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                                                                   Exhibit 4.5


                                                                 EXECUTION COPY


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


                         METROMEDIA FIBER NETWORK, INC.

                                  $975,281,000

                              SERIES A AND SERIES B
                 6.15% CONVERTIBLE SUBORDINATED INDENTURE NOTES
                               DUE MARCH 16, 2010

                                    INDENTURE

                   -----------------------------------------
                           Dated as of October 1, 2001

                   -----------------------------------------
                       U.S. Bank Trust National Association

                                     Trustee


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

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                                TABLE OF CONTENTS

                                                                           PAGE

ARTICLE 1.            DEFINITIONS AND INCORPORATION BY REFERENCE.............1

         Section 1.01.     Definitions.......................................1

         Section 1.02.     Other Definitions.................................13

         Section 1.03.     Trust Indenture Act Definitions...................14

         Section 1.04.     Rules of Construction.............................14

ARTICLE 2.            THE NOTES..............................................15

         Section 2.01.     Form and Dating; Payment of Interest..............15

         Section 2.02.     Designation; Amount and Issue of Notes; Execution
                           and Authentication................................16

         Section 2.03.     Registrar and Paying Agent........................17

         Section 2.04.     Paying Agent to Hold Money in Trust...............17

         Section 2.05.     Holder Lists......................................18

         Section 2.06.     Transfer and Exchange.............................18

         Section 2.07.     Replacement Notes.................................30

         Section 2.08.     Outstanding Notes.................................31

         Section 2.09.     Treasury Notes....................................31

         Section 2.10.     Temporary Notes...................................32

         Section 2.11.     Cancellation......................................32

         Section 2.12.     Defaulted Interest................................32

         Section 2.13.     CUSIP Numbers.....................................33

ARTICLE 3.            REDEMPTION AND PREPAYMENT..............................33

         Section 3.01.     Notices to Trustee................................33

         Section 3.02.     Selection of Notes to Be Redeemed.................33

         Section 3.03.     Notice of Redemption..............................34

         Section 3.04.     Effect of Notice of Redemption....................34

         Section 3.05.     Deposit of Redemption Price.......................35

         Section 3.06.     Notes Redeemed in Part............................35

         Section 3.07.     Optional Redemption...............................35

         Section 3.08.     Mandatory Redemption..............................36

ARTICLE 4.            CONVERSION.............................................36


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         Section 4.01.     Conversion Privilege..............................36

         Section 4.02.     Conversion Procedure..............................37

         Section 4.03.     Fractional Shares.................................38

         Section 4.04.     Taxes on Conversion...............................38

         Section 4.05.     Company to Provide Stock..........................38

         Section 4.06.     Adjustment of Conversion Prices...................39

         Section 4.07.     No Adjustment.....................................45

         Section 4.08.     Adjustment for Tax Purposes.......................45

         Section 4.09.     Notice of Adjustment..............................45

         Section 4.10.     Notice of Certain Transactions....................45

         Section 4.11.     Effect of Reclassification, Consolidation,
                           Merger or Sale, Transfer or Conveyance on
                           Conversion Privilege..............................46

         Section 4.12.     Trustee's Disclaimer..............................47

         Section 4.13.     Voluntary Reduction...............................47

ARTICLE 5.            COVENANTS..............................................47

         Section 5.01.     Payment of Notes..................................47

         Section 5.02.     SEC Reports.......................................48

         Section 5.03.     Compliance Certificates...........................48

         Section 5.04.     Maintenance of Office or Agency...................49

         Section 5.05.     Further Instruments and Acts......................50

         Section 5.06.     Liquidation.......................................50

         Section 5.07.     Change of Control.................................50

         Section 5.08.     Corporate Existence...............................51

         Section 5.09.     Payment of Taxes and Other Claims.................52

         Section 5.10.     Maintenance of Properties.........................52

         Section 5.11.     Insurance.........................................52

         Section 5.12.     Rating............................................52

         Section 5.13.     Payments for Consent..............................53

         Section 5.14.     Limitation on Senior Subordinated Indebtedness....53

ARTICLE 6.            SUCCESSORS.............................................53

         Section 6.01.     Merger, Consolidation, or Sale of Assets..........53

         Section 6.02.     Successor Corporation Substituted.................54


                                       ii
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ARTICLE 7.            DEFAULTS AND REMEDIES..................................54

         Section 7.02.     Acceleration......................................56

         Section 7.03.     Other Remedies....................................56

         Section 7.04.     Waiver of Past Defaults...........................56

         Section 7.05.     Control by Majority...............................57

         Section 7.06.     Limitation on Suits...............................57

         Section 7.07.     Rights of Holders of Notes to Receive Payment.....57

         Section 7.08.     Collection Suit by Trustee........................58

         Section 7.09.     Trustee May File Proofs of Claim..................58

         Section 7.10.     Priorities........................................58

         Section 7.11.     Undertaking for Costs.............................59

ARTICLE 8.            TRUSTEE................................................59

         Section 8.01.     Duties of Trustee.................................59

         Section 8.02.     Rights of Trustee.................................60

         Section 8.03.     Individual Rights of Trustee......................61

         Section 8.04.     Trustee's Disclaimer..............................61

         Section 8.05.     Notice of Defaults................................62

         Section 8.06.     Reports by Trustee to Holders of the Notes........62

         Section 8.07.     Compensation and Indemnity........................62

         Section 8.08.     Replacement of Trustee............................63

         Section 8.09.     Successor Trustee by Merger, Etc..................64

         Section 8.10.     Eligibility; Disqualification.....................65

         Section 8.11.     Preferential Collection of Claims Against
                           Company...........................................65

         Section 8.12.     Co-Trustee........................................65

ARTICLE 9.            LEGAL DEFEASANCE AND COVENANT DEFEASANCE...............66

         Section 9.01.     Option to Effect Legal Defeasance or
                           Covenant Defeasance...............................66

         Section 9.02.     Legal Defeasance and Discharge....................66

         Section 9.03.     Covenant Defeasance...............................66

         Section 9.04.     Conditions to Legal or Covenant Defeasance........67

         Section 9.05.     Deposited Money and Government Securities
                           to be Held in Trust: Other Miscellaneous
                           Provisions........................................68

         Section 9.06.     Repayment to Company..............................69


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         Section 9.07.     Reinstatement.....................................69

         Section 9.08.     Survival..........................................70

ARTICLE 10.           AMENDMENT, SUPPLEMENT AND WAIVER.......................70

         Section 10.01.    Without Consent of Holders of Notes...............70

         Section 10.02.    With Consent of Holders of Notes..................71

         Section 10.03.    Compliance with Trust Indenture Act...............72

         Section 10.04.    Revocation and Effect of Consents.................72

         Section 10.05.    Notation on or Exchange of Notes..................73

         Section 10.06.    Trustee to Sign Amendments. Etc...................73

ARTICLE 11.           SATISFACTION AND DISCHARGE.............................73

         Section 11.01.    Satisfaction and Discharge of Indenture...........73

         Section 11.02.    Application of Trust Money........................74

ARTICLE 12.           SUBORDINATION..........................................75

         Section 12.01.    Notes Subordinated to Senior Indebtedness.........75

         Section 12.02.    Notes Subordinated to Prior Payment of All
                           Senior Indebtedness on Dissolution, Liquidation,
                           Reorganization, Etc. of the Company...............75

         Section 12.03.    Holders to Be Subrogated to Right of Holders
                           of Senior Indebtedness............................76

         Section 12.04.    Obligations of the Company Unconditional..........77

         Section 12.05.    Company Not to Make Payment With Respect to
                           Notes in Certain Circumstances....................77

         Section 12.06.    Notice to Trustee.................................78

         Section 12.07.    Application by Trustee of Money Deposited
                           With It...........................................79

         Section 12.08.    Subordination Rights Not Impaired by Acts or
                           Omissions of Company or Holders of Senior
                           Indebtedness......................................80

         Section 12.09.    Trustee to Effectuate Subordination...............80

         Section 12.10.    Right of Trustee to Hold Senior Indebtedness......80

         Section 12.11.    Article Not to Prevent Events of Default..........80

         Section 12.12.    No Fiduciary Duty Created to Holders of Senior
                           Indebtedness......................................80

         Section 12.13.    Article Applicable to Paying Agents...............81

ARTICLE 13.           MISCELLANEOUS..........................................81


                                       iv
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         Section 13.01.    Trust Indenture Act Controls......................81

         Section 13.02.    Notices...........................................81

         Section 13.03.    Communication by Holders of Notes with
                           Other Holders of Notes............................83

         Section 13.04.    Certificate and Opinion as to Conditions
                           Precedent.........................................83

         Section 13.05.    Statements Required in Certificate or
                           Opinion...........................................83

         Section 13.06.    Rules by Trustee and Agents.......................83

         Section 13.07.    No Personal Liability of Directors,
                           Officers, Employees and Shareholders..............84

         Section 13.08.    Governing Law.....................................84

         Section 13.09.    Consent to Jurisdiction and Service...............84

         Section 13.10.    No Adverse Interpretation of Other Agreements.....84

         Section 13.11.    Successors........................................85

         Section 13.12.    Severability......................................85

         Section 13.13.    Counterpart Originals.............................85

         Section 13.14.    Table of Contents, Headings, Etc..................85


                                       v
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                  INDENTURE, dated as of October 1, 2001, by and between
Metromedia Fiber Network, Inc., a Delaware corporation (the "COMPANY"), and U.S.
Bank Trust National Association, a national banking association, as trustee (the
"TRUSTEE").

                  WHEREAS, on October 7, 1999, the Company and the Initial
Purchaser (as defined herein) entered into that certain Securities Purchase
Agreement (the "PURCHASE AGREEMENT"), pursuant to which, among other things, the
Company issued and sold to Purchaser shares of Class A common stock of the
Company, par value $0.01 per share ("CLASS A COMMON STOCK"), and $975,281,000
principal amount of the Company's 6.15% Convertible Subordinated Notes due 2010
(the "OLD CONVERTIBLE NOTES"), which Convertible Notes are convertible into
shares of Class A Common Stock;

                  WHEREAS, in connection with the issuance and sale of the Class
A Common Stock and the Convertible Notes, the Company and the Trustee entered
into that certain Indenture, dated as of March 6, 2000 (the "OLD 6.15% NOTES
INDENTURE");

                  WHEREAS, the Company and the Initial Purchaser executed that
certain Notes Purchase Agreement, dated as of October 1, 2001 (the "NEW PURCHASE
AGREEMENT") pursuant to which, among other things, the Initial Purchaser will
purchase from the Company one or more 8.5% senior secured convertible notes due
2011 in the aggregate principal amount of $50,000,000 (the "NEW CONVERTIBLE
NOTES"), which shall be convertible into shares of Class A Common Stock pursuant
to, and in accordance with, the terms of the Indenture, dated as of October 1,
2001, by and between the Company and Wilmington Trust Company, as trustee (the
"NEW CONVERTIBLE NOTES INDENTURE"); and

                  WHEREAS, the Company and the Initial Purchaser executed that
certain Exchange Agreement, dated as of October 1, 2001, pursuant to which the
Company will exchange the Old Convertible Notes for $500,000,000 principal
amount of the Company's 6.15% Series A Convertible Subordinated Notes due March
16, 2010 and $475,281,000 principal amount of the Company's 6.15% Series B
Convertible Subordinated Notes due March 16, 2010, issued pursuant to this
Indenture; and

                  The Company and the Trustee agree as follows for the benefit
of each other and for the equal and ratable benefit of the Holders of the Series
A and Series B 6.15% Convertible Subordinated Notes due March 16, 2010:

                                   ARTICLE 1.

                   DEFINITIONS AND INCORPORATION BY REFERENCE

                  Section 1.01. Definitions.

                  "2008 NOTES" means the Company's 10% Series B Senior Notes due
2008 issued pursuant to the 2008 Notes Indenture.


<PAGE>

                  "2008 NOTES INDENTURE" means that certain Indenture, dated as
of November 25, 1998, between the Company and The Bank of New York as successor
to IBJ Schroder Bank & Trust Company, as trustee, as amended by the First
Supplemental Indenture, dated September 26, 2001, as the same may be further
amended, supplemented or otherwise modified from time to time.

                  "2009 NOTES" means the Company's 10% Series B Senior Notes due
2009 issued pursuant to the 2009 Notes Indenture.

                  "2009 NOTES INDENTURE" means that certain Indenture, dated as
of November 17, 1999, between the Company and The Bank of New York, as trustee,
as amended by the First Supplemental Indenture, dated September 26, 2001, as the
same may be further amended, supplemented or otherwise modified from time to
time.

                  "144A GLOBAL NOTE" means a global note in the form of EXHIBIT
A hereto bearing the Global Note Legend and the Private Placement Legend and
deposited with or on behalf of, and registered in the name of, the Depositary or
its nominee that will be issued in a denomination equal to the outstanding
aggregate principal amount of the Notes sold or resold in reliance on Rule 144A.

                  "AFFILIATE" of any specified Person means any other Person
directly or indirectly controlling, controlled by or under direct or indirect
common control with such specified Person. For purposes of this definition,
"CONTROL" (including, with correlative meanings, the terms "CONTROLLING,"
"CONTROLLED BY" and "UNDER COMMON CONTROL WITH"), as used with respect to any
Person, shall mean the possession, directly or indirectly, of the power to
direct or cause the direction of the management or policies of such Person,
whether through the ownership of voting securities, by agreement or otherwise;
PROVIDED that beneficial ownership of 10% or more of the Voting Stock of a
Person shall be deemed to be control; PROVIDED, FURTHER, that the Initial
Purchaser shall not be deemed to be an Affiliate of the Company if it
beneficially owns 10% or more of the Voting Stock of the Company solely as a
result of converting the Notes or the New Convertible Notes in accordance with
this Indenture or the New Convertible Notes Indenture, as applicable, and after
such conversion the Initial Purchaser still holds Notes.

                  "AFFILIATE FINANCING DOCUMENTS" means collectively, the
Affiliate Notes, the Affiliate Note Purchase Agreement and the Affiliate
Registration Rights Agreement.

                  "AFFILIATE NOTE PURCHASE AGREEMENT" means the Note Purchase
Agreement, dated as of the date hereof, by and among the Company, the Kluge
Trust, David Rockefeller and Stephen A. Garofalo.

