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                                                                    Exhibit 4.13

                            COX COMMUNICATIONS, INC.



                              THE BANK OF NEW YORK,



                                   as Trustee

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



                          FOURTH SUPPLEMENTAL INDENTURE



                          Dated as of February 23, 2001

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

                            Supplemental to Indenture

                            Dated as of June 27, 1995

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

                 Creating a series of Debt Securities designated

                        Convertible Senior Notes due 2021




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                  FOURTH SUPPLEMENTAL INDENTURE, dated as of the 23rd day of
February, 2001 between COX COMMUNICATIONS, INC., a corporation existing under
the laws of the State of Delaware, having its principal executive office located
at 1400 Lake Hearn Drive, NE, Atlanta, Georgia 30319 (the "Company"), and THE
BANK OF NEW YORK, a New York banking corporation, having its Corporate Trust
Office located at 101 Barclay Street, Floor 21 West, New York, New York 10286,
as trustee (the "Trustee");

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

                  WHEREAS, the Company, in the exercise of the power and
authority conferred upon and reserved to it under the provisions of the Original
Indenture and pursuant to appropriate resolutions of the Executive Committee of
the Board of Directors, has duly determined to make, execute and deliver to the
Trustee this Supplemental Indenture to the Original Indenture in order to
establish the form and terms of, and to provide for the creation and issuance
of, a new series of Debt Securities designated as its "Convertible Senior Notes
due 2021" in the aggregate Principal Amount at Maturity (as defined herein) of
up to $793,000,000;

                  WHEREAS, Section 9.01 of the Original Indenture provides,
among other things, that the Company, when authorized by Board Resolution, and
the Trustee, at any time and from time to time, without the consent of any
Holders, may enter into an indenture supplemental to the Original Indenture (a)
to establish the form or terms of Debt Securities of any series as permitted by
Sections 2.01 and 2.03 of the Original Indenture and (b) to cure any ambiguity
or to correct or supplement any provision in the Original Indenture which may be
defective or inconsistent with any other provision of the Original Indenture, or
to make any other change that does not adversely affect the rights of any
Holders of Debt Securities of any series or any related coupon;

                  WHEREAS, all things necessary to make the Convertible Senior
Notes due 2021, when executed by the Company and authenticated and delivered by
the Trustee or any Authenticating Agent and issued upon the terms and subject to
the conditions hereinafter and in the Original Indenture set forth against
payment therefor, the valid, binding and legal obligations of the Company and to
make this Supplemental Indenture a valid, binding and legal agreement of the
Company, have been done;

                  NOW, THEREFORE, THIS FOURTH SUPPLEMENTAL INDENTURE WITNESSETH
that, in order to establish the form and terms of the series of Debt Securities
designated as the "Convertible Senior Notes due 2021" and for and in
consideration of the premises and of the covenants contained in the Original
Indenture and in this Supplemental Indenture and for other good and valuable
consideration the receipt and sufficiency of which are hereby acknowledged, it
is mutually covenanted and agreed, for the equal and proportionate benefit of
all Holders, as follows:



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                                   ARTICLE 1

             DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION

SECTION 101       Definitions.

                  For all purposes of the Original Indenture and this
Supplemental Indenture relating to the series of Debt Securities (consisting of
Notes) created hereby, except as otherwise expressly provided or unless the
context otherwise requires, the terms defined in this Article have the meanings
assigned to them in this Article. Each capitalized term that is used in the
Original Indenture and this Supplemental Indenture but not defined herein shall
have the meaning specified in the Original Indenture.

                  "Agent Members" has the meaning specified in Section
207(e)(v).

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

                  "Average Sale Price" has the meaning specified in Section 301.

                  "Business Day" means any day other than a Saturday, a Sunday
or a day on which banking institutions or trust companies in The City of New
York are authorized or required by law, regulation or executive order to close.

                  "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,
including any preferred stock, but excluding any debt securities convertible
into such equity.

                  "cash" means U.S. legal tender.

                  "Certificated Notes" means Notes that are in the form of the
Note attached hereto as Exhibit A-2.

                  "Class A Common Stock" means shares of Class A common stock,
par value $1.00 per share, of the Company as it exists on the date of this
Supplemental Indenture or any other shares of Capital Stock of the Company into
which the Class A Common Stock shall be reclassified or changed.

                  "Clearstream" means Clearstream Banking, societe anonyme
(formerly Cedelbank).

                  "Company Notice" has the meaning specified in Section 501(d).

                  "Company Notice Date" has the meaning specified in Section
501(d).

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                  "Conversion Agent" means the Trustee or such other office or
agency designated by the Company where Notes may be presented for conversion.

                  "Conversion Date" has the meaning specified in Section 302.

                  "Conversion Rate" has the meaning specified in Section 301.

                  "Debt Securities" has the meaning specified in the first
recital hereof.

                  "Defaulted Interest" has the meaning specified in Section
402(b).

                  "Depositary" means, with respect to the Notes issuable in
whole or in part in global form, DTC and any nominee thereof, until a successor
shall have been appointed and become such pursuant to the applicable provisions
of the Indenture, and thereafter "Depositary" shall mean or include such
successor and any nominee thereof.

                  "DTC" means The Depository Trust Company.

                  "Euroclear" means the Euroclear System.

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

                  "Ex-Dividend Date" has the meaning specified in Section
308(b).

                  "Ex-Dividend Time" has the meaning specified in Section 301.

                  "Extraordinary Cash Dividend" has the meaning specified in
Section 308(a).

                  "Fundamental Change" has the meaning specified in Section
501(d).

                  "Fundamental Change Notice" has the meaning specified in
Section 501(d).

                  "Fundamental Change Notice Date" has the meaning specified in
Section 501(d).

                  "Fundamental Change Repurchase Date" has the meaning specified
in Section 501(d).

                  "Fundamental Change Repurchase Notice" has the meaning
specified in Section 501(d).

                  "Fundamental Change Repurchase Price" has the meaning
specified in Section 501(d).

                  "Global Note" means a Note issued in global form and deposited
with or on behalf of the Depositary.

                  "Holder" and "Noteholder," in the case of any Note, means the
Person in whose name such Note is registered in the Debt Security Register.


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                  "Institutional Accredited Investor" means an institutional
"accredited investor" as defined in Rule 501(a)(1), (2), (3) and (7) under the
Securities Act.

                  "Interest Payment Date" has the meaning specified in Section
204.

                  "Issue Date" means February 23, 2001.

                  "Issue Price" of any Note means, in connection with the
original issuance of such Note, the initial issue price as set forth on the face
of the Note.

                  "Legend" has the meaning specified in Section 205(c).

                  "Market Price" means the average of the Sale Prices of the
Class A Common Stock for the five trading day period ending on the third
Business Day (if the third Business Day prior to the applicable Purchase Date is
a trading day or, if not, then on the last trading day) prior to the applicable
Purchase Date, appropriately adjusted to take into account the occurrence,
during the period commencing on the first of such trading days during such five
trading day period and ending on such Purchase Date, of any event described in
Section 306, 307 or 308 of this Supplemental Indenture; subject, however, to the
conditions set forth in Sections 309 and 310 of this Supplemental Indenture.

                   "Measurement Period" has the meaning specified in Section
308(a).

                  "Notes" means the Convertible Senior Notes due 2021 created
hereby and "Note" means one of them.

                  "Option Exercise Date" has the meaning specified in Section
401.

                  "Original Issue Discount" of any Note means the difference
between the Issue Price and the Principal Amount at Maturity of the Note as set
forth on the face of the Note, which shall accrue as set forth in the form of
Note.

                  "Permitted Holders" has the meaning specified in Section
501(d).

                  "Post-Distribution Price" has the meaning specified in Section
308(b).

                  "Principal Amount at Maturity" of a Note means the principal
amount at maturity as set forth on the face of the Note.

                  "Purchase Agreement" means the Purchase Agreement dated
February 15,  2001,  among the Company and Salomon  Smith  Barney Inc.,  Merrill
Lynch,  Pierce,  Fenner & Smith  Incorporated,  Banc of America  Securities LLC,
Credit Suisse First Boston Corporation,  Morgan Stanley & Co. Incorporated,  ABN
AMRO Rothschild LLC, Fleet Securities,  Inc., J.P. Morgan Securities Inc. and SG
Cowen Securities Corporation.

                  "Purchase Date" has the meaning specified in Section 501(d).

                  "Purchase Notice" has the meaning specified in Section 501(d).


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                  "Purchase Price" has the meaning specified in Section 501(d).

                  "Qualified Institutional Buyer" has the meaning specified in
Rule 144A.

                  "Redemption Date", with respect to any Note or portion thereof
to be redeemed, means the date fixed for redemption in accordance with the terms
of the Notes and Article III of the Indenture.

                  "Redemption Price", with respect to any Note or portion
thereof to be redeemed, means the price at which such Note or portion thereof is
to be redeemed as specified in paragraph 5 of the Notes.

                  "Regular Record Date" means, with respect to the interest
payable on any Interest Payment Date, the close of business on the February 8 or
August 8 (whether or not a Business Day), as the case may be, immediately
preceding such Interest Payment Date.

                  "Regulation S" means Regulation S under the Securities Act.

                  "Regulation S Global Note" means a permanent Global Note in
the form of the Note attached hereto as Exhibit A-1, and that is deposited with
and registered in the name of the Depositary, representing Notes sold in
offshore transactions in reliance on Regulation S under the Securities Act.

                  "Relevant Cash Dividends" has the meaning specified in Section
308(a).

                  "Resale Restriction Termination Date" has the meaning
specified in Section 205(c).

                  "Restated Principal Amount" has the meaning specified in
Section 401.

                  "Restricted Note" means a Note required to bear the
restrictive Legends set forth on the forms of Note attached as Exhibits A-1 and
A-2 to this Supplemental Indenture.

                  "Rights" has the meaning specified in Section 319.

                  "Rights Agreement" has the meaning specified in Section 319.

                  "Rule 144A" means Rule 144A under the Securities Act (or any
successor provision), as it may be amended from time to time.

                  "Rule 144A Information" has the meaning specified in Section
601.

                  "Sale Price" of the Class A Common Stock on any date means the
closing sale price per share (or, if no closing sale price is reported, the
average of the bid and ask prices or, if more than one in either case, the
average of the average bid and average ask prices) on such date as reported in
the composite transactions for the principal United States securities exchange
on which the Class A Common Stock is traded or, if the Class A Common Stock is


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not listed on a United States national or regional securities exchange, as
reported by the National Association of Securities Dealers Automated Quotation
System.

                  "SEC" means the Securities and Exchange Commission.

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

                  "Special Record Date" means, for the payment of any Defaulted
Interest, the date fixed by the Trustee pursuant to Section 402(b).

                  "Stated Maturity," when used with respect to any Note, means
the date specified in such Note as the fixed date on which an amount equal to
the Principal Amount at Maturity of such Note or any installment of interest
thereon is due and payable or, if the Notes have been converted into semi-annual
coupon notes, the date specified in such Note as the fixed date on which the
Restated Principal Amount thereof or any installment of interest thereon is due
and payable.

                  "Supplemental Indenture" means this Fourth Supplemental
Indenture.

                  "Tax Event" means that the Company shall have received an
opinion from independent tax counsel experienced in such matters to the effect
that, on or after February 15, 2001, as a result of (a) any amendment to, or
change (including any announced prospective change) in, the laws (or rules or
regulations thereunder) of the United States or any political subdivision or
taxing authority thereof or therein or (b) any amendment to, or change in, an
interpretation or application of such laws, rules or regulations by any
legislative body, court, governmental agency or regulatory authority, in each
case which amendment or change is enacted, promulgated, issued or announced or
which interpretation is issued or announced or which action is taken, on or
after February 15, 2001, there is more than an insubstantial risk that interest
(including Original Issue Discount) payable on the Notes either (i) would not be
deductible on a current accrual basis or (ii) would not be deductible under any
other method, in either case in whole or in part, by the Company (by reason of
deferral, disallowance, or otherwise) for United States Federal income tax
purposes.

                  "Tax Event Date" has the meaning specified in Section 401.

                  "Time of Determination" has the meaning specified in Section
301.

                  "trading day" means each day on which the securities exchange
or quotation system that is used to determine the Sale Price is open for trading
or quotation.

                  "Uniform Commercial Code" means the New York Uniform
Commercial Code as in effect from time to time.

                  "US Global Note" means a permanent Global Note in the form of
the Note attached hereto as Exhibit A-1, and that is deposited with and
registered in the name of the Depositary, representing Notes sold in reliance on
Rule 144A under the Securities Act.


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SECTION 102 Section References. Each reference to a particular section set
forth in this Supplemental Indenture shall, unless the context otherwise
requires, refer to this Supplemental Indenture.

                                   ARTICLE 2

                                   THE NOTES

         SECTION 201 Title of the Notes. The Debt Securities shall be known and
designated as the "Convertible Senior Notes due 2021" of the Company.

         SECTION 202 Amount. The aggregate Principal Amount at Maturity of Notes
that may be authenticated and delivered under this Supplemental Indenture is
limited to $793,000,000, except for Notes authenticated and delivered upon
registration of transfer of, or exchange for, or in lieu of, other Notes
pursuant to Section 2.07, 2.08, 2.09, 3.06 or 9.04 of the Indenture, upon
repayment in part of any Note pursuant to Article III of the Indenture, and upon
surrender in part of any Note for conversion into Class A Common Stock pursuant
to the terms of the Notes and Article 3 of this Supplemental Indenture. SECTION
203 Stated Maturity. The Stated Maturity of the Notes shall be February 23,
2021.

         SECTION 204 Interest. The Principal Amount at Maturity of the Notes
shall bear cash interest from February 23, 2001 or from the most recent date to
which cash interest has been paid or duly provided for, payable semiannually in
arrears on February 23 and August 23 of each year (each, an "Interest Payment
Date"), commencing August 23, 2001, to the Persons in whose names the Notes (or
one or more Predecessor Securities) are registered at the close of business on
the Regular Record Date for such interest, which shall be the February 8 or
August 8 (whether or not a Business Day), as the case may be, next preceding
such Interest Payment Date.

         Cash interest on the Notes will accrue at the rate of 0.348% per annum
until the Principal Amount at Maturity thereof is paid or made available for
payment, subject to Article 3 hereof.

         SECTION 205 Forms; Denominations. The Notes shall be Registered
Securities. The certificates for the Notes shall be in substantially the forms
attached hereto as Exhibits A-1 and A-2.

         The Notes are being offered and sold by the Company pursuant to the
Purchase Agreement.

         (a) Global Notes. (i) Notes offered and sold in reliance on Rule 144A
as provided in the Purchase Agreement shall be issued initially in the form of
one or more US Global Notes in definitive fully registered form without interest
coupons, deposited on behalf of the subscribers for the Notes represented
thereby with The Bank of New York, at its Corporate Trust Office, as custodian
for the Depositary and registered in the name of DTC or a nominee thereof, duly
executed by the Company and authenticated by the Trustee as provided in the


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Indenture. The aggregate Principal Amount at Maturity of the US Global Notes may
from time to time be increased or decreased by adjustments made on the records
of the Trustee and the Depositary as hereinafter provided.

                  Notes offered and sold in offshore transactions in reliance on
Regulation S as provided in the Purchase Agreement shall be issued initially in
the form of one or more Regulation S Global Notes in definitive fully registered
form without interest coupons, deposited on behalf of the subscribers for the
Notes represented thereby with The Bank of New York, at its Corporate Trust
Office, as custodian for the Depositary, for the accounts of Euroclear and
Clearstream and registered in the name of DTC or a nominee thereof, duly
executed by the Company and authenticated by the Trustee as hereinafter
provided. The aggregate Principal Amount at Maturity of the Regulation S Global
Notes may from time to time be increased or decreased by adjustments made on the
records of the Trustee and the Depositary as hereinafter provided.

                  Each Global Note shall represent such of the Outstanding Notes
as shall be specified therein and each shall provide that it shall represent the
aggregate Principal Amount at Maturity of Outstanding Notes from time to time
endorsed thereon and that the aggregate Principal Amount at Maturity of
Outstanding Notes represented thereby may from time to time be reduced or
increased, as appropriate, to reflect conversions and redemptions.

                  Any adjustment of the aggregate Principal Amount at Maturity
of a Global Note to reflect the amount of any increase or decrease in the
Principal Amount at Maturity of Outstanding Notes represented thereby shall be
made by the Trustee in accordance with instructions given by the Holder thereof
as required by Section 207 hereof and shall be made on the records of the
Trustee and the Depositary.

         (ii) Book-Entry Provisions. This Section 205(a)(ii) shall apply only to
Global Notes.

                  The Company shall execute and the Trustee shall, in accordance
with this Section 205(a)(ii) and Section 2.02 of the Indenture, authenticate and
deliver initially one or more Global Notes that (a) shall be registered in the
name of the Depositary, (b) shall be delivered by the Trustee to the Depositary
or pursuant to the Depositary's instructions and (c) shall bear legends
substantially to the following effect:

                  "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 TO SUCH OTHER ENTITY AS IS REQUESTED BY AN
                  AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (AND
                  ANY PAYMENT HEREON IS MADE TO CEDE & CO.), ANY TRANSFER,


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                  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.

                  TRANSFERS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO
                  TRANSFERS, IN WHOLE BUT NOT IN PART, TO NOMINEES OF THE
                  DEPOSITORY TRUST COMPANY OR TO A SUCCESSOR THEREOF OR SUCH
                  SUCCESSOR'S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL
                  SECURITY SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH
                  THE RESTRICTIONS SET FORTH IN ARTICLE TWO OF THE FOURTH
                  SUPPLEMENTAL INDENTURE REFERRED TO ON THE REVERSE HEREOF."

         (b) Certificated Notes. Except as otherwise set forth in this
Supplemental Indenture, owners of beneficial interests in Global Notes will not
be entitled to receive physical delivery of Certificated Notes. Beneficial
interests in a Global Note transferred in accordance with Section 207(a)(ii) to
an Institutional Accredited Investor who is not a Qualified Institutional Buyer
and beneficial interests in a Global Note transferred to the beneficial holders
thereof pursuant to Section 207(e) will be issued in certificated, registered
form without interest coupons.

         (c) Restrictive Legends. Until the Resale Restriction Termination Date,
all Global Notes and all Certificated Notes shall bear a legend (the "Legend")
in substantially the following form, unless such Notes have been sold pursuant
to a registration statement that has been declared effective under the
Securities Act:

                  THIS SECURITY AND THE SHARES OF CLASS A COMMON STOCK OF COX
                  COMMUNICATIONS, INC. (THE "COMPANY") ISSUABLE UPON CONVERSION
                  OF THIS SECURITY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES
                  ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR ANY STATE
                  SECURITIES LAWS. NEITHER THIS SECURITY, THE SHARES OF CLASS A
                  COMMON STOCK ISSUABLE UPON CONVERSION OF THIS SECURITY NOR ANY
                  INTEREST OR PARTICIPATION HEREIN OR THEREIN MAY BE REOFFERED,
                  RESOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR
                  OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR
                  UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO,
                  REGISTRATION.

                  THE HOLDER OF THIS SECURITY OR ANY BENEFICIAL INTEREST HEREIN
                  WILL BE ABLE TO EXERCISE THE CONVERSION RIGHT ONLY IF THE
                  HOLDER CERTIFIES THAT IT (A) IS A "QUALIFIED INSTITUTIONAL
                  BUYER" (AS DEFINED BELOW) (B) IS AN INSTITUTIONAL ACCREDITED


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                  INVESTOR  (AS DEFINED  BELOW) OR (C) IS NOT A U.S. PERSON (AS
                  DEFINED IN REGULATION S UNDER THE SECURITIES  ACT) AND IS NOT
                  EXERCISING SUCH EXCHANGE RIGHT ON BEHALF OF A U.S. PERSON.

                  BY ITS ACQUISITION HEREOF OR OF A BENEFICIAL INTEREST HEREIN,
                  THE HOLDER AGREES TO OFFER, SELL OR OTHERWISE TRANSFER THIS
                  SECURITY OR ANY BENEFICIAL INTEREST HEREIN PRIOR TO THE DATE
                  (THE "RESALE RESTRICTION TERMINATION DATE"), WHICH IS TWO
                  YEARS AFTER THE LATER OF THE ORIGINAL ISSUE DATE HEREOF AND
                  THE LAST DATE ON WHICH THE COMPANY OR ANY AFFILIATE OF THE
                  COMPANY WAS THE OWNER OF THIS SECURITY OR ANY BENEFICIAL
                  INTEREST HEREIN (OR ANY PREDECESSOR SECURITY) ONLY (A) TO THE
                  COMPANY OR ANY SUBSIDIARY THEREOF, (B) FOR SO LONG AS THE
                  SECURITIES ARE ELIGIBLE FOR RESALE PURSUANT TO RULE 144A, TO A
                  PERSON IT REASONABLY BELIEVES IS A "QUALIFIED INSTITUTIONAL
                  BUYER" AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT THAT
                  PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A
                  "QUALIFIED INSTITUTIONAL BUYER" TO WHICH NOTICE IS GIVEN THAT
                  THE TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (C) TO AN
                  INSTITUTIONAL "ACCREDITED INVESTOR" WITHIN THE MEANING OF
                  SUBPARAGRAPH (A)(1), (2), (3) OR (7) OF RULE 501 UNDER THE
                  SECURITIES ACT THAT IS ACQUIRING THE SECURITY FOR ITS OWN
                  ACCOUNT, OR FOR THE ACCOUNT OF SUCH AN INSTITUTIONAL
                  "ACCREDITED INVESTOR," FOR INVESTMENT PURPOSES AND NOT WITH A
                  VIEW TO, OR FOR OFFER OR SALE IN CONNECTION WITH, ANY
                  DISTRIBUTION IN VIOLATION OF THE SECURITIES ACT, (D) PURSUANT
                  TO A REGISTRATION STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE
                  UNDER THE SECURITIES ACT, (E) OUTSIDE THE UNITED STATES TO
                  NON-U.S. PERSONS IN AN OFFSHORE TRANSACTION IN ACCORDANCE WITH
                  RULE 903 OR 904 OF REGULATION S UNDER THE SECURITIES ACT, OR
                  (F) PURSUANT TO ANY OTHER AVAILABLE EXEMPTION FROM THE
                  REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, INCLUDING
                  UNDER RULE 144, IF AVAILABLE, SUBJECT TO THE COMPANY'S AND THE
                  TRUSTEE'S RIGHT PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER
                  PURSUANT TO CLAUSE (C), (E) OR (F) TO REQUIRE THE DELIVERY OF
                  AN OPINION OF COUNSEL, CERTIFICATION AND/OR OTHER INFORMATION


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                  SATISFACTORY TO EACH OF THEM, AND IN EACH OF THE FOREGOING
                  CASES, A CERTIFICATE OF TRANSFER IN THE FORM APPEARING ON THE
                  OTHER SIDE OF THIS SECURITY IS COMPLETED AND DELIVERED BY THE
                  TRANSFEROR TO THE TRUSTEE. THIS LEGEND WILL BE REMOVED UPON
                  THE REQUEST OF THE HOLDER AFTER THE RESALE RESTRICTION
                  TERMINATION DATE. IN ANY CASE, THE HOLDER HEREOF WILL NOT,
                  DIRECTLY OR INDIRECTLY, ENGAGE IN ANY HEDGING TRANSACTIONS
                  WITH REGARD TO THIS SECURITY OR ANY SHARES OF CLASS A COMMON
                  STOCK ISSUABLE UPON CONVERSION OF THIS SECURITY EXCEPT AS
                  PERMITTED BY THE SECURITIES ACT.

                  Until the Resale Restriction Termination Date, the Company
covenants that any stock certificate representing shares of Class A Common Stock
issued by the Company upon conversion of any Notes will bear a legend in
substantially the following form, unless such shares have been sold pursuant to
a registration statement that has been declared effective under the Securities
Act:

                           THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE
                  SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR
                  ANY STATE SECURITIES LAWS. NEITHER THIS SECURITY NOR ANY
                  INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, RESOLD,
                  ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE
                  DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH
                  TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, REGISTRATION.

                           THE HOLDER OF THIS SECURITY, BY ITS ACCEPTANCE
                  HEREOF, AGREES TO OFFER, SELL OR OTHERWISE TRANSFER SUCH
                  SECURITY PRIOR TO THE DATE (THE "RESALE RESTRICTION
                  TERMINATION DATE") WHICH IS TWO YEARS AFTER THE LATER OF THE
                  ORIGINAL ISSUE DATE OF THE NOTE UPON CONVERSION OF WHICH THIS
                  SECURITY WAS ISSUED BY COX COMMUNICATIONS, INC. (THE
                  "COMPANY") AND THE LAST DATE ON WHICH THE COMPANY OR ANY
                  AFFILIATE OF THE COMPANY WAS THE OWNER OF SUCH NOTE, THIS
                  SECURITY OR ANY BENEFICIAL INTEREST THEREIN OR HEREIN (OR ANY
                  PREDECESSOR OF SUCH SECURITIES) ONLY (A) TO THE COMPANY OR ANY
                  SUBSIDIARY THEREOF, (B) FOR SO LONG AS THE SHARES OF CLASS A
                  COMMON STOCK OF THE COMPANY ("CLASS A COMMON STOCK")
                  REPRESENTED BY THIS SECURITY ARE ELIGIBLE FOR RESALE PURSUANT
                  TO RULE 144A, TO A PERSON IT REASONABLY BELIEVES IS A
                  "QUALIFIED INSTITUTIONAL BUYER" AS DEFINED IN RULE 144A UNDER
                  THE SECURITIES ACT THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR
                  THE ACCOUNT OF A "QUALIFIED INSTITUTIONAL BUYER" TO WHICH


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                  NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON
                  RULE 144A, (C) IF SUCH HOLDER IS A "QUALIFIED INSTITUTIONAL
                  BUYER" OR AN INSTITUTIONAL "ACCREDITED INVESTOR" WITHIN THE
                  MEANING OF SUBPARAGRAPH (A)(1), (2), (3) OR (7) OF RULE 501
                  UNDER THE SECURITIES ACT, TO SUCH AN INSTITUTIONAL "ACCREDITED
                  INVESTOR" THAT IS ACQUIRING THE SECURITY FOR ITS OWN ACCOUNT,
                  OR FOR THE ACCOUNT OF SUCH AN INSTITUTIONAL "ACCREDITED
                  INVESTOR" FOR INVESTMENT PURPOSES AND NOT WITH A VIEW TO, OR
                  FOR OFFER OR SALE IN CONNECTION WITH, ANY DISTRIBUTION IN
                  VIOLATION OF THE SECURITIES ACT, (D) IN AN OFFSHORE
                  TRANSACTION IN ACCORDANCE WITH RULE 904 OF REGULATION S UNDER
                  THE SECURITIES ACT, (E) PURSUANT TO A REGISTRATION STATEMENT
                  WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT OR
                  (F) PURSUANT TO ANY OTHER AVAILABLE EXEMPTION FROM THE
                  REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, INCLUDING
                  UNDER RULE 144, IF AVAILABLE, SUBJECT TO THE RIGHT OF THE
                  COMPANY AND THE TRANSFER AGENT FOR THE CLASS A COMMON STOCK
                  PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER PURSUANT TO CLAUSE
                  (C), (D) OR (F) TO REQUIRE THE DELIVERY OF AN OPINION OF
                  COUNSEL, CERTIFICATION AND/OR OTHER INFORMATION SATISFACTORY
                  TO EACH OF THEM, AND IN EACH OF THE FOREGOING CASES, A
                  CERTIFICATE OF TRANSFER IN THE FORM APPEARING ON THE OTHER
                  SIDE OF THIS SECURITY IS COMPLETED AND DELIVERED BY THE
                  TRANSFEROR TO THE TRANSFER AGENT FOR THE CLASS A COMMON STOCK.
                  THIS LEGEND WILL BE REMOVED UPON THE REQUEST OF THE HOLDER
                  AFTER THE RESALE RESTRICTION TERMINATION DATE. IN ANY CASE,
                  THE HOLDER HEREOF WILL NOT, DIRECTLY OR INDIRECTLY, ENGAGE IN
                  ANY HEDGING TRANSACTIONS WITH REGARD TO THIS SECURITY EXCEPT
                  AS PERMITTED BY THE SECURITIES ACT.

