening of such event.
     An adjustment made pursuant to this subsection (a) shall become effective
     immediately after the record date in the case of a dividend or distribution
     and shall become effective immediately after the effective date in the case
     of subdivision or combination.

          (b)  In case the Company shall issue rights or warrants to all or
     substantially all holders of its Common Stock entitling them (for a period
     commencing no earlier than the record date described below and expiring not
     more than 60 days after such record date) to subscribe for or purchase
     shares of Common Stock (or securities convertible into Common Stock) at a
     price per share (or having a conversion price per share) less than the
     Current Market Price Per Share of Common Stock on the record date for the
     determination of stockholders entitled to receive such rights or warrants,
     the Conversion Price in effect immediately prior thereto shall be adjusted
     so that the same shall equal the price determined by multiplying the
     Conversion Price in effect immediately prior to such record date by a
     fraction of which (x) the numerator shall be the number of shares of Common
     Stock outstanding on such record date plus the number of shares which the
     aggregate offering price of the total number of shares of Common Stock so
     offered (or the aggregate conversion price of the convertible securities so
     offered, which shall be determined by multiplying the number of shares of
     Common Stock issuable upon conversion of such convertible securities by the
     conversion price per share of Common Stock pursuant to the terms of such
     convertible securities) would purchase at the Current Market Price Per
     Share of Common Stock on such record date, and of which (y) the denominator
     shall be the number of shares of Common Stock outstanding on such record
     date plus the number of additional shares of Common Stock offered (or into
     which the convertible securities so offered are convertible).  Such
     adjustment shall be made successively whenever any such rights or warrants
     are issued, and shall become effective immediately after such record date.
     If at the end of the period during which such rights or warrants are
     exercisable not all rights or warrants shall have been exercised, the
     adjusted Conversion Price shall be immediately readjusted to what it would
     have been based upon the number of additional shares of Common Stock
     actually issued (or the number of shares of Common Stock issuable upon
     conversion of convertible securities actually issued).

          (c)  In case the Company shall distribute to all or substantially all
     holders of its Common Stock any shares of capital stock of the Company
     (other than Common Stock), evidences of indebtedness or other non-cash
     assets (including securities of any Person other than the Company but
     excluding (1) dividends or distributions paid exclusively in cash or (2)
     dividends or distributions referred to in subsection (a) of this Section
     4.6), or shall distribute to all or substantially all holders of its Common
     Stock rights or warrants to subscribe for or purchase any of its securities
     (excluding those rights and warrants referred to in subsection (b) of this
     Section 4.6 and also excluding the distribution of rights to all holders of
     Common Stock pursuant to the adoption of a stockholders rights plan or the
     detachment of such rights under the terms of such stockholder rights plan),
     then in each such case the Conversion Price shall be adjusted so that the
     same shall equal the price determined by multiplying the Conversion Price
     in effect immediately prior to such distribution by a fraction of which the
     numerator shall be the Current Market Price Per Share of the Common Stock
     on the record date mentioned below less the fair market value on such
     record date (as reasonably determined in good faith by the Board of
     Directors, whose determination shall be conclusive evidence of such fair
     market value and which shall be evidenced by an Officers' Certificate
     delivered to the Trustee) of the portion of the capital stock, evidences of
     indebtedness or other non-cash assets so distributed or of such rights or
     warrants applicable to one share of Common Stock (determined on the basis
     of the number of shares of Common Stock outstanding on the
<PAGE>

                                      -24-

     record date), and of which the denominator shall be the Current Market
     Price Per Share of the Common Stock on such record date. Such adjustment
     shall be made successively whenever any such distribution is made and shall
     become effective immediately after the record date for the determination of
     shareholders entitled to receive such distribution.

          (d)  In case the Company shall, by dividend or otherwise, at any time
     distribute (a "Triggering Distribution") to all or substantially all
     holders of its Common Stock cash in an aggregate amount that, together with
     the aggregate amount of (A) any cash and the fair market value (as
     reasonably determined in good faith by the Board of Directors, whose
     determination shall be conclusive evidence thereof and which shall be
     evidenced by an Officers' Certificate delivered to the Trustee) of any
     other consideration payable in respect of any tender offer by the Company
     or a Subsidiary of the Company for Common Stock consummated within the 12
     months preceding the date of payment of the Triggering Distribution and in
     respect of which no Conversion Price adjustment pursuant to this Section
     4.6 has been made and (B) all other cash distributions to all or
     substantially all holders of its Common Stock made within the 12 months
     preceding the date of payment of the Triggering Distribution and in respect
     of which no Conversion Price adjustment pursuant to this Section 4.6 has
     been made, exceeds an amount equal to 12.5% of the product of the Current
     Market Price Per Share of Common Stock on the Business Day (the
     "Determination Date") immediately preceding the day on which such
     Triggering Distribution is declared by the Company multiplied by the number
     of shares of Common Stock outstanding on the Determination Date (excluding
     shares held in the treasury of the Company), the Conversion Price shall be
     reduced so that the same shall equal the price determined by multiplying
     such Conversion Price in effect immediately prior to the Determination Date
     by a fraction of which the numerator shall be the Current Market Price Per
     Share of the Common Stock on the Determination Date less the sum of the
     aggregate amount of cash and the aggregate fair market value (as reasonably
     determined in good faith by the Board of Directors, whose determination
     shall be conclusive evidence of such fair market value and which shall be
     evidenced by an Officers' Certificate delivered to the Trustee) of any such
     other consideration so distributed, paid or payable within such 12 months
     (including, without limitation, the Triggering Distribution) applicable to
     one share of Common Stock (determined on the basis of the number of shares
     of Common Stock outstanding on the Determination Date) and the denominator
     shall be such Current Market Price Per Share of the Common Stock on the
     Determination Date, such reduction to become effective immediately prior to
     the opening of business on the day following the date on which the
     Triggering Distribution is paid.

          (e)  (1)  In case any tender offer made by the Company or any of its
     Subsidiaries for Common Stock shall expire and such tender offer (as
     amended upon the expiration thereof) shall involve the payment of aggregate
     consideration in an amount (determined as the sum of the aggregate amount
     of cash consideration and the aggregate fair market value (as reasonably
     determined in good faith by the Board of Directors, whose determination
     shall be conclusive evidence thereof and which shall be evidenced by an
     Officers' Certificate delivered to the Trustee thereof) of any other
     consideration) that, together with the aggregate amount of (A) any cash and
     the fair market value (as reasonably determined in good faith by the Board
     of Directors, whose determination shall be conclusive evidence thereof and
     which shall be evidenced by an Officers' Certificate delivered to the
     Trustee) of any other consideration payable in respect of any other tender
     offers by the Company or any Subsidiary of the Company for Common Stock
     consummated within the 12 months preceding the date of the Expiration Date
     (as defined below) and in respect of which no Conversion Price adjustment
     pursuant to this Section 4.6 has been made and (B) all cash distributions
     to all or substantially all holders of its Common Stock made within the 12
     months preceding the Expiration Date and in respect of which no Conversion
     Price adjustment pursuant to this Section 4.6 has been made, exceeds an
     amount equal to 12.5% of the product of the Current Market Price Per Share
     of Common Stock as of the last date (the "Expiration Date")
<PAGE>

                                      -25-

     tenders could have been made pursuant to such tender offer (as it may be
     amended) (the last time at which such tenders could have been made on the
     Expiration Date is hereinafter sometimes called the "Expiration Time")
     multiplied by the number of shares of Common Stock outstanding (including
     tendered shares but excluding any shares held in the treasury of the
     Company) at the Expiration Time, then, immediately prior to the opening of
     business on the day after the Expiration Date, the Conversion Price shall
     be reduced so that the same shall equal the price determined by multiplying
     the Conversion Price in effect immediately prior to close of business on
     the Expiration Date by a fraction of which the numerator shall be the
     product of the number of shares of Common Stock outstanding (including
     tendered shares but excluding any shares held in the treasury of the
     Company) at the Expiration Time multiplied by the Current Market Price Per
     Share of the Common Stock on the Trading Day next succeeding the Expiration
     Date and the denominator shall be the sum of (x) the aggregate
     consideration (determined as aforesaid) payable to stockholders based on
     the acceptance (up to any maximum specified in the terms of the tender
     offer) 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") and (y) the product of the
     number of shares of Common Stock outstanding (less any Purchased Shares and
     excluding any shares held in the treasury of the Company) at the Expiration
     Time and the Current Market Price Per Share of Common Stock on the Trading
     Day next succeeding the Expiration Date, such reduction to become effective
     immediately prior to the opening of business on the day following the
     Expiration Date. In the event that the Company is obligated to purchase
     shares pursuant to any such tender offer, but the Company is permanently
     prevented by applicable law from effecting any or all such purchases or any
     or all such purchases are rescinded, the Conversion Price shall again be
     adjusted to be the Conversion Price which would have been in effect based
     upon the number of shares actually purchased. If the application of this
     Section 4.6(e) to any tender offer would result in an increase in the
     Conversion Price, no adjustment shall be made for such tender offer under
     this Section 4.6(e).

          (2)  For purposes of Section 4.6(d) and 4.6(e), the term "tender
     offer" shall mean and include both tender offers and exchange offers
     (within the meaning of U.S. Federal securities laws), all references to
     "purchases" of shares in tender offers (and all similar references) shall
     mean and include both the purchase of shares in tender offers and the
     acquisition of shares pursuant to exchange offers, and all references to
     "tendered shares" (and all similar references) shall mean and include
     shares tendered in both tender offers and exchange offers.