                  "AFFILIATE NOTES" means the 8.5% senior convertible notes due
2011 issued pursuant to the Affiliate Note Purchase Agreement.


                                       2
<PAGE>

                  "AFFILIATE REGISTRATION RIGHTS AGREEMENT" means the
Registration Rights Agreement, dated as of the date hereof, by and among
Metromedia Fiber Network, Inc., the Kluge Trust, David Rockefeller and Stephen
A. Garofalo.

                  "AGENT" means any Registrar, Paying Agent, Conversion Agent or
co-registrar.

                  "APPLICABLE PROCEDURES" means, with respect to any transfer or
exchange of or for beneficial interests in any Global Note, the rules and
procedures of the Depositary that apply to such transfer or exchange.

                  "ASSOCIATE" as used to indicate a relationship with any
Person, means (i) any trust or other estate in which such Person has a
substantial beneficial interest or as to which such Person serves as trustee or
in a similar fiduciary capacity, (ii) any lineal ancestor, lineal descendant,
sibling or spouse of such Person, or any other Person who has the same home as
such Person, and (iii) any Person who is an Associate of any of the Persons
identified in (i) or (ii).

                  "BANKRUPTCY LAW" means Title 11, U.S. Code or any similar
federal or state law for the relief of debtors.

                  "BOARD OF DIRECTORS" means the board of directors or other
governing body of the Company or, if the Company is owned or managed by a single
entity, the board of directors or other governing body of such entity, or, in
either case, any committee thereof duly authorized to act on behalf of such
board or governing body.

                  "BOARD RESOLUTION" means a duly authorized resolution of the
Board of Directors.

                  "BUSINESS DAY" means any day other than a Legal Holiday.

                  "CAPITAL STOCK" means (i) in the case of a corporation,
corporate stock, (ii) in the case of an association or business entity, any and
all shares, interests, participation, rights or other equivalents (however
designated) of corporate stock, (iii) in the case of a partnership or limited
liability company, partnership or membership interests (whether general or
limited) and (iv) any other interest or participation that confers on a Person
the right to receive a share of the profits and losses of, or distributions of
assets of, the issuing Person.

                  "CHANGE OF CONTROL" means the occurrence of any of the
following: (i) any "person" or "group" (as such terms are used in Section
13(d)(3) of the Exchange Act), other than a Permitted Holder, is or becomes the
beneficial owner, directly or indirectly, of 35% or more of the Voting Stock
(measured by voting power rather than by number of shares) of the Company and
the Permitted Holders own, in the aggregate, a lesser percentage of the total
Voting Stock (measured by voting power rather than by number of shares) of the
Company than such person and do not have the right or ability


                                       3
<PAGE>

by voting power, contract or otherwise to elect or designate for election a
majority of the board of directors of the Company (for the purposes of this
clause, such other person shall be deemed to "beneficially own" any Voting Stock
of a specified corporation held by a parent corporation if such other person
beneficially owns, directly or indirectly, more than 35% of the Voting Stock
(measured by voting power rather than by number of shares) of such parent
corporation and the Permitted Holders beneficially own, directly or indirectly,
in the aggregate a lesser percentage of Voting Stock (measured by voting power
rather than by number of shares) of such parent corporation and do not have the
right or ability by voting power, contract or otherwise to elect or designate
for election a majority of the board of directors of such parent corporation),
(ii) during any period of two consecutive years, Continuing Directors cease for
any reason to constitute a majority of the Board of Directors of the Company,
(iii) the Company consolidates or merges with or into any other Person, or any
Person consolidates with, or merges with or into, the Company, other than a
consolidation or merger (a) of the Company into a Wholly Owned Subsidiary of the
Company or (b) pursuant to a transaction in which the outstanding Voting Stock
of the Company is changed into or exchanged for cash, securities or other
property with the effect that the beneficial owners of the outstanding Voting
Stock of the Company immediately prior to such transaction, beneficially own,
directly or indirectly, at least a majority of the Voting Stock (measured by
voting power rather than number of shares) of the surviving corporation
immediately following such transaction, (iv) the sale, transfer, conveyance or
other disposition (other than by way of merger or consolidation), in one or a
series of related transactions, of all or substantially all of the assets of the
Company and its Subsidiaries, taken as a whole, to any Person other than a
Wholly Owned Subsidiary of the Company or a Permitted Holder or a Related
Person; PROVIDED, HOWEVER, that sales, transfers, conveyances or other
dispositions in the ordinary course of business of capacity on fiber optic or
cable systems owned, controlled or operated by the Company or any of its
Subsidiaries or of telecommunications capacity or transmission rights, rights of
way or conduit acquired by the Company or any of its Subsidiaries for use in the
business of the Company or any of its Subsidiaries, including, without
limitation, for sale, lease, transfer, conveyance or other disposition to any
customer of the Company or any of its Subsidiaries shall not be deemed a
disposition of assets for purposes of this clause (iv), or (v) the adoption of a
plan relating to the total liquidation of the Company.

                  "CLASS A COMMON STOCK" means the Class A Common Stock, par
value $0.01 per share, of the Company.

                  "CLASS B COMMON STOCK" means the Class B Common Stock, par
value $0.01 per share, of the Company.

                  "CLEARSTREAM" means Clearstream Banking, S.A.

                  "COMMON STOCK" means collectively the Class A Common Stock and
the Class B Common Stock, determined as a single class assuming shares of Class
B Common Stock had been converted into shares of Class A Common Stock.


                                       4
<PAGE>

                  "COMPANY" means Metromedia Fiber Network, Inc., a Delaware
corporation, and any and all successors thereto.

                  "COMMUNICATIONS ACT" means the U.S. federal statute known as
the Communications Act of 1934, as amended by the Telecommunications Act of
1996, as amended.

                  "CONTINUING DIRECTORS" means individuals who at the beginning
of the period of determination constituted the Board of Directors of the
Company, together with any new directors whose election by such Board of
Directors or whose nomination for election by the shareholders of the Company
was approved by a vote of a majority of the directors of the Company then still
in office who were either directors at the beginning of such period or whose
election or nomination for election was previously so approved or is the
designee of any one of the Permitted Holders or any combination thereof or was
nominated or elected by any such Permitted Holder(s) or any of their designees.

                  "CORPORATE TRUST OFFICE OF THE TRUSTEE" shall be at the
address of the Trustee specified in Section 13.02 hereof or such other address
as to which the Trustee may give notice to the Company.

                  "CURRENCY AGREEMENT" means, with respect to any Person, any
foreign exchange contract, currency swap agreement or other similar agreement as
to which such Person is a party or beneficiary.

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

                  "DEFINITIVE NOTE" means a certificated Note registered in the
name of the Holder thereof and issued in accordance with Section 2.06 hereof, in
the form of EXHIBIT A hereto except that such Note shall not bear the Global
Note Legend and shall not have the "Schedule of Exchanges of Interests in the
Global Note" attached thereto, but may bear the Private Placement Legend, if
applicable.

                  "DEPOSITARY" means, with respect to the Notes issuable or
issued in whole or in part in global form, the Person specified in Section 2.03
hereof as the Depositary with respect to the Notes, and any and all successors
thereto appointed as depositary hereunder and having become such pursuant to the
applicable provision of this Indenture.

                  "DISTRIBUTION COMPLIANCE PERIOD" means the one-year
distribution compliance period as defined in Rule 903(b)(3)(iii) of Regulation
S.

                  "EUROCLEAR" means Euroclear Bank S.A./N.V., as operator of the
Euroclear system.



                                       5
<PAGE>

                  "EXCHANGE ACT" means the Securities Exchange Act of 1934, as
amended (or any successor Act), and the rules and regulations promulgated
thereunder (or respective successor thereto).

                  "FRANCHISE AGREEMENTS" means (a) the Amended and Restated
Franchise Agreement, dated as of February 29, 2000, between the City of New York
and National Fiber Network, Inc., and (b) the Franchise Agreement, dated as of
June 22, 1999, by and between Montgomery County, Maryland, and Metromedia Fiber
Network Services, Inc., as each may be amended, modified or supplemented from
time to time.

                  "GAAP" means generally accepted accounting principles set
forth in the opinions and pronouncements of the Accounting Principles Board of
the American Institute of Certified Public Accountants and statements and
pronouncements of the Financial Accounting Standards Board or in such other
statements by such other entity as have been approved by a significant segment
of the accounting profession, which are in effect on the Issue Date.

                  "GLOBAL NOTE LEGEND" means the legend set forth in Section
2.06(g)(ii), which is required to be placed on all Global Notes issued under
this Indenture.

                  "GLOBAL NOTES" means, individually and collectively, each of
the Restricted Global Notes and the Unrestricted Global Notes, in the form of
EXHIBIT A hereto, issued in accordance with Article 2 hereof.

                  "GOVERNMENT SECURITIES" means securities that are (a) direct
obligations (or certificates representing an ownership interest in such
obligations) of the United States of America (including any agency or
instrumentality thereof) of the payment of which the full faith and credit of
the United States of America is pledged, (b) obligations of a Person controlled
or supervised by and acting as an agency or instrumentality of the United States
of America the payment of which is unconditionally guaranteed as a full faith
and credit obligation by the United States of America, or (c) obligations of a
Person the payment of which is unconditionally guaranteed as a full faith and
credit obligation by the United States of America.

                  "HEDGING OBLIGATIONS" means, with respect to any Person, the
obligations of such Person under any Interest Rate Agreement or Currency
Agreement.

                  "HOLDER" means a Person in whose name a Note is registered on
the Registrar's or any co-registrar's books.

                  "IAI GLOBAL NOTE" means a Global Note in substantially the
form of EXHIBIT A hereto bearing the Global Note Legend and the Private
Placement Legend and deposited with or on behalf of, and registered in the name
of, the Depositary or its nominee, that shall be initially issued in a
denomination equal to $0, but shall thereafter be revised to represent the
outstanding principal amount of the Notes transferred to Institutional
Accredited Investors.


                                       6
<PAGE>

                  "INDEBTEDNESS" means, with respect to any Person, any
indebtedness of such Person, whether or not contingent, in respect of borrowed
money or evidenced by bonds, notes, debentures or similar instruments or letters
of credit (or reimbursement agreements in respect thereof) or banker's
acceptances or the balance of the deferred and unpaid purchase price of any
property or representing any Hedging Obligations, except any such balance that
constitutes an accrued expense or trade payable, if and to the extent any of the
foregoing (other than letters of credit (or reimbursement agreements in respect
thereof), banker's acceptances and Hedging Obligations) would appear as a
liability upon a balance sheet of such Person prepared in accordance with GAAP,
as well as all Indebtedness of others secured by a Lien on any asset of such
Person (whether or not such Indebtedness is assumed by such Person) and, to the
extent not otherwise included, any guarantee by such Person of any Indebtedness
of any other Person. The amount of any Indebtedness outstanding as of any date
shall be (i) the accreted value thereof, in the case of any Indebtedness issued
with original issue discount, but the accretion of original issue discount in
accordance with the original terms of Indebtedness issued with an original issue
discount will not be deemed to be an incurrence, and (ii) the principal amount
thereof, together with any interest thereon that is more than 30 days past due,
in the case of any other Indebtedness.

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

                  "INDIRECT PARTICIPANT" means a Person who holds a beneficial
interest in a Global Note through a Participant.

                  "IN-REGION STATE" shall have the meaning assigned to such term
in Section 271(i)(I) of the Communications Act.

                  "INITIAL PURCHASER" means Verizon Investments Inc., a Delaware
corporation formerly known as Bell Atlantic Investments, Inc.

                  "INSTITUTIONAL ACCREDITED INVESTOR" means an institution that
is an "accredited investor" within the meaning of Rule 501(a)(1), (2), (3) or
(7) under the Securities Act.

                  "INTEREST PAYMENT DATE" shall have the meaning assigned to
that term in Section 2.01 hereof.

                  "INTEREST RATE AGREEMENT" means, with respect to any Person,
any interest rate protection agreement, interest rate future agreement, interest
rate option agreement, interest rate swap agreement, interest rate cap
agreement, interest rate collar agreement, interest rate hedge agreement or
other similar agreement or arrangement to which such Person is a party or
beneficiary.

                  "InterLATA SERVICE" shall have the meaning assigned to such
term in Section 3 of the Communications Act.


                                       7
<PAGE>

                  "ISSUE DATE" means the date of first issuance of the Notes
under this Indenture.

                  "KLUGE TRUST" means John W. Kluge, Chase Manhattan Bank and
Stuart Subotnick, trustees under a Trust Agreement, dated May 30, 1984 and as
amended and restated, between John W. Kluge, as grantor, and John W. Kluge and
Manufacturers Hanover Trust Company, as trustees, a grantor trust.

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

                  "LIEN" means, with respect to any asset, any mortgage, lien,
pledge, charge, note interest or encumbrance of any kind in respect of such
asset, whether or not filed, recorded or otherwise perfected under applicable
law (including any conditional sale or other title retention agreement, any
lease in the nature thereof, any option or other agreement to sell or give a
note interest in, and any filing of or agreement to give any financing statement
under the Uniform Commercial Code (or equivalent statutes) of any jurisdiction).

                  "NEW CONVERTIBLE NOTES" shall have the meaning assigned to
such term in the recitals.

                  "NEW CONVERTIBLE NOTES INDENTURE" shall have the meaning
assigned to such term in the recitals.

                  "NON-U.S. PERSON" means a Person who is not a U.S. Person.

                  "NOTE CUSTODIAN" means the Person specified in Section 2.03
hereof as the Note Custodian with respect to the Global Notes or any successor
entity thereto appointed as Note Custodian hereunder and having become such
pursuant to the applicable provision of this Indenture.

                  "NOTES" means collectively, the Series A Convertible Notes and
the Series B Convertible Notes.

                  "OFFICER" means the President, the Chief Executive Officer,
any Vice President and the Chief Financial Officer of the Company.

                  "OFFICERS' CERTIFICATE" means a certificate signed by two
Officers.

                  "OPINION OF COUNSEL" means an opinion from legal counsel who
is reasonably acceptable to the Trustee and that meets the requirements of
Section 13.05


                                       8
<PAGE>

hereof. The counsel may be an employee of or counsel to the Company, any
subsidiary of the Company, any Affiliate of the Company or the Trustee.