                          (d) U.S. Tax Legend. All Notes shall bear the
                          following legend:

                  THIS SECURITY WAS ISSUED WITH ORIGINAL ISSUE DISCOUNT, FOR
                  PURPOSES OF SECTIONS 1272, 1273 AND 1275 OF THE UNITED STATES
                  INTERNAL REVENUE CODE OF 1986, AS AMENDED, THE ISSUE PRICE OF
                  THIS SECURITY IS $695.03 PER $1,000 OF PRINCIPAL AMOUNT AT
                  MATURITY, THE AMOUNT OF ORIGINAL ISSUE DISCOUNT IS $304.97 PER
                  $1,000 OF PRINCIPAL AMOUNT AT MATURITY, THE ISSUE DATE IS
                  FEBRUARY 23, 2001 AND THE YIELD TO MATURITY IS 2.25%
                  COMPOUNDED SEMI-ANNUALLY.

         SECTION 206 Transfer and Exchange. (a) Notwithstanding any provision to
the contrary herein, so long as a Global Note remains Outstanding and is held by
or on behalf of the Depositary, transfers of a Global Note, in whole or in part,
shall be made only in accordance with Section 207 and this Section 206(a).


                                       12
<PAGE>   14

         (b) Transfers of a Global Note shall be limited to transfers of such
Global Note in whole, or in part, to nominees of the Depositary or to a
successor of the Depositary or such successor's nominee.

         (c) If Notes are issued upon the transfer, exchange or replacement of
Notes subject to restrictions on transfer and bearing the Legend, or if a
request is made to remove the Legend on a Note, the Notes so issued shall bear
the Legend, or the Legend shall not be removed, as the case may be, unless there
is delivered to the Company and the Registrar such satisfactory evidence, which
shall include an Opinion of Counsel, as may be reasonably required by the
Company and the Registrar, that neither the Legend nor the restrictions on
transfer set forth therein are required to ensure that transfers thereof comply
with the provisions of Rule 144A, Rule 144 or Regulation S under the Securities
Act or that such Notes are not "restricted" within the meaning of Rule 144 under
the Securities Act. Upon (i) provision of such satisfactory evidence, or (ii)
notification by the Company to the Trustee and the Registrar of the sale of such
Notes pursuant to a registration statement that is effective at the time of such
sale, the Trustee, at the written direction of the Company, shall authenticate
and deliver a Note that does not bear the Legend. If the Legend is removed from
the face of a Note and the Note is subsequently held by an Affiliate of the
Company, the Legend shall be reinstated.

         The Trustee and the Registrar shall have no obligation or duty to
monitor, determine or inquire as to compliance with any restrictions on transfer
imposed under this Supplemental Indenture or under applicable law with respect
to any transfer of any interest in any Note (including transfers between or
among the Depositary's participants or beneficial owners of interest in any
Global Note) other than to require delivery of such certificates and other
documentation or evidence as are expressly required by, and to do so if and when
expressly required by the terms of, this Supplemental Indenture, and to examine
the same to determine substantial compliance as to form with the express
requirements hereof.

         SECTION 207 Global Notes. (a) Notwithstanding any other provisions of
this Supplemental Indenture or the Notes, (A) transfers of a Global Note, in
whole or in part, shall be made only in accordance with Section 2.07 of the
Indenture and Sections 206 and 207(a)(i), (B) transfer of a beneficial interest
in a Global Note for a Certificated Note shall comply with Section 2.07 of the
Indenture and Section 207(a)(ii) below, and (C) transfers of a Certificated Note
shall comply with Section 2.07 of the Indenture and Section 207(a)(iii) and (iv)
below.

         (i) Transfer of Global Note. A Global Note may not be transferred, in
whole or in part, to any Person other than the Depositary or a nominee thereof,
and no such transfer to any such other Person may be registered; provided that
this clause (i) shall not prohibit any transfer of a Note that is issued in
exchange for a Global Note but is not itself a Global Note. No transfer of a
Note to any Person shall be effective under the Indenture or the Notes unless
and until such Note has been registered in the name of such Person. Nothing in
this Section 207(a)(i) shall prohibit or render ineffective any transfer of a
beneficial interest in a Global Note effected in accordance with the other
provisions of this Section 207(a).

         (ii) Restrictions on Transfer of a Beneficial Interest in a Global Note
for a Certificated Note. A beneficial interest in a Global Note may not be
exchanged for a Certificated Note except upon satisfaction of the requirements
set forth


                                       13
<PAGE>   15

below. Upon receipt by the Trustee of a request for transfer of a beneficial
interest in a Global Note in accordance with Applicable Procedures for a
Certificated Note in the form satisfactory to the Trustee, together with:

         (a)      so long as the Notes are Restricted Securities, certification,
                  in the form set forth in Exhibit B-1, and, if requested by the
                  Company or the Registrar, certification in the form set forth
                  in Exhibit B-2, that such beneficial interest in the Global
                  Note is being transferred to an Institutional Accredited
                  Investor;

         (b)      written instructions to the Trustee to make, or direct the
                  Registrar to make, an adjustment on its books and records with
                  respect to such Global Note to reflect a decrease in the
                  aggregate Principal Amount at Maturity of the Notes
                  represented by the Global Note, such instructions to contain
                  information regarding the Depositary account to be credited
                  with such decrease; and

         (c)      if the Company or Registrar so requests, an opinion of counsel
                  or other evidence reasonably satisfactory to them as to
                  compliance with the restrictions set forth in the Legend,

then the Trustee shall cause, or direct the Registrar to cause, in accordance
with the standing instructions and procedures existing between the Depositary
and the Registrar, the aggregate Principal Amount at Maturity of Notes
represented by the Global Note to be decreased by the aggregate Principal Amount
at Maturity of the Certificated Note to be issued, shall issue such Certificated
Note and shall debit or cause to be debited to the account of the Person
specified in such instructions a beneficial interest in the Global Note equal to
the Principal Amount at Maturity of the Certificated Note so issued.

         (iii)    Transfer and Exchange of Certificated Notes. When Certificated
                  Notes are presented to the Registrar with a request:

                  (x)      to register the transfer of such Certificated Notes;
                           or

                  (y)      to exchange such Certificated Notes for an equal
                           Principal Amount at Maturity of Certificated Notes of
                           other authorized denominations,

the Registrar shall register the transfer or make the exchange as requested if
its reasonable requirements for such transaction are met; provided, however,
that the Certificated Notes surrendered for transfer or exchange:

                  (a)      shall be duly endorsed or accompanied by a written
                           instrument of transfer in form reasonably
                           satisfactory to the Company and the Registrar, duly
                           executed by the Holder thereof or his attorney duly
                           authorized in writing; and

                  (b)      so long as such Notes are Restricted Notes, such
                           Notes are being transferred or exchanged pursuant to
                           clause (A), (B) or (C) below, and are accompanied by
                           the following additional information and documents,
                           as applicable:


                                       14
<PAGE>   16

                  (A)      if such Certificated Notes are being delivered to the
                           Registrar by a Holder for registration in the name of
                           such Holder, without transfer, a certification from
                           such Holder to that effect; or

                  (B)      if such Certificated Notes are being transferred to
                           the Company, a certification to that effect; or

                  (C)      if such Certificated Notes are being transferred
                           pursuant to an exemption from registration, (i) a
                           certification to that effect (in the form set forth
                           in Exhibit B-1 and B-2, if applicable) and (ii) if
                           the Company or Registrar so requests, an Opinion of
                           Counsel or other evidence reasonably satisfactory to
                           them as to the compliance with the restrictions set
                           forth in the Legend.

         (iv)     Restrictions on Transfer of a Certificated Note for a
                  Beneficial Interest in a Global Note. A Certificated Note may
                  not be exchanged for a beneficial interest in a Global Note
                  except upon satisfaction of the requirements set forth below.

         Upon receipt by the Trustee of a Certificated Note, duly endorsed or
         accompanied by appropriate instruments of transfer, in form
         satisfactory to the Trustee, together with:

                  (a)      so long as the Notes are Restricted Notes,
                           certification, in the form set forth in Exhibit B-1,
                           that such Certificated Note is being transferred to a
                           Qualified Institutional Buyer in accordance with Rule
                           144A; and

         (b) written instructions directing the Trustee to make, or to direct
the Registrar to make, an adjustment on its books and records with respect to
such Global Note to reflect an increase in the aggregate Principal Amount at
Maturity of the Notes represented by the Global Note, such instructions to
contain information regarding the Depositary account to be credited with such
increase,

         then the Trustee shall cancel such Certificated Note and cause, or
         direct the Registrar to cause, in accordance with the standing
         instructions and procedures existing between the Depositary and the
         Registrar, the aggregate Principal Amount at Maturity of Notes
         represented by the Global Note to be increased by the aggregate
         Principal Amount at Maturity of the Certificated Note to be exchanged,
         and shall credit or cause to be credited to the account of the Person
         specified in such instructions a beneficial interest in the Global Note
         equal to the Principal Amount at Maturity of the Certificated Note so
         cancelled. If no Global Notes are then outstanding, the Company shall
         issue and the Trustee shall authenticate, upon receipt of a Company
         Order, a new Global Note in the appropriate Principal Amount at
         Maturity.

         (b) Subject to the succeeding paragraph, every Note shall be subject to
the restrictions on transfer provided in the Legend including the delivery of an
Opinion of Counsel, if so provided. Whenever any Restricted Note is presented or
surrendered for registration of transfer or for exchange for a Note registered


                                       15
<PAGE>   17

in a name other than that of the Holder, such Note must be accompanied by a
certificate in substantially the form set forth in Exhibit B-1, dated the date
of such surrender and signed by the Holder of such Note, as to compliance with
such restrictions on transfer. The Registrar shall not be required to accept for
such registration of transfer or exchange any Note not so accompanied by a
properly completed certificate.

         (c) The restrictions imposed by the Legend upon the transferability of
any Note shall cease and terminate when such Note has been sold pursuant to an
effective registration statement under the Securities Act or transferred in
compliance with Rule 144 under the Securities Act (or any successor provision
thereto) or, if earlier, upon the expiration of the holding period applicable to
sales thereof under Rule 144(k) under the Securities Act (or any successor
provision). Any Note as to which such restrictions on transfer shall have
expired in accordance with their terms or shall have terminated may, upon a
surrender of such Note for exchange to the Registrar in accordance with the
provisions of this Section 207 (accompanied, in the event that such restrictions
on transfer have terminated by reason of a transfer in compliance with Rule 144
or any successor provision, by an Opinion of Counsel having substantial
experience in practice under the Securities Act and otherwise reasonably
acceptable to the Company, addressed to the Company, the Trustee and the
Registrar and in form acceptable to the Company, to the effect that the transfer
of such Note has been made in compliance with Rule 144 or such successor
provision), be exchanged for a new Note, of like tenor and aggregate Principal
Amount at Maturity, which shall not bear the restrictive Legend. The Company
shall inform the Trustee of the effective date of any registration statement
registering the Notes under the Securities Act. The Trustee shall not be liable
for any action taken or omitted to be taken by it in good faith in accordance
with the aforementioned Opinion of Counsel.

         (d) As used in the preceding two paragraphs of this Section 207, the
term "transfer" encompasses any sale, pledge, transfer, hypothecation or other
disposition of any Note.

         (e) The provisions of clauses (i), (ii), (iii), (iv), and (v) below
shall apply only to Global Notes:

         (i) Notwithstanding any other provisions of the Indenture or the Notes,
except as provided in Section 207(a)(ii), a Global Note shall not be exchanged
in whole or in part for a Note registered in the name of any Person other than
the Depositary or one or more nominees thereof, provided that a Global Note may
be exchanged for Notes registered in the names of any person designated by the
Depositary in the event that (i) the Depositary has notified the Company that it
is unwilling or unable to continue as depositary for such Global Note or the
Depositary has ceased to be a "clearing agency" registered under the Exchange
Act, and a successor Depositary is not appointed by the Company within 90 days
or (ii) an Event of Default has occurred and is continuing with respect to the
Notes. Any Global Note exchanged pursuant to clause (i) above shall be so
exchanged in whole and not in part, and any Global Note exchanged pursuant to
clause (ii) above may be exchanged in whole or from time to time in part as
directed by the Depositary. In the event that Certificated Notes are issued in
respect of beneficial interests in a Regulation S Global Note at any time prior
to one year after the date of this Supplemental Indenture (other than in a
transaction subject to Rule 144A), the Company shall as promptly as practicable,


                                       16
<PAGE>   18

institute procedures, including appropriate certifications, reasonably designed
to ensure that any transfer of such Certificated Notes prior to the end of such
one year is made only in accordance with the provisions of Regulation S,
pursuant to registration under the Securities Act or pursuant to an exemption
from such registration.

         (ii) Notes issued in exchange for a Global Note or any portion thereof
shall be issued in definitive, fully registered form, without interest coupons,
shall have an aggregate Principal Amount at Maturity equal to that of such
Global Note or portion thereof to be so exchanged, shall be registered in such
names and be in such authorized denominations as the Depositary shall designate
and shall bear the applicable legends provided for herein. Any Global Note to be
exchanged in whole shall be surrendered by the Depositary to the Trustee, as
Registrar. With regard to any Global Note to be exchanged in part, either such
Global Note shall be so surrendered for exchange or, if the Trustee is acting as
custodian for the Depositary or its nominee with respect to such Global Note,
the Principal Amount at Maturity thereof shall be reduced, by an amount equal to
the portion thereof to be so exchanged, by means of an appropriate adjustment
made on the records of the Trustee. Upon any such surrender or adjustment, the
Trustee shall authenticate and deliver the Note issuable on such exchange to or
upon the order of the Depositary or an authorized representative thereof.

         (iii) Subject to the provisions of clause (v) below, the registered
Holder may grant proxies and otherwise authorize any Person, including Agent
Members (as defined below) and persons that may hold interests through Agent
Members, to take any action which a Holder is entitled to take under the
Indenture or the Notes.

         (iv) In the event of the occurrence of any of the events specified in
clause (i) above, the Company will promptly make available to the Trustee a
reasonable supply of Certificated Notes.

         (v) Neither any members of, or participants in, the Depositary
(collectively, the "Agent Members") nor any other Persons on whose behalf Agent
Members may act shall have any rights under the Indenture with respect to any
Global Note registered in the name of the Depositary or any nominee thereof, or
under any such Global Note, and the Depositary or such nominee, as the case may
be, 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 Note for all
purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent
the Company, the Trustee or any agent of the Company or the Trustee from giving
effect to any written certification, proxy or other authorization furnished by
the Depositary or such nominee, as the case may be, or impair, as between the
Depositary, its Agent Members and any other person on whose behalf an Agent
Member may act, the operation of customary practices of such Persons governing
the exercise of the rights of a Holder of any Note.


                                       17
<PAGE>   19

                                    ARTICLE 3

                                   CONVERSION

         SECTION 301 Conversion Privilege. Except as provided in this Article 3,
a Holder of a Note may convert such Note into Class A Common Stock at any time
before the close of business on February 23, 2021. The number of shares of Class
A Common Stock issuable upon conversion of a Note per $1,000 of Principal Amount
at Maturity thereof (the "Conversion Rate") shall be that set forth in paragraph
8 of the Notes, subject to adjustment as herein set forth.

         The Holders' right to convert Notes into shares of Class A Common Stock
is subject to the Company's right to elect instead to pay such Holder the amount
of cash set forth in the next succeeding sentence, in lieu of delivering such
shares of Class A Common Stock; provided, however, that if an Event of Default
(other than a default in a cash payment upon conversion of the Notes) shall have
occurred and be continuing, the Company shall deliver shares of Class A Common
Stock (and cash in lieu of fractional shares of Class A Common Stock) in
accordance with this Article 3, whether or not the Company has delivered a
notice pursuant to Section 3.04 of the Indenture or Section 302 hereof to the
effect that the Notes would be paid in cash. The amount of cash to be paid
pursuant to Section 302 hereof for each $1,000 of Principal Amount at Maturity
of a Note upon conversion shall be equal to the average Sale Price of the Class
A Common Stock for the five consecutive trading days immediately following (i)
the date of the Company's notice of its election to deliver cash upon
conversion, if the Company shall not have given a notice of redemption pursuant
to Section 3.04 of the Indenture, or (ii) the Conversion Date, in the case of a
conversion following such a notice of redemption specifying an intent to deliver
cash upon conversion, in either case multiplied by the Conversion Rate in effect
on such Conversion Date. The Company shall not pay cash in lieu of delivering
shares of Class A Common Stock upon the conversion of any Note pursuant to the
terms of this Article 3 (other than cash in lieu of fractional shares pursuant
to Section 303 hereof) if there has occurred (prior to, on or after, as the case
may be, the Conversion Date or the date on which the Company delivers its notice
of whether such Note shall be converted into shares of Class A Common Stock or
cash pursuant to Section 302 hereof) and is continuing an Event of Default
(other than a default in a cash payment upon conversion of such Notes).

         A Holder may convert a portion of the Principal Amount at Maturity of a
Note if the portion is $1,000 or an integral multiple of $1,000. Provisions of
this Supplemental Indenture that apply to the conversion of all of a Note also
apply to the conversion of a portion of a Note.

         "Average Sale Price" means the average of the Sale Prices of the Class
A Common Stock for the shorter of

         (i)      30 consecutive trading days ending on the last full trading
                  day prior to the Time of Determination with respect to the
                  rights, warrants or options or distribution in respect of
                  which the Average Sale Price is being calculated, or


                                       18
<PAGE>   20

         (ii)     the period (x) commencing on the date next succeeding the
                  first public announcement of (a) the issuance of rights,
                  warrants or options or (b) the distribution, in each case, in
                  respect of which the Average Sale Price is being calculated
                  and (y) proceeding through the last full trading day prior to
                  the Time of Determination with respect to the rights, warrants
                  or options or distribution in respect of which the Average
                  Sale Price is being calculated (excluding days within such
                  period, if any, which are not trading days), or

         (iii)    the period, if any, (x) commencing on the date next succeeding
                  the Ex-Dividend Time with respect to the next preceding (a)
                  issuance of rights, warrants or options or (b) distribution,
                  in each case, for which an adjustment is required by the
                  provisions of Section 306(4), 307 or 308 and (y) proceeding
                  through the last full trading day prior to the Time of
                  Determination with respect to the rights, warrants or options
                  or distribution in respect of which the Average Sale Price is
                  being calculated (excluding days within such period, if any,
                  which are not trading days).

         In the event that the Ex-Dividend Time (or in the case of a
subdivision, combination or reclassification, the effective date with respect
thereto), with respect to a dividend, subdivision, combination or
reclassification to which Section 306(1), (2), (3) or (5) applies, occurs during
the period applicable for calculating "Average Sale Price" pursuant to the
definition in the preceding sentence, "Average Sale Price" shall be calculated
for such period in a manner determined by the Board of Directors to reflect the
impact of such dividend, subdivision, combination or reclassification on the
Sale Price of the Class A Common Stock during such period.

         "Time of Determination" means the time and date of the earlier of (i)
the determination of stockholders entitled to receive rights, warrants or
options or a distribution, in each case, to which Section 307 or 308 applies and
(ii) the time ("Ex-Dividend Time") immediately prior to the commencement of
"ex-dividend" trading for such rights, warrants or options or distribution on
the New York Stock Exchange or such other national or regional exchange or
market on which the Class A Common Stock is then listed or quoted.

         SECTION 302 Conversion Procedure. To convert a Note, a Holder must
satisfy the requirements set forth in paragraph 8 of the Notes. The date on
which the Holder satisfies all those requirements is the conversion date (the
"Conversion Date"). The Conversion Agent shall notify the Company of the
Conversion Date within one Business Day of the Conversion Date. Within two
Business Days following the Conversion Date, the Company shall deliver to the
Holder, through the Conversion Agent, written notice of whether such Note shall
be converted into shares of Class A Common Stock or paid in cash, unless the
Company shall have delivered such notice previously pursuant to Section 3.04 of
the Indenture. If the Company shall have notified the Holder that all of such
Note shall be converted into shares of Class A Common Stock, the Company shall
deliver to the Holder through the Conversion Agent, as promptly as practicable
but in any event no later than the fifth Business Day following the date of the
Company's notice of its election to deliver shares of Class A Common Stock a
certificate for the number of full shares of Class A Common Stock issuable upon
the conversion and cash in lieu of any fractional share determined pursuant to
Section 303 hereof. Except as provided in the last sentence in the second
paragraph of Section 301 hereof, if the Company shall have notified the Holder
that all or a portion of


                                       19
<PAGE>   21

such Note shall be paid in cash, the Company shall deliver to the Holder
surrendering such Note the amount of cash payable with respect to such Note no
later than the tenth Business Day following such Conversion Date, together with
a certificate for the number of full shares of Class A Common Stock issuable
upon the conversion and cash in lieu of any fractional share determined pursuant
to Section 303 hereof. Except as provided in the last sentence in the second
paragraph of Section 301 hereof, the Company may not change its election with
respect to the consideration to be delivered upon conversion of a Note once the
Company has notified the Holder in accordance with this paragraph. If shares of
Class A Common Stock are delivered as consideration, then the Person in whose
name the certificate representing such shares is registered shall be treated as
a stockholder of record on and after the Conversion Date; provided, however,
that no surrender of a Note 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 Class A Common Stock upon such conversion as
the record holder or holders of such shares of Class A Common Stock on such
date, but such surrender shall be effective to constitute the Person or Persons
entitled to receive such shares of Class A 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; such conversion shall be at the
Conversion Rate in effect on the date that such Note shall have been surrendered
for conversion, as if the stock transfer books of the Company had not been
closed. Upon conversion of a Note, such Person shall no longer be a Holder of
such Note and such Note shall be cancelled and no longer Outstanding.

         No payment or adjustment will be made for accrued interest or dividends
on, or other distributions with respect to, any Class A Common Stock except as
provided in this Article 3. On conversion of a Note, that portion of accrued
Original Issue Discount attributable to the period from the Issue Date to, but
excluding, the Conversion Date and (except as provided below) that portion of
accrued cash interest attributable to the period from the last Interest Payment
Date (or, if no Interest Payment Date has occurred, from the Issue Date) to, but
excluding, the Conversion Date (or, if the Company has exercised the option
provided for in Section 401, that portion of accrued interest attributable to
the period from the later of (x) the date of such exercise and (y) the most
recent Interest Payment Date following the date of such exercise to, but
excluding, the Conversion Date) with respect to the converted Note shall not be
cancelled, extinguished or forfeited, but rather shall be deemed to be paid in
full to the Holder thereof through delivery of the Class A Common Stock
(together with the cash payment, if any, in lieu of fractional shares) and/or
cash, if any, in exchange for the Note being converted pursuant to the
provisions hereof; and such cash, if any, and/or the fair market value of such
shares of Class A Common Stock (together with any such cash payment in lieu of
fractional shares) shall be treated as delivered pro rata, to the extent
thereof, first in exchange for Original Issue Discount and cash interest (or
interest, if the Company has exercised its option provided for in Section 401)
accrued to, but excluding, the Conversion Date, and the balance, if any, of such
cash and/or the fair market value of such Class A Common Stock (together with
any such cash payment in lieu of fractional shares) shall be treated as
delivered in exchange for the Issue Price of the Note being converted pursuant
to the provisions hereof. Notwithstanding the foregoing, accrued but unpaid cash
interest will be payable upon conversion of Notes made concurrently with or
after acceleration of Notes following an Event of Default.


                                       20
<PAGE>   22

         If the Holder converts more than one Note at the same time, the number
of shares of Class A Common Stock issuable or cash paid upon the conversion
shall be based on the total Principal Amount at Maturity of the Notes converted.

         Notes surrendered for conversion by a Holder during the period from the
close of business on any Regular Record Date to the opening of business on the
next Interest Payment Date, except for Notes to be redeemed on a date within
this period or on the next Interest Payment Date, must be accompanied by payment
of an amount equal to the interest that the Holder is to receive on the Notes
surrendered for conversion. Except where Notes surrendered for exchange must be
accompanied by payment as described above, the Company will not pay interest on
any Interest Payment Date subsequent to the Conversion Date.

         Upon surrender of a Note that is converted in part, the Company shall
execute, and the Trustee shall authenticate and deliver to the Holder, a new
Note in an authorized denomination equal in Principal Amount at Maturity to the
unconverted portion of the Note surrendered.

         SECTION 303 Fractional Shares. The Company will not issue a fractional
share of Class A Common Stock upon conversion of a Note. Instead, the Company
will deliver cash for the current market value of the fractional share. The
current market value of a fractional share shall be determined, to the nearest
1/1,000th of a share, by multiplying the Sale Price, on the last trading day
prior to the Conversion Date, of a full share by the fractional amount and
rounding the product to the nearest whole cent.

         SECTION 304 Taxes on Conversion. If a Holder converts a Note and the
Company elects to deliver shares of Class A Common Stock upon conversion, the
Company will pay any and all documentary, stamp or similar issue or transfer tax
due on the issue of shares of Class A Common Stock upon the 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 certificates representing the Class A Common Stock
until the Conversion Agent receives a sum that the Company deems to be
sufficient to pay any tax which will be due. Nothing herein shall preclude any
tax withholding required by law or regulations.

         SECTION 305 Company to Provide Stock. The Company shall, prior to
issuance of any Notes under this Article 3, and from time to time as may be
necessary, reserve out of its authorized but unissued Class A Common Stock a
sufficient number of shares of Class A Common Stock to permit the conversion of
the Notes. All Shares of Class A Common Stock delivered upon conversion of the
Notes shall be newly issued shares or treasury shares, shall be duly and validly
issued and fully paid and nonassessable and shall be free from preemptive rights
and free of any lien or adverse claim created by the Company. The Company shall
endeavor promptly to comply with all federal and state securities laws
regulating the offer and delivery of shares of Class A Common Stock upon
conversion of Notes, if any, including the addition of any and all restrictive
legends that are required to appear on the face of the Class A Common Stock, and
shall cause to have listed or quoted such shares of Class A Common Stock on each
United States national securities exchange or in the automated over-the-counter
market in the United States on which the Class A Common Stock is then listed or
quoted.


                                       21
<PAGE>   23

         SECTION 306 Adjustment for Change in Capital Stock. If, after the Issue
Date of the Notes, the Company:

         (1) pays a dividend or makes a distribution on its Class A Common Stock
in shares of Class A Common Stock;

         (2) subdivides its outstanding shares of Class A Common Stock into a
greater number of shares;

         (3) combines its outstanding shares of Class A Common Stock into a
smaller number of shares;

         (4) pays a dividend or makes a distribution on its Class A Common Stock
in shares of its Capital Stock (other than Class A Common Stock or rights,
warrants or options for its Capital Stock); or

         (5) issues by reclassification of its Class A Common Stock any shares
of its Capital Stock (other than rights, warrants or options for its Capital
Stock),

then the conversion privilege and the Conversion Rate in effect immediately
prior to such action shall be adjusted so that the Holder of a Note thereafter
converted may receive the number of shares of Capital Stock of the Company which
such Holder would have owned immediately following such action if such Holder
had converted the Note for Class A Common Stock immediately prior to such
action.

         The adjustment shall become effective immediately after the record date
in the case of a dividend or distribution and immediately after the effective
date in the case of a subdivision, combination or reclassification.

         If after an adjustment a Holder of a Note upon conversion of such Note
may receive shares of two or more classes of Capital Stock of the Company, the
Conversion Rate shall thereafter be subject to adjustment upon the occurrence of
an action taken with respect to any such class of Capital Stock as is
contemplated by this Article 3 with respect to the Class A Common Stock, on
terms comparable to those applicable to Class A Common Stock in this Article 3.

         SECTION 307 Adjustment for Rights Issue. If after the Issue Date of the
Notes, the Company distributes any rights, warrants or options to all holders of
its Common Stock entitling them, for a period expiring within 60 days after the
record date for such distribution, to subscribe for or purchase shares of Class
A Common Stock at a price per share less than the Sale Price of the Class A
Common Stock as of the Time of Determination, the Conversion Rate shall be
adjusted, subject to the provisions of the last paragraph of this Section 307,
in accordance with the formula:

                  R'  =    R x        O + N
                               ------------------------
                                  (O + (N x P)/M)

                  where:


                                       22
<PAGE>   24

                  R' = the adjusted Conversion Rate.

                  R = the current Conversion Rate.

                  O = the number of shares of Class A Common Stock outstanding
                  on the record date for the distribution to which this Section
                  307 is being applied.