          (f)  For the purpose of any computation under subsections (b), (c),
     (d) and (e) of this Section 4.6, the current market price per share of
     Common Stock (the "Current Market Price Per Share") on any date shall be
     deemed to be the average of the daily Closing Prices for the 30 consecutive
     Trading Days commencing 45 Trading Days before (i) the Determination Date
     or the Expiration Date, as the case may be, with respect to distributions
     or tender offers under subsection (e) of this Section 4.6 or (ii) the
     record date with respect to distributions, issuances or other events
     requiring such computation under subsection (b), (c) or (d) of this Section
     4.6. The Closing Price for each day (the "Closing Price") shall be the last
     reported sales price or, in case no such reported sale takes place on such
     date, the average of the reported closing bid and asked prices in either
     case on the New York Stock Exchange (the "NYSE") or the Nasdaq National
     Market (the "NNM"), as applicable, or, if the Common Stock is not listed or
     admitted to trading on the NYSE or the NNM, the principal national
     securities exchange or quotation system on which the Common Stock is quoted
     or listed or admitted to trading or, if not quoted or listed or admitted to
     trading on any national securities exchange or quotation system, the
     closing sales price or, in case no reported sale takes place, the average
     of the closing bid and asked prices, as furnished by any two members of the
     National Association of Securities Dealers, Inc. selected from time to time
     by the Company for that purpose. If no such prices are available, the
     Current Market Price Per Share shall be
<PAGE>

                                      -26-

     the fair value of a share of Common Stock as reasonably determined in good
     faith by the Board of Directors (which shall be evidenced by an Officers'
     Certificate delivered to the Trustee).

          (g)  In any case in which this Section 4.6 shall require that an
     adjustment be made following a record date or a Determination Date or
     Expiration Date, as the case may be, established for purposes of this
     Section 4.6, the Company may elect to defer (but only until five Business
     Days following the filing by the Company with the Trustee of the
     certificate described in Section 4.9) issuing to the Holder of any Security
     converted after such record date or Determination Date or Expiration Date
     the shares of Common Stock and other capital stock of the Company issuable
     upon such conversion over and above the shares of Common Stock and other
     capital stock of the Company issuable upon such conversion only on the
     basis of the Conversion Price prior to adjustment; and, in lieu of the
     shares the issuance of which is so deferred, the Company shall issue or
     cause its transfer agents to issue due bills or other appropriate evidence
     prepared by the Company of the right to receive such shares.  If any
     distribution in respect of which an adjustment to the Conversion Price is
     required to be made as of the record date or Determination Date or
     Expiration Date therefor is not thereafter made or paid by the Company for
     any reason, the Conversion Price shall be readjusted to the Conversion
     Price which would then be in effect if such record date had not been fixed
     or such effective date or Determination Date or Expiration Date had not
     occurred.

SECTION 4.7.  No Adjustment.
              -------------

          No adjustment in the Conversion Price shall be required unless the
adjustment would require an increase or decrease of at least 1% in the
Conversion Price as last adjusted; provided, however, that any adjustments which
by reason of this Section 4.7 are not required to be made shall be carried
forward and taken into account in any subsequent adjustment.  All calculations
under this Article 4 shall be made to the nearest cent or to the nearest one-
hundredth of a share, as the case may be.

          No adjustment need be made for issuances of Common Stock pursuant to a
Company plan for reinvestment of dividends or interest or for a change in the
par value or a change to no par value of the Common Stock.

          To the extent that the Securities become convertible into the right to
receive cash, no adjustment need be made thereafter as to the cash.  Interest
will not accrue on the cash.

SECTION 4.8.  Adjustment for Tax Purposes.
              ---------------------------

          The Company shall be entitled to make such reductions in the
Conversion Price, in addition to those required by Section 4.6, as it in its
discretion shall determine to be advisable in order that any stock dividends,
subdivisions of shares, distributions of rights to purchase stock or securities
or distributions of securities convertible into or exchangeable for stock
hereafter made by the Company to its stockholders shall not be taxable.

SECTION 4.9.  Notice of Adjustment.
              --------------------

          Whenever the Conversion Price or conversion privilege is adjusted, the
Company shall promptly mail to Securityholders a notice of the adjustment and
file with the Trustee an Officers' Certificate briefly stating the facts
requiring the adjustment and the manner of computing it.  Unless and until the
Trustee shall receive an Officers' Certificate setting forth an adjustment of
the Conversion Price, the Trustee may assume
<PAGE>

                                      -27-

without inquiry that the Conversion Price has not been adjusted and that the
last Conversion Price of which it has knowledge remains in effect.

SECTION 4.10.  Notice of Certain Transactions.
               ------------------------------

          In the event that:

          (1)  the Company takes any action which would require an adjustment in
     the Conversion Price;

          (2)  the Company consolidates or merges with, or transfers all or
     substantially all of its property and assets to, another corporation and
     shareholders of the Company must approve the transaction; or

          (3)  there is a dissolution or liquidation of the Company,

the Company shall mail to Holders and file with the Trustee a notice stating the
proposed record or effective date, as the case may be.  The Company shall mail
the notice at least ten days before such date.  Failure to mail such notice or
any defect therein shall not affect the validity of any transaction referred to
in clause (1), (2) or (3) of this Section 4.10.

SECTION 4.11.  Effect of Reclassification, Consolidation, Merger or Sale on
               ------------------------------------------------------------
               Conversion Privilege.
               --------------------

          If any of the following shall occur, namely:  (a) any reclassification
or change of shares of Common Stock issuable upon conversion of the Securities
(other than a change in par value, or from par value to no par value, or from no
par value to par value, or as a result of a subdivision or combination, or any
other change for which an adjustment is provided in Section 4.6); (b) any
consolidation or merger or combination to which the Company is a party other
than a merger in which the Company is the continuing corporation and which does
not result in any reclassification of, or change (other than in par value, or
from par value to no par value, or from no par value to par value, or as a
result of a subdivision or combination) in, outstanding shares of Common Stock;
or (c) any sale or conveyance as an entirety or substantially as an entirety of
the property and assets of the Company, directly or indirectly, to any person,
then the Company, or such successor, purchasing or transferee corporation, as
the case may be, shall, as a condition precedent to such reclassification,
change, combination, consolidation, merger, sale or conveyance, execute and
deliver to the Trustee a supplemental indenture providing that the Holder of
each Security then outstanding shall have the right to convert such Security
into the kind and amount of shares of stock and other securities and property
(including cash) receivable upon such reclassification, change, combination,
consolidation, merger, sale or conveyance by a holder of the number of shares of
Common Stock deliverable upon conversion of such Security immediately prior to
such reclassification, change, combination, consolidation, merger, sale or
conveyance.  Such supplemental indenture shall provide for adjustments of the
Conversion Price which shall be as nearly equivalent as may be practicable to
the adjustments of the Conversion Price provided for in this Article 4.  If, in
the case of any such consolidation, merger, combination, sale or conveyance, the
stock or other securities and property (including cash) receivable thereupon by
a holder of Common Stock include shares of stock or other securities and
property of a person other than the successor, purchasing or transferee
corporation, as the case may be, in such consolidation, merger, combination,
sale or conveyance, then such supplemental indenture shall also be executed by
such other person and shall contain such additional provisions to protect the
interests of the Holders of the Securities as the Board of Directors shall
reasonably consider necessary by reason of the foregoing.  The provisions of
this Section 4.11 shall similarly apply to successive reclassifications,
changes, combinations, consolidations, mergers, sales or conveyances.
<PAGE>

                                      -28-

          In the event the Company shall execute a supplemental indenture
pursuant to this Section 4.11, the Company shall promptly file with the Trustee
(x) an Officers' Certificate briefly stating the reasons therefor, the kind or
amount of shares of stock or other securities or property (including cash)
receivable by Holders of the Securities upon the conversion of their Securities
after any such reclassification, change, combination, consolidation, merger,
sale or conveyance, any adjustment to be made with respect thereto and that all
conditions precedent have been complied with and (y) an Opinion of Counsel that
all conditions precedent have been complied with, and shall promptly mail notice
thereof to all Holders.

SECTION 4.12.  Trustee's Disclaimer.
               --------------------

          The Trustee shall have no duty to determine when an adjustment under
this Article 4 should be made, how it should be made or what such adjustment
should be, but may accept as conclusive evidence of that fact or the correctness
of any such adjustment, and shall be protected in relying upon, an Officers'
Certificate including the Officers' Certificate with respect thereto which the
Company is obligated to file with the Trustee pursuant to Section 4.9.  The
Trustee makes no representation as to the validity or value of any securities or
assets issued upon conversion of Securities, and the Trustee shall not be
responsible for the Company's failure to comply with any provisions of this
Article 4.

          The Trustee shall not be under any responsibility to determine the
correctness of any provisions contained in any supplemental indenture executed
pursuant to Section 4.11, but may accept as conclusive evidence of the
correctness thereof, and shall be fully protected in relying upon, the Officers'
Certificate with respect thereto which the Company is obligated to file with the
Trustee pursuant to Section 4.11.

SECTION 4.13.  Voluntary Reduction.
               -------------------

          The Company from time to time may reduce the Conversion Price by any
amount for any period of time if the period is at least 20 days and if the
reduction is irrevocable during the period if the Board of Directors determines
that such reduction would be in the best interest of the Company and the Company
provides 15 days prior notice of any reduction in the Conversion Price;
provided, however, that in no event may the Company reduce the Conversion Price
to be less than the par value of a share of Common Stock.

                                   ARTICLE 5

                                  [RESERVED]


                                   ARTICLE 6

                                   COVENANTS

SECTION 6.1.  Payment of Securities.
              ---------------------

          The Company shall promptly make all payments in respect of the
Securities on the dates and in the manner provided in the Securities and this
Indenture.  An installment of principal or interest, shall be considered paid on
the date it is due if the Paying Agent (other than the Company) holds by 12:00
noon, New York City time, on that date money, deposited by the Company or an
Affiliate thereof, sufficient to pay the installment.  The
<PAGE>

                                      -29-

Company shall, to the fullest extent permitted by law, pay interest on overdue
principal (including premium, if any) and overdue installments of interest at
the rate borne by the Securities per annum.