                  "PARTICIPANT" means, with respect to the Depositary, Euroclear
or Clearstream, a Person who has an account with the Depositary, Euroclear or
Clearstream, respectively (and, with respect to The Depositary Trust Company,
shall include Euroclear and Clearstream).

                  "PAYING AGENT" has the meaning provided in Section 2.03 and
includes any additional Paying Agent.

                  "PERMITTED HOLDER" means Metromedia Company, its general
partners and their respective Related Persons and Persons that would constitute
a Class B Permitted Holder as defined in the Company's Amended and Restated
Certificate of Incorporation as in effect on the date hereof.

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

                  "PRIVATE PLACEMENT LEGEND" means the legend set forth in
Section 2.06(g)(i) to be placed on all Notes issued under this Indenture except
where otherwise permitted by the provisions of this Indenture.

                  "PUBLIC RESALE" means a Transfer of Notes or shares of Class A
Common Stock underlying the Notes pursuant to (A) a bona fide secondary offering
registered under the Securities Act effectuated through the exercise by the
Initial Purchaser or its permitted transferee of its registration rights as
contemplated by Section 2, 3 or 4 of the Registration Rights Agreement or (B) a
purchase agreement with a placement agent or group of placement agents that
contemplates the immediate resale of securities by such placement agent pursuant
to the resale exemption provided by Rule 144A solely to QIBs and other permitted
purchasers under Rule 144A or in a Transfer permitted by Regulation S, or (C)
bona fide "brokers transactions" as permitted by or as otherwise permitted by
the exemption from registration of the resale of the shares of Class A Common
Stock underlying the Notes provided by Rule 144.

                  "QIB" means a "qualified institutional buyer" as defined in
Rule 144A.

                  "RECORD DATE" for the interest payable on any Interest Payment
Date means the March 1st or September 1st (whether or not a Business Day), as
the case may be, next preceding such Interest Payment Date.

                  "REGISTRAR" has the meaning provided in Section 2.03.


                                       9
<PAGE>

                  "REGISTRATION RIGHTS AGREEMENT" means the Notes Registration
Rights Agreement, dated as of March 6, 2000, between the Company and the Initial
Purchaser, as amended by Amendment No. 1 to Notes Registration Rights Agreement,
dated as of the date hereof, as such agreement may be further amended,
supplemented or otherwise modified from time to time.

                  "REGISTRATION STATEMENT" means a Registration Statement as
defined in the Registration Rights Agreement.

                  "REGULATED PERSON" means any "Bell operating company" or any
"affiliate" of a Bell operating company, as such terms are defined in Section 3
of the Communications Act.

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

                  "REGULATION S GLOBAL NOTE" means a Global Note substantially
in the form of EXHIBIT A hereto bearing the Global Note Legend and the Private
Placement Legend and deposited with or on behalf of and registered in the name
of the Depositary or its nominee, issued in a denomination equal to the
outstanding principal amount of the Notes sold in reliance on Rule 903 of
Regulation S.

                  "REGULATORY RELIEF DATE" means, with respect to a Holder which
is a Regulated Person, the date on which such Regulated Person has obtained
pursuant to Section 271 of the Communications Act, the approval of the Federal
Communications Commission to provide InterLATA Services in all states that are,
with respect to such Regulated Person, In-Region States, such approval to be
either an affirmative approval or a waiver from the restrictions of the
Communications Act.

                  "RELATED PERSON" means any Person who controls, is controlled
by or is under common control with a Permitted Holder; PROVIDED, that for
purposes of this definition, "control" means the beneficial ownership of more
than 50% of the total voting power of a Person normally entitled to vote in the
election of directors, managers or trustees, as applicable, of a Person.

                  "RESPONSIBLE OFFICER" when used with respect to the Trustee,
means any officer within the Corporate Trust Administration of the Trustee (or
any successor group of the Trustee) or any other officer of the Trustee
customarily performing functions similar to those performed by any of the above
designated officers and also means, with respect to a particular corporate trust
matter, any other officer to whom such matter is referred because of his
knowledge of and familiarity with the particular subject.

                  "RESTRICTED DEFINITIVE NOTE" means a Definitive Note bearing
the Private Placement Legend.


                                       10
<PAGE>

                  "RESTRICTED GLOBAL NOTE" means a Global Note bearing the
Private Placement Legend and includes the 144A Global Notes, the IAI Global Note
and the Regulation S Global Note.

                  "RESTRICTED NOTE" means either a Restricted Definitive Note or
a Restricted Global Note.

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

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

                  "RULE 903" means Rule 903 promulgated under the Securities
Act.

                  "RULE 904" means Rule 904 promulgated under the Securities
Act.

                  "SEC" means the Securities and Exchange Commission.

                  "SECURITIES ACT" means the Securities Act of 1933, as amended
(or any successor Act), and the rules and regulations promulgated thereunder (or
respective successor thereto).

                  "SENIOR INDEBTEDNESS" means the principal of, premium, if any,
interest (including interest accruing after the filing of any bankruptcy or
insolvency proceeding, whether or not such interest is allowed as a claim in
such proceeding), and other amounts payable on or in respect of any Indebtedness
of the Company, whether outstanding on the date of original issuance or
thereafter created, incurred or assumed (including, without limitation, (i) the
2008 Notes; (ii) the 2009 Notes; (iii) the indebtedness under the Senior Credit
Facility, (iv) the Affiliate Notes; and (v) the New Convertible Notes), unless,
in the case of any particular Indebtedness, the instrument creating or
evidencing the same or pursuant to which the same is outstanding expressly
provides that such Indebtedness shall not be senior in right of payment to the
Notes. Notwithstanding the foregoing, "Senior Indebtedness" shall not include
(a) Indebtedness evidenced by the Notes, (b) Indebtedness that is pursuant to an
instrument creating such Indebtedness expressly subordinate or junior in right
of payment to any Indebtedness of the Company, (c) Indebtedness which, when
incurred and without respect to any election under Section 1111(b) or Title 11,
United States Code, is by its terms without recourse to a Person, (d)
Indebtedness for goods, materials or services purchased in the ordinary course
of business or Indebtedness consisting of trade account payables or other
current liabilities incurred in the ordinary course of business, (e)
Indebtedness of or amounts owed by the Company for compensation to employees or
for services rendered to the Company, or (f) Indebtedness of the Company to a
Wholly Owned Subsidiary or any other Affiliate of the Company or any of such
Affiliate's Wholly Owned Subsidiaries.

                  "SENIOR CREDIT FACILITY" means that certain Note and Guarantee
Agreement, dated as of September 6, 2001, by and among the Company, the
guarantors party thereto and Citicorp USA, Inc., as Administrative Agent,
including any related


                                       11
<PAGE>

notes, guarantees, collateral documents, instruments and agreements executed in
connection therewith, and in each case as amended, modified, renewed, refunded,
replaced or refinanced from time to time.

                  "SERIES A CONVERTIBLE NOTES" means the 6.15% Series A
Convertible Subordinated Notes due March 16, 2010, which have an initial
Conversion Price of $3.00 and are issued pursuant to this Indenture.

                  "SERIES B CONVERTIBLE NOTES" means the 6.15% Series B
Convertible Subordinated Notes due March 16, 2010, which have an initial
Conversion Price of $17.00 and are issued pursuant to this Indenture.

                  "SIGNIFICANT SUBSIDIARY" means any Subsidiary that would be a
"significant subsidiary" as defined in Article 1, Rule 1-02 of Regulation S-X,
promulgated pursuant to the Securities Act, as such Regulation is in effect on
the date hereof.

                  "SPECIAL RECORD DATE" for the payment of any defaulted
interest means a date fixed by the Trustee pursuant to Section 2.12 hereof.

                  "STATED MATURITY" means, with respect to any installment of
interest or principal (including any mandatory sinking fund payment of interest
or principal) on any series of Indebtedness, the date on which such payment of
interest or principal (including any mandatory sinking fund payment of interest
or principal) was scheduled to be paid in the original documentation governing
such Indebtedness, and shall not include any contingent obligations to repay,
redeem or repurchase any such interest or principal prior to the date originally
scheduled for the payment thereof.

                  "SUBSIDIARY" means, with respect to any Person, (i) any
corporation, association or other business entity of which more than 50% of the
total voting power of shares of Capital Stock entitled (without regard to the
occurrence of any contingency) to vote in the election of directors, managers or
trustees thereof is at the time owned or controlled, directly or indirectly, by
such Person or one or more of the other Subsidiaries of that Person (or a
combination thereof), and (ii) any partnership (a) the sole general partner or
the managing general partner of which is such Person or a Subsidiary of such
Person or (b) the only general partners of which are such Person or of one or
more Subsidiaries of such Person (or any combination thereof).

                  "TIA" means the Trust Indenture Act of 1939 (15 U.S.C.
Sections 77aaa-77bbbb) as in effect on the date on which this Indenture is
qualified under the TIA.

                  "TRADING DAY" means (a) if the applicable security is listed
or admitted for trading on the New York Stock Exchange or another national
security exchange, a day on which the New York Stock Exchange or another
national security exchange is open for business, (b) if the applicable security
is quoted on the Nasdaq National Market or another United States automated
interdealer quotation system, a day on which trades may


                                       12
<PAGE>

be made thereon, or (c) if the applicable security is not so listed, admitted
for trading or quoted, any day other than a Saturday or Sunday or a day on which
banking institutions in the State of New York are authorized or obligated by law
or executive order to close.

                  "TRANSFER" means, with respect to any Note, any offer, sale,
assignment, exchange, grant of an option to purchase, hedge, short sale,
encumbrance, pledge, hypothecation or other disposition of such Note.

                  "TRUSTEE" means the party named as such above until a
successor replaces it in accordance with the applicable provisions of this
Indenture and thereafter means the successor serving hereunder.

                  "UNRESTRICTED DEFINITIVE NOTE" means one or more Definitive
Notes that do not bear and are not required to bear the Private Placement
Legend.

                  "UNRESTRICTED GLOBAL NOTE" means one or more Global Notes in
the form of EXHIBIT A attached hereto that bears the Global Note Legend and that
has the "Schedule of Exchanges of Interests in the Global Note" attached
thereto, and that is deposited with or on behalf of and registered in the name
of the Depositary, representing a series of Notes that do not bear the Private
Placement Legend.

                  "U.S. PERSON" means a U.S. person as defined in Rule 902(k)
under the Securities Act.

                  "VOTING STOCK" of any Person as of any date means the Capital
Stock of such Person that is at the time entitled to vote in the election of the
Board of Directors of such Person.

                  "WHOLLY OWNED SUBSIDIARY" of any Person means a Subsidiary of
such Person all of the outstanding Capital Stock or other ownership interests of
which (other than directors' qualifying shares) shall at the time be owned by
such Person or by one or more Wholly Owned Subsidiaries of such Person.

                  Section 1.02. OTHER DEFINITIONS.

         TERM                                      DEFINED IN SECTION

"Accepted Purchased Shares"                               4.06
"Authentication Order"                                    2.02
"Change of Control Offer"                                 5.07
"Change of Control Payment"                               5.07
"Change of Control Payment Date"                          5.07
"Closing Price"                                           4.06
"Conversion Agent"                                        2.03
"Conversion Date"                                         4.02
"Conversion Prices"                                       4.01


                                       13
<PAGE>

"Conversion Shares"                                       4.06
"Covenant Defeasance"                                     9.03
"Current Market Price"                                    4.06
"Distribution Date"                                       4.06
"Default Notice"                                          12.05
"DTC"                                                     2.03
"Event of Default"                                        7.01
"ex" date                                                 4.06
"Expiration Time"                                         4.06
"Fair Market Value"                                       4.06
"Legal Defeasance"                                        9.02
"pay the Notes"                                           12.02
"Paying Agent"                                            2.03
"Purchased Shares"                                        4.06
"Registrar"                                               2.03
"Rights"                                                  4.06
"Series A Conversion Price"                               4.01
"Series B Conversion Price"                               4.01
"Tender Expiration Time"                                  4.06


                  Section 1.03. TRUST INDENTURE ACT DEFINITIONS.

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

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

                  "INDENTURE SECURITIES" means the Notes;

                  "INDENTURE NOTE HOLDER" means a Holder of a Note;

                  "INDENTURE TO BE QUALIFIED" means this Indenture;

                  "INDENTURE TRUSTEE" or "INSTITUTIONAL TRUSTEE" means the
Trustee; and

                  "OBLIGOR" on the Notes means the Company and any successor
obligor upon the Notes.

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

                  Section 1.04.     RULES OF CONSTRUCTION.


                                       14
<PAGE>

                  Unless the context otherwise requires:

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

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

                  (3)      "or" is not exclusive;

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

                  (5)      provisions apply to successive events and
transactions; and

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

                                   ARTICLE 2.

                                   THE NOTES

                  Section 2.01.     FORM AND DATING; PAYMENT OF INTEREST.

                  (a)      GENERAL.

                  The Notes and the Trustee's certificate of authentication
shall be substantially in the form of EXHIBIT A hereto. The Notes may have
notations, legends or endorsements required by law, stock exchange rule or usage
or agreements to which the Company is subject. The Notes shall be in
denominations of $1,000 and integral multiples thereof. Each Note shall be dated
the date of its authentication and shall bear interest from its date of issue;
PROVIDED, HOWEVER, that if the date of issue is after September 15, 2001,
interest shall accrue from September 15, 2001. Interest shall be payable
semiannually on each March 15th and September 15th (each, an "INTEREST PAYMENT
DATE"), commencing March 15, 2002, except as otherwise specified on the faces of
the Notes.

                  The Person in whose name any Note (or its predecessor Note) is
registered at the close of business on any Record Date with respect to any
Interest Payment Date (including any Note that is converted after the Record
Date and on or before the Interest Payment Date) shall be entitled to receive
the interest payable on such Interest Payment Date notwithstanding the
cancellation of such Note upon any transfer, exchange or conversion subsequent
to the Record Date and prior to such Interest Payment Date. Interest may, at the
option of the Company, be paid by check mailed to the address of such Person as
it appears on the Note register; PROVIDED that, with respect to any Holder of an
interest in any Global Note, interest on such Holder's Notes shall be paid by
wire


                                       15
<PAGE>

transfer in immediately available funds to Cede & Co., the nominee of the
Depositary, as registered owner of the Global Notes.

                  Interest on the Notes shall be computed on the basis of a
360-day year composed of twelve 30-day months.