                  N = the number of additional shares of Class A Common Stock
                  offered pursuant to the distribution.

                  P = the offering price per share of the additional shares.

                  M = the Average Sale Price, minus, in the case of (i) a
                  distribution to which Section 306(4) applies or (ii) a
                  distribution to which Section 308 applies, for which, in each
                  case, (x) the record date shall occur on or before the record
                  date for the distribution to which this Section 307 applies
                  and (y) the Ex-Dividend Time shall occur on or after the date
                  of the Time of Determination for the distribution to which
                  this Section 307 applies, the fair market value (on the record
                  date for the distribution to which this Section 307 applies)
                  of the

                  (1)      Capital Stock of the Company distributed in respect
                           of each share of Class A Common Stock in such Section
                           306(4) distribution and

                  (2)      assets of the Company or debt securities or any
                           rights, warrants or options to purchase securities of
                           the Company distributed in respect of each share of
                           Class A Common Stock in such Section 308
                           distribution.

         The Board of Directors shall determine fair market values for the
purposes of this Section 307.

         The adjustment shall become effective immediately after the record date
for the determination of shareholders entitled to receive the rights, warrants
or options to which this Section 307 applies. If all of the shares of Class A
Common Stock subject to such rights, warrants or options have not been issued
when such rights, warrants or options expire, then the Conversion Rate shall
promptly be readjusted to the Conversion Rate which would then be in effect had
the adjustment upon the issuance of such rights, warrants or options been made
on the basis of the actual number of shares of Class A Common Stock issued upon
the exercise of such rights, warrants or options.

         No adjustment shall be made under this Section 307 if the application
of the formula stated above in this Section 307 would result in a value of R'
that is equal to or less than the value of R.

         SECTION 308 Adjustment for Other Distributions. (a) If, after the Issue
Date of the Notes, the Company distributes to all holders of its Class A Common
Stock any of its assets excluding distributions of Capital Stock or equity
interests referred to in Section 308(b), or debt securities or any rights,


                                       23
<PAGE>   25

warrants or options to purchase securities of the Company (including securities
or cash, but excluding (x) distributions of Capital Stock referred to in Section
306 and distributions of rights, warrants or options referred to in Section 307
and (y) cash dividends or other cash distributions that are paid out of
consolidated current net earnings or earnings retained in the business as shown
on the books of the Company unless such cash dividends or other cash
distributions are Extraordinary Cash Dividends) the Conversion Rate shall be
adjusted, subject to the provisions of Section 308(c), in accordance with the
formula:

                           R'  =    R x M

                                    M - F

where:

                  R' = the adjusted Conversion Rate.

                  R = the current Conversion Rate.

                  M = the Average Sale Price, minus, in the case of a
                  distribution to which Section 306(4) applies, for which (i)
                  the record date shall occur on or before the record date for
                  the distribution to which this Section 308(a) applies and (ii)
                  the Ex-Dividend Time shall occur on or after the date of the
                  Time of Determination for the distribution to which this
                  Section 308(a) applies, the fair market value (on the record
                  date for the distribution to which this Section 308(a)
                  applies) of any Capital Stock of the Company distributed in
                  respect of each share of Class A Common Stock in such Section
                  306(4) distribution.

                  F = the fair market value (on the record date for the
                  distribution to which this Section 308(a) applies) of the
                  assets, securities, rights, warrants or options to be
                  distributed in respect of each share of Class A Common Stock
                  in the distribution to which this Section 308(a) is being
                  applied (including, in the case of cash dividends or other
                  cash distributions giving rise to an adjustment, all such cash
                  distributed concurrently).

                  The Board of Directors shall determine fair market values for
the purposes of this Section 308(a).

                  The adjustment shall become effective immediately after the
record date for the determination of shareholders entitled to receive the
distribution to which this Section 308(a) applies.

                  For purposes of this Section 308(a), the term "Extraordinary
Cash Dividend" shall mean any cash dividend with respect to the Class A Common
Stock the amount of which, together with the aggregate amount of cash dividends
on the Class A Common Stock to be aggregated with such cash dividend in
accordance with the provisions of this paragraph, equals or exceeds the


                                       24
<PAGE>   26

threshold percentage set forth in item (i) below. For purposes of item (i)
below, the "Measurement Period" with respect to a cash dividend on the Class A
Common Stock shall mean the 365 consecutive day period ending on the date prior
to the Ex-Dividend Time with respect to such cash dividend, and the "Relevant
Cash Dividends" with respect to a cash dividend on the Class A Common Stock
shall mean the cash dividends on the Class A Common Stock with Ex-Dividend Times
occurring in the Measurement Period.

                  (i) If, upon the date prior to the Ex-Dividend Time with
         respect to a cash dividend on the Class A Common Stock, the aggregate
         amount of such cash dividend together with the amounts of all Relevant
         Cash Dividends equals or exceeds on a per share basis 5% of the Sale
         Price of the Class A Common Stock on the last trading day preceding the
         date of declaration by the Board of Directors of the cash dividend with
         respect to which this provision is being applied, then such cash
         dividend together with all Relevant Cash Dividends, shall be deemed to
         be an Extraordinary Cash Dividend and for purposes of applying the
         formula set forth above in this Section 308(a), the value of "F" shall
         be equal to (y) the aggregate amount of such cash dividend together
         with the amount of all Relevant Cash Dividends, minus (z) the aggregate
         amount of all Relevant Cash Dividends for which a prior adjustment in
         the Conversion Rate was previously made under this Section 308(a).

         In making the determinations required by item (i) above, the amount of
cash dividends paid on a per share basis and the amount of any Relevant Cash
Dividends specified in item (i) above, shall be appropriately adjusted to
reflect the occurrence during such period of any event described in Section 306.

         (b) If, after the Issue Date of the Notes, the Company pays a dividend
or makes a distribution to all holders of its Class A Common Stock consisting of
Capital Stock of any class or series, or similar equity interests, of or
relating to a Subsidiary or other business unit of the Company, the Conversion
Rate shall be adjusted in accordance with the formula:

                  R'  =  R x (1 + F/M)

where:

                  R' = the adjusted Conversion Rate.

                  R = the current Conversion Rate.

                  M = the average of the Post-Distribution Prices of the Class A
                  Common Stock for the 10 trading days commencing on and
                  including the fifth trading day after the date on which
                  "ex-dividend trading" commences for such dividend or
                  distribution on the principal United States securities
                  exchange or market on which the Class A Common Stock is then
                  listed or quoted (the "Ex-Dividend Date").

                  F = the fair market value of the securities paid or
                  distributed in respect of each share of Class A Common Stock
                  in the dividend or distribution to which this Section 308(b)


                                       25
<PAGE>   27

                  applies, which shall equal the number of securities paid or
                  distributed in respect of each share of Class A Common Stock
                  in the dividend or distribution to which this Section 308(b)
                  applies multiplied by the average of the Post-Distribution
                  Prices of those securities so paid or distributed for the 10
                  trading days commencing on and including the fifth trading day
                  after the Ex-Dividend Date.

                  "Post-Distribution Price" of Capital Stock or any similar
equity interest on any date means the closing per unit sale price (or, if no
closing sale price is reported, the average of the bid and ask prices or, if
more than one in either case, the average of the average bid and the average ask
prices) on such date for trading of such units on a "when issued" basis without
due bills (or similar concept) as reported in the composite transactions for the
principal United States securities exchange on which such Capital Stock or
equity interest is traded or, if the Capital Stock or equity interest, as the
case may be, is not listed on a United States national or regional securities
exchange, as reported by the National Association of Securities Dealers
Automated Quotation System or by the National Quotation Bureau Incorporated;
provided that if on any date such units have not traded on a "when issued"
basis, the Post-Distribution Price shall be the closing per unit sale price (or,
if no closing sale price is reported, the average of the bid and ask prices or,
if more than one in either case, the average of the average bid and the average
ask prices) on such date for trading of such units on a "regular way" basis
without due bills (or similar concept) as reported in the composite transactions
for the principal United States securities exchange on which such Capital Stock
or equity interest is traded or, if the Capital Stock or equity interest, as the
case may be, is not listed on a United States national or regional securities
exchange, as reported by the National Association of Securities Dealers
Automated Quotation System or by the National Quotation Bureau Incorporated. In
the absence of such quotation, the Board of Directors shall be entitled to
determine the Post-Distribution Price on the basis of such quotations which
reflect the post-distribution value of the Capital Stock or equity interests as
it considers appropriate.

         (c) In the event that, with respect to any distribution to which
Section 308(a) would otherwise apply, the difference "M-F" as defined in the
formula set forth in Section 308(a) is less than $1.00 or "F" is equal to or
greater than "M", then the adjustment provided by Section 308(a) shall not be
made and in lieu thereof the provisions of Section 314 shall apply to such
distribution.

         SECTION 309 When Adjustment May Be Deferred. No adjustment in the
Conversion Rate need be made unless the adjustment would require an increase or
decrease of at least 1% in the Conversion Rate. Any adjustments that are not
made shall be carried forward and taken into account in any subsequent
adjustment.

         All calculations under this Article 3 shall be made to the nearest cent
or to the nearest 1/1,000th of a share, as the case may be.

         SECTION 310 When No Adjustment Required. No adjustment need be made for
a transaction referred to in Section 306, 307, 308 or 314 if Noteholders are to
participate in the transaction on a basis and with notice that the Board of


                                       26
<PAGE>   28

Directors determines to be fair and appropriate in light of the basis and notice
on which holders of Class A Common Stock participate in the transaction. Such
participation by Noteholders may include participation upon conversion provided
that an adjustment shall be made at such time as the Noteholders are no longer
entitled to participate.

         No adjustment need be made for rights to purchase Class A Common Stock
pursuant to a stock purchase, stock option or other equity based incentive plans
for the benefit of the employees or directors of the Company or its Subsidiaries
or a plan for reinvestment of dividends or interest of the Company.

         No adjustment need be made for a change in the par value or no par
value of the Class A Common Stock.

         To the extent the Notes become convertible pursuant to this Article 3
into cash, no adjustment need be made thereafter as to the cash. Interest will
not accrue on the cash.

         SECTION 311 Notice of Adjustment. Whenever the Conversion Rate is
adjusted, the Company shall promptly mail to Noteholders by first-class mail a
notice of the adjustment. The Company shall file with the Trustee and the
Conversion Agent such notice and a certificate from the Company's independent
public accountants briefly stating the facts requiring the adjustment and the
manner of computing it. The certificate shall be conclusive evidence that the
adjustment is correct. Neither the Trustee nor any Conversion Agent shall be
under any duty or responsibility with respect to any such certificate except to
exhibit the same to any Holder desiring inspection thereof upon reasonable
request during normal business hours.

         SECTION 312 Voluntary Increase. The Company from time to time may
increase the Conversion Rate by any amount for any period of time. Whenever the
Conversion Rate is increased, the Company shall mail to Noteholders by
first-class mail and file with the Trustee and the Conversion Agent a notice of
the increase. The Company shall mail the notice at least 15 days before the date
the increased Conversion Rate takes effect. The notice shall state the increased
Conversion Rate and the period it will be in effect.

         A voluntary increase of the Conversion Rate does not change or adjust
the Conversion Rate otherwise in effect for purposes of Section 306, 307 or 308.

         SECTION 313 Notice of Certain Transactions. If:

                  (1) the Company takes any action that would require an
         adjustment in the Conversion Rate pursuant to Section 306, 307 or 308
         (unless no adjustment is to occur pursuant to Section 310) or that
         would require a supplemental indenture pursuant to Section 314; or

                  (2) the Company elects to make a distribution described in
         Section 308 which has a per share value equal to more than 15% of the
         Sale Price of the Class A Common Stock on the day preceding the
         declaration date for such distribution; or

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


                                       27
<PAGE>   29

then the Company shall mail to Noteholders by first-class mail and file with the
Trustee and the Conversion Agent a notice stating the proposed record date for a
dividend or distribution or the proposed effective date of a subdivision,
combination, reclassification, consolidation, merger, binding share exchange,
transfer, liquidation or dissolution. The Company shall file and mail the notice
at least 15 days before such date, except in the case of paragraph (2) in which
case the Company shall file and mail the notice at least 20 days before the
Ex-Dividend Date for such distribution. Failure to file or mail the notice or
any defect in it shall not affect the validity of the transaction.

         SECTION 314 Reorganization of the Company; Special Distributions. If
the Company is a party to a transaction subject to Section 10.01 of the
Indenture (other than a sale of all or substantially all of the assets of the
Company in a transaction in which the holders of the Class A Common Stock
immediately prior to such transaction do not receive securities, cash or other
assets of the Company or any other Person) or a merger or binding share exchange
which reclassifies or changes the outstanding Class A Common Stock, the person
obligated to deliver securities, cash or other assets upon conversion of Notes
shall enter into a supplemental indenture. If the issuer of securities
deliverable upon conversion of Notes is an Affiliate of the successor company,
that issuer shall join in the supplemental indenture.

         The supplemental indenture shall provide that the Holder of a Note may
convert it into the kind and amount of securities, cash or other assets which
such Holder would have received immediately after the consolidation, merger,
binding share exchange or transfer if such Holder had converted the Note into
Class A Common Stock immediately before the effective date of the transaction,
assuming (to the extent applicable) that such Holder (i) was not a constituent
Person or an Affiliate of a constituent Person to such transaction; (ii) made no
election with respect thereto; and (iii) was treated alike with the plurality of
non-electing Holders. The supplemental indenture shall provide for adjustments
which shall be as nearly equivalent as may be practical to the adjustments
provided for in this Article 3. The Company shall mail to Holders a notice
briefly describing the supplemental indenture.

         If this Section 314 applies, neither Section 306 nor Section 307 shall
apply.

         If the Company makes a distribution to all holders of Class A Common
Stock of any of its assets, or debt securities or any rights, warrants or
options to purchase securities of the Company that, but for the provisions of
Section 308(c), would otherwise result in an adjustment in the Exchange Rate
pursuant to the provisions of Section 308, then, from and after the record date
for determining the holders of Class A Common Stock entitled to receive the
distribution, a Holder of a Note that converts such Note in accordance with the
provisions of this Supplemental Indenture shall upon such conversion be entitled
to receive, in addition to the shares of Class A Common Stock into which the
Note is convertible, the kind and amount of securities, cash or other assets
comprising the distribution that such Holder would have received if such Holder
had converted the Note immediately prior to the record date for determining the
holders of Class A Common Stock entitled to receive the distribution.

         SECTION 315 Company Determination Final. Any determination that the
Company or the Board of Directors must make pursuant to Section 303, 306, 307,
308, 309, 310, 314 or 317 is conclusive in the absence of manifest error.


                                       28
<PAGE>   30

         SECTION 316 Trustee's Adjustment Disclaimer. The Trustee has no duty to
determine when an adjustment under this Article 3 should be made, how it should
be made or what it should be. The Trustee has no duty to determine whether a
supplemental indenture under Section 314 need be entered into or whether any
provisions of any supplemental indenture are correct. The Trustee shall not be
accountable for and makes no representation as to the validity or value of any
securities or assets issued upon conversion of Notes. The Trustee shall not be
responsible for the Company's failure to comply with this Article 3. Each
Conversion Agent shall have the same protection under this Section 316 as the
Trustee.

         SECTION 317 Simultaneous Adjustments. In the event that this Article 3
requires adjustments to the Conversion Rate under more than one of Sections
306(4), 307 or 308, and the record dates for the distributions giving rise to
such adjustments shall occur on the same date, then such adjustments shall be
made by applying, first, the provisions of Section 306, second, the provisions
of Section 308 and, third, the provisions of Section 307.

         SECTION 318 Successive Adjustments. After an adjustment to the
Conversion Rate under this Article 3, any subsequent event requiring an
adjustment under this Article 3 shall cause an adjustment to the Conversion Rate
as so adjusted.

         SECTION 319 Rights Issued in Respect of Class A Common Stock Issued
upon Conversion. Each share of Class A Common Stock issued upon conversion of
Notes pursuant to this Article 3 shall be entitled to receive the appropriate
number of preferred stock purchase rights (the "Rights"), if any, that all
shares of Class A Common Stock are entitled to receive and the certificates
representing the Class A Common Stock issued upon such conversion shall bear
such legends, if any, in each case as may be provided by the terms of any
shareholder rights agreement adopted by the Company, as the same may be amended
from time to time (in each case, a "Rights Agreement"). Provided that such
Rights Agreement requires that each share of Class A Common Stock issued upon
conversion of Notes at any time prior to the distribution of separate
certificates representing the Rights be entitled to receive such Rights, then,
notwithstanding anything else to the contrary in this Article 3, there shall not
be any adjustment to the Conversion Rate as a result of the issuance of Rights,
the distribution of separate certificates representing the Rights, the exercise
or redemption of such Rights in accordance with any such Rights Agreement, or
the termination or invalidation of such Rights.

                                    ARTICLE 4

                          SPECIAL TAX EVENT CONVERSION

         SECTION 401 Optional Conversion to Semi-Annual Coupon Note upon Tax
Event. From and after (i) the date of the occurrence of a Tax Event (the "Tax
Event Date") and (ii) the date the Company exercises its option set forth in
this Section 401, whichever is later (the "Option Exercise Date"), at the option
of the Company, interest in lieu of future Original Issue Discount and regular
cash interest shall accrue at the rate of 2.25% per annum on a restated
principal amount per $1,000 original Principal Amount at Maturity (the "Restated
Principal Amount") equal to the Issue Price plus Original Issue Discount accrued
to the Option Exercise Date and shall be payable semi-annually on each Interest
Payment Date to Holders of record at the close of business on the Regular Record
Date immediately preceding such Interest Payment Date. Interest will be computed
on


                                       29
<PAGE>   31

the basis of a 360-day year comprised of twelve 30-day months and will accrue
from the most recent date on which interest (in lieu of Original Issue Discount
and regular cash interest) has been paid or, if no interest (in lieu of Original
Issue Discount and regular cash interest) has been paid, from the Option
Exercise Date. Within 15 days of the occurrence of a Tax Event, the Company
shall deliver a written notice of such Tax Event by facsimile and first-class
mail to the Trustee, and within 15 days of its exercise of such option, the
Company shall deliver a written notice of the Option Exercise Date by facsimile
and first-class mail to the Trustee and by first-class mail to the Holders of
the Notes. From and after the Option Exercise Date, (i) the Company shall be
obligated to pay at Stated Maturity, in lieu of the Principal Amount at Maturity
of a Note, the Restated Principal Amount thereof plus accrued and unpaid
interest, if any, on such Note and (ii) "Issue Price and accrued Original Issue
Discount," "Issue Price plus Original Issue Discount" or similar words, as used
herein, shall mean Restated Principal Amount plus accrued and unpaid interest
with respect to any Note. Notes authenticated and delivered after the Option
Exercise Date may, and shall if required by the Trustee, bear a notation in a
form approved by the Trustee as to the conversion of the Notes to semi-annual
coupon Notes. No other changes to this Supplemental Indenture or the Original
Indenture shall result as a result of the events described in this Section 401.

         In the event the Company exercises its option pursuant to this Section
401 to have interest in lieu of Original Issue Discount accrue and regular cash
interest on the Notes following a Tax Event, the Holder shall be entitled on
conversion into Class A Common Stock to receive the same number of shares of
Class A Common Stock as such Holder would have received if the Company had not
exercised such option. If the Company exercises such option, Notes surrendered
for conversion during the period from the close of business on any Regular
Record Date to the opening of business on the next Interest Payment Date (except
Notes to be redeemed on a date within such period) must be accompanied by
payment of an amount equal to the interest thereon that the registered Holder is
entitled to receive. Except where Notes surrendered for conversion must be
accompanied by payment as described above, no interest on converted Notes shall
be payable by the Company on any Interest Payment Date subsequent to the date of
conversion.

         SECTION 402 Payment of Cash Interest; Interest Rights Preserved. (a)
Cash interest on any Note that is payable, and is punctually paid or duly
provided for, on any Interest Payment Date shall be paid to the person in whose
name that Note is registered at the close of business on the Regular Record Date
for such interest payment at the office or agency of the Company maintained for
such purpose. Each installment of cash interest on any Note shall be paid in
same-day funds by transfer to an account maintained by the payee located inside
the United States. In the case of a permanent Global Note, any cash interest
payable on any Interest Payment Date will be paid to the Depositary, with
respect to that portion of such permanent Global Note held for its account by
Cede & Co. for the purpose of permitting such party to credit the cash interest
received by it in respect of such permanent Global Note to the accounts of the
beneficial owners thereof.

         (b) Except as otherwise specified with respect to the Notes, any cash
interest on any Note that is payable on any Interest Payment Date, but is not
punctually paid or duly provided for within 30 days following such Interest
Payment Date (herein called "Defaulted Interest," which term shall include any
accrued and unpaid interest that has accrued on such defaulted amount in


                                       30
<PAGE>   32

accordance with the terms of the Notes), shall forthwith cease to be payable to
the registered Holder thereof on the relevant Regular Record Date by virtue of
having been such Holder, and such Defaulted Interest may be paid by the Company,
at its election in each case, as provided in clause (1) or (2) below:

(1)      The Company may elect to make payment of any Defaulted Interest to the
         persons in whose names the Notes 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 Note and the date of the proposed payment
         (which shall not be less than 20 days after such notice is received by
         the Trustee), 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 on or prior to the date of
         the proposed payment, such money when deposited to be held in trust for
         the benefit of the persons entitled to such Defaulted Interest as in
         this clause provided. Thereupon the Trustee shall fix a Special Record
         Date for the payment of such Defaulted Interest which shall be not more
         than 15 days and not less than 10 days prior to the date of the
         proposed payment and not less than 10 days after the receipt by the
         Trustee of the notice of the proposed payment. The Trustee shall
         promptly notify the Company of such Special Record Date and, in the
         name and at the expense of the Company, shall cause notice of the
         proposed payment of such Defaulted Interest and the Special Record Date
         therefor to be mailed, first-class postage prepaid, to each Holder of
         Notes at his address as it appears on the list of Noteholders
         maintained pursuant to Section 5.01 of the Indenture, 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 mailed as aforesaid, such Defaulted Interest shall be paid to the
         persons in whose names the Notes are registered at the close of
         business on such Special Record Date and shall no longer be payable
         pursuant to the following clause (2).

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

                  Subject to the foregoing provisions of this Section and
Section 2.07 of the Indenture, each Note delivered under this Supplemental
Indenture upon registration of transfer of or in exchange for or in lieu of any
other Note shall carry the rights to interest accrued and unpaid, and to accrue,
which were carried by such other Note.


                                       31
<PAGE>   33

                                   ARTICLE 5

                         AMENDMENT OF CERTAIN PROVISIONS
                            OF THE ORIGINAL INDENTURE

         SECTION 501 Amendments Relating to the Notes. The Original Indenture is
hereby amended, solely with respect to the Notes, as follows:

         (a) Section 2.08 of the Original Indenture is hereby amended by
replacing the words therein "principal amount" with "Principal Amount at
Maturity."

         (b) Section 2.09 of the Original Indenture is hereby amended by
replacing therein "principal amount" with "Principal Amount at Maturity" and
"bona fide purchaser" with "protected purchaser."

         (c) Section 2.15 of the Original Indenture is hereby deleted in its
entirety.

         (d) Article III of the Original Indenture is hereby amended by
replacing it in its entirety with the following:


                                  "ARTICLE III

                       Redemption and Repurchases of Notes

         SECTION 3.01. Right to Redeem. The Company, at its option, may elect to
redeem Notes in accordance with the provisions thereof and of this Indenture.

         SECTION 3.02. Election to Redeem; Notices to Trustee. If the Company
elects to redeem Notes, it shall notify the Trustee in writing of the Redemption
Date, the Principal Amount at Maturity of Notes to be redeemed and the
Redemption Price.

         The Company shall give each notice to the Trustee provided for in this
Section 3.02 at least 45 days before the Redemption Date unless the Trustee
consents to a shorter period. Such notice shall be accompanied by an Officers'
Certificate and an Opinion of Counsel from the Company to the effect that such
redemption will comply with the conditions herein.

         SECTION 3.03. Selection by Trustee of Notes To Be Redeemed. If fewer
than all the Notes held in definitive form are to be redeemed, the Trustee shall
select the Notes to be redeemed pro rata or by lot or by a method that complies
with applicable legal and securities exchange requirements, if any, and that the
Trustee in its sole discretion shall deem to be fair and appropriate and in
accordance with methods generally used at the time of selection by fiduciaries
in similar circumstances. The Trustee shall make the selection at least 30 days
but no more than 60 days before the Redemption Date from Outstanding Notes not
previously called for redemption. Notes and portions thereof that the Trustee
selects shall be in Principal Amount at Maturity of $1,000 or integral multiples
of $1,000. Provisions of this Indenture that apply to Notes called for


                                       32
<PAGE>   34

redemption also apply to portions of Notes called for redemption. The Trustee
shall promptly notify the Company of the Notes or portions thereof to be
redeemed.

         If any Note selected for partial redemption is converted in part before
termination of the conversion right with respect to the portion of the Notes so
selected, the converted portion of such Note shall be deemed (so far as may be)
to be the portion selected for redemption. Notes that have been converted during
a selection of Notes to be redeemed shall be treated by the Trustee as
Outstanding for the purpose of such selection.

         SECTION 3.04. Notice of Redemption. Notice of redemption shall be given
in the manner provided in Section 13.03, not less than 30 days nor more than 60
days prior to the Redemption Date, to the Holders of Notes to be redeemed.
Failure to give notice by mailing in the manner herein provided to the Holder of
any Notes designated for redemption as a whole or in part, or any defect in the
notice to any such Holder, shall not affect the validity of the proceedings for
the redemption of any other Notes or portion thereof.

         Any notice that is mailed to the Holder of any Notes in the manner
herein provided shall be conclusively presumed to have been duly given, whether
or not such Holder receives the notice.

         All notices of redemption shall identify the Notes to be redeemed and
shall state:

                  (1)      the Redemption Date;

                  (2)      the Redemption Price and the Conversion Rate;

                  (3)      the name and address of the Paying Agent and
Conversion Agent;

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

                  (5)      that Notes called for redemption may be converted at
any time before the close of business on the Business Day immediately  preceding
the Redemption Date;

                  (6)      that Holders who want to convert Notes must satisfy
the requirements set forth therein and in this Indenture;

                  (7)      if fewer than all the Outstanding Notes are to be
redeemed,  the  certificate  numbers  and  Principal  Amounts at Maturity of the
particular Notes to be redeemed;

                  (8) that, unless the Company defaults in making payment of
such Redemption Price or the Paying Agent is prohibited from making such payment
pursuant to the terms of this Indenture, Original Issue Discount and any other
interest on Notes (or portions thereof) called for redemption, will cease to
accrue on and after the Redemption Date;

                  (9) the CUSIP number or the Euroclear or the Clearstream
Banking reference numbers of such Notes, if any, or any other numbers used by a
Depositary to identify such Notes;


                                       33
<PAGE>   35

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

                  (11) the election of the Company (which, subject to the
provisions of Article 3 of the Supplemental Indenture, shall be irrevocable) to
deliver shares of Class A Common Stock or to pay cash in lieu of delivery of
such shares with respect to any Notes that may be converted after the mailing of
such notice and prior to the Redemption Date."

                  At the Company's request delivered at least 15 days prior to
the date of the mailing of the notice of redemption (unless a shorter period
shall be acceptable to the Trustee), the Trustee shall give the notice of
redemption in the Company's name and at the Company's expense. In such event,
the Company shall provide the Trustee with the information required by this
Section 3.04.

                  SECTION 3.05 Effect of Notice of Redemption. Once notice of
redemption is mailed, Notes called for redemption become due and payable on the
Redemption Date and at the Redemption Price stated in the notice except for
Notes which are converted in accordance with the terms of this Indenture. Upon
surrender to the Paying Agent, such Notes shall be paid at the Redemption Price
stated in the notice. The Paying Agent shall initially be the Trustee.

                  SECTION 3.06 Deposit of Redemption Price. Prior to 10:00 a.m.
(New York City time) on the Redemption Date, the Company shall deposit with the
Paying Agent (or, if the Company or a Subsidiary of the Company is the Paying
Agent, shall segregate and hold in trust) money sufficient to pay the Redemption
Price of all Notes to be redeemed on that date other than Notes or portions of
Notes called for redemption that have been delivered by the Company to the
Trustee for cancellation or have been converted. The Paying Agent shall as
promptly as practicable return to the Company any money not required for that
purpose because of conversion of Notes pursuant to Article 3 of the Supplemental
Indenture. If such money is then held by the Company in trust and is not
required for such purpose it shall be discharged from such trust. The Company at
any time may require a Paying Agent to pay all money held by it to the Trustee
and to account for any funds disbursed by the Paying Agent. Upon complying with
this Section, the Paying Agent shall have no further liability for the money
delivered to the Trustee.