          Payment of the principal of (and premium, if any) and any interest on
the Securities shall be made at the office or agency of the Company maintained
for that purpose in the Borough of Manhattan, The City of New York (which shall
initially be The Bank of New York at its office specified in Section 12.2) or at
the Corporate Trust Office of the Trustee in such coin or currency of the United
States of America as at the time of payment is legal tender for payment of
public and private debts; provided, however, that at the option of the Company
payment of interest may be made by check mailed to the address of the Person
entitled thereto as such address appears in the Register; provided further that
a Holder with an aggregate principal amount in excess of $2,000,000 will be paid
by wire transfer in immediately available funds at the election of such Holder.

SECTION 6.2.  SEC Reports.
              -----------

          The Company shall file all reports and other information and documents
which it is required to file with the SEC pursuant to Section 13 or 15(d) of the
Exchange Act, and within 15 days after it files them with the SEC, the Company
shall file copies of all such reports, information and other documents with the
Trustee.  The Company will cause any quarterly and annual reports which it makes
to its shareholders to be mailed to the Holders of the Securities.

          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).

          In the event the Company is at any time no longer subject to the
reporting requirements of Section 13 or 15(d) of the Exchange Act, the Company
will prepare, for the first three quarters of each fiscal year, quarterly
financial statements substantially equivalent to the financial statements
required to be included in a report of Form 10-Q under the Exchange Act.  The
Company will also prepare, on an annual basis, complete audited consolidated
financial statements, including, but not limited to, a balance sheet, a
statement of operations, a statement of cash flows and all appropriate notes.
All such financial statements will be prepared in accordance with GAAP.  The
Company will cause a copy of such financial statements to be filed with the
Trustee and mailed to the Securityholders within 45 days after the end of each
of the first three quarters of each fiscal year and within 90 days after the
close of each fiscal year.  The Company will also comply with the other
provisions of TIA Section 314(a).

SECTION 6.3.  Compliance Certificates.
              -----------------------

          The Company shall deliver to the Trustee, within 90 days after the end
of each fiscal year of the Company (beginning with the fiscal year ending
December 31, 2001), an Officers' Certificate as to the signers' knowledge of the
Company's compliance with all conditions and covenants on its part contained in
this Indenture and stating whether or not the signers know of any Default or
Event of Default.  If such signers know of such a Default or Event of Default,
the Officers' Certificate shall describe the Default or Event of Default and the
efforts to remedy the same.  For the purposes of this Section 6.3, compliance
shall be determined without regard to any grace period or requirement of notice
provided pursuant to the terms of this Indenture.
<PAGE>

                                      -30-

SECTION 6.4.  Further Instruments and Acts.
              ----------------------------

          The Company will execute and deliver such further instruments and do
such further acts as may be reasonably necessary or proper to carry out more
effectively the purposes of this Indenture.

SECTION 6.5.  Maintenance of Corporate Existence.
              ----------------------------------

          Subject to Article 7, the Company will do or cause to be done all
things necessary to preserve and keep in full force and effect its corporate
existence.

SECTION 6.6.  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 or other
law which would prohibit or forgive the Company from paying all or any portion
of the principal of, premium, if any, or interest on the Securities as
contemplated herein, wherever enacted, now or at any time hereafter in force, or
which may affect the covenants or the performance of this Indenture, and the
Company (to the extent it may lawfully do so) hereby expressly waives all
benefit or advantage of any such law, and covenants that it will not, by resort
to any such law, hinder, delay or impede the execution of any power herein
granted to the Trustee, but will suffer and permit the execution of every such
power as though no such law had been enacted.

SECTION 6.7.  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 the Securities may be lawfully issued and delivered,
and thereafter publicly traded, and qualified or listed as contemplated by
clause (ii); and (ii) will list the shares of Common Stock required to be issued
and delivered upon conversion of the Securities prior to such issuance or
delivery on NNM or such other exchange or automated quotation as the Common
Stock is then listed at such date of conversion.

                                   ARTICLE 7

             CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE

SECTION 7.1.  Company May Consolidate, Etc., Only on Certain Terms.
              ----------------------------------------------------

          The Company shall not consolidate with or merge into any other Person
(in a transaction in which the Company is not the surviving corporation) or
convey, transfer or lease its properties and assets substantially as an entirety
to any Person, unless:

          (1)  in case the Company shall consolidate with or merge into another
     Person (in a transaction in which the Company is not the surviving
     corporation) or convey, transfer or lease its properties and assets
     substantially as an entirety to any Person, the Person formed by such
     consolidation or into which the Company is merged or the Person which
     acquires by conveyance or transfer, or which leases, the properties and
     assets of the Company substantially as an entirety shall be a corporation
     or limited li-
<PAGE>

                                      -31-

     ability company organized and validly existing under the laws of the United
     States of America, any State thereof or the District of Columbia and shall
     expressly assume, by an indenture supplemental hereto, executed and
     delivered to the Trustee, in form satisfactory to the Trustee, the due and
     punctual payment of the principal of and any premium and interest on all
     the Securities and the performance or observance of every covenant of this
     Indenture on the part of the Company to be performed or observed and the
     conversion rights shall be provided for in accordance with Article 4, by
     supplemental indenture satisfactory in form to the Trustee, executed and
     delivered to the Trustee, by the Person (if other than the Company) formed
     by such consolidation or into which the Company shall have been merged or
     by the Person which shall have acquired the Company's assets;

          (2)  immediately after giving effect to such transaction, no Default
     or Event of Default shall have happened and be continuing; and

          (3)  the Company has delivered to the Trustee an Officers' Certificate
     and an Opinion of Counsel, each stating that such consolidation, merger,
     conveyance, transfer or lease and, if a supplemental indenture is required
     in connection with such transaction, such supplemental indenture comply
     with this Article and that all conditions precedent herein provided for
     relating to such transaction have been complied with.

SECTION 7.2.  Successor Substituted.
              ---------------------

          Upon any consolidation of the Company with, or merger of the Company
into, any other Person or any conveyance, transfer or lease of the properties
and assets of the Company substantially as an entirety in accordance with
Section 7.1, the successor Person formed by such consolidation or into which the
Company is merged or to which such conveyance, transfer or lease is made shall
succeed to, and be substituted for, and may exercise every right and power of,
the Company under this Indenture with the same effect as if such successor
Person had been named as the Company herein, and thereafter, except in the case
of a lease, the predecessor Person shall be relieved of all obligations and
covenants under this Indenture and the Securities.

                                   ARTICLE 8

                              DEFAULT AND REMEDIES

SECTION 8.1.  Events of Default.
              -----------------

          An "Event of Default" shall occur if:

          (1)  the Company defaults in the payment of any interest, on any
     Security when the same becomes due and payable and the default continues
     for a period of 30 days;

          (2)  the Company defaults in the payment of any principal of
     (including, without limitation, any premium, if any, on) any Security when
     the same becomes due and payable (whether at maturity, upon redemption, on
     a Change in Control Purchase Date or otherwise);

          (3)  the Company fails to comply with any of its other agreements
     contained in the Securities or this Indenture and the default continues for
     the period and after the notice specified below;
<PAGE>

                                      -32-

          (4)  the Company fails to give notice to the Trustee and each Holder
     of a Change in Control in accordance with Section 3.8(b);

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

                  (i)   commences a voluntary case or proceeding;

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

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

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

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

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

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

                  (iii) orders the liquidation of the Company;

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

          The term "Bankruptcy Law" means Title 11 of the United States Code (or
any successor thereto) or any similar federal or state law for the relief of
debtors.  The term "Custodian" means any receiver, trustee, assignee,
liquidator, sequestrator or similar official under any Bankruptcy Law.

          A Default under clause (3) above is not an Event of Default until the
Trustee notifies the Company, or the Holders of at least 25% in aggregate
principal amount of the Securities then outstanding notify the Company and the
Trustee, of the Default, and the Company does not cure the Default within 60
days after receipt of such notice.  The notice given pursuant to this Section
8.1 must specify the Default, demand that it be remedied and state that the
notice is a "Notice of Default." When any Default under this Section 8.1 is
cured, it ceases.

SECTION 8.2.  Acceleration.
              ------------

          If an Event of Default (other than an Event of Default specified in
clause (5) or (6) of Section 8.1) occurs and is continuing, the Trustee may, by
notice to the Company, or the Holders of at least 25% in aggregate principal
amount of the Securities then outstanding may, by notice to the Company and the
Trustee, declare all unpaid principal on the Securities then outstanding (if not
then due and payable) to be due and payable upon any such declaration, and the
same shall become and be immediately due and payable.  If an Event of Default
specified in clause (5) or (6) of Section 8.1 occurs, all unpaid principal of
the Securities then outstanding shall ipso facto become and be immediately due
and payable without any declaration or other act on the part of the Trustee or
any Holder.  The Holders of a majority in aggregate principal amount of the
Securities then outstanding by notice to the Trustee may rescind an acceleration
and its consequences if (a) all existing Events of
<PAGE>

                                      -33-

Default, other than the nonpayment of the principal of the Securities which has
become due solely by such declaration of acceleration, have been cured or
waived; (b) to the extent the payment of such interest is lawful, interest
(calculated at the rate per annum borne by the Securities) on overdue
installments of interest and overdue principal, which has become due otherwise
than by such declaration of acceleration, has been paid; (c) the rescission
would not conflict with any judgment or decree of a court of competent
jurisdiction; and (d) all payments due to the Trustee and any predecessor
Trustee under Section 9.7 have been made. No such rescission shall affect any
subsequent Default or impair any right consequent thereto.