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

                  (b)      GLOBAL NOTES.

                  Notes issued in global form shall be substantially in the form
of EXHIBIT A attached hereto (including the Global Note Legend thereon and the
"Schedule of Exchanges of Interests in the Global Note" attached thereto). Notes
issued in definitive form shall be substantially in the form of EXHIBIT A
attached hereto (but without the Global Note Legend thereon and without the
"Schedule of Exchanges of Interests in the Global Note" attached thereto). Each
Global Note shall represent such of the aggregate principal amount of the
outstanding Notes as shall be specified therein and each shall provide that it
shall represent the aggregate principal amount of outstanding Notes from time to
time endorsed thereon and that the aggregate principal amount of outstanding
Notes represented thereby may from time to time be reduced or increased, as
appropriate, to reflect exchanges, repurchases and redemptions. Any endorsement
of a Global Note to reflect the amount of any increase or decrease in the
aggregate principal amount of outstanding Notes represented thereby shall be
made by the Trustee or the Note Custodian, at the direction of the Trustee, in
accordance with instructions given by the Holder thereof as required by Section
2.06 hereof.

                  (c)      EUROCLEAR AND CLEARSTREAM PROCEDURES APPLICABLE.

                  The provisions of the "Operating Procedures of the Euroclear
System" and "Terms and Conditions Governing Use of Euroclear" and the "General
Terms and Conditions of Clearstream" and "Customer Handbook" of Clearstream
shall be applicable to transfers of beneficial interests in the Global Notes
that are held by Participants through Euroclear or Clearstream.

                  Section 2.02.     DESIGNATION; AMOUNT AND ISSUE OF NOTES;
EXECUTION AND AUTHENTICATION.

                  The Notes shall be designated as "6.15% Convertible
Subordinated Notes due March 16, 2010" which shall consist of two series. Notes
in aggregate principal amount of $500,000,000 shall be designated as "6.15%
Series A Convertible Subordinated Notes due March 16, 2010." Notes in aggregate
principal amount of


                                       16
<PAGE>

$475,281,000 shall be designated as "6.15% Series B Convertible Subordinated
Notes due March 16, 2010." Notes not to exceed the aggregate principal amount of
$975,281,000 upon the execution of this Indenture, or from time to time
thereafter, may be executed by the Company and delivered to the Trustee for
authentication, and the Trustee shall thereupon authenticate and make available
for delivery said Notes upon the written order (an "AUTHENTICATION ORDER") of
the Company, signed by two Officers or one Officer and the Secretary or an
Assistant Secretary of the Company by manual or facsimile signature, without any
further action by the Company.

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

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

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

                  Section 2.03.     REGISTRAR AND PAYING AGENT.

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

                  The Company initially appoints The Depository Trust Company
("DTC") to act as Depositary with respect to the Global Notes.

                  The Company initially appoints the Trustee to act as the
Registrar, Paying Agent and Conversion Agent and to act as Note Custodian with
respect to the Global Notes and as agent for service of notice and demands.


                                       17
<PAGE>

                  The Trustee is authorized to enter into a letter of
representations with DTC in the form provided to the Trustee by the Company and
to act in accordance with such letter.

                  Section 2.04.     PAYING AGENT TO HOLD MONEY IN TRUST.

                  Not later than each due date of principal, premium, if any,
and interest on the Notes, the Company shall deposit with the Paying Agent money
in immediately available funds sufficient to pay such principal, premium, if
any, and interest so becoming due. The Company shall require each Paying Agent
other than the Trustee to agree in writing that the Paying Agent will hold in
trust for the benefit of Holders or the Trustee all money held by the Paying
Agent for the payment of principal, or interest on the Notes, and will notify
the Trustee of any default by the Company in making any such payment. While any
such default continues, the Trustee may require a Paying Agent to pay all such
money held by it to the Trustee. The Company at any time may require a Paying
Agent to pay all such money held by it to the Trustee. Upon payment over to the
Trustee, the Paying Agent (if other than the Company or a Subsidiary) shall have
no further liability for the money. If the Company or a Subsidiary acts as
Paying Agent, it shall segregate and hold in a separate trust fund for the
benefit of the Holders all money held by it as Paying Agent. Upon any bankruptcy
or reorganization proceedings relating to the Company, the Trustee shall serve
as Paying Agent for the Notes.

                  Section 2.05.     HOLDER LISTS.

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

                  Section 2.06.     TRANSFER AND EXCHANGE.

                  (a)      TRANSFER AND EXCHANGE OF GLOBAL NOTES.

                  A Global Note may not be transferred as a whole except by the
Depositary to a nominee of the Depositary, by a nominee of the Depositary to the
Depositary or to another nominee of the Depositary, or by the Depositary or any
such nominee to a successor Depositary or a nominee of such successor
Depositary. All Global Notes will be exchanged by the Company for Definitive
Notes if (i) the Company delivers to the Trustee a notice from the Depositary
that it is unwilling or unable to continue to act as Depositary or that it is no
longer a clearing agency registered under the Exchange Act and, in either case,
a successor Depositary is not appointed by the Company within 120 days after the
date of such notice from the Depositary or (ii) the Company in its sole
discretion determines that the Global Notes (in whole but not in part) should be


                                       18
<PAGE>

exchanged for Definitive Notes and delivers a written notice to such effect to
the Trustee. Upon the occurrence of either of the preceding events in (i) or
(ii) above, Definitive Notes shall be issued in such names as the Depositary
shall instruct the Trustee. Global Notes also may be exchanged or replaced, in
whole or in part, as provided in this Section 2.06 and Sections 2.07 and 2.10
hereof. Every Note authenticated and delivered in exchange for, or in lieu of, a
Global Note or any portion thereof, pursuant to this Section 2.06 and Sections
2.07 or 2.10 hereof, shall be authenticated and delivered in the form of, and
shall be, a Global Note. A Global Note may not be exchanged for another Note
other than as provided in this Section 2.06(a); however, beneficial interests in
a Global Note may be transferred and exchanged as provided in this Section 2.06
hereof.

                  (b)      TRANSFER AND EXCHANGE OF BENEFICIAL INTERESTS IN THE
GLOBAL NOTES.

                  The transfer and exchange of beneficial interests in the
Global Notes shall be effected through the Depositary, in accordance with the
provisions of this Indenture and the Applicable Procedures. Beneficial interests
in the Restricted Global Notes shall be subject to restrictions on transfer
comparable to those set forth herein and therein to the extent required by the
Securities Act. Transfers of beneficial interests in the Global Notes also shall
require compliance with either subparagraph (i) or (ii) below, as applicable, as
well as one or more of the other following subparagraphs, as applicable:

                       (i) TRANSFER OF BENEFICIAL INTERESTS IN THE SAME GLOBAL
NOTE. Beneficial interests in any Restricted Global Note may be transferred to
Persons who take delivery thereof in the form of a beneficial interest in the
same Restricted Global Note in accordance with the transfer restrictions set
forth in the Private Placement Legend; PROVIDED, HOWEVER, that prior to the
expiration of the Distribution Compliance Period, transfers of beneficial
interests in the Regulation S Global Note may not be made to a U.S. Person or
for the account or benefit of a U.S. Person (other than the Initial Purchaser).
Beneficial interests in any Unrestricted Global Note may be transferred to
Persons who take delivery thereof in the form of a beneficial interest in an
Unrestricted Global Note. No written orders or instructions shall be required to
be delivered to the Registrar to effect the transfers described in this Section
2.06(b)(i).

                       (ii) ALL OTHER TRANSFERS AND EXCHANGES OF BENEFICIAL
INTERESTS IN GLOBAL NOTES. In connection with all transfers and exchanges of
beneficial interests that are not subject to Section 2.06(b)(i) above, the
transferor of such beneficial interest must deliver to the Registrar either (A)
(1) a written order from a Participant or an Indirect Participant given to the
Depositary in accordance with the Applicable Procedures directing the Depositary
to credit or cause to be credited a beneficial interest in another Global Note
in an amount equal to the beneficial interest to be transferred or exchanged and
(2) instructions given in accordance with the Applicable Procedures containing
information regarding the Participant account to be credited with such increase
or (B) (1) a written order from a Participant or an Indirect Participant given
to the Depositary in accordance with the Applicable Procedures directing the
Depositary to cause to be issued a Definitive Note in an amount equal to the
beneficial interest to be transferred or exchanged and (2) instructions given by
the Depositary to the Registrar containing


                                       19
<PAGE>

information regarding the Person in whose name such Definitive Note shall be
registered to effect the transfer or exchange referred to in (1) above. Upon
satisfaction of all of the requirements for transfer or exchange of beneficial
interests in Global Notes contained in this Indenture and the Notes or otherwise
applicable under the Securities Act, the Trustee shall adjust the principal
amount of the relevant Global Note(s) pursuant to Section 2.06(h) hereof.

                       (iii) TRANSFER OF BENEFICIAL INTERESTS TO ANOTHER
RESTRICTED GLOBAL NOTE. A beneficial interest in any Restricted Global Note may
be transferred to a Person who takes delivery thereof in the form of a
beneficial interest in another Restricted Global Note if the transfer complies
with the requirements of Section 2.06(b)(ii) above and the Registrar receives
the following:

                            (A) if the transferee will take delivery in the form
         of a beneficial interest in the 144A Global Note, then the transferor
         must deliver a certificate in the form of EXHIBIT B hereto, including
         the certifications in item (1) thereof;

                            (B) if the transferee will take delivery in the form
         of a beneficial interest in the Regulation S Global Note, then the
         transferor must deliver a certificate in the form of EXHIBIT B hereto,
         including the certifications in item (2) thereof; and

                            (C) if the transferee will take delivery in the form
         of a beneficial interest in the IAI Global Note, then the transferor
         must deliver a certificate in the form of EXHIBIT B hereto, including
         the certifications and certificates and Opinion of Counsel required by
         item (3) thereof, if applicable.

                       (iv) TRANSFER AND EXCHANGE OF BENEFICIAL INTERESTS IN
RESTRICTED GLOBAL NOTES FOR BENEFICIAL INTERESTS IN UNRESTRICTED GLOBAL NOTES. A
beneficial interest in any Restricted Global Note may be exchanged by any holder
thereof for a beneficial interest in an Unrestricted Global Note or transferred
to a Person who takes delivery thereof in the form of a beneficial interest in
an Unrestricted Global Note if the exchange or transfer complies with the
requirements of Section 2.06(b)(ii) above and:

                            (A) such transfer is effected pursuant to a
         Registration Statement in accordance with the Registration Rights
         Agreement; or

                            (B) the Registrar receives the following:

                                 (1) if the holder of such beneficial interest
                  in a Restricted Global Note proposes to exchange such
                  beneficial interest for a beneficial interest in an
                  Unrestricted Global Note, a certificate from such holder in
                  the form of EXHIBIT C hereto including the certifications in
                  item (1)(a) thereof; or


                                       20
<PAGE>

                                 (2) if the holder of such beneficial interest
                  in a Restricted Global Note proposes to transfer such
                  beneficial interest to a Person who shall take delivery
                  thereof in the form of a beneficial interest in an
                  Unrestricted Global Note, a certificate from such holder in
                  the form of EXHIBIT B hereto, including the certifications
                  in item (4) thereof;

                  and, in each such case set forth in this subparagraph (B),
                  if the Company or the Registrar so requests or if the
                  Applicable Procedures so require, an Opinion of Counsel in
                  form reasonably acceptable to the Company or the Registrar,
                  as applicable, to the effect that such exchange or transfer
                  is in compliance with the Securities Act and that the
                  restrictions on transfer contained herein and in the Private
                  Placement Legend are no longer required in order to maintain
                  compliance with the Securities Act.

                  If any such transfer is effected pursuant to subparagraph (A)
or (B) above at a time when an Unrestricted Global Note has not yet been issued,
the Company shall issue and, upon receipt of an Authentication Order in
accordance with Section 2.02 hereof, the Trustee shall authenticate one or more
Unrestricted Global Notes in an aggregate principal amount equal to the
aggregate principal amount of beneficial interests transferred pursuant to
subparagraph (A) or (B) above.

                  Beneficial interests in an Unrestricted Global Note cannot be
exchanged for, or transferred to Persons who take delivery thereof in the form
of, a beneficial interest in a Restricted Global Note.

                  (c)      TRANSFER OR EXCHANGE OF BENEFICIAL INTERESTS FOR
DEFINITIVE NOTES.

                       (i) BENEFICIAL INTERESTS IN RESTRICTED GLOBAL NOTES TO
RESTRICTED DEFINITIVE NOTES. If any holder of a beneficial interest in a
Restricted Global Note proposes to exchange such beneficial interest for a
Restricted Definitive Note or to transfer such beneficial interest to a Person
who takes delivery thereof in the form of a Restricted Definitive Note, then,
upon receipt by the Registrar of the following documentation:

                            (A) if the holder of such beneficial interest in a
         Restricted Global Note proposes to exchange such beneficial interest
         for a Restricted Definitive Note, a certificate from such holder in
         the form of EXHIBIT C hereto, including the certifications in item
         (2)(a) thereof;

                            (B) if such beneficial interest is being transferred
         to a QIB in accordance with Rule 144A, a certificate to the effect set
         forth in EXHIBIT B hereto, including the certifications in item (1)
         thereof;

                            (C) if such beneficial interest is being transferred
         to a Non-U.S. Person in an offshore transaction in accordance with
         Rule 903 or Rule 904, a


                                       21
<PAGE>

         certificate to the effect set forth in EXHIBIT B hereto, including the
         certifications in item (2) thereof;

                            (D) if such beneficial interest is being transferred
         pursuant to an exemption from the registration requirements of the
         Securities Act in accordance with Rule 144, a certificate to the
         effect set forth in EXHIBIT B hereto, including the certifications in
         item (3)(a) thereof;

                            (E) if such beneficial interest is being transferred
         to an Institutional Accredited Investor in reliance on an exemption
         from the registration requirements of the Securities Act other than
         those listed in subparagraphs (B) through (D) above, a certificate to
         the effect set forth in EXHIBIT B hereto, including the
         certifications, certificates and Opinion of Counsel required by item
         (3) thereof, if applicable;

                            (F) if such beneficial interest is being transferred
         to the Company or any of its Subsidiaries, a certificate to the effect
         set forth in EXHIBIT B hereto, including the certifications in item
         (3)(b) thereof; or

                            (G) if such beneficial interest is being transferred
         pursuant to an effective registration statement under the Securities
         Act, a certificate to the effect set forth in EXHIBIT B hereto,
         including the certifications in item (3)(c) thereof,

         upon confirmation of such receipt, the Trustee shall cause the
         aggregate principal amount of the applicable Global Note to be reduced
         accordingly pursuant to Section 2.06(h) hereof, and the Company shall
         execute and the Trustee shall authenticate and deliver to the Person
         designated in the instructions a Definitive Note in the appropriate
         principal amount. Any Definitive Note issued in exchange for a
         beneficial interest in a Restricted Global Note pursuant to this
         Section 2.06(c) shall be registered in such name or names and in such
         authorized denomination or denominations as the holder of such
         beneficial interest shall instruct the Registrar through instructions
         from the Depositary and the Participant or Indirect Participant. The
         Trustee shall deliver such Definitive Notes to the Persons in whose
         names such Notes are so registered. Any Definitive Note issued in
         exchange for a beneficial interest in a Restricted Global Note
         pursuant to this Section 2.06(c)(i) shall bear the Private Placement
         Legend and shall be subject to all restrictions on transfer contained
         therein.