                  SECTION 3.07 Notes Redeemed in Part. Upon surrender of a Note
that is redeemed in part, the Company shall execute and the Trustee shall
authenticate and deliver to the Holder (at the Company's expense) a new Note
equal in Principal Amount at Maturity to the unredeemed portion of the Note
surrendered.

                  SECTION 3.08 Conversion Arrangement on Call for Redemption. In
connection with any redemption of Notes, the Company may arrange for the
purchase and conversion of any Notes called for redemption by an agreement with
one or more investment banks or other purchasers to purchase such Notes by
paying to the Trustee in trust for the Holders of Notes, on or prior to 11:00
a.m. (New York City time) on the Redemption Date, an amount that, together with
any amounts deposited with the Trustee by the Company for the redemption of such
Notes, is not less than the Redemption Price of such Notes. Notwithstanding
anything to the contrary contained in this Article 3, the obligation of the


                                       34
<PAGE>   36

Company to pay the Redemption Price of such Notes shall be deemed to be
satisfied and discharged to the extent such amount is so paid by such
purchasers. If such an agreement is entered into, any Notes not duly surrendered
for conversion by the Holders thereof may, at the option of the Company, be
deemed, to the fullest extent permitted by law, acquired by such purchasers from
such Holders and (notwithstanding anything to the contrary contained in Article
3 of the Supplemental Indenture) surrendered by such purchasers for conversion,
all as of immediately prior to the close of business on the Business Day prior
to the Redemption Date, subject to payment of the above amount as aforesaid. The
Trustee shall hold and pay to the Holders whose Notes are selected for
redemption any such amount paid to it for purchase and conversion in the same
manner as it would moneys deposited with it by the Company for the redemption of
Notes. Without the Trustee's prior written consent, no arrangement between the
Company and such purchasers for the purchase and conversion of any Notes shall
increase or otherwise affect any of the powers, duties, responsibilities or
obligations of the Trustee as set forth in this Indenture, and the Company
agrees to indemnify the Trustee from, and hold it harmless against, any loss,
liability or expense arising out of or in connection with any such arrangement
for the purchase and conversion of any Notes between the Company and such
purchasers, including the costs and expenses incurred by the Trustee in the
defense of any claim or liability arising out of or in connection with the
exercise or performance of any of its powers, duties, responsibilities or
obligations under this Indenture.

                  SECTION 3.09 Purchase of Notes at Option of the Holder. (a)
General. Securities shall be purchased by the Company pursuant to the terms
thereof as of February 23, 2002, February 23, 2003, February 23, 2004, February
23, 2005, February 23, 2006, February 23, 2011, and February 23, 2016 (each, a
"Purchase Date"), at the applicable purchase price specified in the Notes (each,
a "Purchase Price," as applicable), at the option of the Holder thereof, upon:

                  (1) delivery to the Paying Agent by the Holder of a written
         notice of purchase (a "Purchase Notice"), at any time from the opening
         of business on the date that is 20 Business Days prior to a Purchase
         Date until the close of business on such Purchase Date stating:

                           (A) the certificate number of the Note which the
                  Holder will deliver to be purchased,

                           (B) the portion of the Principal Amount at Maturity
                  of the Notes which the Holder will deliver to be purchased,
                  which portion must be in a Principal Amount at Maturity of
                  $1,000 or an integral multiple thereof,

                           (C) that such Note shall be purchased as of the
                  Purchase Date pursuant to the terms and conditions specified
                  therein and in the Indenture, and

                           (D) in the event the Company elects, pursuant to
                  Section 3.09(b), to pay the Purchase Price to be paid as of
                  such Purchase Date, in whole or in part, in shares of Class A
                  Common Stock but such portion of the Purchase Price shall
                  ultimately be payable to such Holder entirely in cash because


                                       35
<PAGE>   37

                  any of the conditions to payment of the Purchase Price in
                  Class A Common Stock is not satisfied prior to the close of
                  business on such Purchase Date, as set forth in Section
                  3.09(d), whether such Holder elects (i) to withdraw such
                  Purchase Notice as to some or all of the Notes to which such
                  Purchase Notice relates (stating the Principal Amount at
                  Maturity and certificate numbers of the Notes as to which such
                  withdrawal shall relate), or (ii) to receive cash in respect
                  of the entire Purchase Price for all Notes (or portions
                  thereof) to which such Purchase Notice relates; and

                  (2) book-entry transfer or delivery of such Notes to the
         Paying Agent for cancellation prior to, on or after the Purchase Date
         (together with all necessary endorsements) at the offices of the Paying
         Agent, such delivery being a condition to receipt by the Holder of the
         Purchase Price therefor; provided, however, that such Purchase Price
         shall be so paid pursuant to this Section 3.09 only if the Note so
         delivered to the Paying Agent shall conform in all respects to the
         description thereof in the related Purchase Notice.

                  If a Holder, in such Holder's Purchase Notice and in any
written notice of withdrawal delivered by such Holder pursuant to the terms of
Section 3.11, fails to indicate such Holder's choice with respect to the
election set forth in clause (D) of Section 3.09(a)(1), such Holder shall be
deemed to have elected to receive cash in respect of the Purchase Price for all
Notes subject to such Purchase Notice in the circumstances set forth in such
clause (D).

                  The Company shall purchase from the Holder thereof, pursuant
to this Section 3.09, a portion of a Note if the Principal Amount at Maturity of
such portion is $1,000 or an integral multiple of $1,000. Provisions of this
Indenture that apply to the purchase of all of a Note also apply to the purchase
of such portion of such Note.

                  Any purchase by the Company contemplated pursuant to the
provisions of this Section 3.09 shall be consummated by the delivery of the
consideration to be received by the Holder promptly following the later of the
Purchase Date and the time of delivery of the Note.

                  Notwithstanding anything herein to the contrary, any Holder
delivering to the Paying Agent the Purchase Notice contemplated by this Section
3.09(a) shall have the right to withdraw such Purchase Notice at any time prior
to the close of business on the Purchase Date by delivery of a written notice of
withdrawal to the Paying Agent in accordance with Section 3.11.

                  The Paying Agent shall promptly notify the Company of the
receipt by it of any Purchase Notice or written notice of withdrawal thereof.

                  (b) Company's Right to Elect Manner of Payment of Purchase
Price. The Notes to be purchased pursuant to Section 3.09(a) on February 23,
2002 shall be paid for in cash only, but the Notes to be purchased on the other
six Purchase Dates may be paid for, at the election of the Company, in cash or
in Class A Common Stock valued at the Market Price, or in any combination of
cash and Class A Common Stock, subject to the conditions set forth in Sections
3.09(c) and (d). The Company shall designate, in the Company's Notice delivered


                                       36
<PAGE>   38

pursuant to Section 3.09(e), whether the Company will purchase the Notes for
cash or Class A Common Stock, or, if a combination thereof, the percentages or
amounts of the Purchase Price of Notes in respect of which it will pay in cash
or Class A Common Stock; provided that the Company shall pay cash for fractional
shares of Class A Common Stock. For purposes of determining the existence of
potential fractional shares, all Notes subject to purchase by the Company held
by a Holder shall be considered together (no matter how many separate
certificates are to be presented). Each Holder whose Notes are purchased
pursuant to this Section 3.09 shall receive the same percentage of cash or Class
A Common Stock in payment of the Purchase Price for such Notes, except (i) as
provided in Section 3.09(d) with regard to the payment of cash in lieu of
fractional shares of Class A Common Stock and (ii) in the event that the Company
is unable to purchase the Notes of a Holder or Holders for Class A Common Stock
because any necessary qualifications or registrations of the Class A Common
Stock under applicable state or foreign securities laws cannot be obtained, the
Company may purchase the Notes of such Holder or Holders for cash. The Company
may not change its election with respect to the consideration (or components or
percentages of components thereof) to be paid once the Company has given the
Company Notice to Noteholders except pursuant to this Section 3.09(b) or
pursuant to Section 3.09(d) in the event of a failure to satisfy, prior to the
close of business on the Purchase Date, any condition to the payment of the
Purchase Price, in whole or in part, in Class A Common Stock.

                  At least one Business Day before the Company Notice Date (as
defined herein), the Company shall deliver an Officers' Certificate to the
Trustee specifying:

                  (i)      the manner of payment to be made by the Company,

                  (ii)     the information required by Section 3.09(e),

                  (iii)    if the Company elects to pay the Purchase Price, or a
         specified percentage thereof, in Class A Common Stock on the Purchase
         Date in 2003, 2004, 2005, 2006, 2011 or 2016, that the conditions to
         such manner of payment set forth in Section 3.09(d) have been or will
         be complied with, and

                  (iv)     whether the Company desires the Trustee to give the
         Company Notice required by Section 3.09(e).

                  (c) Purchase with Cash. On the initial Purchase Date, the
Purchase Price of all Notes in respect of which a Purchase Notice pursuant to
Section 3.09(a) has been given shall be paid by the Company with cash equal to
the aggregate Purchase Price of such Notes. On each other Purchase Date, at the
option of the Company, the Purchase Price of Notes in respect of which a
Purchase Notice pursuant to Section 3.09(a) has been given, or a specified
percentage thereof, may be paid by the Company with cash equal to the aggregate
Purchase Price of such Notes.

                  (d) Payment by Issuance of Class A Common Stock. On each
Purchase Date other than the initial one, at the option of the Company, the
Purchase Price of Notes in respect of which a Purchase Notice pursuant to
Section 3.09(a) has been given, or a specified percentage thereof, may be paid
by the Company by the issuance of a number of shares of Class A Common Stock


                                       37
<PAGE>   39

equal to the quotient obtained by dividing (i) the amount of cash to which the
Noteholders would have been entitled had the Company elected to pay all or such
specified percentage, as the case may be, of the Purchase Price of such Notes in
cash by (ii) the Market Price of a share of Class A Common Stock, subject to the
next succeeding paragraph.

                  The Company may not issue a fractional share of Class A Common
Stock in payment of the Purchase Price. Instead the Company shall pay cash for
the current market value of the fractional share. The current market value of a
fraction of a share shall be determined, to the nearest 1/1,000th of a share, by
multiplying the Market Price of a share of Class A Common Stock by such fraction
and rounding the product to the nearest whole cent. It is understood that if a
Holder elects to have more than one Note purchased, the number of shares of
Class A Common Stock shall be based on the aggregate amount of Notes to be
purchased.

                  If the Company elects to purchase the Notes by delivering
shares of Class A Common Stock, the Company Notice, as provided in Section
3.09(e), shall be sent to the Holders (and to beneficial owners as required by
applicable law) not later than the Company Notice Date.

                  The Company's right to exercise its election to purchase the
Notes pursuant to Section 309 through the issuance of shares of Class A Common
Stock on the Purchase Date in 2003, 2004, 2005, 2006, 2011 or 2016 shall be
conditioned upon:

                  (i)   the Company's not having given its Company Notice of an
         election to pay entirely in cash and its giving of timely Company
         Notice of election to purchase all or a specified percentage of the
         Notes with Class A Common Stock as provided herein;

                  (ii)  the shares of Class A Common Stock having been admitted
         for listing or admitted for listing subject to notice of issuance on
         the principal United States securities exchange on which the Class A
         Common Stock is then listed or, if the Class A Common Stock is not then
         listed on a national or regional securities exchange, as quoted on the
         National Association of Securities Dealers Automated Quotation System;

                  (iii) the registration of the shares of Class A Common Stock
         to be issued in respect of the payment of the Purchase Price under the
         Securities Act and the Exchange Act, in each case if required;

                  (iv)  any necessary qualification or registration under
         applicable state securities laws or the availability of an exemption
         from such qualification and registration; and

                  (v)   the receipt by the Trustee of an Officers' Certificate
         and an Opinion of Counsel, each stating that (A) the terms of the
         issuance of the Class A Common Stock are in conformity with this
         Indenture and (B) the shares of Class A Common Stock to be issued by
         the Company in payment of the Purchase Price in respect of Notes have
         been duly authorized and, when issued and delivered pursuant to the
         terms of this Indenture in payment of the Purchase Price in respect of
         the Notes, will be validly issued, fully paid and non-assessable and,
         to the best of such counsel's knowledge, free from preemptive rights,
         and, in the case of such Officers' Certificate, stating that conditions
         (i), (ii), (iii) and (iv) above and the condition set forth in the
         second


                                       38
<PAGE>   40

         succeeding sentence have been satisfied and, in the case of such
         Opinion of Counsel, stating that conditions (ii) and (iii) above has
         been satisfied.

                  Such Officers' Certificate shall also set forth the number of
shares of Class A Common Stock to be issued for each $1,000 Principal Amount at
Maturity of Notes and the Sale Price of a share of Class A Common Stock on each
trading day during the period during which the Market Price is calculated. The
Company may pay the Purchase Price (or any portion thereof) in Class A Common
Stock only if the information necessary to calculate the Market Price is
published in a daily newspaper of national circulation. If the foregoing
conditions are not satisfied with respect to a Holder or Holders prior to the
close of business on the Purchase Date and the Company has elected to purchase
the Notes pursuant to this Section 3.09 through the issuance of shares of Class
A Common Stock, the Company shall pay the entire Purchase Price of the Notes of
such Holder or Holders in cash. The Company may not change the form or
components or percentages of components of consideration to be paid for the
Notes once the Company Notice has been given to the Holders, except as described
in the preceding sentence.

                  (e) Notice of Election. The Company's notice of election to
pay the Purchase Price with cash or Class A Common Stock or any combination
thereof shall be sent to the Holders (and to beneficial owners as required by
applicable law) in the manner provided in Section 13.03 of this Indenture at the
time specified in Section 3.09(c) or (d), as applicable (the "Company Notice").
The Company Notice shall be sent to Holders (and to beneficial owners as
required by applicable law) not less than 20 Business Days prior to such
Purchase Date (the "Company Notice Date"). The Company Notice shall state the
manner of payment and shall contain the following information:

                  In the event the Company has elected to pay the Purchase Price
(or a specified percentage thereof) with Class A Common Stock on the Purchase
Date in either 2003, 2004, 2005, 2006, 2011 or 2016, the Company Notice shall:

     (1)  state that each Holder will receive Class A Common Stock in respect of
          the specified percentage of the Purchase Price of the Notes held by
          such Holder (except any cash amount to be paid in lieu of fractional
          shares);

     (2)  state that the total number of shares of Class A Common Stock to be
          issued to Holders will be equal to the quotient obtained by dividing
          (i) the amount of cash to which the Noteholders would have been
          entitled had the Company elected to pay all or such specified
          percentage, as the case may be, of the Purchase Price of such Notes in
          cash by (ii) the Market Price of the Class A Common Stock determined
          as of a specified date;

     (3)  set forth the method of  calculating  the Market  Price of the Class A
          Common Stock; and

     (4)  state that because the Market Price of Class A Common Stock will be
          determined prior to the Purchase Date, Holders will bear the market
          risk with respect to the value of the Class A Common Stock to be
          received from the date such Market Price is determined to the Purchase
          Date.


                                       39
<PAGE>   41

                  In any case, each Company Notice shall include a form of
Purchase Notice to be completed by a Noteholder and shall state:

          (i)    the Purchase Price and the Conversion Rate applicable on the
     Company Notice Date;

          (ii)   the name and address of the Paying Agent and the Conversion
     Agent;

          (iii)  that Notes as to which a Purchase Notice has been given may be
     converted pursuant to Article 3 of the Supplemental Indenture only if the
     applicable Purchase Notice has been withdrawn in accordance with the terms
     of the Supplemental Indenture;

          (iv)   that Notes must be surrendered to the Paying Agent for
     cancellation to collect payment;

          (v)    that the Purchase Price for any Note as to which a Purchase
     Notice has been given and not withdrawn will be paid promptly following the
     later of the Purchase Date and the time of surrender of such Note as
     described in (iv);

          (vi)   the procedures the Holder must follow to exercise rights under
     this Section 3.09;

          (vii)  briefly, the conversion rights of the Notes;

          (viii) the procedures for withdrawing a Purchase Notice (including,
     without limitation, for a conditional withdrawal pursuant to the terms of
     Section 3.09(a)(1)(D) or Section 3.11);

          (ix)   that, unless the Company defaults in making payment of such
     Purchase Price, Original Issue Discount and any other interest on Notes
     covered by any Purchase Notice, will cease to accrue on and after the
     Purchase Date; and

          (x)    the CUSIP number or the Euroclear or the Clearstream Banking
     reference numbers of such Notes, if any, (or any other numbers used by a
     Depositary to identify such Notes).

          At the Company's request delivered at least 15 days prior to the date
     of the mailing of the Company Notice (unless a shorter period shall be
     acceptable to the Trustee), the Trustee shall give such Company Notice in
     the name of the Company and at the Company's expense; provided, however,
     that, in all cases, the text of such Company Notice shall be prepared by
     the Company.

          Upon determination of the actual number of shares of Class A Common
     Stock to be delivered for each $1,000 Principal Amount at Maturity of
     Notes, the Company will publish such determination in The Wall Street
     Journal or another daily newspaper of national circulation.

          (f)   Covenants of the Company. All shares of Class A Common Stock
     delivered upon purchase of the Notes shall be newly issued shares or


                                       40
<PAGE>   42

     treasury 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 within the meaning of the Uniform Commercial Code.

                  The Company shall use its best efforts to cause to have listed
or quoted any shares of Class A Common Stock to be issued in payment of the
Purchase Price of Notes on each United States national securities exchange or
automated over-the-counter trading market in the United States on which the
Class A Common Stock is then listed or quoted.

                  (g) Procedure upon Purchase. The Company shall deposit cash
(in respect of a cash purchase under Section 3.09(c) or for fractional
interests, as applicable) or shares of Class A Common Stock, or a combination
thereof, as applicable, at the time and in the manner as provided in Section
3.12, sufficient to pay the aggregate Purchase Price of all Notes to be
purchased pursuant to this Section 3.09. As soon as practicable after the
Purchase Date, the Company shall deliver to each Holder entitled to receive
Class A Common Stock through its stock transfer agent, a certificate for the
number of full shares of Class A Common Stock issuable in payment of the
Purchase Price. The Person in whose name the certificate for Class A Common
Stock is registered shall be treated as a holder of record of shares of Class A
Common Stock on the Business Day following the Purchase Date. Subject to Section
3.09(d), no payment or adjustment will be made for dividends on any Class A
Common Stock delivered in payment of the Purchase Price the record date for
which occurred on or prior to the Purchase Date.

                  (h) Taxes. If a Holder of a Note is paid in Class A Common
Stock, the Company shall pay any documentary, stamp or similar issue or transfer
tax due on such issue of shares of Class A Common Stock. However, the Holder
shall pay any such tax which is due because the Holder requests the shares of
Class A Common Stock to be issued in a name other than the Holder's name. The
Paying Agent may refuse to deliver the certificates representing the Class A
Common Stock being issued in a name other than the Holder's name until the
Paying Agent receives a sum that the Company deems to be sufficient to pay any
tax which will be due because the shares of Class A Common Stock are to be
issued in a name other than the Holder's name. Nothing herein shall preclude any
income tax withholding required by law or regulations.

                  SECTION 3.10 Repurchase of Notes at Option of the Holder upon
Fundamental Change. (a) General. If on or prior to February 26, 2003 there shall
have occurred a Fundamental Change, Notes shall be repurchased by the Company
for cash, at the option of the Holder thereof, at a repurchase price specified
in the Notes (the "Fundamental Change Repurchase Price"), as of the date that is
35 Business Days after the occurrence of the Fundamental Change (the
"Fundamental Change Repurchase Date"), subject to satisfaction by or on behalf
of the Holder of the requirements set forth in Section 3.10(c).

                  A "Fundamental Change" shall be deemed to have occurred at
such time as any of the following events shall occur:

                  (i) any person (for purposes of this Section 3.10 only, as the
         term "person" is used in Section 13(d)(3) or Section 14(d)(2) of the
         Exchange Act), including its Affiliates and Associates, other than
         Permitted Holders, files a Schedule 13D or TO (or any successor
         schedule, form or report under the Exchange Act) disclosing that such


                                       41
<PAGE>   43

         person has become the beneficial owner (as the term "beneficial owner"
         is defined under Rule 13d-3 or any successor rule or regulation
         promulgated under the Exchange Act) of 50% or more of the total voting
         power in the aggregate of all classes of Capital Stock of the Company
         then outstanding normally entitled to vote in elections of directors;
         or

                   (ii)  there shall be consummated any consolidation or merger
         of the Company pursuant to which the Class A Common Stock would be
         converted into cash, securities or other property, in each case other
         than a consolidation or merger of the Company in which the holders of
         all classes of Common Stock immediately prior to the consolidation or
         merger have, directly or indirectly, at least a majority of the total
         voting power in the aggregate of all classes of Capital Stock of the
         continuing or surviving corporation normally entitled to vote in
         elections of directors immediately after the consolidation or merger;
         or

                  (iii) the Company sells, conveys, transfers or leases all or
         substantially all of its properties and assets to any Person other than
         a Permitted Holder.

                  "Permitted Holders" means (A) the Company, Cox Enterprises,
Inc. and their respective subsidiaries and employee benefit plans, (B) those
certain trusts commonly referred to as the Dayton-Cox Trust A, the Barbara Cox
Anthony Atlanta Trust and the Anne Cox Chambers Atlanta Trust, the Estate of
James M. Cox, Jr., Barbara Cox Anthony, Garner Anthony, Anne Cox Chambers, and
the estates, executors and administrators, and lineal descendants of the
above-named individuals, and the estates, executors and administrators of any of
such lineal descendants, and (C) any corporation, partnership, limited liability
company, trust or other entity in which the trusts, individuals or lineal
descendants referred to in clause (B) in the aggregate have either a direct or
indirect beneficial interest or voting control of greater than 50%.

                  Notwithstanding the foregoing provisions of this Section 310,
a Fundamental Change shall not be deemed to have occurred by virtue of the
Company, any Subsidiary, any employee stock ownership plan or any of the
employee benefit plan of the Company or any Subsidiary, or any person holding
Class A Common Stock for or pursuant to the terms of any such employee benefit
plan, filing or becoming obligated to file a report under or in response to
Schedule 13D or Schedule TO (or any successor schedule, form or report) under
the Exchange Act disclosing beneficial ownership by it of shares of Class A
Common Stock, whether in excess of 50% or otherwise.

                  "Associate" shall have the meaning ascribed to such term in
Rule 12b-2 of the General Rules and Regulations under the Exchange Act, as in
effect on the date hereof.

                  (b) Notice of Fundamental Change. No later than 20 Business
Days before the Fundamental Change Repurchase Date, which notice may be
delivered in anticipation of a Fundamental Change, the Company shall mail a
written notice of the Fundamental Change (the "Fundamental Change Notice") by
first-class mail to the Trustee and to each Holder (and to beneficial owners as
required by applicable law). The notice shall include a form of Fundamental
Change Repurchase Notice to be completed by the Noteholder and shall state:


                                       42
<PAGE>   44

               (1)  briefly, the events causing a Fundamental Change and the
          date of such Fundamental Change;

               (2)  the date by which the Fundamental Change Repurchase Notice
          pursuant to this Section 3.10 must be given;

               (3)  the Fundamental Change Repurchase Date;

               (4)  the Fundamental Change Repurchase Price;

               (5)  the name and address of the Paying Agent and the Conversion
          Agent;

               (6)  the Conversion Rate and any adjustments thereto applicable
          on the Fundamental Change Notice Date;

               (7)  that Notes as to which a Fundamental Change Repurchase
          Notice has been given may be converted pursuant to Article 3 of the
          Supplemental Indenture only if the Fundamental Change Repurchase
          Notice has been withdrawn in accordance with the terms of this
          Indenture;

               (8)  that Notes must be surrendered to the Paying Agent for
          cancellation to collect payment of the Fundamental Change Repurchase
          Price;

               (9)  that the Fundamental Change Repurchase Price for any Note as
          to which a Fundamental Change Repurchase Notice has been duly given
          and not withdrawn will be paid promptly following the later of the
          Fundamental Change Repurchase Date and the time of surrender of such
          Note as described in (8);

               (10) briefly, the procedures the Holder must follow to exercise
          rights under this Section 310;

               (11) briefly, the conversion rights of the Notes;

               (12) the procedures for withdrawing a Fundamental Change
          Repurchase Notice;

               (13) that, unless the Company defaults in making payment of such
          Fundamental Change Repurchase Price, Original Issue Discount and any
          other interest on Notes surrendered for repurchase by the Company will
          cease to accrue on and after the Fundamental Change Repurchase Date;
          and

               (14) the CUSIP number or the Euroclear or the Clearstream Banking
          reference numbers of such Notes, if any, (or any other numbers used by
          a Depositary to identify such Notes).

               At the Company's request delivered at least 15 days prior to the
          date of the mailing of the Fundamental Change Notice (unless a shorter
          period shall be acceptable to the Trustee), the Trustee shall give
          such Fundamental Change Notice in the name of the Company and at the


                                       43
<PAGE>   45

          Company's expense; provided, however, that, in all cases, the text of
          such Fundamental Change Notice shall be prepared by the Company.

     (c) A Holder may exercise its rights specified in Section 310(a) upon
delivery to the Paying Agent of a written notice of repurchase (a "Fundamental
Change Repurchase Notice") at any time until the close of business on the
Fundamental Change Repurchase Date, stating:

          (1) the certificate  number of the Notes which the Holder will deliver
     to be repurchased;

          (2) the portion of the Principal Amount at Maturity of the Notes which
     the Holder will deliver to be repurchased, which portion must be $1,000 or
     an integral multiple thereof; and

          (3) that such Notes shall be repurchased as of the Fundamental Change
     Repurchase Date pursuant to the terms and conditions specified in the Notes
     and in this Indenture.

                  The book-entry transfer or delivery of such Notes to the
Paying Agent for cancellation prior to, on or after the Fundamental Change
Repurchase Date (together with all necessary endorsements) at the offices of the
Paying Agent shall be a condition to the receipt by the Holder of the
Fundamental Change Repurchase Price therefor; provided, however, that such
Fundamental Change Repurchase Price shall be so paid pursuant to this Section
3.10 only if the Notes so delivered to the Paying Agent shall conform in all
respects to the description thereof set forth in the related Fundamental Change
Repurchase Notice.

                  The Company shall repurchase from the Holder thereof, pursuant
to this Section 3.10, a portion of a Note if the Principal Amount at Maturity of
such portion is $1,000 or an integral multiple of $1,000 if so requested by the
Holder. Provisions of this Indenture that apply to the repurchase of all of a
Note also apply to the repurchase of such portion of such Note.

                  Any repurchase by the Company contemplated pursuant to the
provisions of this Section 3.10 shall be consummated by the delivery of the
consideration to be received by the Holder promptly following the later of the
Fundamental Change Repurchase Date and the time of delivery of the Note.

                  Notwithstanding anything herein to the contrary, any Holder
delivering to the Paying Agent the Fundamental Change Repurchase Notice
contemplated by this Section 3.10(c) shall have the right to withdraw such
Fundamental Change Repurchase Notice at any time prior to the close of business
on the Fundamental Change Repurchase Date by delivery of a written notice of
withdrawal to the Paying Agent in accordance with Section 3.11.

                  The Paying Agent shall promptly notify the Company of the
receipt by it of any Fundamental Change Repurchase Notice or written notice of
withdrawal thereof.

                  The Company shall not be required to comply with this Section
3.10 if a third party mails a written notice of Fundamental Change in the


                                       44
<PAGE>   46

manner, at the time and otherwise in compliance with this Section 3.10 and
repurchases all Notes for which a Fundamental Change Repurchase Notice shall be
delivered and not withdrawn.