SECTION 8.3.  Other Remedies.
              --------------

          If an Event of Default occurs and is continuing, the Trustee may, but
shall not be obligated to, pursue any available remedy by proceeding at law or
in equity to collect the payment of the principal of or interest on the
Securities or to enforce the performance of any provision of the Securities or
this Indenture.

          The Trustee may maintain a proceeding even if it does not possess any
of the Securities or does not produce any of them in the proceeding.  A delay or
omission by the Trustee or any Securityholder 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.  No remedy is
exclusive of any other remedy.  All available remedies are cumulative to the
extent permitted by law.

SECTION 8.4.  Waiver of Defaults and Events of Default.
              ----------------------------------------

          Subject to Sections 8.7 and 11.2, the Holders of a majority in
principal amount of the Securities then outstanding by notice to the Trustee may
waive an existing Default or Event of Default and its consequence, except a
Default or Event of Default in the payment of the principal of or interest on
any Security, a failure by the Company to convert any Securities into Common
Stock or any Default or Event of Default in respect of any provision of this
Indenture or the Securities which, under Section 11.2, cannot be modified or
amended without the consent of the Holder of each Security affected.  When a
Default or Event of Default is waived, it is cured and ceases.

SECTION 8.5.  Control by Majority.
              -------------------

          The Holders of a majority in principal amount of the Securities then
outstanding may direct the time, method and place of conducting any proceeding
for any remedy available to the Trustee or exercising any trust or power
conferred on it.  However, the Trustee may refuse to follow any direction that
conflicts with law or this Indenture, that the Trustee determines may be unduly
prejudicial to the rights of another Holder or the Trustee, or that may involve
the Trustee in personal liability unless the Trustee is offered indemnity
satisfactory to it; provided, however, that the Trustee may take any other
action deemed proper by the Trustee which is not inconsistent with such
direction.

SECTION 8.6.  Limitations on Suits.
              --------------------

          A Holder may not pursue any remedy with respect to this Indenture or
the Securities (except actions for payment of overdue principal or interest or
for the conversion of the Securities pursuant to Article 4) unless:

          (1)  the Holder gives to the Trustee written notice of a continuing
     Event of Default;
<PAGE>

                                      -34-

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

          (3)  such Holder or Holders offer to the Trustee indemnity reasonably
     satisfactory to the Trustee against any loss, liability or expense;

          (4)  the Trustee does not comply with the request within 60 days after
     receipt of the request and the offer of indemnity; and

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

          A Securityholder may not use this Indenture to prejudice the rights of
another Securityholder or to obtain a preference or priority over such other
Securityholder.

SECTION 8.7.  Rights of Holders to Receive Payment and to Convert.
              ---------------------------------------------------

          Notwithstanding any other provision of this Indenture, the right of
any Holder of a Security to receive payment of the principal of and interest on
the Security, on or after the respective due dates therefor, to convert such
Security in accordance with Article 4 and to bring suit for the enforcement of
any such payment on or after such respective dates or the right to convert, is
absolute and unconditional and shall not be impaired or affected without the
consent of the Holder.

SECTION 8.8.  Collection Suit by Trustee.
              --------------------------

          If an Event of Default in the payment of principal or interest
specified in clause (1) or (2) of Section 8.1 occurs and is continuing, the
Trustee may recover judgment in its own name and as trustee of an express trust
against the Company or another obligor on the Securities for the whole amount of
principal and accrued interest remaining unpaid, together with, to the extent
that payment of such interest is lawful, interest on overdue principal and on
overdue installments of interest, in each case at the rate per annum borne by
the Securities 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 8.9.  Trustee May File Proofs of Claim.
              --------------------------------

          The Trustee may 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 allowed in any judicial proceedings relative to the Company (or any
other obligor on the Securities), its creditors or its property and shall be
entitled and empowered to collect and receive any money or other property
payable or deliverable on any such claims and to distribute the same, 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 9.7, and to the extent that such payment
of the reasonable compensation, expenses, disbursements and advances in any such
proceedings 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 property which the Holders may be entitled to
receive in such proceedings, whether in liquidation or
<PAGE>

                                      -35-

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, on behalf of any Holder, to authorize, accept or adopt any plan of
reorganization, arrangement, adjustment or composition affecting the Securities
or the rights of any Holder thereof, or to authorize the Trustee to vote in
respect of the claim of any Holder in any such proceeding.

SECTION 8.10.  Priorities.
               ----------

          If the Trustee collects any money pursuant to this Article 8, it shall
pay out the money in the following order:

          First, to the Trustee for amounts due under Section 9.7;

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

          Third, to the Company.

          The Trustee may fix a record date and payment date for any payment to
Holders pursuant to this Section 8.10.

SECTION 8.11.  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 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 8.11 does not apply to a suit made by the Trustee, a
suit by a Holder pursuant to Section 8.7, or a suit by Holders of more than 10%
in principal amount of the Securities then outstanding.

                                   ARTICLE 9

                                    TRUSTEE

SECTION 9.1.  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 his or
her own affairs.

          (b)  Except during the continuance of an Event of Default:

          (1)  the Trustee need perform only those duties as are specifically
     set forth in this Indenture and no others; and
<PAGE>

                                      -36-

          (2)  in the absence of bad faith on its part, the Trustee may
     conclusively rely, as to the truth of the statements and the correctness of
     the opinions expressed therein, upon certificates or opinions furnished to
     the Trustee and conforming to the requirements of this Indenture.  The
     Trustee, however, shall examine any certificates and opinions which by any
     provision hereof are specifically required to be delivered to the Trustee
     to determine whether or not they conform to the requirements of this
     Indenture.

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

          (1)  this paragraph does not limit the effect of subsection (b) of
     this Section 9.1;

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

          (3)  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 8.5.

          (d)  No provision of this Indenture shall require the Trustee to
expend or risk its own funds or otherwise incur any financial liability in the
performance of any of its duties hereunder or in the exercise of any of its
rights or powers unless the Trustee shall have received adequate indemnity in
its opinion against potential costs and liabilities incurred by it relating
thereto.

          (e)  Every provision of this Indenture that in any way relates to the
Trustee is subject to subsections (a), (b), (c) and (d) of this Section 9.1.

          (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.

SECTION 9.2.  Rights of Trustee.
              -----------------

          Subject to Section 9.1:

          (a)  The Trustee may rely conclusively on any document 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, which shall conform to
     Section 12.4(b). The Trustee shall not be liable for any action it takes or
     omits to take in good faith in reliance on such Certificate or Opinion.

          (c)  The Trustee may act through its 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 which it believes to be authorized or within its
     rights or powers.
<PAGE>

                                      -37-

          (e)  The Trustee may consult with counsel of its selection, and the
     advice or opinion of such counsel as to matters of law shall be full and
     complete authorization and protection in respect of any such action taken,
     omitted or suffered by it hereunder in good faith and in accordance with
     the advice or opinion of such counsel.

          (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 pursuant to this Indenture, unless such Holders shall
     have offered to the Trustee security or indemnity satisfactory to the
     Trustee against the costs, expenses and liabilities which might be incurred
     by it in compliance with such request or direction.

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

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

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

          (j)  The Trustee may request that the Company deliver an Officers'
     Certificate setting forth the names of individuals and/or titles of
     officers authorized at such time to take specified actions pursuant to this
     Indenture, which Officers' Certificate may be signed by any person
     authorized to sign an Officers' Certificate, including any person specified
     as so authorized in any such certificate previously delivered and not
     superseded.

SECTION 9.3.  Individual Rights of Trustee.
              ----------------------------

          The Trustee in its individual or any other capacity may become the
owner or pledgee of Securities and may otherwise deal with the Company or an
Affiliate of the Company with the same rights it would have if it were not
Trustee.  Any Agent may do the same with like rights.  However, the Trustee is
subject to Sections 9.10 and 9.11.

SECTION 9.4.  Trustee's Disclaimer.
              --------------------

          The Trustee makes no representation as to the validity or adequacy of
this Indenture or the Securities, it shall not be accountable for the Company's
use of the proceeds from the Securities, and it shall not be responsible for any
statement in the Securities other than its certificate of authentication.
<PAGE>

                                      -38-

SECTION 9.5.  Notice of Default or Events of Default.
              --------------------------------------

          If a Default or an Event of Default occurs and is continuing and if it
is known to a Trust Officer of the Trustee, the Trustee shall mail to each
Securityholder notice of the Default or Event of Default within 90 days after it
occurs.  However, the Trustee may withhold the notice if and so long as a
committee of its Trust Officers in good faith determines that withholding notice
is in the interests of Securityholders, except in the case of a Default or an
Event of Default in payment of the principal of or interest on any Security.

SECTION 9.6.  Reports by Trustee to Holders.
              -----------------------------

          If such report is required by TIA Section 313, within 60 days after
each May 15, beginning with May 15, 2002, the Trustee shall mail to each
Securityholder a brief report dated as of such May 15 that complies with TIA
Section 313(a).  The Trustee also shall comply with TIA Section 313(b)(2) and
(c).

          A copy of each report at the time of its mailing to Securityholders
shall be mailed to the Company and filed with the SEC and each stock exchange,
if any, on which the Securities are listed.  The Company shall promptly notify
the Trustee whenever the Securities become listed on any stock exchange or
listed or admitted to trading on any quotation system and any changes in the
stock exchanges or quotation systems on which the Securities are listed or
admitted to trading and of any delisting thereof.

SECTION 9.7.  Compensation and Indemnity.
              --------------------------

          The Company shall pay to the Trustee from time to time such
compensation (as agreed to from time to time by the Company and the Trustee in
writing) for its services (which compensation shall not be limited by any
provision of law in regard to the compensation of a trustee of an express
trust).  The Company shall reimburse the Trustee upon request for all
reasonable, actual disbursements, expenses and advances incurred or made by it.
Such expenses may include the reasonable, actual compensation, disbursements and
expenses of the Trustee's agents and counsel.