                       (ii) BENEFICIAL INTERESTS IN RESTRICTED GLOBAL NOTES TO
UNRESTRICTED DEFINITIVE NOTES. A holder of a beneficial interest in a Restricted
Global Note may exchange such beneficial interest for an Unrestricted Definitive
Note or may transfer such beneficial interest to a Person who takes delivery
thereof in the form of an Unrestricted Definitive Note only if:


                                       22
<PAGE>

                            (A) such transfer is effected pursuant to the
         Registration Statement in accordance with the Registration Rights
         Agreement; or

                            (B) the Registrar receives the following:

                                 (1) if the holder of such beneficial interest
               in a Restricted Global Note proposes to exchange such beneficial
               interest for a Definitive Note that does not bear the Private
               Placement Legend, a certificate from such holder in the form of
               EXHIBIT C hereto, including the certifications in item (1)(b)
               thereof; or

                                 (2) if the holder of such beneficial interest
               in a Restricted Global Note proposes to transfer such beneficial
               interest to a Person who shall take delivery thereof in the form
               of a Definitive Note that does not bear the Private Placement
               Legend, a certificate from such holder in the form of EXHIBIT B
               hereto, including the certifications in item (4) thereof;

         and, in each such case set forth in this subparagraph (B), if the
         Company or the Registrar so requests or if the Applicable Procedures so
         require, an Opinion of Counsel in form reasonably acceptable to the
         Company or the Registrar, as applicable, to the effect that such
         exchange or transfer is in compliance with the Securities Act and that
         the restrictions on transfer contained herein and in the Private
         Placement Legend are no longer required in order to maintain compliance
         with the Securities Act.

                       (iii) BENEFICIAL INTERESTS IN UNRESTRICTED GLOBAL NOTES
TO UNRESTRICTED DEFINITIVE NOTES. If any holder of a beneficial interest in an
Unrestricted Global Note proposes to exchange such beneficial interest for a
Definitive Note or to transfer such beneficial interest to a Person who takes
delivery thereof in the form of a Definitive Note, then, upon satisfaction of
the conditions set forth in Section 2.06(b)(ii) hereof, the Trustee shall cause
the aggregate principal amount of the applicable Global Note to be reduced
accordingly pursuant to Section 2.06(h) hereof, and the Company shall execute
and the Trustee shall authenticate and deliver to the Person designated in the
instructions a Definitive Note in the appropriate principal amount. Any
Definitive Note issued in exchange for a beneficial interest pursuant to this
Section 2.06(c)(iii) shall be registered in such name or names and in such
authorized denomination or denominations as the holder of such beneficial
interest shall instruct the Registrar through instructions from the Depositary
and the Participant or Indirect Participant. The Trustee shall deliver such
Definitive Notes to the Persons in whose names such Notes are so registered. Any
Definitive Note issued in exchange for a beneficial interest pursuant to this
Section 2.06(c)(iii) shall not bear the Private Placement Legend.

                  (d)      TRANSFER AND EXCHANGE OF DEFINITIVE NOTES FOR
BENEFICIAL INTERESTS.


                                       23
<PAGE>

                       (i) RESTRICTED DEFINITIVE NOTES TO BENEFICIAL INTERESTS
IN RESTRICTED GLOBAL NOTES. If any Holder of a Restricted Definitive Note
proposes to exchange such Note for a beneficial interest in a Restricted Global
Note or to transfer such Restricted Definitive Notes to a Person who takes
delivery thereof in the form of a beneficial interest in a Restricted Global
Note, then, upon receipt by the Registrar of the following documentation:

                            (A) if the Holder of such Restricted Definitive Note
         proposes to exchange such Note for a beneficial interest in a
         Restricted Global Note, a certificate from such Holder in the form of
         EXHIBIT C hereto, including the certifications in item (2)(b) thereof;

                            (B) if such Restricted Definitive Note is being
         transferred to a QIB in accordance with Rule 144A, a certificate to
         the effect set forth in EXHIBIT B hereto, including the certifications
         in item (1) thereof;

                            (C) if such Restricted Definitive Note is being
         transferred to a Non-U.S. Person in an offshore transaction in
         accordance with Rule 903 or Rule 904, a certificate to the effect set
         forth in EXHIBIT B hereto, including the certifications in item (2)
         thereof;

                            (D) if such Restricted Definitive Note is being
         transferred pursuant to an exemption from the registration
         requirements of the Securities Act in accordance with Rule 144 under
         the Securities Act, a certificate to the effect set forth in EXHIBIT B
         hereto, including the certifications in item (3)(a) thereof;

                            (E) if such Restricted Definitive Note is being
         transferred to an Institutional Accredited Investor in reliance on an
         exemption from the registration requirements of the Securities Act
         other than those listed in subparagraphs (B) through (D) above, a
         certificate to the effect set forth in EXHIBIT B hereto, including the
         certifications, certificates and Opinion of Counsel required by item
         (3)(d) thereof, if applicable;

                            (F) if such Restricted Definitive Note is being
         transferred to the Company or any of its Subsidiaries, a certificate
         to the effect set forth in EXHIBIT B hereto, including the
         certifications in item (3)(b) thereof; or

                            (G) if such Restricted Definitive Note is being
         transferred pursuant to an effective registration statement under the
         Securities Act, a certificate to the effect set forth in EXHIBIT B
         hereto, including the certifications in item (3)(c) thereof,

upon confirmation of such receipt, the Trustee shall cancel the Restricted
Definitive Note, increase or cause to be increased the aggregate principal
amount of, in the case of clause (A) above, the appropriate Restricted Global
Note, in the case of clause (B) above, the


                                       24
<PAGE>

144A Global Note, and in the case of clause (C) above, the Regulation S Global
Note, and in all other cases, the IAI Global Note.

                       (ii) RESTRICTED DEFINITIVE NOTES TO BENEFICIAL INTERESTS
IN UNRESTRICTED GLOBAL NOTES. A Holder of a Restricted Definitive Note may
exchange such Note for a beneficial interest in an Unrestricted Global Note or
transfer such Restricted Definitive Note to a Person who takes delivery thereof
in the form of a beneficial interest in an Unrestricted Global Note only if:

                            (A) such transfer is effected pursuant to a
Registration Statement in accordance with the Registration Rights Agreement; or

                            (B) the Registrar receives the following:

                                 (1) if the Holder of such Definitive Notes
              proposes to exchange such Notes for a beneficial interest in the
              Unrestricted Global Note, a certificate from such Holder in the
              form of EXHIBIT C hereto, including the certifications in item
              (1)(c) thereof; or

                                 (2) if the Holder of such Definitive Notes
              proposes to transfer such Notes to a Person who shall take
              delivery thereof in the form of a beneficial interest in the
              Unrestricted Global Note, a certificate from such Holder in the
              form of EXHIBIT B hereto, including the certifications in item
              (4) thereof;

              and, in each such case set forth in this subparagraph (B), if the
              Company or Registrar so requests or if the Applicable Procedures
              so require, an Opinion of Counsel in form reasonably acceptable
              to the Company or Registrar, as applicable, to the effect that
              such exchange or transfer is in compliance with the Securities
              Act and that the restrictions on transfer contained herein and in
              the Private Placement Legend are no longer required in order to
              maintain compliance with the Securities Act.

              Upon satisfaction of the conditions of any of the subparagraphs
in this Section 2.06(d)(ii), the Trustee shall cancel the Definitive Notes
and increase or cause to be increased the aggregate principal amount of the
Unrestricted Global Note.

                       (iii)    UNRESTRICTED DEFINITIVE NOTES TO BENEFICIAL
INTERESTS IN UNRESTRICTED GLOBAL NOTES. A Holder of an Unrestricted Definitive
Note may exchange such Note for a beneficial interest in an Unrestricted Global
Note or transfer such Definitive Notes to a Person who takes delivery thereof in
the form of a beneficial interest in an Unrestricted Global Note at any time.
Upon receipt of a request for such an exchange or transfer, the Trustee shall
cancel the applicable Unrestricted Definitive Note and increase or cause to be
increased the aggregate principal amount of one of the Unrestricted Global
Notes.


                                       25
<PAGE>

                  If any such exchange or transfer from a Definitive Note to a
beneficial interest in a Global Note is effected pursuant to subparagraphs
(ii)(A), (ii)(B) or (iii) above at a time when an Unrestricted Global Note has
not yet been issued, the Company shall issue and, upon receipt of an
Authentication Order in accordance with Section 2.02 hereof, the Trustee shall
authenticate one or more Unrestricted Global Notes in an aggregate principal
amount equal to the aggregate principal amount of Definitive Notes so
transferred.

                  (e)      TRANSFER AND EXCHANGE OF DEFINITIVE NOTES FOR
DEFINITIVE NOTES.

                  Upon request by a Holder of Definitive Notes and such Holder's
compliance with the provisions of this Section 2.06(e), the Registrar shall
register the transfer or exchange of Definitive Notes. Prior to such
registration of transfer or exchange, the requesting Holder shall present or
surrender to the Registrar the Definitive Notes duly endorsed or accompanied by
a written instruction of transfer in form reasonably satisfactory to the
Registrar duly executed by such Holder or by his attorney, duly authorized in
writing. In addition, the requesting Holder shall provide any additional
certifications, documents and information, as applicable, required pursuant to
the following provisions of this Section 2.06(e).

                       (i) RESTRICTED DEFINITIVE NOTES TO RESTRICTED
DEFINITIVE NOTES. Any Restricted Definitive Note may be transferred to and
registered in the name of Persons who take delivery thereof in the form of a
Restricted Definitive Note if the Registrar receives the following:

                            (A) if the transfer will be made pursuant to Rule
              144A, then the transferor must deliver a certificate in the form
              of EXHIBIT B hereto, including the certifications in item (1)
              thereof;

                            (B) if the transfer will be made pursuant to Rule
              903 or Rule 904, then the transferor must deliver a certificate
              in the form of EXHIBIT B hereto, including the certifications in
              item (2) thereof; and

                            (C) if the transfer will be made pursuant to any
              other exception from the registration requirements of the
              Securities Act, then the transferor must deliver a certificate in
              the form of EXHIBIT B hereto, including the certifications,
              certificates and Opinion of Counsel required by item (3) thereof,
              if applicable.

                       (ii) RESTRICTED DEFINITIVE NOTES TO UNRESTRICTED
DEFINITIVE NOTES. Any Restricted Definitive Note may be exchanged by the Holder
thereof for an Unrestricted Definitive Note or transferred to a Person or
Persons who take delivery thereof in the form of an Unrestricted Definitive Note
if:

                            (A) any such transfer is effected pursuant to a
              Registration Statement in accordance with the Registration Rights
              Agreement; or


                                       26
<PAGE>
                            (B) the Registrar receives the following:

                                 (1) if the Holder of such Restricted Definitive
                   Notes proposes to exchange such Notes for an Unrestricted
                   Definitive Note, a certificate from such Holder in the form
                   of EXHIBIT C hereto, including the certifications in item
                   (1)(d) thereof; or

                                 (2) if the Holder of such Restricted Definitive
                   Notes proposes to transfer such Notes to a Person who shall
                   take delivery thereof in the form of an Unrestricted
                   Definitive Note, a certificate from such Holder in the form
                   of EXHIBIT B hereto, including the certifications in item
                   (4) thereof;

                   and, in each such case set forth in this subparagraph (B),
                   if the Company or Registrar so requests, an Opinion of
                   Counsel in form reasonably acceptable to the Company or
                   Registrar, as applicable, to the effect that such exchange
                   or transfer is in compliance with the Securities Act and
                   that the restrictions on transfer contained herein and in
                   the Private Placement Legend are no longer required in order
                   to maintain compliance with the Securities Act.

                       (iii) UNRESTRICTED DEFINITIVE NOTES TO UNRESTRICTED
DEFINITIVE NOTES. A Holder of Unrestricted Definitive Notes may transfer such
Notes to a Person who takes delivery thereof in the form of an Unrestricted
Definitive Note. Upon receipt of a request to register such a transfer, the
Registrar shall register the Unrestricted Definitive Notes pursuant to the
instructions from the Holder thereof.

                  (f)      [INTENTIONALLY OMITTED]

                  (g)      LEGENDS. The following legends shall appear on the
face of all Global Notes and Definitive Notes issued under this Indenture unless
specifically stated otherwise in the applicable provisions of this Indenture.

                       (i) Private Placement Legend.