                  SECTION 3.11. Effect of Purchase Notice or Fundamental Change
Repurchase Notice. Upon receipt by the Paying Agent of the Purchase Notice or
Fundamental Change Repurchase Notice specified in Section 3.09(a) or Section
3.10(c), as applicable, the Holder of a Note in respect of which such Purchase
Notice or Fundamental Change Repurchase Notice, as the case may be, was given
shall (unless such Purchase Notice or Fundamental Change Repurchase Notice is
withdrawn as specified in the fourth and fifth paragraphs of this Section 3.11)
thereafter be entitled to receive solely the Purchase Price or Fundamental
Change Repurchase Price, as the case may be, with respect to such Note. Such
Purchase Price or Fundamental Change Repurchase Price shall be paid to such
Holder, subject to receipt of funds and/or securities by the Paying Agent,
promptly following the later of (x) the Purchase Date or the Fundamental Change
Repurchase Date, as the case may be, with respect to such Note (provided the
conditions in Section 3.09(a) or Section 3.10(c), as applicable, have been
satisfied) and (y) the time of delivery of such Note to the Paying Agent by the
Holder thereof in the manner required by Section 3.09(a) or Section 3.10(c), as
applicable. Notes in respect of which a Purchase Notice or Fundamental Change
Repurchase Notice, as the case may be, has been given by the Holder thereof may
not be converted pursuant to Article 3 of the Supplemental Indenture on or after
the date of the delivery of such Purchase Notice or Fundamental Change
Repurchase Notice, as the case may be, unless such Purchase Notice or
Fundamental Change Repurchase Notice, as the case may be, has first been validly
withdrawn as specified in the fourth and fifth paragraphs of this Section 3.11.

                  Notwithstanding the foregoing, payment of the Purchase Price
or Fundamental Change Repurchase Price, as the case may be, for a Note for which
a Purchase Notice or Fundamental Change Repurchase Notice, as the case may be,
has been delivered and not validly withdrawn is conditioned upon book-entry
transfer or delivery of the Note, together with all necessary endorsements, to
the Paying Agent at any time after delivery of the Purchase Notice or
Fundamental Change Repurchase Notice, as the case may be. Payment of the
Purchase Price or the Fundamental Change Repurchase Price, as the case may be,
for the Note will be made promptly following the later of the Purchase Date or
Fundamental Change Repurchase Date, as the case may be, or the time of
book-entry transfer or physical delivery of the Note.

                  If the Paying Agent holds money or securities sufficient to
pay the Purchase Price or the Fundamental Change Repurchase Price, as the case
may be, of a Note on the Business Day following the Purchase Date or Fundamental
Change Repurchase Date, as the case may be, in accordance with the terms of the
Indenture then, immediately after the Purchase Date or Fundamental Change
Repurchase Date, the Note will cease to be Outstanding, whether or not
book-entry transfer is made or the Note is delivered to the Paying Agent.
Thereafter, all other rights of the Holder shall terminate, other than the right
to receive the Purchase Price or Fundamental Change Repurchase Price, as the
case may be, upon book-entry transfer or delivery of the Note.

                  A Purchase Notice or Fundamental Change Repurchase Notice, as
the case may be, may be withdrawn by means of a written notice of withdrawal
delivered to the office of the Paying Agent in accordance with the Purchase
Notice or Fundamental Change Repurchase Notice, as the case may be, at any time


                                       45
<PAGE>   47

prior to the close of business on the Purchase Date or the Fundamental Change
Repurchase Date, as the case may be, specifying:

          (1) the certificate number of the Note in respect of which such notice
     of withdrawal is being submitted;

          (2) the Principal Amount at Maturity of the Note with respect to which
     such notice of withdrawal is being submitted; and

          (3) the Principal Amount at Maturity, if any, of such Note which
     remains subject to the original Purchase Notice or Fundamental Change
     Repurchase Notice, as the case may be, and which has been or will be
     delivered for purchase by the Company.

                  A written notice of withdrawal of a Purchase Notice or
Fundamental Change Repurchase Notice may be in the form set forth in the
preceding paragraph or may be in the form of (i) a conditional withdrawal
contained in a Purchase Notice pursuant to the terms of Section 3.09(a)(1)(D) or
(ii) a conditional withdrawal containing the information set forth in Section
3.09(a)(1)(D) and the preceding paragraph and contained in a written notice of
withdrawal delivered to the Paying Agent as set forth in the preceding
paragraph.

                  There shall be no purchase of any Notes pursuant to Section
3.09 (other than through the issuance of Class A Common Stock in payment of the
Purchase Price, including cash in lieu of fractional shares) or 3.10 if there
has occurred (prior to, on or after, as the case may be, the giving, by the
Holders of such Notes, of the required Purchase Notice or Fundamental Change
Repurchase Notice, as the case may be) and is continuing an Event of Default
(other than a default in the payment of the Purchase Price or Fundamental Change
Repurchase Price, as the case may be, with respect to such Notes). The Paying
Agent will promptly return to the respective Holders thereof any Notes (x) with
respect to which a Purchase Notice or Fundamental Change Repurchase Notice, as
the case may be, has been withdrawn in compliance with this Indenture, or (y)
held by it during the continuance of an Event of Default (other than a default
in the payment of the Purchase Price or Fundamental Change Repurchase Price, as
the case may be, with respect to such Notes) in which case, upon such return,
the Purchase Notice or Fundamental Change Repurchase Notice with respect thereto
shall be deemed to have been withdrawn.

                  SECTION 3.12 Deposit of Purchase Price or Fundamental Change
Repurchase Price. Prior to 11:00 a.m. (New York City time) on the Business Day
following the Purchase Date or the Fundamental Change Repurchase Date, as the
case may be, the Company shall deposit with the Trustee or with the Paying Agent
(or, if the Company or a Subsidiary of the Company is the Paying Agent, shall
segregate and hold in trust an amount of money (in immediately available funds
if deposited on such Business Day) sufficient to pay the cash portion of the
aggregate Purchase Price or Fundamental Change Repurchase Price, as the case may
be, of all the Notes or portions thereof which are to be purchased as of the
Purchase Date or Fundamental Change Repurchase Date, as the case may be, and
shall instruct its stock transfer agent to deliver the number of full shares of
Class A Common Stock issuable in payment of the remaining portion of the
aggregate Purchase Price. The Company shall promptly notify the Trustee in


                                       46
<PAGE>   48

writing of the amount of any deposits of cash or deliveries of Class A Common
Stock made pursuant to this Section.

                  SECTION 3.13 Notes Purchased or Repurchased in Part. Any Note
which is to be purchased or repurchased only in part shall be surrendered at the
office of the Paying Agent (with, if the Company or the Trustee so requires, due
endorsement by, or a written instrument of transfer in form satisfactory to the
Company and the Trustee duly executed by, the Holder thereof or such Holder's
attorney duly authorized in writing) and the Company shall execute and the
Trustee shall authenticate and deliver to the Holder of such Note, without
service charge, a new Note or Notes, of any authorized denomination as requested
by such Holder in aggregate Principal Amount at Maturity equal to, and in
exchange for, the portion of the Principal Amount at Maturity of the Note so
surrendered which is not purchased.

                  SECTION 3.14 Covenant to Comply with Securities Laws upon
Purchase or Repurchase of Notes. In connection with any offer to purchase or
repurchase or purchase or repurchase of Notes under Section 3.09 or 3.10 hereof
(provided that such offer or purchase or repurchase constitutes an "issuer
tender offer" for purposes of Rule 13e-4 (which term, as used herein, includes
any successor provision thereto) under the Exchange Act at the time of such
offer or purchase), the Company shall (i) comply with Rule 13e-4 and Rule 14e-1
under the Exchange Act, (ii) file the related Schedule 13D or TO (or any
successor schedule, form or report) under the Exchange Act, and (iii) otherwise
comply with all federal and state securities laws so as to permit the rights and
obligations under Sections 3.09 and 3.10 to be exercised in the time and in the
manner specified in Sections 3.09 and 3.10.

                  SECTION 3.15. Repayment to the Company. The Trustee and the
Paying Agent shall return to the Company any cash or shares of Class A Common
Stock that remain unclaimed, together with interest or dividends, if any,
thereon (subject to the provisions of Section 7.05 hereof), held by them for the
payment of the Purchase Price or Fundamental Change Repurchase Price, as the
case may be; provided, however, that to the extent that the aggregate amount of
cash or shares of Class A Common Stock deposited by the Company pursuant to
Section 3.12 exceeds the aggregate Purchase Price or Fundamental Change
Repurchase Price, as the case may be, of the Notes or portions thereof which the
Company is obligated to purchase as of the Purchase Date or Fundamental Change
Repurchase Date, as the case may be, then promptly after the Business Day
following the Purchase Date or Fundamental Change Repurchase Date, as the case
may be, the Trustee shall return any such excess to the Company together with
interest or dividends, if any, thereon (subject to the provisions of Section
7.05 hereof)."

     (e) Section 4.01 of the Original Indenture is hereby amended by replacing
it in its entirety with the following:

                  "Section 4.01. Payment of Notes. The Company shall promptly
make all payments in respect of the Notes on the dates and in the manner
provided in the Notes or pursuant to this Indenture or the Supplemental
Indenture. Any amounts to be given to the Trustee or Paying Agent, shall be
deposited with the Trustee or Paying Agent by 10:00 a.m. New York City time by
the Company. Principal Amount at Maturity, Restated Principal Amount, Issue
Price plus accrued Original Issue Discount, Redemption Price, Purchase Price,
Fundamental Change Repurchase Price and cash interest shall be considered paid
on the applicable date due if on such date (or, in the case of a Purchase Price
or Fundamental Change Repurchase Price, on the Business Day following the


                                       47
<PAGE>   49

applicable Purchase Date or Fundamental Change Repurchase Date, as the case may
be) the Trustee or the Paying Agent holds, in accordance with this Indenture or
the Supplemental Indenture, money or securities, if permitted hereunder,
sufficient to pay all such amounts then due.

                  The Company shall, to the extent permitted by law, pay cash
interest on overdue amounts at the rate per annum set forth in paragraph 1 of
the Notes, compounded semiannually, which interest shall accrue from the date
such overdue amount was originally due to the date payment of such amount,
including interest thereon, has been made or duly provided for. All such
interest shall be payable on demand. The accrual of such interest on overdue
amounts shall be in lieu of, and not in addition to, the continued accrual of
Original Issue Discount."

          (f) Section 4.04 of the Original Indenture is hereby amended as
follows:

                    (i)   Section 4.04(a)(i) of the Original Indenture is hereby
               amended by replacing the phrase therein "payment of the principal
               of, and premium, if any, or interest on," with "payment in
               respect of."

                    (ii)  Section 4.04(a)(ii) of the Original Indenture is
               hereby amended by replacing the phrase therein "payment of the
               principal of, and premium, if any, or interest on," with "payment
               in respect of."

                    (iii) Section 4.04(b) of the Original Indenture is hereby
               amended by (i) replacing the phrase on the third line therein
               "the principal of, and premium, if any, or interest on," with
               "payments in respect of", (ii) replacing the phrase on the eighth
               line therein "pay such principal, premium, if any, or interest"
               with "make such payments" and (iii) replacing the phrase on the
               twelfth line therein "any payment of the principal of, and
               premium, if any, or interest on," with "any payment in respect
               of."

                    (iv)  Section 4.04(d) of the Original Indenture is hereby
               amended by (i) replacing the phrase on the third line therein
               "the principal of, and premium, if any, or interest on," with
               "payments in respect of" and (ii) replacing the phrase on the
               sixth line therein "pay the principal, premium or interest" with
               "make such payments."

          (g) Section 4.11 of the Original Indenture is hereby amended by
replacing the words therein "principal amount" with "aggregate Principal Amount
at Maturity."

          (h) Article VI of the Original Indenture is hereby amended by
replacing it in its entirety with the following:

                                   "ARTICLE VI

                              DEFAULTS AND REMEDIES

                  SECTION 6.01.  Events of Default. An "Event of Default" occurs
if:

                                       48
<PAGE>   50

                  (a)      the Company defaults in the payment of any cash
          interest upon any Note when such interest becomes due and payable, and
          such default in payment of interest shall continue for 30 days;

                  (b)      the Company defaults in the payment of the Principal
          Amount at Maturity (or, if the Notes have been converted to semiannual
          coupon debentures following a Tax Event, the Restated Principal
          Amount), Issue Price plus accrued Original Issue Discount, Redemption
          Price, Purchase Price or Fundamental Change Repurchase Price on any
          Note when the same becomes due and payable at its Stated Maturity,
          upon redemption, upon declaration, when due for purchase by the
          Company or otherwise;

                  (c)      the Company fails to deliver shares of Class A Common
          Stock, together with cash in lieu of fractional shares, or fails to
          deliver cash instead if the Company so elects, when such Class A
          Common Stock and cash in lieu of fractional shares, or cash instead,
          is required to be delivered upon conversion of a Note and continuance
          of such default for 10 days;

                  (d)      the Company fails to comply with Article X of the
          Original Indenture;

                  (e)      the Company fails to comply with any of its other
          covenants or agreements contained in the Notes or this Indenture or
          the Supplemental Indenture, continuing for a period of 60 days after
          receipt by the Company of a Notice of Default; provided that this
          paragraph (e) does not apply to Defaults in covenants for which this
          Indenture or the Supplemental Indenture specifically provides
          otherwise;

                  (f)      Indebtedness of the Company or any Restricted
          Subsidiary is not paid within any applicable grace period after final
          maturity or is accelerated by its holders because of a default and the
          total amount of such Indebtedness unpaid or accelerated exceeds 5% of
          the aggregate outstanding principal amount of all Indebtedness of the
          Company and the Restricted Subsidiaries at the time and such default
          remains uncured or such acceleration is not rescinded;

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

                  (A)      commences a voluntary case or proceeding;

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

                  (C)      consents to the appointment of a Custodian of it or
          for any substantial part of its property;

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

                  (E)      files a petition in bankruptcy or answer or consent
          seeking reorganization or relief; or


                                       49
<PAGE>   51

                  (F)      consents to the filing of such a petition or the
          appointment of or taking possession by a Custodian; or

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

                  (A)      is for relief against the Company in an involuntary
          case or proceeding, or adjudicates the Company insolvent or bankrupt;

                  (B)      appoints a Custodian of the Company or for any
          substantial part of its properties; or

                  (C)      orders the winding up or liquidation of the Company;
          and the order or decree remains unstayed and in effect for 60 days.

                  "Bankruptcy Law" means Title 11, United States Code, or any
similar Federal or state law for the relief of debtors.

                  "Custodian" means any receiver, trustee, assignee, liquidator,
custodian or similar official under any Bankruptcy Law.

                  A Default under clause (e) above is not an Event of Default
until the Trustee notifies the Company, or the Holders of at least 25% in
aggregate Principal Amount at Maturity of the Notes at the time outstanding
notify the Company and the Trustee, of the Default and the Company does not cure
such Default (and such Default is not waived) within the time specified in
clause (e) above after actual receipt of such notice. Any such notice must
specify the Default, demand that it be remedied and state that such notice is a
"Notice of Default."

                  The Company will deliver to the Trustee, within 30 days of
becoming aware of the occurrence of an Event of Default, written notice thereof.
In addition, the Company shall deliver to the Trustee, within 30 days after it
becomes aware of the occurrence thereof, written notice of any event which with
the giving of notice or the lapse of time, or both, would become an Event of
Default under clause (d), (e) or (f) above, its status and what action the
Company is taking or proposes to take with respect thereto.

                  SECTION 6.02. Acceleration. If an Event of Default (other than
an Event of Default specified in Section 6.01(g) or (h)) occurs and is
continuing, the Trustee by Notice to the Company, or the Holders of at least 25%
in aggregate Principal Amount at Maturity of the Notes at the time outstanding
by written notice to the Company and the Trustee, may declare the Issue Price
plus accrued Original Issue Discount and any accrued and unpaid cash interest
(or if the Notes have been converted to semiannual coupon Notes following a Tax
Event, the Restated Principal Amount, plus accrued and unpaid interest) through
the date of declaration (in the case of an Event of Default specified in Section
6.01(a) through (f)) on all the Notes to be immediately due and payable. Upon
such a declaration, such Issue Price plus accrued Original Issue Discount and
any accrued and unpaid cash interest (or, if the Notes have been converted to
semiannual coupon Notes following a Tax Event, the Restated Principal Amount,
plus accrued and unpaid interest) shall be due and payable immediately. If an
Event of Default specified in Section 6.01(g) or (h) occurs and is continuing,


                                       50
<PAGE>   52

the Issue Price plus accrued Original Issue Discount and any accrued and unpaid
cash interest (or, if the Notes have been converted to semiannual coupon Notes
following a Tax Event, the Restated Principal Amount, plus accrued and unpaid
interest) on all the Notes shall become and be immediately due and payable
without any declaration or other act on the part of the Trustee or any
Noteholders. The Holders of a majority in aggregate Principal Amount at Maturity
of the Notes at the time outstanding, by notice to the Trustee (and without
notice to any other Noteholder) may rescind an acceleration and its consequences
if the rescission would not conflict with any judgment or decree and if all
existing Events of Default have been cured or waived except nonpayment of the
Issue Price plus accrued Original Issue Discount and any accrued and unpaid cash
interest (or, if the Notes have been converted to semiannual coupon Notes
following a Tax Event, the Restated Principal Amount, plus accrued and unpaid
interest) that have become due solely as a result of acceleration and if all
amounts due to the Trustee under Section 7.06 have been paid. No such rescission
shall affect any subsequent Default or impair any right consequent thereto.

                  SECTION 6.03. Other Remedies. If an Event of Default occurs
and is continuing, the Trustee may pursue any available remedy to collect the
payment of the Issue Price plus accrued Original Issue Discount and any accrued
and unpaid cash interest (or, if the Notes have been converted to semiannual
coupon notes following a Tax Event, the Restated Principal Amount, plus accrued
and unpaid interest) on the Notes or to enforce the performance of any provision
of the Notes or this Indenture or the Supplemental Indenture.

                  The Trustee may maintain a proceeding even if the Trustee does
not possess any of the Notes or does not produce any of the Notes in the
proceeding. A delay or omission by the Trustee or any Noteholder 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 6.04. Waiver of Past Defaults. The Holders of a
majority in aggregate Principal Amount at Maturity of the Notes at the time
outstanding, by notice to the Trustee (and without notice to any other
Noteholder), may waive an existing Default and its consequences except (i) an
Event of Default described in Section 6.01(a) or (b), (ii) a Default in respect
of a provision that under Section 9.02 of this Indenture cannot be amended
without the consent of each Noteholder affected or (iii) a Default which
constitutes a failure to convert any Note in accordance with the terms of
Article 3 of the Supplemental Indenture. When a Default is waived, it is deemed
cured, but no such waiver shall extend to any subsequent or other Default or
impair any consequent right. This Section 6.04 shall be in lieu of Section
316(a)1(B) of the TIA and such Section 316(a)1(B) is hereby expressly excluded
from this Indenture or the Supplemental Indenture, as permitted by the TIA.

                  SECTION 6.05. Control by Majority. The Holders of a majority
in aggregate Principal Amount at Maturity of the Notes at the time outstanding
may direct the time, method and place of conducting any proceeding for any
remedy available to the Trustee or of exercising any trust or power conferred on
the Trustee. However, the Trustee may refuse to follow any direction that
conflicts with law, this Indenture or the Supplemental Indenture or that the
Trustee determines in good faith is unduly prejudicial to the rights of other


                                       51
<PAGE>   53

Noteholders or would involve the Trustee in personal liability unless the
Trustee is offered indemnity satisfactory to it against loss, liability or
expense. This Section 6.05 shall be in lieu of Section 316(a)1(A) of the TIA and
such Section 316(a)1(A) is hereby expressly excluded from this Indenture or the
Supplemental Indenture, as permitted by the TIA.

                  SECTION 6.06.  Limitation on Suits.  A Noteholder may not
pursue any remedy with respect to this Indenture, the Supplemental Indenture or
the Notes unless:

                  (1)      the Holder gives to the Trustee written notice
stating that an Event of Default is continuing;

                  (2)      the Holders of at least 25% in aggregate Principal
Amount at Maturity of the Notes at the time outstanding make a written request
to the Trustee to pursue the remedy;

                  (3)      such Holder or Holders offer to the Trustee
reasonable  security or indemnity  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 such notice, request and offer of security or
indemnity; and

                  (5)      the Holders of a majority in aggregate Principal
Amount at Maturity of the Notes at the time outstanding do not give the Trustee
a direction inconsistent with the request during such 60-day period.

                  A Noteholder may not use this Indenture or the Supplemental
Indenture to prejudice the rights of any other Noteholder or to obtain a
preference or priority over any other Noteholder.

                  SECTION 6.07. Rights of Holders to Receive Payment.
Notwithstanding any other provision of this Indenture or the Supplemental
Indenture, the right of any Holder to receive payment of the Principal Amount at
Maturity (or, if the Notes have been converted to semiannual coupon notes
following a Tax Event, the Restated Principal Amount), Issue Price plus accrued
Original Issue Discount, Redemption Price, Purchase Price, Fundamental Change
Repurchase Price or any accrued cash interest (or, if the Notes have been
converted to semiannual coupon notes following a Tax Event, the Restated
Principal Amount, plus accrued interest) in respect of the Notes held by such
Holder, on or after the respective due dates expressed in the Notes or any
Redemption Date, and to convert the Notes in accordance with Article 3 of the
Supplemental Indenture, or to bring suit for the enforcement of any such payment
on or after such respective dates or the right to convert, shall not be impaired
or affected adversely without the consent of such Holder.

                  SECTION 6.08. Collection Suit by Trustee. If an Event of
Default described in Section 6.01(a) or (b) occurs and is continuing, the
Trustee may recover judgment in its own name and as trustee of an express trust
against the Company for the whole amount owing with respect to the Notes and the
amounts provided for in Section 7.06 of this Indenture.

                  SECTION 6.09. Trustee May File Proofs of Claim. In case of the
pendency of any receivership, insolvency, liquidation, bankruptcy,


                                       52
<PAGE>   54

reorganization, arrangement, adjustment, composition or other judicial
proceeding relative to the Company or any other obligor upon the Notes or the
property of the Company or of such other obligor or their creditors, the Trustee
(irrespective of whether the Principal Amount at Maturity, Issue Price plus
accrued Original Issue Discount, Redemption Price, Purchase Price, Fundamental
Change Repurchase Price or any accrued and unpaid cash interest (or, if the
Notes have been converted to semiannual coupon notes following a Tax Event, the
Restated Principal Amount, plus accrued and unpaid interest) in respect of the
Notes shall then be due and payable as therein expressed or by declaration or
otherwise and irrespective of whether the Trustee shall have made any demand on
the Company for the payment of any such amount) shall be entitled and empowered,
by intervention in such proceeding or otherwise,

                  (a)      to file and prove a claim for the whole amount of the
Principal Amount at Maturity, Issue Price plus accrued Original Issue Discount,
Redemption Price, Purchase Price, Fundamental Change Repurchase Price, or any
accrued and unpaid cash interest (or, if the Notes have been converted to
semiannual coupon notes following a Tax Event, the Restated Principal Amount,
plus accrued and unpaid interest) and to file such other papers or documents as
may be necessary or advisable in order to have the claims of the Trustee
(including any claim for the reasonable compensation, expenses, disbursements
and advances of the Trustee, its agents and counsel or any other amounts due the
Trustee under Section 7.06 of this Indenture) and of the Holders allowed in such
judicial proceeding, and

                  (b)      to collect and receive any moneys or other property
payable or deliverable on any such claims and to distribute the same;

and any custodian, receiver, assignee, trustee, liquidator, sequestrator or
similar official in any such judicial proceeding is hereby authorized by each
Holder to make such payments to the Trustee and, in the event that the Trustee
shall consent to the making of such payments directly to the Holders, to pay the
Trustee any amount due it for the reasonable compensation, expenses,
disbursements and advances of the Trustee, its agents and counsel, and any other
amounts due the Trustee under Section 7.06 of this Indenture.

                  Nothing herein contained shall be deemed to authorize the
Trustee to authorize or consent to or accept or adopt on behalf of any Holder
any plan of reorganization, arrangement, adjustment or composition affecting the
Notes or the rights of any Holder thereof, or to authorize the Trustee to vote
in respect of the claim of any Holder in any such proceeding.

                  SECTION 6.10.  Priorities.  If the Trustee collects any money
pursuant to this Article 6, it shall pay out the money in the following order:

                  FIRST:  to the Trustee for amounts due under Section 7.06 of
this Indenture;

                  SECOND: to Noteholders for amounts due and unpaid on the Notes
for the Principal Amount at Maturity, Issue Price plus accrued Original Issue
Discount, Redemption Price, Purchase Price, Fundamental Change Repurchase Price
or any accrued and unpaid cash interest (or, if the Notes have been converted to
semiannual coupon notes following a Tax Event, the Restated Principal Amount,
plus accrued and unpaid interest) as the case may be, ratably, without


                                       53
<PAGE>   55

preference or priority of any kind, according to such amounts due and payable on
the Notes; and

                  THIRD:  the balance, if any, to the Company.

                  The Trustee may fix a record date and payment date for any
payment to Noteholders pursuant to this Section 6.10. At least 15 days before
such record date, the Trustee shall mail to each Noteholder and the Company a
notice that states the record date, the payment date and the amount to be paid.

                  SECTION 6.11. Undertaking for Costs. In any suit for the
enforcement of any right or remedy under this Indenture or the Supplemental
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 (other than the Trustee) 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 6.11 does not apply to a suit
by the Trustee, a suit by a Holder pursuant to Section 6.07 of this Indenture or
a suit by Holders of more than 10% in aggregate Principal Amount at Maturity of
the Notes at the time outstanding. This Section 6.11 shall be in lieu of Section
315(e) of the TIA and such Section 315(e) is hereby expressly excluded from this
Indenture or the Supplemental Indenture, as permitted by the TIA.

                  SECTION 6.12. Waiver of Stay, Extension or Usury Laws. The
Company covenants (to the extent that it may lawfully do so) that it will not at
any time insist upon, or plead, or in any manner whatsoever claim or take the
benefit or advantage of, any stay or extension law or any usury or other law
wherever enacted, now or at any time hereafter in force, which would prohibit or
forgive the Company from paying all or any portion of the Principal Amount at
Maturity, Issue Price plus accrued Original Issue Discount, Redemption Price,
Purchase Price, Fundamental Change Repurchase Price or any accrued cash interest
(or, if the Notes have been converted to semiannual coupon notes following a Tax
Event, the Restated Principal Amount, plus accrued interest) in respect of
Notes, or which may affect the covenants or the performance of this Indenture or
the Supplemental Indenture; and the Company (to the extent that it may lawfully
do so) hereby expressly waives all benefit or advantage of any such law, and
covenants that it will not hinder, delay or impede the execution of any power
herein granted to the Trustee, but will suffer and permit the execution of every
such power as though no such law had been enacted."

     (i) Section 7.01(d) of the Original Indenture is hereby amended by
replacing the words therein "principal amount" with "Principal Amount at
Maturity."

     (j) Section 7.08 of the Original Indenture is hereby amended by replacing
the words in the first and second paragraphs therein "principal amount" with
"Principal Amount at Maturity."

     (k) Section 8.01 of the Original Indenture is hereby amended by replacing
the words therein "principal amount" with "Principal Amount at Maturity."


                                       54
<PAGE>   56

     (l) Section 8.03 of the Original Indenture is hereby amended by replacing
the phrase therein "payment of or on account of the principal of and premium, if
any, and (subject to Section 2.03) interest on" with "payments in respect of."

     (m) Section 8.04 of the Original Indenture is hereby amended by replacing
the words therein "principal amount" with "Principal Amount at Maturity."

     (n) Section 9.01(b) of the Original Indenture is hereby amended by
replacing the words therein "principal amount" with "Principal Amount at
Maturity."