          The Company shall indemnify the Trustee or any predecessor Trustee
(which for purposes of this Section 9.7 shall include its officers, directors,
employees and agents) for, and hold it harmless against, any and all loss,
liability or expense including taxes (other than taxes based upon, measured by
or determined by the income of the Trustee), (including reasonable legal fees
and expenses) incurred by it in connection with the acceptance or administration
of its duties under this Indenture or any action or failure to act as authorized
or within the discretion or rights or powers conferred upon the Trustee
hereunder including the reasonable costs and expenses of the Trustee and its
counsel in defending itself against any claim (whether asserted by the Company,
a Holder or any other person) or liability in connection with the exercise or
performance of any of its powers or duties hereunder.  The Trustee shall notify
the Company promptly of any claim asserted against the Trustee for which it may
seek indemnity.  The Company need not pay for any settlement without its written
consent, which shall not be unreasonably withheld.

          The Company need not reimburse the Trustee for any expense or
indemnify it against any loss or liability incurred by it resulting from its
gross negligence or bad faith.

          To secure the Company's payment obligations in this Section 9.7, the
Trustee shall have a senior claim to which the Securities are hereby made
subordinate on all money or property held or collected by the Trustee, except
such money or property held in trust to pay the principal of and interest on the
Securities.  The obligations of the Company under this Section 9.7 shall survive
the satisfaction and discharge of this Indenture or the resignation or removal
of the Trustee.
<PAGE>

                                      -39-

          When the Trustee incurs expenses or renders services after an Event of
Default specified in clause (5) or (6) of Section 8.1 occurs, the expenses and
the compensation for the services are intended to constitute expenses of
administration under any Bankruptcy Law.  The provisions of this Section shall
survive the termination of this Indenture.

SECTION 9.8.  Replacement of Trustee.
              ----------------------

          The Trustee may resign by so notifying the Company.  The Holders of a
majority in principal amount of the Securities then outstanding may remove the
Trustee by so notifying the Trustee and may, with the Company's written consent,
appoint a successor Trustee.  The Company may remove the Trustee if:

          (1)  the Trustee fails to comply with Section 9.10;

          (2)  the Trustee is adjudged a bankrupt or an insolvent;

          (3)  a receiver or other public officer takes charge of the Trustee or
     its property; or

          (4)  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.  The resignation or removal of a Trustee shall not be effective until a
successor Trustee shall have delivered the written acceptance of its appointment
as described below.

          If a successor Trustee does not take office within 45 days after the
retiring Trustee resigns or is removed, the retiring Trustee, the Company or the
Holders of 10% in principal amount of the Securities then outstanding may
petition, at the expense of the Company, any court of competent jurisdiction for
the appointment of a successor Trustee at the expense of the Company.

          If the Trustee fails to comply with Section 9.10, any 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.  Immediately after that,
the retiring Trustee shall transfer all property held by it as Trustee to the
successor Trustee and be released from its obligations (exclusive of any
liabilities that the retiring Trustee may have incurred while acting as Trustee)
hereunder, 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.  A successor Trustee shall mail
notice of its succession to each Holder.

          A retiring Trustee shall not be liable for the acts or omissions of
any successor Trustee after its succession.

          Notwithstanding replacement of the Trustee pursuant to this Section
9.8, the Company's obligations under Section 9.7 shall continue for the benefit
of the retiring Trustee.

SECTION 9.9.  Successor Trustee by Merger, Etc.
              --------------------------------

          If the Trustee consolidates with, merges or converts into, or
transfers all or substantially all of its corporate trust assets (including the
administration of this Indenture) to, another corporation, the resulting,
<PAGE>

                                      -40-

surviving or transferee corporation, without any further act, shall be the
successor Trustee, provided such transferee corporation shall qualify and be
eligible under Section 9.10.  Such successor Trustee shall promptly mail notice
of its succession to the Company and each Holder.

SECTION 9.10.  Eligibility; Disqualification.
               -----------------------------

          The Trustee shall always satisfy the requirements of paragraphs (1),
(2) and (5) of TIA Section 310(a).  The Trustee (or its parent holding company)
shall have a combined capital and surplus of at least $50,000,000.  If at any
time the Trustee shall cease to satisfy any such requirements, it shall resign
immediately in the manner and with the effect specified in this Article 9.  The
Trustee shall be subject to the provisions of TIA Section 310(b).  Nothing
herein shall prevent the Trustee from filing with the SEC the application
referred to in the penultimate paragraph of TIA Section 310(b).

SECTION 9.11.  Preferential Collection of Claims Against Company.
               -------------------------------------------------

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

                                  ARTICLE 10

                    SATISFACTION AND DISCHARGE OF INDENTURE

SECTION 10.1.  Satisfaction and Discharge of Indenture.
               ---------------------------------------

          This Indenture shall cease to be of further effect (except as to any
surviving rights of conversion, registration of transfer or exchange of
Securities herein expressly provided for and except as further provided below),
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

                  (i)  all Securities theretofore authenticated and delivered
          (other than (x) Securities which have been destroyed, lost or stolen
          and which have been replaced or paid as provided in Section 2.7 and
          (y) Securities for whose payment money has theretofore been deposited
          in trust and thereafter repaid to the Company as provided in Section
          10.3) have been delivered to the Trustee for cancellation; or

                  (ii) all such Securities not theretofore delivered to the
          Trustee for cancellation (x) have become due and payable, (y) will
          become due and payable at the Final Maturity Date within ninety days,
          or (z) have been called for redemption within ninety days 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 clause (i) or (ii) above, has irrevocably
deposited or caused to be irrevocably deposited with the Trustee or a Paying
Agent (other than the Company or any of its Affiliates) as trust funds in trust
for the purpose cash in an amount sufficient to pay and discharge the entire
indebtedness on such
<PAGE>

                                      -41-



not theretofore delivered to the Trustee for cancellation, for principal and
interest to the date of such deposit (in the case of Securities which have
become due and payable) or to the Final Maturity Date or Redemption Date, as the
case may be;

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

          (3)  the Company has delivered to the Trustee an Officers' Certificate
     and an Opinion of Counsel, each stating that all conditions precedent
     herein provided for relating to the satisfaction and discharge of this
     Indenture have been complied with.

          Notwithstanding the satisfaction and discharge of this Indenture, the
obligations of the Company to the Trustee under Section 9.7 shall survive and,
if money shall have been deposited with the Trustee pursuant to subclause (y) of
clause (1)(i) of this Section, the provisions of Sections 2.3, 2.4, 2.5, 2.6,
2.7, 2.12, 3.8, 3.9, 3.10, 3.11, 3.12, 3.13, 6.6, 6.7 and 12.5, Article 4, the
last paragraph of Section 6.1 and this Article 10, shall survive until the
Securities have been paid in full.

SECTION 10.2.  Application of Trust Money.
               --------------------------

          Subject to the provisions of Section 10.3, the Trustee or a Paying
Agent shall hold in trust, for the benefit of the Holders, all money deposited
with it pursuant to Section 10.1 and shall apply the deposited money in
accordance with this Indenture and the Securities to the payment of the
principal of and interest on the Securities.

SECTION 10.3.  Repayment to Company.
               --------------------

          The Trustee and each Paying Agent shall promptly pay to the Company
upon request any excess money (i) deposited with them pursuant to Section 10.1
and (ii) held by them at any time.

          The Trustee and each Paying Agent shall pay to the Company upon
written request any money held by them for the payment of principal or interest
that remains unclaimed for two years after a right to such money has matured;
provided, however, that the Trustee or such Paying Agent, before being required
to make any such payment, may at the expense of the Company cause to be mailed
to each Holder entitled to such money notice that (x) such money remains
unclaimed and (y) after a date specified therein, which shall be at least 30
days from the date of such mailing, any unclaimed balance of such money then
remaining will be repaid to the Company.  After payment to the Company, Holders
entitled to money must look to the Company for payment as general creditors.

SECTION 10.4.  Reinstatement.
               -------------

          If the Trustee or any Paying Agent is unable to apply any money in
accordance with Section 10.2 by reason of any legal proceeding or by reason of
any order or judgment of any court or governmental authority enjoining,
restraining or otherwise prohibiting such application, then the Company's
obligations under this Indenture and the Securities shall be revived and
reinstated as though no deposit had occurred pursuant to Section 10.1 until such
time as the Trustee or such Paying Agent is permitted to apply all such money in
accordance with Section 10.2; provided, however, that if the Company has made
any payment of the principal of or interest on any Securities because of the
reinstatement of its obligations, the Company shall be subrogated to the rights
of the Holders of such Securities to receive any such payment from the money
held by the Trustee or such Paying Agent.
<PAGE>

                                      -42-

                                  ARTICLE 11

                      AMENDMENTS, SUPPLEMENTS AND WAIVERS

SECTION 11.1.  Without Consent of Holders.
               --------------------------

          The Company and the Trustee may amend or supplement this Indenture or
the Securities without notice to or consent of any Securityholder:

          (a)  to comply with Sections 4.11 and 7.1;

          (b)  to provide for uncertificated Securities in addition to or in
     place of certificated Securities (provided that the uncertificated
     Securities are issued in registered form for purposes of Section 163(f) of
     the Code, or in a manner such that the uncertificated Securities are
     described in Section 163(f)(2)(B) of the Code);

          (c)  to comply with the provisions of the TIA;

          (d)  to appoint a successor Trustee;

          (e)  to cure any ambiguity, defect or inconsistency; or

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

SECTION 11.2.  With Consent of Holders.
               -----------------------

          The Company and the Trustee may amend or supplement this Indenture or
the Securities with the written consent of the Holders of at least a majority in
aggregate principal amount of the Securities then outstanding.  The Holders of
at least a majority in aggregate principal amount of the Securities then
outstanding may waive compliance in a particular instance by the Company with
any provision of this Indenture or the Securities without notice to any
Securityholder.  However, notwithstanding the foregoing but subject to Section
11.4, without the written consent of each Securityholder affected, an amendment,
supplement or waiver, including a waiver pursuant to Section 8.4, may not:

          (a)  change the stated maturity of the principal of, or interest on,
     any Security;

          (b)  reduce the principal amount of, or any premium or interest on,
     any Security;

          (c)  reduce the amount of principal payable upon acceleration of the
     maturity of any Security;

          (d)  change the place or currency of payment of principal of, or any
     premium or interest on, any Security;

          (e)  impair the right to institute suit for the enforcement of any
     payment on, or with respect to, any Security;
<PAGE>

                                      -43-

          (f)  adversely affect the right of Holders to convert Securities other
     than as provided in or under Article 4 of this Indenture;

          (g)  reduce the percentage of the aggregate principal amount of the
     outstanding Securities whose Holders must consent to a modification or
     amendment of this Indenture; and

          (h)  modify any of the provisions of this Section or Section 8.4,
     except to increase any such percentage or to provide that specified
     additional provisions of this Indenture cannot be modified or waived
     without the consent of the Holder of each outstanding Security affected
     thereby.