                            (A) Except as permitted by subparagraph (B) below,
              each Global Note and each Definitive Note (and all Notes issued
              in exchange therefor or substitution thereof) shall bear the
              legend in substantially the following form:

              "THE NOTES EVIDENCED HEREBY HAVE NOT BEEN REGISTERED UNDER THE
              SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR
              OTHER SECURITIES LAWS. NEITHER THIS NOTE NOR ANY INTEREST OR
              PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED,
              TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE
              ABSENCE OF SUCH REGISTRATION UNLESS THE TRANSACTION IS EXEMPT
              FROM,



                                       27
<PAGE>

              OR NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE
              SECURITIES ACT AND HEDGING TRANSACTIONS INVOLVING THESE NOTES MAY
              NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE SECURITIES ACT.
              THE HOLDER OF THIS SECURITY BY ITS ACCEPTANCE HEREOF (1)
              REPRESENTS THAT (A) IT IS A "QUALIFIED INSTITUTIONAL BUYER" (AS
              DEFINED IN RULE 144A UNDER THE SECURITIES ACT), (B) IT IS NOT A
              U.S. PERSON AND IS ACQUIRING ITS NOTE IN AN "OFFSHORE
              TRANSACTION" PURSUANT TO RULE 903 OR 904 OF REGULATION S UNDER
              THE SECURITIES ACT OR (C) IT IS AN INSTITUTIONAL "ACCREDITED
              INVESTOR" WITHIN THE MEANING OF SUBPARAGRAPH (a)(l), (2), (3) OR
              (7) OF RULE 501 UNDER THE SECURITIES ACT THAT IS PURCHASING 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, (2) AGREES THAT IT WILL NOT
              PRIOR TO (X) THE DATE WHICH IS TWO YEARS (OR SUCH SHORTER PERIOD
              OF TIME AS PERMITTED BY RULE 144(K) UNDER THE SECURITIES ACT OR
              ANY SUCCESSOR PROVISION THEREUNDER) AFTER THE LATER OF THE
              ORIGINAL ISSUE DATE HEREOF (OR OF ANY PREDECESSOR OF THIS NOTE)
              OR THE LAST DAY ON WHICH THE COMPANY OR ANY AFFILIATE OF THE
              COMPANY WAS THE OWNER OF ANY NOTE (OR ANY PREDECESSOR OF THIS
              NOTE) AND (Y) SUCH LATER DATE, IF ANY, AS MAY BE REQUIRED BY
              APPLICABLE LAW (THE "RESALE RESTRICTION TERMINATION DATE"),
              OFFER, SELL OR OTHERWISE TRANSFER THIS NOTE EXCEPT (A) TO THE
              COMPANY, (B) PURSUANT TO A REGISTRATION STATEMENT WHICH HAS BEEN
              DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (C) FOR SO LONG AS
              THE NOTES 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 WHOM NOTICE IS GIVEN THAT THE TRANSFER IS
              BEING MADE IN RELIANCE ON RULE 144A INSIDE THE UNITED STATES, (D)
              PURSUANT TO OFFERS AND SALES TO NON-U.S. PERSONS THAT OCCUR
              OUTSIDE THE UNITED STATES WITHIN THE MEANING OF REGULATION S
              UNDER THE SECURITIES ACT, (E) TO AN INSTITUTIONAL "ACCREDITED
              INVESTOR" WITHIN THE MEANING OF SUBPARAGRAPH (a)(l), (2), (3) OR
              (7) OF RULE 501 UNDER THE SECURITIES ACT THAT IS PURCHASING 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 OR (F) PURSUANT TO ANY


                                       28
<PAGE>

              OTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF
              THE SECURITIES ACT AND (3) AGREES THAT IT WILL GIVE TO EACH
              PERSON TO WHOM THIS NOTE IS TRANSFERRED A NOTICE SUBSTANTIALLY TO
              THE EFFECT OF THIS LEGEND; PROVIDED THAT THE COMPANY SHALL HAVE
              THE RIGHT PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER (I) PURSUANT
              TO CLAUSE (D) OR (F) TO REQUIRE THE DELIVERY OF AN OPINION OF
              COUNSEL, CERTIFICATION AND/OR OTHER INFORMATION SATISFACTORY TO
              IT, AND (II) IN EACH OF THE FOREGOING CASES, TO REQUIRE THAT A
              CERTIFICATION OF TRANSFER IN THE FORM APPEARING IN THE INDENTURE
              GOVERNING THIS NOTE IS COMPLETE 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. AS USED
              HEREIN, THE TERMS "OFFSHORE TRANSACTION," "UNITED STATES" AND
              "U.S. PERSON" HAVE THE MEANINGS GIVEN TO THEM BY REGULATION S
              UNDER THE SECURITIES ACT."

                            (B) Notwithstanding the foregoing, any Global Note
              or Definitive Note issued pursuant to subparagraphs (b)(iv),
              (c)(ii), (c)(iii), (d)(ii), (d)(iii), (e)(ii) or (e)(iii) to this
              Section 2.06 (and all Notes issued in exchange thereof or
              substitution thereof) shall not bear the Private Placement
              Legend.

                       (ii) GLOBAL NOTE LEGEND. Each Global Note shall bear a
legend in substantially the following form:

              "THIS GLOBAL NOTE IS HELD BY THE DEPOSITARY (AS DEFINED IN THE
              INDENTURE GOVERNING THIS NOTE) OR ITS NOMINEE IN CUSTODY FOR THE
              BENEFIT OF THE BENEFICIAL OWNERS HEREOF, AND IS NOT TRANSFERABLE
              TO ANY PERSON UNDER ANY CIRCUMSTANCES EXCEPT THAT (I) THE TRUSTEE
              MAY MAKE SUCH NOTATIONS HEREON AS MAY BE REQUIRED PURSUANT TO
              SECTION 2.06 OF THE INDENTURE, (II) THIS GLOBAL NOTE MAY BE
              EXCHANGED IN WHOLE BUT NOT IN PART PURSUANT TO SECTION 2.06(a) OF
              THE INDENTURE, (III) THIS GLOBAL NOTE MAY BE DELIVERED TO THE
              TRUSTEE FOR CANCELLATION PURSUANT TO SECTION 2.11 OF THE
              INDENTURE AND (IV) THIS GLOBAL NOTE MAY BE TRANSFERRED TO A
              SUCCESSOR DEPOSITARY WITH THE PRIOR WRITTEN CONSENT OF THE
              COMPANY."

                  (h)      CANCELLATION AND/OR ADJUSTMENT OF GLOBAL NOTES.

                  At such time as all beneficial interests in a particular
Global Note have been exchanged for Definitive Notes or a particular Global Note
has been redeemed, repurchased or canceled in whole and not in part, each such
Global Note shall be returned to or retained and canceled by the Trustee in
accordance with Section 2.11 hereof. At any


                                       29
<PAGE>

time prior to such cancellation, if any beneficial interest in a Global Note is
exchanged for or transferred to a Person who will take delivery thereof in the
form of a beneficial interest in another Global Note or for Definitive Notes,
the principal amount of Notes represented by such Global Note shall be reduced
accordingly and an endorsement shall be made on such Global Note by the Trustee
or by the Depositary at the direction of the Trustee to reflect such reduction;
and if the beneficial interest is being exchanged for or transferred to a Person
who will take delivery thereof in the form of a beneficial interest in another
Global Note, such other Global Note shall be increased accordingly and an
endorsement shall be made on such Global Note by the Trustee or by the
Depositary at the direction of the Trustee to reflect such increase.

                  (i)      GENERAL PROVISIONS RELATING TO TRANSFERS AND
EXCHANGES.

                       (i) To permit registrations of transfers and exchanges,
the Company shall, subject to the other provisions of this Section 2.06, execute
and the Trustee shall authenticate Global Notes and Definitive Notes upon the
Company's order or at the Registrar's request in accordance with the provisions
of Section 2.02 hereof.

                       (ii) No service charge shall be made to a holder of a
beneficial interest in a Global Note or to a Holder of a Definitive Note for any
registration of transfer or exchange, but the Company may require payment of a
sum sufficient to cover any transfer tax or similar governmental charge payable
in connection therewith (other than any such transfer taxes or similar
governmental charge payable upon exchange or transfer pursuant to Sections 2.10,
3.06, 5.07 and 10.05 hereof).

                       (iii) The Registrar shall not be required to register the
transfer of or exchange any Note selected for redemption in whole or in part,
except the unredeemed portion of any Note being redeemed in part.

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

                       (v) The Company shall not be required (A) to issue, to
register the transfer of or to exchange any Notes during a period beginning at
the opening of business 15 Business Days before the day of the mailing of a
notice of redemption or repurchase under Section 3.02 or 5.07 hereof, as
applicable, and ending at the close of business on such day, (B) to register the
transfer of or to exchange any Note so selected for redemption or repurchase in
whole or in part, except the unredeemed portion of any Note being redeemed or
repurchased in part or (C) to register the transfer of or to exchange a Note
between a Record Date and the next succeeding Interest Payment Date.

                       (vi) Prior to due presentment for the registration of a
transfer of any Note, the Trustee, any Agent and the Company may deem and treat
the Person in


                                       30
<PAGE>

whose name any Note is registered as the absolute owner of such Note for the
purpose of receiving payment of principal of and interest on such Notes and for
all other purposes, and none of the Trustee, any Agent or the Company shall be
affected by notice to the contrary.

                       (vii) The Trustee shall authenticate Global Notes and
Definitive Notes in accordance with the provisions of Section 2.02 hereof.

                       (viii) All certifications, certificates and Opinions of
Counsel required to be submitted to the Registrar pursuant to this Section 2.06
to effect a registration of transfer or exchange may be submitted by facsimile.

                  Section 2.07.     REPLACEMENT NOTES.

                  If any mutilated Note is surrendered to the Trustee or the
Company and the Trustee receives evidence to its satisfaction of the
destruction, loss or theft of any Note, the Company shall issue and the Trustee,
upon receipt of an Authentication Order, shall authenticate a replacement Note
if the Trustee's requirements are met. If required by the Trustee or the
Company, an indemnity bond must be supplied by the Holder that is sufficient in
the reasonable judgment of the Trustee and the Company to protect the Company,
the Trustee, any Agent and any authenticating agent from any loss that any of
them may suffer if a Note is replaced. The Company may require the payment of a
sum sufficient to cover any tax or other governmental charge that may be imposed
in relation thereto, and may charge for its expenses (including the fees and
expenses of the Trustee and reasonable attorneys' fees and expenses) in
replacing a Note.

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

                  If any mutilated, lost, stolen or destroyed Note has become or
is about to become due and payable, the Company, in its sole discretion, may,
instead of issuing a new Note, pay such Note.

                  Section 2.08.     OUTSTANDING NOTES.

                  The Notes outstanding at any time are all the Notes
authenticated by the Trustee except for those canceled by it, those delivered to
it for cancellation, those reductions in the interest in a Global Note effected
by the Trustee in accordance with the provisions hereof, and those described in
this Section 2.08 as not outstanding. Except as set forth in Section 2.09
hereof, a Note does not cease to be outstanding because the Company or an
Affiliate of the Company holds the Note.

                  If a Note is replaced pursuant to Section 2.07 hereof, it
ceases to be outstanding unless the Trustee receives proof satisfactory to it
that the replaced Note is held by a bona fide purchaser or protected purchaser.


                                       31
<PAGE>

                  If the principal amount of any Note is considered paid under
Section 5.01 hereof, it ceases to be outstanding and interest on it ceases to
accrue.

                  If the Paying Agent (other than the Company, a Subsidiary or
an Affiliate of any thereto) holds, on a redemption date or maturity date, money
sufficient to pay Notes payable on that date, then on and after that date such
Notes shall be deemed to be no longer outstanding and shall cease to accrue
interest.

                  Section 2.09.     TREASURY NOTES.

                  In determining whether the Holders of the required aggregate
principal amount of Notes have concurred in any direction, waiver or consent,
Notes owned by the Company, or by any Subsidiary or Affiliate of the Company,
shall be considered as though not outstanding, except that for the purposes of
determining whether the Trustee shall be protected in relying on any such
direction, waiver or consent, only Notes that the Trustee knows are so owned
shall be so disregarded.

                  Section 2.10.     TEMPORARY NOTES.

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

                  Section 2.11.     CANCELLATION.

                  The Company at any time may deliver Notes to the Trustee for
cancellation. The Registrar and Paying Agent shall forward to the Trustee any
Notes surrendered to them for registration of transfer, exchange or payment. The
Trustee and no one else shall cancel all Notes surrendered for registration of
transfer, exchange, payment, replacement or cancellation and shall destroy
canceled Notes (subject to the record retention requirements of the Exchange
Act). Certification of the destruction of all canceled Notes shall be delivered
to the Company. The Company may not issue new Notes to replace Notes that it has
paid or that have been delivered to the Trustee for cancellation.

                  Section 2.12.     DEFAULTED INTEREST.

                  If the Company defaults in a payment of interest on the Notes,
it shall pay the defaulted interest in any lawful manner plus, to the extent
lawful, interest payable on the defaulted interest, to the Persons who are
Holders on a subsequent Special Record Date, in each case at the rate provided
in the Notes and in Section 5.01 hereof. The


                                       32
<PAGE>

Company shall notify the Trustee in writing of the amount of defaulted interest
proposed to be paid on each Note and the date of the proposed payment. The
Company shall fix or cause to be fixed each such Special Record Date and payment
date; PROVIDED that no such Special Record Date shall be less than 10 days prior
to the related payment date for such defaulted interest. At least 15 days before
the Special Record Date, the Company (or, upon the written request of the
Company, the Trustee in the name and at the expense of the Company) shall mail
or cause to be mailed to Holders a notice that states the Special Record Date,
the related payment date and the amount of such interest to be paid. The
defaulted interest shall be considered paid upon deposit with the Trustee or the
Paying Agent of an amount of money equal to the aggregate amount proposed to be
paid in respect of such defaulted interest, and interest on such defaulted
interest shall thereafter cease to accrue from that date. The Company may make
payment of any defaulted interest in any other lawful manner not inconsistent
with the requirements of any securities exchange or other trading market on
which the securities of the Company are listed or traded, and upon such notice
as may be required by such exchange or trading market, if, after written notice
given by the Company to the Trustee of the proposed payment, such manner of
payment shall be deemed practicable by the Trustee.

                  Section 2.13.     CUSIP NUMBERS.

                  The Company in issuing the Notes shall use "CUSIP" numbers (if
then generally in use), and, if so, the Trustee shall use CUSIP numbers in
notices of redemption as a convenience to Holders; PROVIDED that any such notice
may state that no representation is made as to the correctness of such numbers
either as printed on the Notes or as contained in any notice of a redemption and
that reliance may be placed only on the other identification numbers printed on
the Notes, and any such redemption shall not be affected by any defect in or the
omission of such numbers. The Company will promptly notify the Trustee of any
change in the CUSIP numbers.

                                   ARTICLE 3.