     (o) Section 9.02 of the Original Indenture is hereby amended by replacing
it in its entirety with the following:

                  "SECTION 9.02. Modification of Indenture with Consent of
Holders of Debt Notes. With the written consent of the Holders of at least a
majority in aggregate Principal Amount at Maturity of the Notes at the time
outstanding, the Company and the Trustee may amend this Indenture, the
Supplemental Indenture or the Notes. However, without the consent of each
Noteholder affected, an amendment to this Indenture, the Supplemental Indenture
or the Notes may not:

     (a) reduce the  percentage  in Principal  Amount at Maturity of Notes whose
Holders must consent to an amendment;

     (b) make any change in the manner or rate of accrual in connection with
Original Issue Discount or cash interest, reduce the rate of cash interest
referred to in paragraph 1 of the Notes, reduce the rate of interest referred to
in Section 401 of the Supplemental Indenture upon the occurrence of a Tax Event,
or extend the time for payment of Original Issue Discount or cash interest on
any Note;

     (c) reduce the Principal Amount at Maturity,  Restated  Principal Amount or
the Issue Price of or extend the Stated Maturity of any Note;

     (d) reduce the  Redemption  Price,  Purchase  Price or  Fundamental  Change
Repurchase Price of any Note;

     (e) make any Note payable in money or securities  other than that stated in
the Note;

     (f) make any change in Section 6.04 or 6.07 of this Indenture or this
Section 9.02, except to increase any percentage set forth therein;

     (g) make any change that adversely affects the right to convert any Note;

     (h) make any change that adversely affects the right to require the Company
to purchase the Notes in accordance with the terms thereof and this Indenture or
the Supplemental Indenture;

     (i)  release  any  security  that may have been  granted  in respect of the
Notes; or


                                       55
<PAGE>   57

     (j) impair the right to institute suit for the enforcement of any payment
with respect to, or conversion of, the Notes.

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

     After an amendment under this Section 9.02 becomes effective, the Company
shall mail to each Holder a notice briefly describing the amendment."

     (p) Article XI of the Original Indenture is hereby amended by replacing it
in its entirety with the following:

                                   "ARTICLE XI

                             DISCHARGE OF INDENTURE

                  SECTION 11.01. Discharge of Liability on Notes. When (i) the
Company delivers to the Trustee all outstanding Notes (other than Notes replaced
pursuant to Section 2.07) for cancellation or (ii) all outstanding Notes have
become due and payable and the Company deposits with the Trustee cash or, if
expressly permitted by the terms of the Notes, Class A Common Stock sufficient
to pay all amounts due and owing on all outstanding Notes (other than Notes
replaced pursuant to Section 2.09 of this Indenture), and if in either case the
Company pays all other sums payable hereunder by the Company, then this
Indenture and the Supplemental Indenture shall, subject to Section 7.06 of this
Indenture, cease to be of further effect with respect to the Notes. The Trustee
shall join in the execution of a document prepared by the Company acknowledging
satisfaction and discharge of this Indenture and the Supplemental Indenture on
demand of the Company accompanied by an Officers' Certificate and Opinion of
Counsel and at the cost and expense of the Company.

                  SECTION 11.02. Repayment to the Company. The Trustee and the
Paying Agent shall return to the Company upon written request any money or
securities held by them for the payment of any amount with respect to the Notes
that remains unclaimed for two years, subject to applicable unclaimed property
law. After return to the Company, Holders entitled to the money or securities
must look to the Company for payment as general creditors unless an applicable
abandoned property law designates another person and the Trustee and the Paying
Agent shall have no further liability to the Noteholders with respect to such
money or securities for that period commencing after the return thereof."

     (q)  Article  XII  of the  Original  Indenture  is  hereby  deleted  in its
entirety.

               SECTION 502 Interpretation of Original Indenture. Except as
otherwise specifically provided in this Supplemental Indenture, whenever in the
Original Indenture there is mentioned, in any context, the principal of or
principal amount of any Debt Security of any series or a percentage in principal
amount of the Outstanding Debt Securities of any series, such mention shall be
deemed to be, solely with respect to the Notes, the Principal Amount at Maturity
of the Notes or a percentage of the aggregate Principal Amount at Maturity of
the Notes at the time Outstanding.


                                       56
<PAGE>   58

                                   ARTICLE 6

                               Additional Covenant

                   SECTION 601 Delivery of Certain Information. At any time the
Company is not subject to Section 13 or 15(d) of the Exchange Act, upon the
request of a Holder or any beneficial holder of Notes or shares of Class A
Common Stock which are restricted securities issued upon conversion thereof, the
Company will promptly furnish or cause to be furnished Rule 144A Information (as
defined below) to such Holder or any beneficial holder of Notes or holder of
shares of Class A Common Stock issued upon conversion of Notes, or to a
prospective purchaser of any such security designated by any such holder, as the
case may be, to the extent required to permit compliance by such Holder or
holder with Rule 144A in connection with the resale of any such security. "Rule
144A Information" shall be such information as is specified pursuant to Rule
144A(d)(4) under the Securities Act.


                                   ARTICLE 7

                            MISCELLANEOUS PROVISIONS

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

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

                  This Supplemental Indenture shall be governed by, and
construed in accordance with, the laws of the State of New York.

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


                                       57

<PAGE>   59

                  IN WITNESS WHEREOF, the parties have caused this Fourth
Supplemental Indenture to be duly executed.

                                              Cox Communications, Inc.

                                              By:  /s/ Mark W. Major
                                                  ------------------------------
                                              Name:  Mark W. Major
                                              Title:    Treasurer

                                              The Bank of New York, as Trustee

                                              By:  /s/ Mary LaGumina
                                                  ------------------------------
                                              Name: Mary LaGumina
                                              Title: Vice President


                                       58
<PAGE>   60

                                   EXHIBIT A-1

                           [FORM OF FACE OF SECURITY]


         THIS SECURITY WAS ISSUED WITH ORIGINAL ISSUE DISCOUNT, FOR PURPOSES OF
SECTIONS 1272, 1273 AND 1275 OF THE UNITED STATES INTERNAL REVENUE CODE OF 1986,
AS AMENDED, THE ISSUE PRICE OF THIS SECURITY IS $695.03 PER $1,000 OF PRINCIPAL
AMOUNT AT MATURITY, THE AMOUNT OF ORIGINAL ISSUE DISCOUNT IS $304.97 PER $1,000
OF PRINCIPAL AMOUNT AT MATURITY, THE ISSUE DATE IS FEBRUARY 23, 2001 AND THE
YIELD TO MATURITY IS 2.25% COMPOUNDED SEMI-ANNUALLY.

         THIS SECURITY AND THE SHARES OF CLASS A COMMON STOCK OF THE COMPANY
ISSUABLE UPON CONVERSION OF THIS NOTE HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR ANY STATE
SECURITIES LAWS. NEITHER THIS SECURITY, THE SHARES OF CLASS A COMMON STOCK
ISSUABLE UPON CONVERSION OF THIS SECURITY NOR ANY INTEREST OR PARTICIPATION
HEREIN OR THEREIN MAY BE REOFFERED, RESOLD, ASSIGNED, TRANSFERRED, PLEDGED,
ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR
UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, REGISTRATION.

         THE HOLDER OF THIS SECURITY OR ANY BENEFICIAL INTEREST HEREIN WILL BE
ABLE TO EXERCISE THE CONVERSION RIGHT ONLY IF THE HOLDER CERTIFIES THAT IT (A)
IS A "QUALIFIED INSTITUTIONAL BUYER" (AS DEFINED BELOW) (B) IS AN INSTITUTIONAL
ACCREDITED INVESTOR (AS DEFINED BELOW) OR (C) IS NOT A U.S. PERSON (AS DEFINED
IN REGULATION S) AND IS NOT EXERCISING SUCH CONVERSION RIGHT ON BEHALF OF A U.S.
PERSON.

         BY ITS ACQUISITION HEREOF OR OF A BENEFICIAL INTEREST HEREIN, THE
HOLDER AGREES TO OFFER, SELL OR OTHERWISE TRANSFER THIS SECURITY OR ANY
BENEFICIAL INTEREST HEREIN PRIOR TO THE DATE (THE "RESALE RESTRICTION
TERMINATION DATE"), WHICH IS TWO YEARS AFTER THE LATER OF THE ORIGINAL ISSUE
DATE HEREOF AND THE LAST DATE ON WHICH THE COMPANY OR ANY AFFILIATE OF THE
COMPANY WAS THE OWNER OF THIS SECURITY OR ANY BENEFICIAL INTEREST HEREIN (OR ANY
PREDECESSOR SECURITY) ONLY (A) TO THE COMPANY OR ANY SUBSIDIARY THEREOF, (B) FOR
SO LONG AS THE SECURITIES ARE ELIGIBLE FOR RESALE PURSUANT TO RULE 144A, TO A
PERSON IT REASONABLY BELIEVES IS A "QUALIFIED INSTITUTIONAL BUYER" AS DEFINED IN
RULE 144A UNDER THE SECURITIES ACT THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE
ACCOUNT OF A "QUALIFIED INSTITUTIONAL BUYER" TO WHICH NOTICE IS GIVEN THAT THE
TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (C) TO AN INSTITUTIONAL
"ACCREDITED INVESTOR" WITHIN THE MEANING OF SUBPARAGRAPH (A)(1), (2), (3) OR (7)
OF RULE 501 UNDER THE SECURITIES ACT THAT IS ACQUIRING THE SECURITY FOR ITS OWN
ACCOUNT, OR FOR THE ACCOUNT OF SUCH AN INSTITUTIONAL "ACCREDITED INVESTOR," FOR


                                     A-1-1
<PAGE>   61

INVESTMENT PURPOSES AND NOT WITH A VIEW TO, OR FOR OFFER OR SALE IN CONNECTION
WITH, ANY DISTRIBUTION IN VIOLATION OF THE SECURITIES ACT, (D) PURSUANT TO A
REGISTRATION STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES
ACT, (E) OUTSIDE THE UNITED STATES TO NON-U.S. PERSONS IN AN OFFSHORE
TRANSACTION IN ACCORDANCE WITH RULE 903 OR 904 OF REGULATION S UNDER THE
SECURITIES ACT, OR (F) PURSUANT TO ANY OTHER AVAILABLE EXEMPTION FROM THE
REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, INCLUDING UNDER RULE 144, IF
AVAILABLE, SUBJECT TO THE COMPANY'S AND THE TRUSTEE'S RIGHT PRIOR TO ANY SUCH
OFFER, SALE OR TRANSFER PURSUANT TO CLAUSE (C), (E) OR (F) TO REQUIRE THE
DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATION AND/OR OTHER INFORMATION
SATISFACTORY TO EACH OF THEM, AND IN EACH OF THE FOREGOING CASES, A CERTIFICATE
OF TRANSFER IN THE FORM APPEARING ON THE OTHER SIDE OF THIS SECURITY IS
COMPLETED AND DELIVERED BY THE TRANSFEROR TO THE TRUSTEE. THIS LEGEND WILL BE
REMOVED UPON THE REQUEST OF THE HOLDER AFTER THE RESALE RESTRICTION TERMINATION
DATE. IN ANY CASE, THE HOLDER HEREOF WILL NOT, DIRECTLY OR INDIRECTLY, ENGAGE IN
ANY HEDGING TRANSACTIONS WITH REGARD TO THIS SECURITY OR ANY SHARES OF CLASS A
COMMON STOCK ISSUABLE UPON CONVERSION OF THIS NOTE EXCEPT AS PERMITTED BY THE
SECURITIES ACT.

         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 TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (AND ANY PAYMENT HEREON IS MADE
TO CEDE & CO.), 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.

         TRANSFERS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS, IN
WHOLE BUT NOT IN PART, TO NOMINEES OF THE DEPOSITORY TRUST COMPANY OR TO A
SUCCESSOR THEREOF OR SUCH SUCCESSOR'S NOMINEE AND TRANSFERS OF PORTIONS OF THIS
GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE
RESTRICTIONS SET FORTH IN ARTICLE TWO OF THE FOURTH SUPPLEMENTAL INDENTURE
REFERRED TO ON THE REVERSE HEREOF.


                                     A-1-2
<PAGE>   62

                            COX COMMUNICATIONS, INC.

                        Convertible Senior Notes due 2021


No. R-__                                        CUSIP:  224044 BA 4
Issue Date: February 23, 2001                   Original Issue Discount: $304.97
Issue Price:  $695.03                           (for each $1,000 Principal
(for each $1,000 Principal                      Amount at Maturity)
Amount at Maturity)

     Cox Communications, Inc., a Delaware corporation (the "Company", which term
includes any successor Person under the Indenture  hereinafter referred to), for
value received, hereby promises to pay to Cede & Co., or registered assigns, the
Principal Amount at Maturity of [___________________________]  ($[____________])
on February 23, 2021.

     This Note shall not bear interest except as specified on the other side of
this Note. Original Issue Discount will accrue as specified on the other side of
this Note. This Note is convertible as specified on the other side of this Note.

     Reference is hereby made to the further provisions of this Note set forth
on the reverse hereof, which further provisions shall for all purposes have the
same effect as if set forth at this place.

     Unless the certificate of authentication hereon has been executed by the
Trustee referred to on the reverse hereof by manual signature, this Note shall
not be entitled to any benefit under the Indenture or be valid or obligatory for
any purpose.


                                     A-1-3

<PAGE>   63



         IN WITNESS WHEREOF, the Company has caused this instrument to be duly
executed under its corporate seal.

                                                     COX COMMUNICATIONS, INC.


                                                     By:
                                                       -------------------------
                                                        Name:
                                                        Title:








                     TRUSTEE'S CERTIFICATE OF AUTHENTICATION

         This is one of the Debt Securities of the series designated therein
referred to in the within-mentioned Indenture.

Dated:                                               THE BANK OF NEW YORK,
                                                         as Trustee



                                                     By
                                                       -------------------------
                                                          Authorized Signatory



                                     A-1-4

<PAGE>   64

                             [REVERSE SIDE OF NOTE]
                        Convertible Senior Notes Due 2021



1.       Cash Interest; Original Issue Discount.

         The Company promises to pay interest in cash on the Principal Amount at
Maturity of this Note at the rate per annum of 0.348%. The Company will pay cash
interest semiannually in arrears on February 23 and August 23 of each year (each
an "Interest Payment Date") to Holders of record at the close of business on
each February 8 or August 8 (whether or not a business day) (each a "Regular
Record Date") immediately preceding such Interest Payment Date. Cash interest on
the Notes will accrue from the most recent date to which interest has been paid
or duly provided or, if no interest has been paid, from the Issue Date. Cash
interest will be computed on the basis of a 360-day year of twelve 30-day
months.

         Original Issue Discount (the difference between the Issue Price and the
Principal Amount at Maturity of the Note), in the period during which a Note
remains outstanding, together with regular cash interest, shall accrue at 2.25%
per annum, on a semiannual bond equivalent basis using a 360-day year composed
of twelve 30-day months, from the Issue Date of this Note.

2.       Method of Payment.

         Subject to the terms and conditions of the Indenture, the Company will
make payments in respect of the principal of, premium, if any, and cash interest
on this Note and in respect of Redemption Prices, Purchase Prices and
Fundamental Change Repurchase Prices to Holders who surrender Notes to a Paying
Agent to collect such payments in respect of the Notes. The Company will pay
cash amounts in money of the United States that at the time of payment is legal
tender for payment of public and private debts. However, the Company may make
such cash payments by check payable in such money. Any payment required to be
made on any day that is not a Business Day will be made on the next succeeding
Business Day.

3.       Paying Agent, Conversion Agent and Registrar.

         Initially, The Bank of New York, a New York banking association (the
"Trustee"), will act as Paying Agent, Conversion Agent and Registrar. The
Company may appoint and change any Paying Agent, Conversion Agent, Registrar or
co-registrar without notice, other than notice to the Trustee except that the
Company will maintain at least one Paying Agent in the State of New York, City
of New York, Borough of Manhattan, which shall initially be an office or agency
of the Trustee. The Company or any of its Subsidiaries or any of their
Affiliates may act as Paying Agent, Conversion Agent, Registrar or co-registrar.

4.       Indenture.

         The Company issued the Notes under an Indenture dated as of June 27,
1995 (the "Original Indenture"), as supplemented by a fourth supplemental
indenture, dated as of February 23, 2001 (the "Supplemental Indenture," and
together with the Original Indenture, the "Indenture") between the Company and
the Trustee. The terms of the Notes include those stated in the Indenture and


                                     A-1-5
<PAGE>   65

those made part of the Indenture by reference to the Trust Indenture Act of
1939, as in effect from time to time (the "TIA"). Capitalized terms used herein
and not defined herein have the meanings ascribed thereto in the Indenture. The
Notes are subject to all such terms, and Noteholders are referred to the
Indenture and the TIA for a statement of those terms.

         The Notes are general unsecured obligations of the Company limited to
$793,000,000 aggregate Principal Amount at Maturity (subject to Article 2 of the
Supplemental Indenture).

5.       Redemption at the Option of the Company.

         No sinking fund is provided for the Notes. The Notes are redeemable as
a whole, or from time to time in part, at any time at the option of the Company
at the Redemption Prices set forth below, provided that the Notes are not
redeemable prior to February 26, 2003.

         The table below shows Redemption Prices of a Note per $1,000 Principal
Amount at Maturity on the dates shown below and at Stated Maturity, which prices
reflect accrued Original Issue Discount calculated to each such date. The
Redemption Price of a Note redeemed between such dates shall include an
additional amount reflecting the additional Original Issue Discount accrued
since the immediately preceding date in the table. In addition, the Company
shall pay accrued and unpaid cash interest on Notes to be redeemed to, but
excluding, the Redemption Date.

<TABLE>
<CAPTION>
                                                    (1)                      (2)                       (3)
                                                   Note                Accrued Original         Redemption Price
            Redemption Date                     Issue Price             Issue Discount              (1) + (2)
-------------------------------------          -------------          -------------------       -----------------
<S>                                            <C>                    <C>                       <C>
February 26, 2003....................             $695.03                   $24.83                   $719.86
February 23, 2004....................             $695.03                   $37.52                   $732.55
February 23, 2005....................             $695.03                   $50.59                   $745.62
February 23, 2006....................             $695.03                   $63.96                   $758.99
February 23, 2007....................             $695.03                   $77.64                   $772.67
February 23, 2008....................             $695.03                   $91.62                   $786.65
February 23, 2009....................             $695.03                  $105.92                   $800.95
February 23, 2010....................             $695.03                  $120.54                   $815.57
February 23, 2011....................             $695.03                  $135.50                   $830.53
February 23, 2012....................             $695.03                  $150.79                   $845.82
February 23, 2013....................             $695.03                  $166.43                   $861.46
February 23, 2014....................             $695.03                  $182.42                   $877.45
February 23, 2015....................             $695.03                  $198.77                   $893.80
February 23, 2016....................             $695.03                  $215.50                   $910.53
February 23, 2017....................             $695.03                  $232.60                   $927.63
February 23, 2018....................             $695.03                  $250.09                   $945.12
February 23, 2019....................             $695.03                  $267.98                   $963.01
February 23, 2020....................             $695.03                  $286.27                   $981.30
At Stated Maturity...................             $695.03                  $304.97                 $1,000.00
</TABLE>


                                    A-1-6

<PAGE>   66

         If converted to a semiannual coupon note following the occurrence of a
Tax Event, the Redemption Price will equal the Restated Principal Amount plus
accrued and unpaid interest from the date of such conversion through the
Redemption Date, but in no event will this Note be redeemable before February
26, 2003.

6.       Purchase By the Company at the Option of the Holder.

         Subject to the terms and conditions of the Indenture, the Company shall
become obligated to purchase, at the option of the Holder, the Notes held by
such Holder on the following Purchase Dates and at the following Purchase Prices
per $1,000 Principal Amount at Maturity (plus accrued and unpaid cash interest
on the Notes to, but excluding, the applicable Purchase Date), upon delivery of
a Purchase Notice containing the information set forth in the Indenture, at any
time from the opening of business on the date that is 20 Business Days prior to
such Purchase Date until the close of business on such Purchase Date and upon
delivery of the Notes to the Paying Agent by the Holder as set forth in the
Indenture.

<TABLE>
<CAPTION>
            Purchase Date                         Purchase Price
            -------------                         --------------
          <S>                                     <C>
          February 23, 2002                          $707.26
          February 23, 2003                          $719.76
          February 23, 2004                          $732.55
          February 23, 2005                          $745.62
          February 23, 2006                          $758.99
          February 23, 2011                          $830.53
          February 23, 2016                          $910.53
</TABLE>


         The Purchase Price, plus any accrued and unpaid cash interest to, but
excluding, the Purchase Date, for all Notes purchased on February 23, 2002 will
be paid in cash but on the later six Purchase Dates it may be paid, at the
option of the Company, in cash or shares of Class A Common Stock or any
combination thereof.

         If prior to a Purchase Date this Note has been converted to a
semiannual coupon note following the occurrence of a Tax Event, the Purchase
Price will be equal to the Restated Principal Amount plus accrued and unpaid
interest from the date of conversion to, but excluding, the Purchase Date.

         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 a portion
of the Notes held by such Holder 35 Business Days after the occurrence of a
Fundamental Change occurring on or prior to February 26, 2003 for a Fundamental
Change Repurchase Price equal to the Issue Price plus accrued Original Issue
Discount and accrued and unpaid cash interest to, but excluding, the Fundamental
Change Repurchase Date, which Fundamental Change Repurchase Price shall be paid
in cash. If prior to a Fundamental Change Repurchase Date this Note has been
converted to a semiannual coupon note following the occurrence of a Tax Event,
the Fundamental Change Repurchase Price shall be equal to the Restated Principal


                                     A-1-7
<PAGE>   67

Amount plus accrued and unpaid interest from the date of conversion to, but
excluding, the Fundamental Change Repurchase Date.

         Holders have the right to withdraw any Purchase Notice or Fundamental
Change Repurchase Notice, as the case may be, by delivering to the Paying Agent
a written notice of withdrawal in accordance with the provisions of the
Indenture.

         If cash (and/or securities if permitted under the Indenture) sufficient
to pay the Purchase Price or Fundamental Change Repurchase Price, as the case
may be, of all Notes or portions thereof to be purchased as of the Purchase Date
or repurchased as of the Fundamental Change Repurchase Date, as the case may be,
is deposited with the Paying Agent on the Business Day following the Purchase
Date or the Fundamental Change Repurchase Date, as the case may be, Original
Issue Discount and cash interest shall cease to accrue on such Notes (or
portions thereof) immediately after such Purchase Date or Fundamental Change
Repurchase Date, as the case may be, whether or not such Notes have been
delivered to the Paying Agent, and the Holder thereof shall have no other rights
as such (other than the right to receive the Purchase Price or Fundamental
Change Repurchase Price, as the case may be, upon surrender of such Note).

7.       Notice of Redemption.

         Notice of redemption will be mailed at least 30 days but not more than
60 days before the Redemption Date to each Holder of Notes to be redeemed at the
Holder's registered address. If money sufficient to pay the Redemption Price of
all Notes (or portions thereof) to be redeemed on the Redemption Date is
deposited with the Paying Agent prior to or on the Redemption Date, immediately
after such Redemption Date Original Issue Discount ceases to accrue on such
Notes or portions thereof. Notes in denominations larger than $1,000 of
Principal Amount at Maturity may be redeemed in part but only in integral
multiples of $1,000 of Principal Amount at Maturity.

8.       Conversion.

         Subject to the next two succeeding sentences, a Holder of a Note may
convert it into Class A Common Stock of the Company at any time before the close
of business on February 23, 2021. If the Note is called for redemption, the
Holder may convert it at any time before the close of business on the Redemption
Date. A Note in respect of which a Holder has delivered a Purchase Notice or
Fundamental Change Repurchase Notice exercising the option of such Holder to
require the Company to purchase such Note may be converted only if such notice
of exercise is withdrawn in accordance with the terms of the Indenture.

         The initial Conversion Rate is 11.8135 shares of Class A Common Stock
per $1,000 Principal Amount at Maturity, subject to adjustment in certain events
described in the Indenture. The Company will deliver cash or a check in lieu of
any fractional share of Class A Common Stock.

         In the event the Company exercises its option pursuant to the Indenture
to have interest in lieu of Original Issue Discount and cash interest accrue on
the Note following a Tax Event, the Holder will be entitled on conversion to
receive the same number of shares of Class A Common Stock such Holder would have
received if the Company had not exercised such option. If the Company exercises


                                     A-1-8
<PAGE>   68

such option, Notes surrendered for conversion during the period from the close
of business on any Regular Record Date next preceding any Interest Payment Date
to the opening of business of such Interest Payment Date (except Notes to be
redeemed on a date within such period or on the next Interest Payment Date) must
be accompanied by payment of an amount equal to the interest thereon that the
registered Holder is to receive. Except where Notes surrendered for conversion
must be accompanied by payment as described above, no interest on converted
Notes will be payable by the Company on any Interest Payment Date subsequent to
the date of conversion.

         To convert a Note, a Holder must (1) complete and manually sign the
conversion notice below (or complete and manually sign a facsimile of such
notice) and deliver such notice to the Conversion Agent, (2) surrender the Note
to the Conversion Agent, (3) furnish appropriate endorsements and transfer
documents if required by the Conversion Agent, the Company or the Trustee, if
required and (4) pay any transfer or similar tax, if required.

         A Holder may convert a portion of a Note if the Principal Amount at
Maturity of such portion is $1,000 or an integral multiple of $1,000. No payment
or adjustment will be made for dividends on, or other distributions with respect
to, the Class A Common Stock except as provided in the Indenture. On conversion
of a Note, that portion of accrued Original Issue Discount attributable to the
period from the Issue Date to, but excluding, the Conversion Date and (except as
provided below) that portion of accrued cash interest attributable to the period
from the last Interest Payment Date (or, if no Interest Payment Date has
occurred, from the Issue Date) to, but excluding, the Conversion Date (or, if
the Company has exercised the option provided for in paragraph 10 hereof, that
portion of accrued interest attributable to the period from the later of (x) the
date of such exercise and (y) the most recent Interest Payment Date following
the date of such exercise to, but excluding, the Conversion Date) with respect
to the converted Note shall not be cancelled, extinguished or forfeited, but
rather shall be deemed to be paid in full to the Holder thereof through the
delivery of the Class A Common Stock (together with the cash payment, if any, in
lieu of fractional shares) and/or cash, if any, in exchange for the Note being
converted pursuant to the terms hereof; and such cash, if any, and the fair
market value of such shares of Class A Common Stock (together with any such cash
payment in lieu of fractional shares) shall be treated as issued, to the extent
thereof, first in exchange for Original Issue Discount and cash interest (or
interest, if the Company has exercised its option provided for in paragraph 10
hereof) accrued to, but excluding, the Conversion Date, and the balance, if any,
of such cash and/or the fair market value of such Class A Common Stock (together
with any such cash payment in lieu of fractional shares) shall be treated as
issued in exchange for the Issue Price of the Note being converted pursuant to
the provisions hereof. Notwithstanding the foregoing, accrued but unpaid
interest will be payable upon conversion of Notes made concurrently with or
after acceleration of Notes following an Event of Default.

         The Conversion Rate will be adjusted for dividends or distributions on
Class A Common Stock payable in Class A Common Stock or other Capital Stock;
subdivisions, combinations or certain reclassifications of Class A Common Stock;
distributions to all holders of Class A Common Stock of certain rights to
purchase Class A Common Stock for a period expiring within 60 days at a price
per share less than the Sale Price at the Time of Determination; and
distributions to such holders of assets or debt securities of the Company or
certain rights to purchase securities of the Company (excluding certain cash


                                     A-1-9
<PAGE>   69

dividends or distributions). However, no adjustment need be made if Noteholders
may participate in the transaction or in certain other cases. The Company from
time to time may voluntarily increase the Conversion Rate.

         If the Company is a party to a consolidation, merger or binding share
exchange or a transfer of all or substantially all of its assets, or upon
certain distributions described in the Indenture, the right to convert a Note
into Class A Common Stock may be changed into a right to convert it into
securities, cash or other assets of the Company or another person.

9.       Conversion Arrangement on Call for Redemption.

         Any Notes called for redemption, unless surrendered for conversion
before the close of business on the Redemption Date, may be deemed to be
purchased from the Holders of such Notes at an amount not less than the
Redemption Price, by one or more investment bankers or other purchasers who may
agree with the Company to purchase such Notes from the Holders, to convert them
into Class A Common Stock of the Company and to make payment for such Notes to
the Trustee in trust for such Holders.

10.      Tax Event.

         (a) From and after (i) the date (the "Tax Event Date") of the
occurrence of a Tax Event and (ii) the date the Company exercises such option,
whichever is later (the "Option Exercise Date"), at the option of the Company,
interest in lieu of future Original Issue Discount and regular cash interest
shall accrue at the rate of 2.25% per annum on a principal amount per Note (the
"Restated Principal Amount") equal to the Issue Price plus Original Issue
Discount accrued through the Option Exercise Date and shall be payable
semiannually on each Interest Payment Date to Holders of record at the close of
business on the Regular Record Date immediately preceding such Interest Payment
Date. Interest will be computed on the basis of a 360-day year comprised of
twelve 30-day months and will accrue from the most recent date to which interest
has been paid or, if no interest has been paid, from the Option Exercise Date.