          It shall not be necessary for the consent of the Holders under this
Section 11.2 to approve the particular form of any proposed amendment,
supplement or waiver, but it shall be sufficient if such consent approves the
substance thereof.

          After an amendment, supplement or waiver under this Section 11.2
becomes effective, the Company shall mail to the Holders affected thereby a
notice briefly describing the amendment, supplement or waiver.  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 amendment, supplement or
waiver.

SECTION 11.3.  Compliance with Trust Indenture Act.
               -----------------------------------

          Every amendment to or supplement of this Indenture or the Securities
shall comply with the TIA as in effect at the date of such amendment or
supplement.

SECTION 11.4.  Revocation and Effect of Consents.
               ---------------------------------

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

          After an amendment, supplement or waiver becomes effective, it shall
bind every Securityholder, unless it makes a change described in any of clauses
(a) through (i) of Section 11.2.  In that case the amendment, supplement or
waiver shall bind each Holder of a Security who has consented to it and every
subsequent Holder of a Security or portion of a Security that evidences the same
debt as the consenting Holder's Security.

SECTION 11.5.  Notation on or Exchange of Securities.
               -------------------------------------

          If an amendment, supplement or waiver changes the terms of a Security,
the Trustee may require the Holder of the Security to deliver it to the Trustee.
The Trustee may place an appropriate notation on the Security about the changed
terms and return it to the Holder.  Alternatively, if the Company or the Trustee
so determines, the Company in exchange for the Security shall issue and the
Trustee shall authenticate a new Security that reflects the changed terms.
<PAGE>

                                      -44-

SECTION 11.6.  Trustee to Sign Amendments, Etc.
               -------------------------------

          The Trustee shall sign any amendment or supplemental indenture
authorized pursuant to this Article 11 if the amendment or supplemental
indenture does not adversely affect the rights, duties, liabilities or
immunities of the Trustee.  If it does, the Trustee may, in its sole discretion,
but need not sign it.  In signing or refusing to sign such amendment or
supplemental indenture, the Trustee shall be entitled to receive and, subject to
Section 9.1, shall be fully protected in relying upon, an Opinion of Counsel
stating that such amendment or supplemental indenture is authorized or permitted
by this Indenture.  The Company may not sign an amendment or supplemental
indenture until the Board of Directors approves it, which approval shall be
confirmed by an Officers' Certificate of the Company to such effect.

                                  ARTICLE 12


                                 MISCELLANEOUS

SECTION 12.1.  Trust Indenture Act Controls.
               ----------------------------

          If any provision of this Indenture limits, qualifies or conflicts with
the duties imposed by any of Sections 310 to 317, inclusive, of the TIA through
operation of Section 318(c) thereof, such imposed duties shall control.

SECTION 12.2.  Notices.
               -------

          Any notice, request or communication shall be given in writing and
delivered in person or mailed by first-class mail, postage prepaid, addressed as
follows:

          If to the Company:

          Mediacom Communications Corporation
          100 Crystal Run Road
          Middletown, New York 10941
          Attention: Chief Financial Officer

          with a copy to:

          Sonnenschein Nath & Rosenthal
          1221 Avenue of the Americas
          New York, New York  10020
          Attention:  Joseph Schmitt, Esq.

          If to the Trustee:

          The Bank of New York
          101 Barclay Street
          New York, NY  10286
          Attention: Corporate Trust Administration
<PAGE>

                                      -45-

          Such notices or communications shall be effective when received.

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

          Any notice or communication mailed to a Securityholder shall be mailed
by first-class mail to it at its address shown on the register kept by the
Primary Registrar.

          Failure to mail a notice or communication to a Securityholder or any
defect in it shall not affect its sufficiency with respect to other
Securityholders.  If a notice or communication to a Securityholder is mailed in
the manner provided above, it is duly given, whether or not the addressee
receives it.

SECTION 12.3.  Communications by Holders with Other Holders.
               --------------------------------------------

          Securityholders may communicate pursuant to TIA Section 312(b) with
other Securityholders with respect to their rights under this Indenture or the
Securities.  The Company, the Trustee, the Registrar and any other person shall
have the protection of TIA Section 312(c).

SECTION 12.4.  Certificate and Opinion as to Conditions Precedent.
               --------------------------------------------------

          (a)  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
at the request of the Trustee:

          (1)  an Officers' Certificate stating that, in the opinion of the
     signers, all conditions precedent (including any covenants, compliance with
     which constitutes a condition precedent), if any, provided for in this
     Indenture relating to the proposed action have been complied with; and

          (2)  an Opinion of Counsel stating that, in the opinion of such
     counsel, all such conditions precedent (including any covenants, compliance
     with which constitutes a condition precedent) have been complied with.

          (b)  Each Officers' Certificate and Opinion of Counsel with respect to
compliance with a condition or covenant provided for in this Indenture shall
include:

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

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

          (3)  a statement as to whether or not, in the opinion of such person,
     such condition or covenant has been complied with; provided, however, that
     with respect to matters of fact an Opinion of Counsel may rely on an
     Officers' Certificate or certificates of public officials.

SECTION 12.5.  Record Date for Vote or Consent of Securityholders.
               --------------------------------------------------

          The Company (or, in the event deposits have been made pursuant to
Section 10.1, the Trustee) may set a record date for purposes of determining the
identity of Holders entitled to vote or consent to any action
<PAGE>

                                      -46-

by vote or consent authorized or permitted under this Indenture, which record
date shall not be more than thirty (30) days prior to the date of the
commencement of solicitation of such action. Notwithstanding the provisions of
Section 11.4, if a record date is fixed, those persons who were Holders of
Securities at the close of business on such record date (or their duly
designated proxies), and only those persons, shall be entitled to take such
action by vote or consent or to revoke any vote or consent previously given,
whether or not such persons continue to be Holders after such record date.

SECTION 12.6.  Rules by Trustee, Paying Agent, Registrar and Conversion Agent.
               --------------------------------------------------------------

          The Trustee may make reasonable rules (not inconsistent with the terms
of this Indenture) for action by or at a meeting of Holders.  Any Registrar,
Paying Agent or Conversion Agent may make reasonable rules for its functions.

SECTION 12.7.  Legal Holidays.
               --------------

          A "Legal Holiday" is a Saturday, Sunday or a day on which state or
federally chartered banking institutions in New York, New York and the state in
which the Corporate Trust Office is located are not required to be open.  If a
payment date is a Legal Holiday, payment shall be made on the next succeeding
day that is not a Legal Holiday, and no interest shall accrue for the
intervening period.  If a regular record date is a Legal Holiday, the record
shall not be affected.

SECTION 12.8.  Governing Law.
               -------------

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

SECTION 12.9.  No Adverse Interpretation of Other Agreements.
               ---------------------------------------------

          This Indenture may not be used to interpret another indenture, loan or
debt agreement of the Company or a Subsidiary of the Company.  Any such
indenture, loan or debt agreement may not be used to interpret this Indenture.

SECTION 12.10.  No Recourse Against Others.
                --------------------------

          All liability described in paragraph 17 of the Securities of any
director, officer, employee or shareholder, as such, of the Company is waived
and released.

SECTION 12.11.  Successors.
                ----------

          All agreements of the Company in this Indenture and the Securities
shall bind its successor.  All agreements of the Trustee in this Indenture shall
bind its successor.

SECTION 12.12.  Multiple Counterparts.
                ---------------------

          The parties may sign multiple counterparts of this Indenture.  Each
signed counterpart shall be deemed an original, but all of them together
represent the same agreement.
<PAGE>

                                      -47-

SECTION 12.13.  Separability.
                ------------

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

SECTION 12.14.  Table of Contents, Headings, Etc.
                --------------------------------

          The table of contents, cross-reference sheet 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 hereof, and shall in no way
modify or restrict any of the terms or provisions hereof.

                            SIGNATURE PAGE FOLLOWS
<PAGE>

                                      S-1

          IN WITNESS WHEREOF, the parties hereto have hereunto set their hands
as of the date and year first above written.