                            REDEMPTION AND PREPAYMENT

                  Section 3.01.     NOTICES TO TRUSTEE.

                  If the Company elects to redeem Notes pursuant to the optional
redemption provisions of Section 3.07 hereof, it shall furnish to the Trustee,
at least 45 days but not more than 60 days before a redemption date, an
Officers' Certificate setting forth (i) the clause of this Indenture pursuant to
which the redemption shall occur, (ii) the redemption date, (iii) the principal
amount of Notes to be redeemed, (iv) the redemption price, and (v) the CUSIP
numbers of the Notes to be redeemed.

                  Section 3.02.     SELECTION OF NOTES TO BE REDEEMED.

                  If less than all of the Notes are to be redeemed at any time,
the Trustee shall select the Notes to be redeemed or purchased among the Holders
of the Notes in


                                       33
<PAGE>

compliance with the requirements of the principal national securities exchange,
if any, on which the Notes are listed or, if the Notes are not so listed, on a
pro rata basis or by lot. In the event of a partial redemption by lot, the
particular Note to be redeemed shall be selected, unless otherwise provided
herein, not less than 30 nor more than 60 days prior to the redemption date by
the Trustee from the outstanding Notes not previously called for redemption.

                  The Trustee shall promptly notify the Company in writing of
the Notes selected for redemption and, in the case of any Note selected for
partial redemption, the principal amount thereof to be redeemed. Notes and
portions of Notes selected shall be in amounts of $1,000 or whole multiples of
$1,000; PROVIDED, HOWEVER, that if all of the Notes of a Holder are to be
redeemed, the entire outstanding amount of Notes held by such Holder, even if
not a multiple of $1,000, shall be redeemed. Except as provided in the preceding
sentence, provisions of this Indenture that apply to Notes called for redemption
also apply to portions of Notes called for redemption.

                  Section 3.03.     NOTICE OF REDEMPTION.

                  At least 45 days but not more than 60 days before a redemption
date, the Company shall mail or cause to be mailed, by first class mail, a
notice of redemption to each Holder whose Notes are to be redeemed at such
Holder's registered address.

                  The notice shall identify the Notes to be redeemed and shall
state:

                  (a) the redemption date;

                  (b) the redemption price;

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

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

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

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

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

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



                                       34
<PAGE>

                  At the Company's request, the Trustee shall give the notice of
redemption in the Company's name and at its expense; PROVIDED, HOWEVER, that the
Company shall have delivered to the Trustee, at least 50 days prior to the
redemption date, an Officers' Certificate requesting that the Trustee give such
notice and setting forth the information to be stated in such notice as provided
in the preceding paragraph.

                  Section 3.04.     EFFECT OF NOTICE OF REDEMPTION.

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

                  Section 3.05.     DEPOSIT OF REDEMPTION PRICE.

                  Prior to 11:00 a.m., New York City time on the redemption
date, the Company shall deposit with the Trustee or with the Paying Agent money
sufficient to pay the redemption price of and accrued interest on all Notes to
be redeemed on that date. The Trustee or the Paying Agent shall promptly return
to the Company any money deposited with the Trustee or the Paying Agent by the
Company in excess of the amounts necessary to pay the redemption price of, and
accrued interest on, all Notes to be redeemed.

                  If the Company complies with the provisions of the preceding
paragraph, on and after the redemption date, interest shall cease to accrue on
the Notes or the portions of Notes called for redemption. If a Note is redeemed
on or after a Record Date but on or prior to the related Interest Payment Date,
then any accrued and unpaid interest shall be paid to the Person in whose name
such Note was registered at the close of business on such Record Date. If any
Note called for redemption shall not be so paid upon surrender for redemption
because of the failure of the Company to comply with the preceding paragraph,
interest shall be paid on the unpaid principal, from the redemption date until
such principal is paid, and to the extent lawful on any interest not paid on
such unpaid principal, in each case at the rate provided in the Notes and in
Section 5.01 hereof.

                  Section 3.06.     NOTES REDEEMED IN PART.

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

                  Section 3.07.     OPTIONAL REDEMPTION.

                  (a) The Notes shall not be redeemable at the Company's option
prior to March 17, 2005. Thereafter, the Notes shall be subject to redemption at
any time at the option of the Company, in whole or in part, upon not less than
45 nor more than 60 days' notice, at the redemption prices (expressed as
percentages of principal amount) set forth


                                       35
<PAGE>

below, plus accrued and unpaid interest thereon to the applicable redemption
date (subject to the right of Holders of record on the relevant Record Date to
receive interest due on the relevant Interest Payment Date), if redeemed during
the twelve-month period beginning on March 15th (March 17th for the year 2005)
of the years indicated below:

                                                               PERCENTAGE OF
YEAR                                                          PRINCIPAL AMOUNT
----                                                          ----------------
2005.......................................                      102.733%
2006.......................................                      102.050%
2007.......................................                      101.367%
2008.......................................                      100.683%
2009 and thereafter........................                      100.000%

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

                  Section 3.08.     MANDATORY REDEMPTION.

                  The Company shall not be required to make mandatory redemption
or sinking fund payments with respect to the Notes.

                                   ARTICLE 4.

                                   CONVERSION

                  Section 4.01.     CONVERSION PRIVILEGE.

                  Subject to the further provisions of this Section 4.01, a
Holder of a Note may convert such Note at the applicable Conversion Price then
in effect into Class A Common Stock (i) at any time after the Regulatory Relief
Date, if at such time such Holder is a Regulated Person, or (ii) at any time, if
such Holder is not a Regulated Person; PROVIDED, HOWEVER, that the Initial
Purchaser or any of its Affiliates or any Holder that acquires Notes pursuant to
any Transfer other than pursuant to a Public Resale may not convert such Note
if, after giving effect to such conversion, such Holder would be deemed to be an
"affiliate" as that term is defined in, and for the purposes of, either of the
Franchise Agreements; PROVIDED, FURTHER, that, if such Note is called for
redemption pursuant to Article 3, such conversion right shall terminate at the
close of business on the Business Day immediately preceding the redemption date
for such Note (unless the Company shall default in making the redemption payment
when due, in which case the conversion right shall terminate at the close of
business on the date such default is cured and such Note is redeemed); PROVIDED,
FURTHER, that, if the Holder of a Note tenders such Note pursuant to a Change of
Control Offer, such Note may only be converted if such Holder properly withdraws
its election to participate in the Change of Control Offer prior to consummation
of the Change of Control Offer. The number of shares of Class A Common Stock
issuable upon conversion of a Note shall be determined by dividing the principal
amount of the Note or portion thereof surrendered for conversion by the


                                       36
<PAGE>

Conversion Price in effect on the Conversion Date. The conversion price for the
Series A Convertible Notes shall initially be $3.00 (the "SERIES A CONVERSION
PRICE") and for the Series B Convertible Notes shall initially be $17.00 (the
"SERIES B CONVERSION PRICE," and together with the Series A Conversion Price,
the "CONVERSION PRICES") and each such Conversion Price is subject to adjustment
or voluntary reduction as provided in this Article 4.

                  A Holder may convert a portion of a Note equal to $1,000 or
any integral multiple thereof. Provisions of this Indenture that apply to
conversion of all of a Note also apply to conversion of a portion of a Note.

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

                  Section 4.02.     CONVERSION PROCEDURE.

                  To convert a Note, a Holder must (a) complete and manually
sign the conversion notice on the back of the Note and deliver such notice to
the Conversion Agent; (b) surrender the Note to the Conversion Agent, (c)
furnish appropriate endorsements and transfer documents if required by the
Registrar or the Conversion Agent, and (d) pay any transfer or similar tax, if
required pursuant to Section 4.04 hereof. The date on which the Holder satisfies
all of those requirements is the "CONVERSION DATE." As soon as practicable after
the Conversion Date, the Company shall deliver to the Holder through the
Conversion Agent a certificate for the number of whole shares of Class A Common
Stock issuable upon the conversion, payment for accrued interest on such Note to
the extent required by this Section 4.02 and cash in lieu of any fractional
shares pursuant to Section 4.03. The Company may, at any time and as a condition
to delivering such shares of Class A Common Stock, require any Holder to deliver
a representation and warranty made to the Company and an officer's certificate
certifying as to whether or not such Holder is a Regulated Person as of the
Conversion Date and certifying the number of issued and outstanding shares of
Common Stock "Beneficially Owned" (as defined in Rule 13d-3 under the Exchange
Act) by such Holder as of the Conversion Date. The Company may also rely upon
the stock ledger and corporate records of the Company. The Trustee shall have no
obligation to make any such determination.

                  The Person in whose name the certificate is registered shall
be deemed to be a shareholder of record on 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


                                       37
<PAGE>

succeeding day on which such stock transfer books are open; PROVIDED, FURTHER,
that such conversion shall be at the Series A Conversion Price or the Series B
Conversion Price, as applicable, in effect on the Conversion Date 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.

                  If any Holder surrenders a Note for conversion after the close
of business on the Record Date for the payment of an installment of interest and
before the close of business on the related Interest Payment Date, the Company
shall pay accrued interest through the Conversion Date to the Holder of such
Note on such Record Date.

                  If a Holder converts more than one Note at the same time, the
number of shares of Class A Common Stock issuable upon the conversion shall be
based on the aggregate principal amount of Notes converted.

                  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 equal in principal amount to the unconverted portion of the
Note surrendered.

                  Section 4.03.     FRACTIONAL SHARES.

                  The Company will not issue fractional shares of Class A Common
Stock upon conversion of Notes. In lieu thereof, the Company will pay an amount
in cash based upon the Closing Price of the Class A Common Stock on the Trading
Day immediately prior to the Conversion Date.

                  Section 4.04.     TAXES ON CONVERSION.

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

                  Section 4.05.     COMPANY TO PROVIDE STOCK.

                  The Company shall, prior to issuance of any Notes hereunder,
and from time to time as it 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 all outstanding Notes into shares of Class A
Common Stock.


                                       38
<PAGE>

                  All shares of Class A Common Stock delivered upon conversion
of the Notes shall be newly issued shares or 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.

                  The Company will 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, and will list or cause to have
quoted such shares of Class A Common Stock on each national securities exchange
or in the over-the-counter market or such other market on which the Class A
Common Stock is then listed or quoted.

                  Section 4.06.     ADJUSTMENT OF CONVERSION PRICES.

                  Each of the Conversion Prices shall be adjusted from time to
time by the Company as follows:

                  (a) In case the Company shall (i) pay a dividend in shares
of Class A Common Stock to the holders of the Class A Common Stock, (ii) make
a distribution in shares of Class A Common Stock to the holders of the Class
A Common Stock, (iii) subdivide or split its outstanding Class A Common Stock
into a larger number of shares, or (iv) combine its outstanding Class A
Common Stock into a smaller number of shares, each of the Conversion Prices
in effect immediately prior thereto shall be adjusted so that the Holder of
any Note thereafter surrendered for conversion shall be entitled to receive
that number of shares of Class A Common Stock which it would have owned or
been entitled to receive had such Note been converted immediately prior to
the happening of such event. An adjustment made pursuant to this subsection
(a) shall become effective as of the close of business on the record date in
the case of a dividend in shares or distribution and shall become effective
as of the close of business on the effective date in the case of a
subdivision, split or combination.

                  (b) In case the Company shall issue rights or warrants to all
or substantially all holders of its Class A Common Stock entitling them (for a
period commencing no earlier than the record date described below and expiring
not more than 60 days after such record date) to subscribe for or purchase
shares of Class A Common Stock (or securities convertible into Class A Common
Stock) at a price per share less than the Current Market Price per share of
Class A Common Stock (as determined in accordance with subsection (g) of this
Section 4.06) at the record date for the determination of shareholders entitled
to receive such rights or warrants, each of the Conversion Prices in effect as
of the close of business on the record date thereto shall be adjusted so that
the same shall equal the price determined by multiplying each Conversion Price
in effect on the record date by a fraction of which the numerator shall be the
number of shares of Class A Common Stock outstanding on such record date, plus
the number of shares which the aggregate offering price of the total number of
shares of Class A Common Stock so offered (or the aggregate conversion price of
the convertible notes so offered) would purchase at such Current Market Price,
and of which the


                                       39
<PAGE>

denominator shall be the number of shares of Class A Common Stock outstanding on
such record date plus the number of additional shares of Class A Common Stock
offered (or into which the convertible notes so offered are convertible). Such
adjustment shall be made successively whenever any such rights, warrants or
convertible notes are issued, and shall become effective as of the close of
business on such record date. If at the end of the period during which such
rights or warrants are exercisable not all rights or warrants shall have been
exercised, the adjusted Conversion Prices shall be immediately readjusted to
what they would have been based upon the number of additional shares of Class A
Common Stock actually issued (or the number of shares of Class A Common Stock
issuable upon conversion of convertible notes actually issued).

                  (c) In case the Company shall, by dividend or otherwise,
distribute to all holders of its Common Stock, cash (excluding (x) any regular
cash dividend on the Common Stock to the extent that the aggregate cash dividend
per share of Common Stock in any four fiscal quarters does not exceed the
greater of (A) the amount per share of Common Stock of the cash dividend on the
Common Stock for the preceding four fiscal quarters to the extent that such
dividend for the preceding four fiscal quarters did not require any adjustment
of each of the Conversion Prices pursuant to this Section 4.06(c) (as adjusted
to reflect subdivisions or combinations of the Common Stock), and (B) 3.75% of
the arithmetic average of the Closing Prices of the Class A Common Stock (as set
forth in Section 4.06(g)) during the ten Trading Days immediately prior to the
date of declaration of such dividend, (y) any dividend or distribution in
connection with the liquidation, dissolution or winding up of the Company,
whether voluntary or involuntary, and (z) any cash that is distributed as part
of a distribution requiring an adjustment of the Conversion Prices pursuant to
Section 4.06(e)), then, in such case, each of the Conversion Prices shall be
decreased so that the same shall equal the price determined by multiplying each
Conversion Price in effect immediately prior to the close of business on the
record date of such action by a fraction of which the numerator shall be the
Current Market Price of the Class A Common Stock on such record date less the
amount of cash so distributed (and not excluded as provided above) applicable to
one share of Common Stock and the denominator shall be the Current Market Price
of the Class A Common Stock on such record date, such decrease shall be
effective immediately prior to the opening of business on the day following the
record date of such action; PROVIDED, HOWEVER, that in the event the portion of
cash so distributed applicable to one share of Common Stock is equal to or
greater than the Current Market Price of the Class A Common Stock on such record
date, in lieu of the foregoing adjustment, adequate provision shall be made so
that each Holder shall have the right to receive upon conversion the amount of
cash such Holder would have received had such Holder converted each Note on the
record date. In the event that such dividend or distribution is not so paid or
made, the Conversion Prices shall again be adjusted to be the Conversion Prices
which would then be in effect if such dividend or distribution had not been
declared. If any adjustment is required to be made as set forth in this Section
4.06(c) as a result of a distribution that is a regular dividend, such
adjustment shall be based upon the amount by which such distribution exceeds the
amount of the regular cash dividend permitted to be excluded pursuant hereto. If
an adjustment is required to be made as set


                                       40
<PAGE>

forth in this Section 4.06(c) above as a result of a distribution that is not a
regular dividend, such adjustment shall be based upon the full amount of the
distribution.