         (b) Cash interest on any Note that is payable, and is punctually paid
or duly provided for, on any Interest Payment Date shall be paid to the person
in whose name that Note is registered at the close of business on the Regular
Record Date for such cash interest at the office or agency of the Company
maintained for such purpose. Each installment of cash interest on any Note shall
be paid in same-day funds by transfer to an account maintained by the payee
located inside the United States.

         (c) Except as otherwise specified with respect to the Notes, any
Defaulted Interest on any Note shall forthwith cease to be payable to the
registered Holder thereof on the relevant Regular Record Date by virtue of
having been such Holder, and such Defaulted Interest may be paid by the Company
as provided for in Section 402 of the Supplemental Indenture and Section 2.17 of
the Original Indenture.

11.      Denominations; Transfer; Exchange.

         The Notes are in fully registered form, without coupons, in
denominations of $1,000 of Principal Amount at Maturity and integral multiples
of $1,000. A Holder may transfer or exchange Notes in accordance with the


                                     A-1-10
<PAGE>   70

Indenture. The Registrar may require a Holder, among other things, to furnish
appropriate endorsements and transfer documents and to pay any taxes and fees
required by law or permitted by the Indenture. The Registrar need not transfer
or exchange any Notes selected for redemption (except, in the case of a Note to
be redeemed in part, the portion of the Note not to be redeemed) or any Notes in
respect of which a Purchase Notice or Fundamental Change Repurchase Notice has
been given and not withdrawn (except, in the case of a Note to be purchased in
part, the portion of the Note not to be purchased) or any Notes for a period of
15 days before the mailing of a notice of redemption of Notes to be redeemed.

12.      Persons Deemed Owners.

         The registered Holder of this Note may be treated as the owner of this
Note for all purposes.

13.      Unclaimed Money or Securities.

         The Trustee and the Paying Agent shall return to the Company upon
written request any money or securities held by them for the payment of any
amount with respect to the Notes that remains unclaimed for two years, subject
to applicable unclaimed property law. After return to the Company, Holders
entitled to the money or securities must look to the Company for payment as
general creditors unless an applicable abandoned property law designates another
person.

14.      Amendment; Waiver.

         Subject to certain exceptions set forth in the Indenture, (i) the
Indenture or the Notes may be amended with the written consent of the Holders of
at least a majority in aggregate Principal Amount at Maturity of the Notes at
the time Outstanding and (ii) certain Defaults may be waived with the written
consent of the Holders of a majority in aggregate Principal Amount at Maturity
of the Notes at the time Outstanding. Subject to certain exceptions set forth in
the Indenture, without the consent of any Noteholder, the Company and the
Trustee may amend the Indenture or the Notes to cure any ambiguity, omission,
defect or inconsistency, or to comply with certain provisions of the Indenture,
to provide for uncertificated Notes in addition to or in place of certificated
Notes or to make any change that does not adversely affect the rights of any
Noteholder, or to comply with any requirement of the SEC in connection with the
qualification of the Indenture under the TIA, or as necessary in connection with
the registration of the Notes under the Securities Act or to make any change
that does not adversely affect the rights of any Holders.

15.      Defaults and Remedies.

         Under the Indenture, Events of Default include (i) default in the
payment of the Principal Amount at Maturity (or, if the Notes have been
converted to semiannual coupon Notes following a Tax Event, the Restated
Principal Amount), Issue Price plus accrued Original Issue Discount, Redemption
Price, Purchase Price or Fundamental Change Repurchase Price on any Note when
the same becomes due and payable at its Stated Maturity, upon redemption, upon
declaration, when due for purchase by the Company or otherwise; (ii) default in


                                     A-1-11
<PAGE>   71

the payment of any cash interest upon any Note when such interest becomes due
and payable, and such default in payment of interest shall continue for 30 days;
(iii) failure by the Company to deliver shares of Class A Common Stock (together
with cash in lieu of fractional shares), or cash instead, when such Class A
Common Stock (or cash in lieu of fractional shares), or cash instead, is
required to be delivered upon conversion of a Note and such failure continues
for 10 days; (iv) failure by the Company to comply with any of its agreements in
the Notes or the Indenture covering mergers and sales of assets; (v) failure by
the Company to comply with any of its obligations or agreements under the
Indenture with respect to the Notes and such failure continues for 60 days after
receipt by the Company of a Notice of Default, provided that this provision does
not apply where the Indenture specifically provides otherwise; (vi) nonpayment
of the Indebtedness of the Company or any Restricted Subsidiary within any
applicable grace period after final maturity or acceleration of such
Indebtedness by its holders because of a default and the total amount of such
unpaid or accelerated Indebtedness exceeds 5% of the aggregate outstanding
principal amount of all Indebtedness of the Company and the Restricted
Subsidiaries; and (vii) certain events of bankruptcy, insolvency or
reorganization affecting the Company. If an Event of Default occurs and is
continuing, the Trustee, or the Holders of at least 25% in aggregate Principal
Amount at Maturity of the Notes at the time Outstanding, may declare all the
Notes to be due and payable immediately. Certain events of bankruptcy or
insolvency are Events of Default which will result in the Notes becoming due and
payable immediately upon the occurrence of such Events of Default.

         Noteholders may not enforce the Indenture or the Notes except as
provided in the Indenture. The Trustee may refuse to enforce the Indenture or
the Notes unless it receives reasonable indemnity or security. Subject to
certain limitations, Holders of a majority in aggregate Principal Amount at
Maturity of the Notes at the time Outstanding may direct the Trustee in its
exercise of any trust or power. The Trustee may withhold from Noteholders notice
of any continuing Default (except a Default in payment of amounts specified in
clause (i) or (ii) above) if it determines that withholding notice is in their
interests.

16.      Trustee Dealings with the Company.

         Subject to certain limitations imposed by the TIA, the Trustee under
the Indenture, in its individual or any other capacity, may become the owner or
pledgee of Notes and may otherwise deal with and collect obligations owed to it
by the Company or its Affiliates and may otherwise deal with the Company or its
Affiliates with the same rights it would have if it were not Trustee.

17.      No Recourse Against Others.

         A director, officer, employee or stockholder, as such, of the Company
shall not have any liability for any obligations of the Company under the Notes
or the Indenture or for any claim based on, in respect of or by reason of such
obligations or their creation. By accepting a Note, each Noteholder waives and
releases all such liability. The waiver and release are part of the
consideration for the issue of the Notes.

18.      Authentication.

         This Note shall not be valid until an authorized signatory of the
Trustee manually signs the Trustee's Certificate of Authentication on the other
side of this Note.


                                     A-1-12
<PAGE>   72

19.      Abbreviations.

         Customary abbreviations may be used in the name of a Noteholder 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 U/G/M/A (=Uniform Gift to Minors
Act).

20.      GOVERNING LAW.

         THE INDENTURE AND THIS NOTE WILL BE GOVERNED BY, AND CONSTRUED IN
ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

         The Company will furnish to any Noteholder upon written request and
without charge a copy of the Indenture which has in it the text of this Note in
larger type. Requests may be made to:

                            Cox Communications, Inc.
                                    Treasurer
                            1400 Lake Hearn Drive NE
                             Atlanta, Georgia 30319



                                     A-1-13
<PAGE>   73

                                 ASSIGNMENT FORM

         If you want to assign this Note, fill in the form below and have your
signature guaranteed:

         I or we assign and transfer this Note to:


================================================================================
--------------------------------------------------------------------------------
(Print or type name,  address and zip code and social  security or tax ID number
of assignee)

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

        Date:                                             Signed:
              ------------------------------
         (Sign exactly as your name appears on the other side of this Note)

         Signature Guarantee:________________________________



                            FORM OF CONVERSION NOTICE

     If you want to convert this Note for Class A Common Stock, check the box:
[ ]

         To convert only part of this Note, state the Principal Amount at
Maturity to be converted (which must be $1,000 or an integral multiple of
$1,000):

         $----------------------------------

         If you want the Class A Common Stock certificate made out in another
person's name, fill in the form below:

--------------------------------------------------------------------------------
              (Insert other person's social security or tax ID no.)

================================================================================
--------------------------------------------------------------------------------
            (Print or type other person's name, address and zip code)

                  1. The undersigned understands and acknowledges (or if the
undersigned is acting for the account of another person, such person has
confirmed to the undersigned that it acknowledges) that the shares of Class A
Common Stock issuable upon conversion of the Notes have not been registered
under the Securities Act of 1933 (the "Act") or any other applicable securities
law, are being offered for resale in transactions not requiring registration
under the Act and, unless so registered, may not be offered, sold or otherwise


                                     A-1-14
<PAGE>   74

transferred except in compliance with the registration requirements of the Act
or any other applicable securities law, pursuant to an exemption therefrom or in
a transaction not subject thereto and in each case in compliance with the
conditions for transfer set forth in paragraph (3) below.

     2.   The undersigned certifies that either:

     A.   it is a qualified institutional buyer (as defined in Rule 144A under
          the Act), and at the time of issuance of the shares of Class A Common
          Stock referred to above, the undersigned (or one or more qualified
          institutional buyers for whose account the undersigned is acting) will
          be the beneficial owner of the shares of Class A Common Stock,

                                       OR

     B.   the  undersigned  is a  broker-dealer  acting  for the  account of its
          customer;  its customer has confirmed to the undersigned  that it is a
          qualified  institutional  buyer and either (i) at the time of issuance
          of the shares of Class A Common  Stock  referred to above,  it will be
          the beneficial owner of the shares of Class A Common Stock, or (ii) it
          is acting for the account of a qualified  institutional buyer that, at
          the time of issuance of the shares of Class A Common Stock referred to
          above,  will be the  beneficial  owner of the shares of Class A Common
          Stock,

                                       OR

     C.   the  undersigned is outside the United States and is not a U.S. person
          (as  defined in  Regulation  S) and is not  acting for the  account or
          benefit of a U.S. person. OR

     D.   the undersigned is an institutional  "accredited  investor" within the
          meaning of subparagraph  (a)(1), (2), (3) or (7) of Rule 501 under the
          Act and is acquiring  the shares of Series A Common Stock  referred to
          above for its own account, or for the account of such an institutional
          "accredited investor," for investment purposes and not with a view to,
          or for offer or sale in connection with, any distribution in violation
          of the Act and agrees to provide the Transfer Agent and Registrar with
          respect to the Class A Common Stock and Cox Communications,  Inc. with
          such opinions and further certifications as they may require.

     3. The undersigned agrees (or if it is acting for the account of another
person, such person has confirmed to it that such person agrees) that the
undersigned (or such person) will offer, sell, pledge or otherwise transfer the
shares of Class A Common Stock prior to the Resale Restriction Termination Date
only (a) to the Company or any subsidiary thereof, (b) for so long as shares of
Class A Common Stock are eligible for resale pursuant to Rule 144A, to a person


                                     A-1-15
<PAGE>   75

the undersigned reasonably believes (or such person and anyone acting on such
person's behalf reasonably believes) is a qualified institutional buyer as
defined in Rule 144A under the Act that purchases for its own account or for the
account of a qualified institutional buyer to which notice is given that the
transfer is being made in reliance on Rule 144A, (c) if the undersigned is a
qualified institutional buyer or an institutional "accredited investor" within
the meaning of subparagraph (a)(1), (2), (3) or (7) of Rule 501 under the Act,
to such an institutional "accredited investor" that is acquiring the Note for
its own account, or for the account of such an institutional "accredited
investor," for investment purposes and not with a view to, or for offer or sale
in connection with, any distribution in violation of the Act, (d) in an offshore
transaction in accordance with Rule 904 of Regulation S under the Act, (e)
pursuant to a registration statement which has been declared effective under the
Act or (f) pursuant to any other available exemption from registration under the
Act, including under Rule 144, if available, subject to the Company's and the
Transfer Agent and Registrar's right prior to any such offer, sale or transfer
pursuant to clause (c), (d) or (f) to require the delivery of an opinion of
counsel, certification and/or other information satisfactory to each of them.
The undersigned agrees not to, directly or indirectly, engage in any hedging
transactions with regard to the shares of Class A Common Stock except as
permitted by the Securities Act.


        Date:                                   Signed:
              --------------------                      -----------------------
         (Sign exactly as your name appears on the other side of this Note)

         Signature Guarantee:________________________________


                                     A-1-16

<PAGE>   76

                                   EXHIBIT A-2

                           [FORM OF FACE OF SECURITY]

         THIS SECURITY WAS ISSUED WITH ORIGINAL ISSUE DISCOUNT, FOR PURPOSES OF
SECTIONS 1272, 1273 AND 1275 OF THE UNITED STATES INTERNAL REVENUE CODE OF 1986,
AS AMENDED, THE ISSUE PRICE OF THIS SECURITY IS $695.03 PER $1,000 OF PRINCIPAL
AMOUNT AT MATURITY, THE AMOUNT OF ORIGINAL ISSUE DISCOUNT IS $304.97 PER $1,000
OF PRINCIPAL AMOUNT AT MATURITY, THE ISSUE DATE IS FEBRUARY 23, 2001 AND THE
YIELD TO MATURITY IS 2.25% COMPOUNDED SEMI-ANNUALLY.

         THIS SECURITY AND THE SHARES OF CLASS A COMMON STOCK OF THE COMPANY
ISSUABLE UPON CONVERSION OF THIS NOTE HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR ANY STATE
SECURITIES LAWS. NEITHER THIS SECURITY, THE SHARES OF CLASS A COMMON STOCK
ISSUABLE UPON CONVERSION OF THIS SECURITY NOR ANY INTEREST OR PARTICIPATION
HEREIN OR THEREIN MAY BE REOFFERED, RESOLD, ASSIGNED, TRANSFERRED, PLEDGED,
ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR
UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, REGISTRATION.

         THE HOLDER OF THIS SECURITY OR ANY BENEFICIAL INTEREST HEREIN WILL BE
ABLE TO EXERCISE THE CONVERSION RIGHT ONLY IF THE HOLDER CERTIFIES THAT IT (A)
IS A "QUALIFIED INSTITUTIONAL BUYER" (AS DEFINED BELOW) (B) IS AN INSTITUTIONAL
ACCREDITED INVESTOR (AS DEFINED BELOW) OR (C) IS NOT A U.S. PERSON (AS DEFINED
IN REGULATION S) AND IS NOT EXERCISING SUCH CONVERSION RIGHT ON BEHALF OF A U.S.
PERSON.

         BY ITS ACQUISITION HEREOF OR OF A BENEFICIAL INTEREST HEREIN, THE
HOLDER AGREES TO OFFER, SELL OR OTHERWISE TRANSFER THIS SECURITY OR ANY
BENEFICIAL INTEREST HEREIN PRIOR TO THE DATE (THE "RESALE RESTRICTION
TERMINATION DATE"), WHICH IS TWO YEARS AFTER THE LATER OF THE ORIGINAL ISSUE
DATE HEREOF AND THE LAST DATE ON WHICH THE COMPANY OR ANY AFFILIATE OF THE
COMPANY WAS THE OWNER OF THIS SECURITY OR ANY BENEFICIAL INTEREST HEREIN (OR ANY
PREDECESSOR SECURITY) ONLY (A) TO THE COMPANY OR ANY SUBSIDIARY THEREOF, (B) FOR
SO LONG AS THE SECURITIES ARE ELIGIBLE FOR RESALE PURSUANT TO RULE 144A, TO A
PERSON IT REASONABLY BELIEVES IS A "QUALIFIED INSTITUTIONAL BUYER" AS DEFINED IN
RULE 144A UNDER THE SECURITIES ACT THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE
ACCOUNT OF A "QUALIFIED INSTITUTIONAL BUYER" TO WHICH NOTICE IS GIVEN THAT THE
TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (C) TO AN INSTITUTIONAL
"ACCREDITED INVESTOR" WITHIN THE MEANING OF SUBPARAGRAPH (A)(1), (2), (3) OR (7)
OF RULE 501 UNDER THE SECURITIES ACT THAT IS ACQUIRING THE SECURITY FOR ITS OWN
ACCOUNT, OR FOR THE ACCOUNT OF SUCH AN INSTITUTIONAL "ACCREDITED INVESTOR," FOR


                                     A-2-1
<PAGE>   77

INVESTMENT PURPOSES AND NOT WITH A VIEW TO, OR FOR OFFER OR SALE IN CONNECTION
WITH, ANY DISTRIBUTION IN VIOLATION OF THE SECURITIES ACT, (D) PURSUANT TO A
REGISTRATION STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES
ACT, (E) OUTSIDE THE UNITED STATES TO NON-U.S. PERSONS IN AN OFFSHORE
TRANSACTION IN ACCORDANCE WITH RULE 903 OR 904 OF REGULATION S UNDER THE
SECURITIES ACT, OR (F) PURSUANT TO ANY OTHER AVAILABLE EXEMPTION FROM THE
REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, INCLUDING UNDER RULE 144, IF
AVAILABLE, SUBJECT TO THE COMPANY'S AND THE TRUSTEE'S RIGHT PRIOR TO ANY SUCH
OFFER, SALE OR TRANSFER PURSUANT TO CLAUSE (C), (E) OR (F) TO REQUIRE THE
DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATION AND/OR OTHER INFORMATION
SATISFACTORY TO EACH OF THEM, AND IN EACH OF THE FOREGOING CASES, A CERTIFICATE
OF TRANSFER IN THE FORM APPEARING ON THE OTHER SIDE OF THIS SECURITY IS
COMPLETED AND DELIVERED BY THE TRANSFEROR TO THE TRUSTEE. THIS LEGEND WILL BE
REMOVED UPON THE REQUEST OF THE HOLDER AFTER THE RESALE RESTRICTION TERMINATION
DATE. IN ANY CASE, THE HOLDER HEREOF WILL NOT, DIRECTLY OR INDIRECTLY, ENGAGE IN
ANY HEDGING TRANSACTIONS WITH REGARD TO THIS SECURITY OR ANY SHARES OF CLASS A
COMMON STOCK ISSUABLE UPON CONVERSION OF THIS NOTE EXCEPT AS PERMITTED BY THE
SECURITIES ACT.


                                     A-2-2
<PAGE>   78

                            COX COMMUNICATIONS, INC.

                        Convertible Senior Notes due 2021


No. R-__                                        CUSIP:  224044 BA 4
Issue Date: February 23, 2001                   Original Issue Discount: $304.97
Issue Price:  $695.03                           (for each $1,000 Principal
(for each $1,000 Principal                      Amount at Maturity)
Amount at Maturity)

     Cox Communications, Inc., a Delaware corporation (the "Company", which term
includes any successor Person under the Indenture  hereinafter referred to), for
value received, hereby promises to pay to Cede & Co., or registered assigns, the
Principal    Amount    at    Maturity    of    [_______________________________]
($[_____________]) on February 23, 2021.

     This Note shall not bear interest except as specified on the other side of
this Note. Original Issue Discount will accrue as specified on the other side of
this Note. This Note is convertible as specified on the other side of this Note.

     Reference is hereby made to the further provisions of this Note set forth
on the reverse hereof, which further provisions shall for all purposes have the
same effect as if set forth at this place.

     Unless the certificate of authentication hereon has been executed by the
Trustee referred to on the reverse hereof by manual signature, this Note shall
not be entitled to any benefit under the Indenture or be valid or obligatory for
any purpose.


                                     A-2-3

<PAGE>   79


         IN WITNESS WHEREOF, the Company has caused this instrument to be duly
executed under its corporate seal.

                                                   COX COMMUNICATIONS, INC.


                                                   By:
                                                      -------------------------
                                                      Name:
                                                      Title:








                     TRUSTEE'S CERTIFICATE OF AUTHENTICATION

         This is one of the Debt Securities of the series designated therein
referred to in the within-mentioned Indenture.

Dated:                                                 THE BANK OF NEW YORK,
                                                            as Trustee



                                                       By
                                                          ----------------------
                                                            Authorized Signatory



                                     A-2-4

<PAGE>   80


                             [REVERSE SIDE OF NOTE]
                        Convertible Senior Notes Due 2021



1.       Cash Interest; Original Issue Discount.

         The Company promises to pay interest in cash on the Principal Amount at
Maturity of this Note at the rate per annum of 0.348%. The Company will pay cash
interest semiannually in arrears on February 23 and August 23 of each year (each
an "Interest Payment Date") to Holders of record at the close of business on
each February 8 or August 8 (whether or not a business day) (each a "Regular
Record Date") immediately preceding such Interest Payment Date. Cash interest on
the Notes will accrue from the most recent date to which interest has been paid
or duly provided or, if no interest has been paid, from the Issue Date. Cash
interest will be computed on the basis of a 360-day year of twelve 30-day
months.

         Original Issue Discount (the difference between the Issue Price and the
Principal Amount at Maturity of the Note), in the period during which a Note
remains outstanding, together with regular cash interest, shall accrue at 2.25%
per annum, on a semiannual bond equivalent basis using a 360-day year composed
of twelve 30-day months, from the Issue Date of this Note.

2.       Method of Payment.

         Subject to the terms and conditions of the Indenture, the Company will
make payments in respect of the principal of, premium, if any, and cash interest
on this Note and in respect of Redemption Prices, Purchase Prices and
Fundamental Change Repurchase Prices to Holders who surrender Notes to a Paying
Agent to collect such payments in respect of the Notes. The Company will pay
cash amounts in money of the United States that at the time of payment is legal
tender for payment of public and private debts. However, the Company may make
such cash payments by check payable in such money. Any payment required to be
made on any day that is not a Business Day will be made on the next succeeding
Business Day.

3.       Paying Agent, Conversion Agent and Registrar.

         Initially, The Bank of New York, a New York banking association (the
"Trustee"), will act as Paying Agent, Conversion Agent and Registrar. The
Company may appoint and change any Paying Agent, Conversion Agent, Registrar or
co-registrar without notice, other than notice to the Trustee except that the
Company will maintain at least one Paying Agent in the State of New York, City
of New York, Borough of Manhattan, which shall initially be an office or agency
of the Trustee. The Company or any of its Subsidiaries or any of their
Affiliates may act as Paying Agent, Conversion Agent, Registrar or co-registrar.

4.       Indenture.

         The Company issued the Notes under an Indenture dated as of June 27,
1995 (the "Original Indenture"), as supplemented by a fourth supplemental
indenture, dated as of February 23, 2001 (the "Supplemental Indenture," and
together with the Original Indenture, the "Indenture") between the Company and
the Trustee. The terms of the Notes include those stated in the Indenture and
those made part of the Indenture by reference to the Trust Indenture Act of


                                     A-2-5
<PAGE>   81

1939, as in effect from time to time (the "TIA"). Capitalized terms used herein
and not defined herein have the meanings ascribed thereto in the Indenture. The
Notes are subject to all such terms, and Noteholders are referred to the
Indenture and the TIA for a statement of those terms.

         The Notes are general unsecured obligations of the Company limited to
$793,000,000 aggregate Principal Amount at Maturity (subject to Article 2 of the
Supplemental Indenture).

5.       Redemption at the Option of the Company.

         No sinking fund is provided for the Notes. The Notes are redeemable as
a whole, or from time to time in part, at any time at the option of the Company
at the Redemption Prices set forth below, provided that the Notes are not
redeemable prior to February 26, 2003.

         The table below shows Redemption Prices of a Note per $1,000 Principal
Amount at Maturity on the dates shown below and at Stated Maturity, which prices
reflect accrued Original Issue Discount calculated to each such date. The
Redemption Price of a Note redeemed between such dates shall include an
additional amount reflecting the additional Original Issue Discount accrued
since the immediately preceding date in the table. In addition, the Company
shall pay accrued and unpaid cash interest on Notes to be redeemed to, but
excluding, the Redemption Date.

<TABLE>
<CAPTION>
                                                    (1)                      (2)                       (3)
                                                   Note                Accrued Original         Redemption Price
            Redemption Date                     Issue Price             Issue Discount              (1) + (2)
-------------------------------------          --------------         ------------------         ----------------
<S>                                            <C>                    <C>                       <C>
February 26, 2003....................             $695.03                   $24.83                   $719.86
February 23, 2004....................             $695.03                   $37.52                   $732.55
February 23, 2005....................             $695.03                   $50.59                   $745.62
February 23, 2006....................             $695.03                   $63.96                   $758.99
February 23, 2007....................             $695.03                   $77.64                   $772.67
February 23, 2008....................             $695.03                   $91.62                   $786.65
February 23, 2009....................             $695.03                  $105.92                   $800.95
February 23, 2010....................             $695.03                  $120.54                   $815.57
February 23, 2011....................             $695.03                  $135.50                   $830.53
February 23, 2012....................             $695.03                  $150.79                   $845.82
February 23, 2013....................             $695.03                  $166.43                   $861.46
February 23, 2014....................             $695.03                  $182.42                   $877.45
February 23, 2015....................             $695.03                  $198.77                   $893.80
February 23, 2016....................             $695.03                  $215.50                   $910.53
February 23, 2017....................             $695.03                  $232.60                   $927.63
February 23, 2018....................             $695.03                  $250.09                   $945.12
February 23, 2019....................             $695.03                  $267.98                   $963.01
February 23, 2020....................             $695.03                  $286.27                   $981.30
At Stated Maturity...................             $695.03                  $304.97                 $1,000.00
</TABLE>


                                     A-2-6
<PAGE>   82

         If converted to a semiannual coupon note following the occurrence of a
Tax Event, the Redemption Price will equal the Restated Principal Amount plus
accrued and unpaid interest from the date of such conversion through the
Redemption Date, but in no event will this Note be redeemable before February
26, 2003.

6.       Purchase By the Company at the Option of the Holder.

         Subject to the terms and conditions of the Indenture, the Company shall
become obligated to purchase, at the option of the Holder, the Notes held by
such Holder on the following Purchase Dates and at the following Purchase Prices
per $1,000 Principal Amount at Maturity (plus accrued and unpaid cash interest
on the Notes to, but excluding, the applicable Purchase Date), upon delivery of
a Purchase Notice containing the information set forth in the Indenture, at any
time from the opening of business on the date that is 20 Business Days prior to
such Purchase Date until the close of business on such Purchase Date and upon
delivery of the Notes to the Paying Agent by the Holder as set forth in the
Indenture.

<TABLE>
<CAPTION>
            Purchase Date                         Purchase Price
            -------------                         --------------
          <S>                                     <C>
          February 23, 2002                          $707.26
          February 23, 2003                          $719.76
          February 23, 2004                          $732.55
          February 23, 2005                          $745.62
          February 23, 2006                          $758.99
          February 23, 2011                          $830.53
          February 23, 2016                          $910.53
</TABLE>


         The Purchase Price, plus any accrued and unpaid cash interest to, but
excluding, the Purchase Date, for all Notes purchased on February 23, 2002 will
be paid in cash but on the later six Purchase Dates it may be paid, at the
option of the Company, in cash or shares of Class A Common Stock or any
combination thereof.

         If prior to a Purchase Date this Note has been converted to a
semiannual coupon note following the occurrence of a Tax Event, the Purchase
Price will be equal to the Restated Principal Amount plus accrued and unpaid
interest from the date of conversion to, but excluding, the Purchase Date.

         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 a portion
of the Notes held by such Holder 35 Business Days after the occurrence of a
Fundamental Change occurring on or prior to February 26, 2003 for a Fundamental
Change Repurchase Price equal to the Issue Price plus accrued Original Issue
Discount and accrued and unpaid cash interest to, but excluding, the Fundamental
Change Repurchase Date, which Fundamental Change Repurchase Price shall be paid
in cash. If prior to a Fundamental Change Repurchase Date this Note has been
converted to a semiannual coupon note following the occurrence of a Tax Event,
the Fundamental Change Repurchase Price shall be equal to the Restated Principal
Amount plus accrued and unpaid interest from the date of conversion to, but
excluding, the Fundamental Change Repurchase Date.


                                     A-2-7
<PAGE>   83

         Holders have the right to withdraw any Purchase Notice or Fundamental
Change Repurchase Notice, as the case may be, by delivering to the Paying Agent
a written notice of withdrawal in accordance with the provisions of the
Indenture.