                              MEDIACOM COMMUNICATIONS CORPORATION

                              By:________________________________
                                 Name:
                                 Title:
<PAGE>

                                      S-2

                              THE BANK OF NEW YORK, as Trustee

                              By:________________________________
                                 Name:
                                 Title:

<PAGE>

                                   EXHIBIT A
                                   ---------

                          [FORM OF FACE OF SECURITY]

          UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE
OF THE DEPOSITORY TRUST COMPANY 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 THE DEPOSITORY TRUST COMPANY (AND ANY PAYMENT HEREON IS MADE
TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY), ANY TRANSFER, PLEDGE OR OTHER
USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE
REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

          THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE
HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A
NOMINEE THEREOF.  THIS SECURITY IS EXCHANGEABLE FOR SECURITIES REGISTERED IN THE
NAME OF A PERSON OTHER THAN THE DEPOSITARY OR ITS NOMINEE ONLY IN THE LIMITED
CIRCUMSTANCES DESCRIBED IN THE INDENTURE AND, UNLESS AND UNTIL IT IS EXCHANGED
IN WHOLE OR IN PART FOR SECURITIES IN DEFINITIVE FORM, THIS SECURITY 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./1/






______________________________________
/1/  These paragraphs should be included only if the Security is a Global
     Security.

                                      A-1
<PAGE>

                      MEDIACOM COMMUNICATIONS CORPORATION

                                                             CUSIP: No.58446KAA3

                5.25% CONVERTIBLE SENIOR NOTES DUE JULY 1, 2006

          Mediacom Communications Corporation, a Delaware corporation (the
"Company", which term shall include any successor corporation under the
Indenture referred to on the reverse hereof), promises to pay to CEDE & CO., or
registered assigns, the principal sum of ___________________ DOLLARS
($__________) on July 1, 2006 or such greater or lesser amount as is indicated
on the Schedule of Exchanges of Securities on the other side of this
Security./2/

Interest Payment Dates: January 1 and July 1, beginning January 1, 2002.

Record Dates:  December 15 and June 15.

          This Security is convertible as specified on the other side of this
Security.  Additional provisions of this Security are set forth on the other
side of this Security.

                             SIGNATURE PAGE FOLLOWS



_______________
/2/  This schedule should be included only if the Security is a Global Security.

                                      A-2
<PAGE>

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

                                        MEDIACOM COMMUNICATIONS CORPORATION

                                        By: __________________________________
                                            Name:
                                            Title:



                                        By: __________________________________
                                            Name:
                                            Title:


Dated:

Trustee's Certificate of Authentication:
This is one of the Securities referred
to in the within-mentioned Indenture.

THE BANK OF NEW YORK, as Trustee

By: ___________________________________
    Authorized Signatory

                                      A-3
<PAGE>

                      [FORM OF REVERSE SIDE OF SECURITY]


                      MEDIACOM COMMUNICATIONS CORPORATION
                5.25% CONVERTIBLE SENIOR NOTES DUE JULY 1, 2006

1.   Interest
     --------

          Mediacom Communications Corporation, a Delaware corporation (the
"Company", which term shall include any successor corporation under the
Indenture hereinafter referred to), promises to pay interest on the principal
amount of this Security at the rate of 5.25% per annum.  The Company shall pay
interest semiannually on January 1 and July 1 of each year, commencing January
1, 2002.  Interest on the Securities shall accrue from the most recent date to
which interest has been paid or, if no interest has been paid, from June 27,
2001; provided, however, that if there is not an existing Default in the payment
of interest and if this Security is authenticated between a record date referred
to on the face hereof and the next succeeding interest payment date, interest
shall accrue from such interest payment date.  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 this Security (except defaulted
interest) to the person who is the Holder of this Security at the close of
business on December 15 or June 15, as the case may be, next preceding the
related interest payment date.  The Holder must surrender this Security to a
Paying Agent to collect payment of principal.  The Company will pay principal
and interest in money of the United States that at the time of payment is legal
tender for payment of public and private debts.  The Company may, however, pay
principal and interest in respect of any Certificated Security by check or wire
payable in such money; provided, however, that a Holder with an aggregate
principal amount in excess of $2,000,000 will be paid by wire transfer in
immediately available funds at the election of such Holder.  The Company may
mail an interest check to the Holder's registered address.  Notwithstanding the
foregoing, so long as this Security is registered in the name of a Depositary or
its nominee, all payments hereon shall be made by wire transfer of immediately
available funds to the account of the Depositary or its nominee.

3.   Paying Agent, Registrar and Conversion Agent
     --------------------------------------------

          Initially, The Bank of New York (the "Trustee", which term shall
include any successor trustee under the Indenture hereinafter referred to) will
act as Paying Agent, Registrar and Conversion Agent.  The Company may change any
Paying Agent, Registrar or Conversion Agent without notice to the Holder.  The
Company or any of its Subsidiaries may, subject to certain limitations set forth
in the Indenture, act as Paying Agent.

4.   Indenture, Limitations
     ----------------------

          This Security is one of a duly authorized issue of Securities of the
Company designated as its 5.25% Convertible Senior Notes Due July 1, 2006 (the
"Securities"), issued under an Indenture dated as of June 27, 2001 (together
with any supplemental indentures thereto, the "Indenture"), between the Company
and the Trustee.  Capitalized terms herein are used as defined in the Indenture
unless otherwise defined herein.  The terms of this Security include those
stated in the Indenture and those required by or made part of the Indenture by
reference to the Trust Indenture Act of 1939, as amended, as in effect on the
date of the Indenture.  This Security is subject to all such terms, and the
Holder of this Security is referred to the Indenture and said Act for a
statement of them.  The Securities are unsecured and unsubordinated obligations
of the Company limited to

                                      A-4
<PAGE>

$172,500,000 aggregate principal amount, subject to Section 2.7 of the
Indenture. The Indenture does not limit other debt of the Company, secured or
unsecured.

5.   Optional Redemption
     -------------------

          The Securities are subject to redemption, at any time on or after July
5, 2004, on at least 20 days and no more than 60 days notice, in whole or in
part, at the election of the Company.  The Redemption Prices (expressed as
percentages of the principal amount) are as follows for Securities redeemed
during the periods set forth below:

Period                                                         Redemption Price
------                                                         ----------------

Beginning on July 5, 2004 and ending on June 30, 2005.....              101.313%
Beginning on July 1, 2005 and thereafter..................               100.00%

in each case together with accrued interest up to but not including the
Redemption Date.

6.   Notice of Redemption
     --------------------

          Notice of redemption will be mailed by first-class mail at least 20
days but not more than 60 days before the Redemption Date to each Holder of
Securities to be redeemed at its registered address.  Securities in
denominations larger than $1,000 may be redeemed in part, but only in whole
multiples of $1,000.  On and after the Redemption Date, subject to the deposit
with the Paying Agent of funds sufficient to pay the Redemption Price plus
accrued interest, if any, accrued to, but excluding, the Redemption Date,
interest shall cease to accrue on Securities or portions of them called for
redemption.

7.   Purchase of Securities at Option of Holder Upon a Change in Control
     -------------------------------------------------------------------

          At the option of the Holder and subject to the terms and conditions of
the Indenture, the Company shall become obligated to purchase all or any part
specified by the Holder (so long as the principal amount of such part is $1,000
or an integral multiple of $1,000 in excess thereof) of the Securities held by
such Holder on the date that is 30 Business Days after the occurrence of a
Change in Control, at a purchase price equal to 100% of the principal amount
thereof together with accrued interest up to, but excluding, the Change in
Control Purchase Date.  The Holder shall have the right to withdraw any Change
in Control Purchase Notice (in whole or in a portion thereof that is $1,000 or
an integral multiple of $1,000 in excess thereof) at any time prior to the close
of business on the Business Day next preceding the Change in Control Purchase
Date by delivering a written notice of withdrawal to the Paying Agent in
accordance with the terms of the Indenture.

8.   Conversion
     ----------

          A Holder of a Security may convert the principal amount of such
Security (or any portion thereof equal to $1,000 or any integral multiple of
$1,000 in excess thereof) into shares of Common Stock at any time prior to the
close of business on July 1, 2006; provided, however, that if the Security is
called for redemption or subject to purchase upon a Change in Control, the
conversion right will terminate at the close of business on the Business Day
immediately preceding the Redemption Date or the Change in Control Purchase
Date, as the case may be, for such Security or such earlier date as the Holder
presents such Security for redemption or purchase (unless the Company shall
default in making the redemption payment or Change in Control Purchase Price, as
the case may be, when due, in which case the conversion right shall terminate at
the close of business on the date such default is cured and such Security is
redeemed or purchased).  The initial Conversion Price is $18.7206 per share,
subject to adjustment under certain circumstances.  The number of shares of
Common Stock issuable upon conversion of a Security is determined by dividing
the principal amount of the Security or portion thereof converted by the
Conversion Price in effect on the Conversion Date.  No fractional shares will be
issued upon

                                      A-5
<PAGE>

conversion; in lieu thereof, an amount will be paid in cash based upon the
Closing Price (as defined in the Indenture) of the Common Stock on the Trading
Day immediately prior to the Conversion Date. To convert a Security, a Holder
must (a) complete and manually sign the conversion notice set forth below and
deliver such notice to a Conversion Agent, (b) surrender the Security to a
Conversion Agent, (c) furnish appropriate endorsements and transfer documents if
required by a Registrar or a Conversion Agent, and (d) pay any transfer or
similar tax, if required. Securities so surrendered for conversion (in whole or
in part) during the period from the close of business on any regular record date
to the opening of business on the next succeeding interest payment date
(excluding Securities or portions thereof called for redemption or subject to
purchase upon a Change in Control on a Redemption Date or Change in Control
Purchase Date, as the case may be, during the period beginning at the close of
business on a regular record date and ending at the opening of business on the
first Business Day after the next succeeding interest payment date, or if such
interest payment date is not a Business Day, the second such Business Day) shall
also be accompanied by payment in funds acceptable to the Company of an amount
equal to the interest payable on such interest payment date on the principal
amount of such Security then being converted, and such interest shall be payable
to such registered Holder notwithstanding the conversion of such Security,
subject to the provisions of this Indenture relating to the payment of defaulted
interest by the Company. If the Company defaults in the payment of interest
payable on such interest payment date, the Company shall promptly repay such
funds to such Holder. A Holder may convert a portion of a Security equal to
$1,000 or any integral multiple thereof. A Security in respect of which a Holder
had delivered a Change in Control Purchase Notice exercising the option of such
Holder to require the Company to purchase such Security may be converted only if
the Change in Control Purchase Notice is withdrawn in accordance with the terms
of the Indenture.