         If cash (and/or securities if permitted under the Indenture) sufficient
to pay the Purchase Price or Fundamental Change Repurchase Price, as the case
may be, of all Notes or portions thereof to be purchased as of the Purchase Date
or repurchased as of the Fundamental Change Repurchase Date, as the case may be,
is deposited with the Paying Agent on the Business Day following the Purchase
Date or the Fundamental Change Repurchase Date, as the case may be, Original
Issue Discount and cash interest shall cease to accrue on such Notes (or
portions thereof) immediately after such Purchase Date or Fundamental Change
Repurchase Date, as the case may be, whether or not such Notes have been
delivered to the Paying Agent, and the Holder thereof shall have no other rights
as such (other than the right to receive the Purchase Price or Fundamental
Change Repurchase Price, as the case may be, upon surrender of such Note).

7.       Notice of Redemption.

         Notice of redemption will be mailed at least 30 days but not more than
60 days before the Redemption Date to each Holder of Notes to be redeemed at the
Holder's registered address. If money sufficient to pay the Redemption Price of
all Notes (or portions thereof) to be redeemed on the Redemption Date is
deposited with the Paying Agent prior to or on the Redemption Date, immediately
after such Redemption Date Original Issue Discount ceases to accrue on such
Notes or portions thereof. Notes in denominations larger than $1,000 of
Principal Amount at Maturity may be redeemed in part but only in integral
multiples of $1,000 of Principal Amount at Maturity.

8.       Conversion.

         Subject to the next two succeeding sentences, a Holder of a Note may
convert it into Class A Common Stock of the Company at any time before the close
of business on February 23, 2021. If the Note is called for redemption, the
Holder may convert it at any time before the close of business on the Redemption
Date. A Note in respect of which a Holder has delivered a Purchase Notice or
Fundamental Change Repurchase Notice exercising the option of such Holder to
require the Company to purchase such Note may be converted only if such notice
of exercise is withdrawn in accordance with the terms of the Indenture.

         The initial Conversion Rate is 11.8135 shares of Class A Common Stock
per $1,000 Principal Amount at Maturity, subject to adjustment in certain events
described in the Indenture. The Company will deliver cash or a check in lieu of
any fractional share of Class A Common Stock.

         In the event the Company exercises its option pursuant to the Indenture
to have interest in lieu of Original Issue Discount and cash interest accrue on
the Note following a Tax Event, the Holder will be entitled on conversion to
receive the same number of shares of Class A Common Stock such Holder would have
received if the Company had not exercised such option. If the Company exercises


                                     A-2-8
<PAGE>   84

such option, Notes surrendered for conversion during the period from the close
of business on any Regular Record Date next preceding any Interest Payment Date
to the opening of business of such Interest Payment Date (except Notes to be
redeemed on a date within such period or on the next Interest Payment Date) must
be accompanied by payment of an amount equal to the interest thereon that the
registered Holder is to receive. Except where Notes surrendered for conversion
must be accompanied by payment as described above, no interest on converted
Notes will be payable by the Company on any Interest Payment Date subsequent to
the date of conversion.

         To convert a Note, a Holder must (1) complete and manually sign the
conversion notice below (or complete and manually sign a facsimile of such
notice) and deliver such notice to the Conversion Agent, (2) surrender the Note
to the Conversion Agent, (3) furnish appropriate endorsements and transfer
documents if required by the Conversion Agent, the Company or the Trustee, if
required and (4) pay any transfer or similar tax, if required.

         A Holder may convert a portion of a Note if the Principal Amount at
Maturity of such portion is $1,000 or an integral multiple of $1,000. No payment
or adjustment will be made for dividends on, or other distributions with respect
to, the Class A Common Stock except as provided in the Indenture. On conversion
of a Note, that portion of accrued Original Issue Discount attributable to the
period from the Issue Date to, but excluding, the Conversion Date and (except as
provided below) that portion of accrued cash interest attributable to the period
from the last Interest Payment Date (or, if no Interest Payment Date has
occurred, from the Issue Date) to, but excluding, the Conversion Date (or, if
the Company has exercised the option provided for in paragraph 10 hereof, that
portion of accrued interest attributable to the period from the later of (x) the
date of such exercise and (y) the most recent Interest Payment Date following
the date of such exercise to, but excluding, the Conversion Date) with respect
to the converted Note shall not be cancelled, extinguished or forfeited, but
rather shall be deemed to be paid in full to the Holder thereof through the
delivery of the Class A Common Stock (together with the cash payment, if any, in
lieu of fractional shares) and/or cash, if any, in exchange for the Note being
converted pursuant to the terms hereof; and such cash, if any, and the fair
market value of such shares of Class A Common Stock (together with any such cash
payment in lieu of fractional shares) shall be treated as issued, to the extent
thereof, first in exchange for Original Issue Discount and cash interest (or
interest, if the Company has exercised its option provided for in paragraph 10
hereof) accrued to, but excluding, the Conversion Date, and the balance, if any,
of such cash and/or the fair market value of such Class A Common Stock (together
with any such cash payment in lieu of fractional shares) shall be treated as
issued in exchange for the Issue Price of the Note being converted pursuant to
the provisions hereof. Notwithstanding the foregoing, accrued but unpaid
interest will be payable upon conversion of Notes made concurrently with or
after acceleration of Notes following an Event of Default.

         The Conversion Rate will be adjusted for dividends or distributions on
Class A Common Stock payable in Class A Common Stock or other Capital Stock;
subdivisions, combinations or certain reclassifications of Class A Common Stock;
distributions to all holders of Class A Common Stock of certain rights to
purchase Class A Common Stock for a period expiring within 60 days at a price
per share less than the Sale Price at the Time of Determination; and
distributions to such holders of assets or debt securities of the Company or
certain rights to purchase securities of the Company (excluding certain cash
dividends or distributions). However, no adjustment need be made if Noteholders


                                     A-2-9
<PAGE>   85

may participate in the transaction or in certain other cases. The Company from
time to time may voluntarily increase the Conversion Rate.

         If the Company is a party to a consolidation, merger or binding share
exchange or a transfer of all or substantially all of its assets, or upon
certain distributions described in the Indenture, the right to convert a Note
into Class A Common Stock may be changed into a right to convert it into
securities, cash or other assets of the Company or another person.

9.       Conversion Arrangement on Call for Redemption.

         Any Notes called for redemption, unless surrendered for conversion
before the close of business on the Redemption Date, may be deemed to be
purchased from the Holders of such Notes at an amount not less than the
Redemption Price, by one or more investment bankers or other purchasers who may
agree with the Company to purchase such Notes from the Holders, to convert them
into Class A Common Stock of the Company and to make payment for such Notes to
the Trustee in trust for such Holders.

10.      Tax Event.

         (a) From and after (i) the date (the "Tax Event Date") of the
occurrence of a Tax Event and (ii) the date the Company exercises such option,
whichever is later (the "Option Exercise Date"), at the option of the Company,
interest in lieu of future Original Issue Discount and regular cash interest
shall accrue at the rate of 2.25% per annum on a principal amount per Note (the
"Restated Principal Amount") equal to the Issue Price plus Original Issue
Discount accrued through the Option Exercise Date and shall be payable
semiannually on each Interest Payment Date to Holders of record at the close of
business on the Regular Record Date immediately preceding such Interest Payment
Date. Interest will be computed on the basis of a 360-day year comprised of
twelve 30-day months and will accrue from the most recent date to which interest
has been paid or, if no interest has been paid, from the Option Exercise Date.

         (b) Cash interest on any Note that is payable, and is punctually paid
or duly provided for, on any Interest Payment Date shall be paid to the person
in whose name that Note is registered at the close of business on the Regular
Record Date for such cash interest at the office or agency of the Company
maintained for such purpose. Each installment of cash interest on any Note shall
be paid in same-day funds by transfer to an account maintained by the payee
located inside the United States.

         (c) Except as otherwise specified with respect to the Notes, any
Defaulted Interest on any Note shall forthwith cease to be payable to the
registered Holder thereof on the relevant Regular Record Date by virtue of
having been such Holder, and such Defaulted Interest may be paid by the Company
as provided for in Section 402 of the Supplemental Indenture and Section 2.17 of
the Original Indenture.

11.      Denominations; Transfer; Exchange.

         The Notes are in fully registered form, without coupons, in
denominations of $1,000 of Principal Amount at Maturity and integral multiples
of $1,000. A Holder may transfer or exchange Notes in accordance with the
Indenture. The Registrar may require a Holder, among other things, to furnish


                                     A-2-10
<PAGE>   86

appropriate endorsements and transfer documents and to pay any taxes and fees
required by law or permitted by the Indenture. The Registrar need not transfer
or exchange any Notes selected for redemption (except, in the case of a Note to
be redeemed in part, the portion of the Note not to be redeemed) or any Notes in
respect of which a Purchase Notice or Fundamental Change Repurchase Notice has
been given and not withdrawn (except, in the case of a Note to be purchased in
part, the portion of the Note not to be purchased) or any Notes for a period of
15 days before the mailing of a notice of redemption of Notes to be redeemed.

12.      Persons Deemed Owners.

         The registered Holder of this Note may be treated as the owner of this
Note for all purposes.

13.      Unclaimed Money or Securities.

         The Trustee and the Paying Agent shall return to the Company upon
written request any money or securities held by them for the payment of any
amount with respect to the Notes that remains unclaimed for two years, subject
to applicable unclaimed property law. After return to the Company, Holders
entitled to the money or securities must look to the Company for payment as
general creditors unless an applicable abandoned property law designates another
person.

14.      Amendment; Waiver.

         Subject to certain exceptions set forth in the Indenture, (i) the
Indenture or the Notes may be amended with the written consent of the Holders of
at least a majority in aggregate Principal Amount at Maturity of the Notes at
the time Outstanding and (ii) certain Defaults may be waived with the written
consent of the Holders of a majority in aggregate Principal Amount at Maturity
of the Notes at the time Outstanding. Subject to certain exceptions set forth in
the Indenture, without the consent of any Noteholder, the Company and the
Trustee may amend the Indenture or the Notes to cure any ambiguity, omission,
defect or inconsistency, or to comply with certain provisions of the Indenture,
to provide for uncertificated Notes in addition to or in place of certificated
Notes or to make any change that does not adversely affect the rights of any
Noteholder, or to comply with any requirement of the SEC in connection with the
qualification of the Indenture under the TIA, or as necessary in connection with
the registration of the Notes under the Securities Act or to make any change
that does not adversely affect the rights of any Holders.

15.      Defaults and Remedies.

         Under the Indenture, Events of Default include (i) default in the
payment of the Principal Amount at Maturity (or, if the Notes have been
converted to semiannual coupon Notes following a Tax Event, the Restated
Principal Amount), Issue Price plus accrued Original Issue Discount, Redemption
Price, Purchase Price or Fundamental Change Repurchase Price on any Note when
the same becomes due and payable at its Stated Maturity, upon redemption, upon
declaration, when due for purchase by the Company or otherwise; (ii) default in
the payment of any cash interest upon any Note when such interest becomes due
and payable, and such default in payment of interest shall continue for 30 days;


                                     A-2-11
<PAGE>   87

(iii) failure by the Company to deliver shares of Class A Common Stock (together
with cash in lieu of fractional shares), or cash instead, when such Class A
Common Stock (or cash in lieu of fractional shares), or cash instead, is
required to be delivered upon conversion of a Note and such failure continues
for 10 days; (iv) failure by the Company to comply with any of its agreements in
the Notes or the Indenture covering mergers and sales of assets; (v) failure by
the Company to comply with any of its obligations or agreements under the
Indenture with respect to the Notes and such failure continues for 60 days after
receipt by the Company of a Notice of Default, provided that this provision does
not apply where the Indenture specifically provides otherwise; (vi) nonpayment
of the Indebtedness of the Company or any Restricted Subsidiary within any
applicable grace period after final maturity or acceleration of such
Indebtedness by its holders because of a default and the total amount of such
unpaid or accelerated Indebtedness exceeds 5% of the aggregate outstanding
principal amount of all Indebtedness of the Company and the Restricted
Subsidiaries; and (vii) certain events of bankruptcy, insolvency or
reorganization affecting the Company. If an Event of Default occurs and is
continuing, the Trustee, or the Holders of at least 25% in aggregate Principal
Amount at Maturity of the Notes at the time Outstanding, may declare all the
Notes to be due and payable immediately. Certain events of bankruptcy or
insolvency are Events of Default which will result in the Notes becoming due and
payable immediately upon the occurrence of such Events of Default.

         Noteholders may not enforce the Indenture or the Notes except as
provided in the Indenture. The Trustee may refuse to enforce the Indenture or
the Notes unless it receives reasonable indemnity or security. Subject to
certain limitations, Holders of a majority in aggregate Principal Amount at
Maturity of the Notes at the time Outstanding may direct the Trustee in its
exercise of any trust or power. The Trustee may withhold from Noteholders notice
of any continuing Default (except a Default in payment of amounts specified in
clause (i) or (ii) above) if it determines that withholding notice is in their
interests.

16.      Trustee Dealings with the Company.

         Subject to certain limitations imposed by the TIA, the Trustee under
the Indenture, in its individual or any other capacity, may become the owner or
pledgee of Notes and may otherwise deal with and collect obligations owed to it
by the Company or its Affiliates and may otherwise deal with the Company or its
Affiliates with the same rights it would have if it were not Trustee.

17.      No Recourse Against Others.

         A director, officer, employee or stockholder, as such, of the Company
shall not have any liability for any obligations of the Company under the Notes
or the Indenture or for any claim based on, in respect of or by reason of such
obligations or their creation. By accepting a Note, each Noteholder waives and
releases all such liability. The waiver and release are part of the
consideration for the issue of the Notes.

18.      Authentication.

         This Note shall not be valid until an authorized signatory of the
Trustee manually signs the Trustee's Certificate of Authentication on the other
side of this Note.


                                     A-2-12
<PAGE>   88

19.      Abbreviations.

         Customary abbreviations may be used in the name of a Noteholder 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 U/G/M/A (=Uniform Gift to Minors
Act).

20.      GOVERNING LAW.

         THE INDENTURE AND THIS NOTE WILL BE GOVERNED BY, AND CONSTRUED IN
ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

         The Company will furnish to any Noteholder upon written request and
without charge a copy of the Indenture which has in it the text of this Note in
larger type. Requests may be made to:

                            Cox Communications, Inc.
                                    Treasurer
                            1400 Lake Hearn Drive NE
                             Atlanta, Georgia 30319




                                     A-2-13
<PAGE>   89

                                 ASSIGNMENT FORM

         If you want to assign this Note, fill in the form below and have your
signature guaranteed:

         I or we assign and transfer this Note to:


================================================================================
--------------------------------------------------------------------------------
(Print or type name,  address and zip code and social  security or tax ID number
of assignee)

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

        Date:                                    Signed:
              -----------------------                  ------------------------
         (Sign exactly as your name appears on the other side of this Note)

         Signature Guarantee:________________________________



                            FORM OF CONVERSION NOTICE

If you want to convert this Note for Class A Common Stock, check the box: [ ]

         To convert only part of this Note, state the Principal Amount at
Maturity to be converted (which must be $1,000 or an integral multiple of
$1,000):

         $----------------------------------

         If you want the Class A Common Stock certificate made out in another
person's name, fill in the form below:

--------------------------------------------------------------------------------
              (Insert other person's social security or tax ID no.)

================================================================================
--------------------------------------------------------------------------------
            (Print or type other person's name, address and zip code)

                  1. The undersigned understands and acknowledges (or if the
undersigned is acting for the account of another person, such person has
confirmed to the undersigned that it acknowledges) that the shares of Class A
Common Stock issuable upon conversion of the Notes have not been registered
under the Securities Act of 1933 (the "Act") or any other applicable securities
law, are being offered for resale in transactions not requiring registration
under the Act and, unless so registered, may not be offered, sold or otherwise


                                     A-2-14
<PAGE>   90

transferred except in compliance with the registration requirements of the Act
or any other applicable securities law, pursuant to an exemption therefrom or in
a transaction not subject thereto and in each case in compliance with the
conditions for transfer set forth in paragraph (3) below.

2.       The undersigned certifies that either:

     A.   it is a qualified institutional buyer (as defined in Rule 144A under
          the Act), and at the time of issuance of the shares of Class A Common
          Stock referred to above, the undersigned (or one or more qualified
          institutional buyers for whose account the undersigned is acting) will
          be the beneficial owner of the shares of Class A Common Stock,

                                       OR

     B.   the  undersigned  is a  broker-dealer  acting  for the  account of its
          customer;  its customer has confirmed to the undersigned  that it is a
          qualified  institutional  buyer and either (i) at the time of issuance
          of the shares of Class A Common  Stock  referred to above,  it will be
          the beneficial owner of the shares of Class A Common Stock, or (ii) it
          is acting for the account of a qualified  institutional buyer that, at
          the time of issuance of the shares of Class A Common Stock referred to
          above,  will be the  beneficial  owner of the shares of Class A Common
          Stock,

                                       OR

     C.   the  undersigned is outside the United States and is not a U.S. person
          (as  defined in  Regulation  S) and is not  acting for the  account or
          benefit of a U.S. person.

                                       OR

     D.   the undersigned is an institutional  "accredited  investor" within the
          meaning of subparagraph  (a)(1), (2), (3) or (7) of Rule 501 under the
          Act and is acquiring  the shares of Class A Common  Stock  referred to
          above for its own account, or for the account of such an institutional
          "accredited investor," for investment purposes and not with a view to,
          or for offer or sale in connection with, any distribution in violation
          of the Act and agrees to provide the Transfer Agent and Registrar with
          respect to the Class A Common Stock and Cox Communications,  Inc. with
          such opinions and further certifications as they may require.

                  3. The undersigned agrees (or if it is acting for the account
of another person, such person has confirmed to it that such person agrees) that
the undersigned (or such person) will offer, sell, pledge or otherwise transfer
the shares of Class A Common Stock prior to the Resale Restriction Termination
Date only (a) to the Company or any subsidiary thereof, (b) for so long as


                                     A-2-15
<PAGE>   91

shares of Class A Common Stock are eligible for resale pursuant to Rule 144A, to
a person the undersigned reasonably believes (or such person and anyone acting
on such person's behalf reasonably believes) is a qualified institutional buyer
as defined in Rule 144A under the Act that purchases for its own account or for
the account of a qualified institutional buyer to which notice is given that the
transfer is being made in reliance on Rule 144A, (c) if the undersigned is a
qualified institutional buyer or an institutional "accredited investor" within
the meaning of subparagraph (a)(1), (2), (3) or (7) of Rule 501 under the Act,
to such an institutional "accredited investor" that is acquiring the Note for
its own account, or for the account of such an institutional "accredited
investor," for investment purposes and not with a view to, or for offer or sale
in connection with, any distribution in violation of the Act, (d) in an offshore
transaction in accordance with Rule 904 of Regulation S under the Act, (e)
pursuant to a registration statement which has been declared effective under the
Act or (f) pursuant to any other available exemption from registration under the
Act, including under Rule 144, if available, subject to the Company's and the
Transfer Agent and Registrar's right prior to any such offer, sale or transfer
pursuant to clause (c), (d) or (f) to require the delivery of an opinion of
counsel, certification and/or other information satisfactory to each of them.
The undersigned agrees not to, directly or indirectly, engage in any hedging
transactions with regard to the shares of Class A Common Stock except as
permitted by the Securities Act.


        Date:                                     Signed:
              ----------------------                     -----------------------
         (Sign exactly as your name appears on the other side of this Note)

         Signature Guarantee:________________________________




                                     A-2-16

<PAGE>   92



                                   EXHIBIT B-1
                              Transfer Certificate

         In connection with any transfer of any of the Securities within the
period prior to the expiration of the holding period applicable to the sales
thereof under Rule 144(k) under the Securities Act of 1933, as amended (the
"Securities Act") (or any successor provision), the undersigned registered owner
of this Security hereby certifies with respect to $____________ Principal Amount
at Maturity of the above-captioned securities presented or surrendered on the
date hereof (the "Surrendered Securities") for registration of transfer, or for
exchange or conversion where the securities deliverable upon such exchange or
conversion are to be registered in a name other than that of the undersigned
registered owner (each such transaction being a "transfer"), that such transfer
complies with the restrictive legend set forth on the face of the Surrendered
Securities for the reason checked below:

     [    ] A transfer of the  Surrendered  Securities is made to the Company or
          any subsidiaries; or

     [    ] The transfer of the Surrendered Securities complies with Rule 144A
          under the U.S. Securities Act of 1933, as amended (the "Securities
          Act"); or

     [    ] The transfer of the Surrendered Securities is to an institutional
          accredited investor, as described in Rule 501(a)(1), (2), (3) or (7)
          of Regulation D under the Securities Act; or

     [    ] The  transfer  of  the  Surrendered  Securities  is  pursuant  to an
          effective registration statement under the Securities Act, or

     [    ] The transfer of the Surrendered Securities is pursuant to an
          offshore transaction in accordance with Rule 904 of Regulation S under
          the Securities Act; or

     [    ] The transfer of the Surrendered Securities is pursuant to another
          available exemption from the registration requirement of the
          Securities Act.

and unless the box below is checked, the undersigned confirms that, to the
undersigned's knowledge, such Securities are not being transferred to an
"affiliate" of the Company as defined in Rule 144 under the Securities Act (an
"Affiliate").

     [ ] The transferee is an Affiliate of the Company.


DATE:
       --------------------                 ------------------------------------
                                                          Signature(s)

            (If the registered owner is a corporation, partnership or
             fiduciary, the title of the Person signing on behalf of
                     such registered owner must be stated.)


                                     B-1-1
<PAGE>   93


                                   EXHIBIT B-2

             Form of Letter to be Delivered by Accredited Investors

Cox Communications, Inc.
1400 Lake Hearn Drive, NE
Atlanta, Georgia 30319

Attention:  Treasurer

The Bank of New York, as Registrar
101 Barclay Street
New York, New York 10286

Attention:    Corporate Trust Office

Dear Sirs:

         We are delivering this letter in connection with the proposed transfer
of $_____________ principal amount of the Convertible Senior Notes due 2021 (the
"Notes") of Cox Communications, Inc. (the "Company"), which are convertible into
shares of Class A Common Stock of the Company (the "Common Stock").

         We hereby confirm that:

(i)      we are an "accredited investor" within the meaning of Rule 501(a)(1),
         (2), (3) or (7) of Regulation D under the Securities Act of 1933, as
         amended (the "Securities Act"), or an entity in which all of the equity
         owners are accredited investors within the meaning of Rule 501(a)(1),
         (2), (3) or (7) of Regulation D under the Securities Act (an
         "Institutional Accredited Investor");

(ii)     the  purchase  of Notes by us is for our own account or for the account
         of one or more other Institutional Accredited Investors or as fiduciary
         for the account of one or more trusts,  each of which is an "accredited
         investor" within the meaning of Rule 501(a)(7) under the Securities Act
         and for each of which we exercise sole investment  discretion or (B) we
         are a "bank,"  within the meaning of Section  3(a)(2) of the Securities
         Act, or a "savings and loan association" or other institution described
         in Section  3(a)(5)(A) of the Securities Act that is acquiring Notes as
         fiduciary  for the  account  of one or more  institutions  for which we
         exercise sole investment discretion;

(iii)    we will acquire Notes having a minimum principal amount of not less
         than $100,000 for our own account or for any separate account for which
         we are acting;

(iv)     we have such knowledge and experience in financial and business matters
         that we are capable of evaluating the merits and risks of purchasing
         Notes; and

(v)      we are not acquiring Notes with a view to distribution thereof or with
         any present intention of offering or selling Notes or the Common Stock
         issuable upon conversion thereof, except as permitted below; provided


                                     B-2-1
<PAGE>   94

         that the disposition of our property and property of any accounts for
         which we are acting as fiduciary shall remain at all times within our
         control.

         We understand that the Notes were originally offered and sold in a
transaction not involving any public offering within the United States within
the meaning of the Securities Act and that the Notes and the shares of Common
Stock issuable upon conversion thereof have not been registered under the
Securities Act, and we agree, on our own behalf and on behalf of each account
for which we acquire any Notes, that:

(vi)     we will offer, sell or otherwise transfer such Notes, or any beneficial
         interest therein, prior to the date which is two years after the later
         of the date of original issuance of the Notes and the last date on
         which the Company or an affiliate of the Company was the owner of the
         Notes or any beneficial interest therein (or any predecessor of the
         Notes) only (1) to the Company or any subsidiary thereof, or (2) for as
         long as the Notes are eligible for resale pursuant to Rule 144A, to a
         person we reasonably believe is a "qualified institutional buyer" (as
         defined in Rule 144A under the Securities Act) that purchases for its
         own account or for the account of a qualified institutional buyer to
         which notice is given that the transfer is being made in reliance on
         Rule 144A, or (3) to an Institutional Accredited Investor that is
         acquiring the Note for its own account, or for the account of such
         Institutional Accredited Investor for investment purposes and not with
         a view to, or for offer or sale in connection with, any distribution in
         violation of the Securities Act, or (4) pursuant to a registration
         statement which has been declared effective under the Securities Act,
         or (5) outside the United States to non-U.S. persons in an offshore
         transaction in accordance with Rule 903 or 904 of Regulation S under
         the Securities Act, or (6) pursuant to another available exemption from
         registration under the Securities Act, including under Rule 144, if
         available, and, in each case, in accordance with any applicable
         securities laws of any State of the United States or any other
         applicable jurisdiction and in accordance with and subject to the
         legends set forth on the Notes; and

(vii)    we will offer, sell or otherwise transfer any Common Stock delivered by
         the Company upon the conversion of any Notes, or any beneficial
         interest therein, prior to the date which is two years after the later
         of the date of original issuance of the Notes and the last date on
         which the Company or any affiliate of the Company was the owner of the
         Common Stock, the Notes upon conversion of which such Common Stock was
         issued or any beneficial interest therein (or any predecessor of such
         securities), only (1) to the Company or any subsidiary thereof, or (2)
         for as long as the shares of Common Stock are eligible for resale
         pursuant to Rule 144A, to a person we reasonably believe is a qualified
         institutional buyer that purchases for its own account or for the
         account of a qualified institutional buyer to which notice is given
         that the transfer is being made in reliance on Rule 144A, or (3) if we
         are a qualified institutional buyer or an Institutional Accredited
         Investor, to an Institutional Accredited Investor that is acquiring the
         shares of Common Stock for its own account, or for the account of such
         Institutional Accredited Investor for investment purposes and not with
         a view to, or for offer or sale in connection with, any distribution in
         violation of the Securities Act, or (4) in an offshore transaction in
         accordance with Rule 904 of Regulation S under the Securities Act, or
         (5) pursuant to a registration statement


                                     B-2-2
<PAGE>   95

          which has been declared effective under the Securities Act, or (6)
          pursuant to another available exemption from registration under the
          Securities Act, including under Rule 144, if available and, in each
          case, in accordance with any applicable securities laws of any State
          of the United States or any other applicable jurisdiction and in
          accordance with and subject to the legends set forth on the
          certificates representing the Common Stock.

         We further agree to provide any person purchasing any of the shares of
Common Stock from us, other than pursuant to clause (vi)(5) or (vii)(5) above, a
notice advising such purchaser that resales of such shares of Common Stock are
restricted as stated herein. We understand that the trustee or the transfer
agent, as the case may be, for the shares of Common Stock will not be required
to accept for registration of transfer any shares of Common Stock pursuant to
clause (vi)(3), (4) or (6) or clause (vii)(3), (4) or (6) above except upon the
delivery of an opinion of counsel, certification and/or other information
satisfactory to each of them that the foregoing restrictions on transfer have
been complied with. The undersigned agrees not to, directly or indirectly,
engage in any hedging transactions with regard to the shares of Common Stock
except as permitted by the Securities Act. We further understand that any shares
of Common Stock will be in the form of definitive physical certificates and that
such certificates will bear a legend reflecting the substance of paragraph (v)
or (vi), as applicable, other than certificates representing shares of Common
Stock transferred pursuant to clauses (vi)(5) or (vii)(5) above.

         We acknowledge that the Company, others and you will rely upon our
confirmations, acknowledgments and agreements set forth herein, and we agree to
notify you promptly in writing if any of our representations or warranties
herein ceases to be accurate and complete.

         THIS LETTER SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE
INTERNAL LAWS OF THE STATE OF NEW YORK.


                                             (Name of Purchaser)

                                              By:
                                                 -------------------------------
                                                 Name:
                                                 Title:
                                                 Address:




                                     B-2-3