9.   Conversion Arrangement on Call for Redemption
     ---------------------------------------------

          Any Securities called for redemption, unless surrendered for
conversion before the close of business on the Business Day immediately
preceding the Redemption Date, may be deemed to be purchased from the Holders of
such Securities at an amount not less than the Redemption Price, together with
accrued interest, if any, to, but not including, the Redemption Date, by one or
more investment bankers or other purchasers who may agree with the Company to
purchase such Securities from the Holders, to convert them into Common Stock of
the Company and to make payment for such Securities to the Paying Agent in trust
for such Holders.

10.  Denominations, Transfer, Exchange
     ---------------------------------

          The Securities are in registered form without coupons in denominations
of $1,000 and integral multiples of $1,000.  A Holder may register the transfer
of or exchange Securities in accordance with the Indenture.  The Registrar may
require a Holder, among other things, to furnish appropriate endorsements and
transfer documents and to pay any taxes or other governmental charges that may
be imposed in relation thereto by law or permitted by the Indenture.

11.  Persons Deemed Owners
     ---------------------

          The Holder of a Security may be treated as the owner of it for all
purposes.

12.  Unclaimed Money
     ---------------

          If money for the payment of principal or interest remains unclaimed
for two years, the Trustee or Paying Agent will pay the money back to the
Company at its written request.  After that, Holders entitled to money must look
to the Company for payment.

                                      A-6
<PAGE>

13.  Amendment, Supplement and Waiver
     --------------------------------

          Subject to certain exceptions, the Indenture or the Securities may be
amended or supplemented with the consent of the Holders of at least a majority
in principal amount of the Securities then outstanding, and an existing Default
or Event of Default and its consequence or compliance with any provision of the
Indenture or the Securities may be waived in a particular instance with the
consent of the Holders of a majority in principal amount of the Securities then
outstanding.  Without the consent of or notice to any Holder, the Company and
the Trustee may amend or supplement the Indenture or the Securities to, among
other things, cure any ambiguity, defect or inconsistency or make any other
change that does not adversely affect the rights of any Holder.

14.  Successor Corporation
     ---------------------

          When a successor corporation assumes all the obligations of its
predecessor under the Securities and the Indenture in accordance with the terms
and conditions of the Indenture, the predecessor corporation will (except in
certain circumstances specified in the Indenture) be released from those
obligations.

15.  Defaults and Remedies
     ---------------------

          Under the Indenture, an Event of Default includes: (i) default for 30
days in payment of any interest on any Securities; (ii) default in payment of
any principal (including, without limitation, any premium, if any) on the
Securities when due (whether at maturity, upon redemption, on a Change in
Control Purchase Date or otherwise); (iii) failure by the Company for 60 days
after notice to it to comply with any of its other agreements contained in the
Indenture or the Securities; (iv) failure by the Company to give notice to the
Trustee and Holders of a Change in Control in accordance with the Indenture; and
(v) certain events of bankruptcy, insolvency or reorganization of the Company.
If an Event of Default (other than as a result of certain events of bankruptcy,
insolvency or reorganization of the Company) occurs and is continuing, the
Trustee or the Holders of at least 25% in principal amount of the Securities
then outstanding may declare all unpaid principal to the date of acceleration on
the Securities then outstanding to be due and payable immediately, all as and to
the extent provided in the Indenture.  If an Event of Default occurs as a result
of certain events of bankruptcy, insolvency or reorganization of the Company,
unpaid principal of the Securities then outstanding shall become due and payable
immediately without any declaration or other act on the part of the Trustee or
any Holder, all as and to the extent provided in the Indenture.  Holders may not
enforce the Indenture or the Securities except as provided in the Indenture.
The Trustee may require indemnity satisfactory to it before it enforces the
Indenture or the Securities.  Subject to certain limitations, Holders of a
majority in principal amount of the Securities then outstanding may direct the
Trustee in its exercise of any trust or power.  The Trustee may withhold from
Holders notice of any continuing Default (except a Default in payment of
principal or interest) if it determines that withholding notice is in their
interests.  The Company is required to file periodic reports with the Trustee as
to the absence of Default.

16.  Trustee Dealings with the Company
     ---------------------------------

          The Bank of New York, the Trustee under the Indenture, in its
individual or any other capacity, may make loans to, accept deposits from and
perform services for the Company or an Affiliate of the Company, and may
otherwise deal with the Company or an Affiliate of the Company, as if it were
not the Trustee.

17.  No Recourse Against Others
     --------------------------

          A director, officer, employee or shareholder, as such, of the Company
shall not have any liability for any obligations of the Company under the
Securities or the Indenture nor for any claim based on, in respect of or by
reason of such obligations or their creation.  The Holder of this Security by
accepting this Security waives and releases all such liability.  The waiver and
release are part of the consideration for the issuance of this Security.

                                      A-7

<PAGE>

18.  Authentication
     --------------

          This Security shall not be valid until the Trustee or an
authenticating agent manually signs the certificate of authentication on the
other side of this Security.

19.  Abbreviations and Definitions
     -----------------------------

          Customary abbreviations may be used in the name of the Holder or an
assignee, such as: TEN COM (= tenants in common), TEN ENT (= tenants by the
entireties), JT TEN (= joint tenants with right of survivorship and not as
tenants in common), CUST (= Custodian) and UGMA (= Uniform Gifts to Minors Act).
All terms defined in the Indenture and used in this Security but not
specifically defined herein are defined in the Indenture and are used herein as
so defined.

20.  Indenture to Control; Governing Law
     -----------------------------------

          In the case of any conflict between the provisions of this Security
and the Indenture, the provisions of the Indenture shall control.  This Security
shall be governed by, and construed in accordance with, the laws of the State of
New York, without regard to principles of conflicts of law.

          The Company will furnish to any Holder, upon written request and
without charge, a copy of the Indenture.  Requests may be made to: Mediacom
Communications Corporation, 100 Crystal Run Road, Middletown, New York 10941,
Attention: Chief Financial Officer.

                                      A-8
<PAGE>

                                ASSIGNMENT FORM
                                ---------------

          To assign this Security, fill in the form below:

          I or we assign and transfer this Security to

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

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

________________________________________________________________________________

agent to transfer this Security on the books of the Company.  The agent may
substitute another to act for him or her.

                                        Your Signature:

Date:___________________________        ________________________________________
                                        (Sign exactly as your name appears on
                                        the other side of this Security)

*Signature guaranteed by:

By:__________________________________

     *    Signature(s) must be guaranteed by a qualified guarantor institution
          with membership in an approved signature guarantee program pursuant to
          Rule 17Ad-15 under the Securities Exchange Act of 1934.
<PAGE>

                               CONVERSION NOTICE
                               -----------------

          To convert this Security into Common Stock of the Company, check the
box:

          To convert only part of this Security, state the principal amount to
be converted (must be $1,000 or a multiple of $1,000): $____________.

          If you want the stock certificate made out in another person's name,
fill in the form below:


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

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

                                        Your Signature:

Date:_____________________________      ________________________________________
                                        (Sign exactly as your name appears on
                                        the other side of this Security)

*Signature guaranteed by:

By:__________________________________

     *    Signature(s) must be guaranteed by a qualified guarantor institution
          with membership in an approved signature guarantee program pursuant to
          Rule 17Ad-15 under the Securities Exchange Act of 1934.
<PAGE>

                          OPTION TO ELECT REPURCHASE
                           UPON A CHANGE IN CONTROL
                           ------------------------

To:  Mediacom Communications Corporation

          The undersigned registered owner of this Security hereby irrevocably
acknowledges receipt of a notice from Mediacom Communications Corporation (the
"Company") as to the occurrence of a Change in Control with respect to the
Company and requests and instructs the Company to redeem the entire principal
amount of this Security, or the portion thereof (which is $1,000 or an integral
multiple thereof) below designated, in accordance with the terms of the
Indenture referred to in this Security at the Change in Control Purchase Price,
together with accrued interest to, but excluding, such date, to the registered
Holder hereof.

Date:_________________________          ________________________________________
                                        Signature(s)

                                        Signature(s) must be guaranteed by a
                                        qualified guarantor institution with
                                        membership in an approved signature
                                        guarantee program pursuant to Rule 17Ad-
                                        15 under the Securities Exchange Act of
                                        1934.

                                        ________________________________________
                                        Signature Guaranty

Principal amount to be redeemed(in
an integral multiple of $1,000, if
less than all):

____________________________________

NOTICE: The signature to the foregoing Election must correspond to the Name as
        written upon the face of this Security in every particular, without
        alteration or any change whatsoever.
<PAGE>

                     SCHEDULE OF EXCHANGES OF SECURITIES/3/
                     -----------------------------------



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

          The following exchanges, redemptions, repurchases or conversions of a
part of this global Security have been made:

<TABLE>
<CAPTION>
 Principal Amount of this
 Global Security Follow-                                          Amount of Decrease in         Amount of Increase in
 ing Such Decrease Date            Authorized Signatory of       Principal Amount of this     Principal Amount of this
 of Exchange (or Increase)          Securities Custodian             Global Security               Global Security
---------------------------       -------------------------     --------------------------   --------------------------
<S>                               <C>                           <C>                          <C>
</TABLE>

________________________________
/3/  This schedule should be included only if the Security is a Global Security.