                  (d) In case a tender or exchange offer made by the Company or
any Subsidiary of the Company for all or any portion of the Common Stock shall
expire and such tender or exchange offer (as amended upon the expiration
thereof) shall require the payment to stockholders of consideration per share of
Common Stock having a fair market value (as determined by the Board of
Directors, whose determination shall be conclusive and described in a Board
Resolution) that, as of the last time (the "EXPIRATION TIME") tenders or
exchanges may be made pursuant to such tender or exchange offer (as it may be
amended), exceeds the Current Market Price of the Class A Common Stock on the
Trading Day next succeeding the Expiration Time, each of the Conversion Prices
shall be decreased so that the same shall equal the price determined by
multiplying each Conversion Price in effect immediately prior to the Expiration
Time by a fraction of which the numerator shall be the product of the number of
Class A Common Stock outstanding (including any tendered or exchanged shares) on
the Expiration Time multiplied by the Current Market Price of the Class A Common
Stock on the Trading Day next succeeding the Expiration Time, less the fair
market value (determined as aforesaid) of the aggregate consideration payable to
stockholders based on the acceptance (up to any maximum specified in the terms
of the tender or exchange offer) of all shares validly tendered or exchanged and
not withdrawn as of the Expiration Time (the shares deemed so accepted, up to
any such maximum, being referred to as the "PURCHASED SHARES") and the
denominator shall be the product of the number of Class A Common Stock
outstanding (less any Purchased Shares) on the Expiration Time and the Current
Market Price of the Class A Common Stock on the Trading Day next succeeding the
Expiration Time, such reduction to become effective immediately prior to the
opening of business on the day following the Expiration Time. In the event that
the Company is obligated to purchase shares pursuant to any such tender or
exchange offer, but the Company is permanently prevented by applicable law from
effecting any such purchases or all such purchases are rescinded, the Conversion
Prices shall again be adjusted to be the Conversion Prices which would then be
in effect if such tender or exchange offer has not been made.

                  (e) In case the Company shall distribute to all or
substantially all holders of its Class A Common Stock any shares of capital
stock of the Company (other than Class A Common Stock), evidences of
indebtedness or other non-cash assets (including securities of any Person), or
shall distribute to all holders of its Class A Common Stock rights or warrants
to subscribe for or purchase any of its securities (excluding those referred to
in subsection (b) of this Section 4.06), then in each such case each of the
Conversion Prices shall be adjusted so that the same shall equal the price
determined by multiplying each Conversion Price in effect as of the close of
business on the record date for such distribution by a fraction of which the
numerator shall be the Current Market Price of the Class A Common Stock on the
record date mentioned below less the fair market value on such record date (as
reasonably determined by the Board of Directors, whose determination shall be
conclusive evidence of such fair market value and set forth


                                       41
<PAGE>

in a Board Resolution delivered to the Trustee in an Officers' Certificate) of
the portion of the capital stock, evidences of indebtedness or other assets so
distributed or of such rights or warrants applicable to one share of Class A
Common Stock (determined on the basis of the number of shares of Class A Common
Stock outstanding on the record date), and of which the denominator shall be the
Current Market Price per share (as determined in accordance with subsection (g)
of this Section 4.06) of the Class A Common Stock on such record date. Such
adjustment shall become effective as of the close of business on the record date
for the determination of shareholders entitled to receive such distribution.
Notwithstanding the foregoing, in the event that the Company shall distribute
rights or warrants (other than those referred to in subsection (b) of this
Section 4.06) ("RIGHTS") pro rata to holders of Class A Common Stock, the
Company may, in lieu of making any adjustment pursuant to this Section 4.06,
make proper provision so that each holder of a Note who converts such Note (or
any portion thereof) after the record date for such distribution and prior to
the expiration or redemption of the Rights shall be entitled to receive upon
such conversion, in addition to the shares of Class A Common Stock issuable upon
such conversion (the "CONVERSION SHARES"), a number of Rights to be determined
as follows: (i) if such conversion occurs on or prior to the date for the
distribution to the holders of Rights of separate certificates evidencing such
Rights (the "DISTRIBUTION DATE"), the same number of Rights to which a holder of
a number of shares of Class A Common Stock equal to the number of Conversion
Shares is entitled at the time of such conversion in accordance with the terms
and provisions of and applicable to the Rights; and (ii) if such conversion
occurs after the Distribution Date, the same number of Rights to which a holder
of the number of shares of Class A Common Stock into which the principal amount
of the Note so converted was convertible as of the close of business on the
Distribution Date would have been entitled on the Distribution Date in
accordance with the terms and provisions of and applicable to the Rights.

                  (f) In case of a tender or exchange offer made by a Person
other than the Company or any Subsidiary of the Company for an amount which
increases the offeror's ownership of Class A Common Stock to more than 35% of
the Class A Common Stock outstanding and shall involve the payment by such
Person of consideration per share of Class A Common Stock having a fair market
value (as determined by the Board of Directors, whose determination shall be
conclusive, and described in a Board Resolution) at the last time (the "TENDER
EXPIRATION TIME") tenders or exchanges may be made pursuant to such tender or
exchange offer (as it shall have been amended) that exceeds the Current Market
Price per share of the Class A Common Stock on the Trading Day next succeeding
the Tender Expiration Time, and in which, as of the Tender Expiration Time, the
Board of Directors is not recommending rejection of the offer, each of the
Conversion Prices shall be decreased so that the same shall equal the price
determined by multiplying each Conversion Price in effect immediately prior to
the Tender Expiration Time by a fraction of which the numerator shall be the
number of shares of Class A Common Stock outstanding (including any tendered or
exchanged shares) at the Tender Expiration Time multiplied by the Current Market
Price of the Class A Common Stock on the Trading Day next succeeding the Tender
Expiration Time and the denominator shall be the sum of (x) the fair market
value (determined as aforesaid) of the aggregate


                                       42
<PAGE>

consideration payable to stockholders based on the acceptance (up to any maximum
specified in the terms of the tender or exchange offer) of all shares validly
tendered or exchanged and not withdrawn as of the Tender Expiration Time (the
shares deemed so accepted, up to any such maximum, being referred to as the
"ACCEPTED PURCHASED SHARES") and (y) the product of the number of shares of
Class A Common Stock outstanding (less any Accepted Purchased Shares) at the
Tender Expiration Time and the Current Market Price of the Class A Common Stock
on the Trading Day next succeeding the Tender Expiration Time, such decrease to
become effective immediately prior to the opening of business on the day
following the Tender Expiration Time. In the event that such Person is obligated
to purchase shares pursuant to any such tender or exchange offer, but such
Person is permanently prevented by applicable law from effecting any such
purchases or all such purchases are rescinded, the Conversion Prices shall again
be adjusted to be the Conversion Prices which would then be in effect if such
tender or exchange offer had not been made. Notwithstanding the foregoing, the
adjustment described in this Section 4.06(f) shall not be made if: (a) as of the
Tender Expiration Time, the offering documents with respect to such offer
disclose a plan or intention to cause the Company to engage in any transaction
described in Article 6; or (b) the Initial Purchaser or any of its Affiliates
does not beneficially own all of the Notes.

                  (g) For purposes of this Section 4.06, the following terms
shall have the meaning indicated:

                       (i) "CLOSING PRICE" with respect to any securities on any
date shall mean the closing sale price, regular way, on such day or, in case no
such sale takes place on such day, the average of the reported closing bid and
asked prices, regular way, in each case on the New York Stock Exchange, or, if
such security is not listed or admitted to trading on such Exchange, on the
principal security exchange or quotation system in the United States on which
such security is quoted or listed or admitted to trading, or, the average of the
closing bid and asked prices of such security on the over-the-counter market on
the day in question as reported by the Nasdaq National Market or a similar
generally accepted reporting service, or if not so available, in such manner as
furnished by any New York Stock Exchange member firm selected from time to time
by the Board of Directors for that purpose, or a price determined in good faith
by the Board of Directors or, to the extent permitted by applicable law, a duly
authorized committee thereof, whose determination shall be conclusive.

                       (ii) "CURRENT MARKET PRICE" shall mean the average of the
daily Closing Prices per share of Class A Common Stock for the ten consecutive
Trading Days immediately prior to the date in question; PROVIDED, HOWEVER, that
(A) if the "ex" date (as hereinafter defined) for any event (other than the
issuance or distribution requiring such computation) that requires an adjustment
to the Conversion Price pursuant to this Section 4.06 occurs during such ten
consecutive Trading Days, the Closing Price for each Trading Day prior to the
"ex" date for such other event shall be adjusted by multiplying such Closing
Price by the fraction by which the Conversion Prices are so required to be
adjusted as a result of such other event, and (B) if the "ex" date for any event
(other than the issuance or distribution requiring such computation) that
requires an adjustment to the


                                       43
<PAGE>

Conversion Prices pursuant to Section 4.06(a), (b), (c), (d) or (e) occurs on or
after the "ex" date for the issuance or distribution requiring such computation
and prior to the day in question, the Closing Price for each Trading Day on and
after the "ex" date for such other event shall be adjusted by multiplying such
Closing Price by the same fraction by which the Conversion Prices are so
required to be adjusted as a result of such other event, and (C) if the "ex"
date for the issuance or distribution requiring such computation is prior to the
day in question, after taking into account any adjustment required pursuant to
clause (A) or (B) of this proviso, the Closing Price for each Trading Day on or
after such "ex" date shall be adjusted by adding thereto the amount of any cash
and the Fair Market Value (as determined by the Board of Directors in a manner
consistent with any determination of such value for purposes of Section 4.06(d),
(e) or (f), whose determination shall be conclusive and described in a
resolution of the Board of Directors) of the evidences of indebtedness, shares
of capital stock or assets being distributed applicable to one share of Class A
Common Stock as of the close of business on the day before such "ex" date. For
purposes of any computation under Section 4.06(f), the Current Market Price of
the Class A Common Stock on any date shall be deemed to be the average of the
daily Closing Prices per share of Class A Common Stock for such day and the next
two succeeding Trading Days; PROVIDED, HOWEVER, that if the "ex" date for any
event (other than the tender or exchange offer requiring such computation) that
requires an adjustment to the Conversion Price pursuant to Section 4.06(a), (b),
(c), (d). (e) or (f) occurs on or after the Expiration Time or Tender Expiration
Time, as the case may be, for the tender or exchange offer requiring such
computation and prior to the day in question, the Closing Price for each Trading
Day on and after the "ex" date for such other event shall be adjusted by
multiplying such Closing Price by the same fraction by which the Conversion
Prices are so required to be adjusted as a result of such other event. For
purposes of this paragraph, the term "ex" date, (1) when used with respect to
any issuance or distribution, means the first date on which the Class A Common
Stock trades regular way on the relevant exchange or in the relevant market from
which the Closing Price was obtained without the right to receive such issuance
or distribution, (2) when used with respect to any subdivision or combination of
shares of Class A Common Stock, means the first date on which the Class A Common
Stock trades regular way on such exchange or in such market after the time at
which such subdivision or combination becomes effective, and (3) when used with
respect to any tender or exchange offer, means the first date on which the Class
A Common Stock trades regular way on such exchange or in such market after the
Expiration Time or Tender Expiration Time, as the case may be, of such offer.

                       (iii) "FAIR MARKET VALUE" shall mean the amount which a
willing buyer would pay a willing seller in an arm's length transaction.

                  (h) In any case in which this Section 4.06 shall require that
an adjustment be made on a record date established for purposes of this Section
4.06, the Company may elect to defer (but only until five Business Days
following the filing by the Company with the Trustee of the certificate
described in Section 4.09) issuing to the Holder of any Note converted after
such record date but prior to the issue date, the shares of Class A


                                       44
<PAGE>

Common Stock and other capital stock of the Company issuable upon such
conversion over and above the shares of Class A Common Stock and other capital
stock of the Company issuable upon such conversion only on the basis of the
Conversion Prices prior to adjustment; and, in lieu of the shares the issuance
of which is so deferred, the Company shall issue or cause its transfer agents to
issue due bills or other appropriate evidence prepared by the Company of the
right to receive such shares. If any distribution in respect of which an
adjustment to the Conversion Prices are required to be made as of the record
date or effective date therefor is not thereafter made or paid by the Company
for any reason, the Conversion Prices shall be readjusted to the Conversion
Prices which would then be in effect if such record date had not been fixed or
such effective date had not occurred.

                  Section 4.07.     NO ADJUSTMENT.

                  No adjustment in the Conversion Prices shall be required
unless the adjustment would require an increase or decrease of at least 1% in
the Conversion Prices as last adjusted; PROVIDED, HOWEVER, that any adjustments
which by reason of this Section 4.07 are not required to be made shall be
carried forward and taken into account in any subsequent adjustment. All
calculations under this Article 4 shall be made to the nearest cent or to the
nearest one-hundredth of a share, as the case may be.

                  No adjustment need be made for a transaction referred to in
Section 4.06 if all Holders are entitled to participate in the transaction on a
basis and with notice to the same extent as holders of Class A Common Stock
participate in the transaction. The Company shall give notice to the Trustee of
any such determination.

                  No adjustment need be made for rights to purchase Class A
Common Stock or issuances of Class A Common Stock pursuant to a Company plan for
reinvestment of dividends or interest.

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

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

                  Section 4.08.     ADJUSTMENT FOR TAX PURPOSES.

                  The Company shall be entitled to make such reductions in the
Conversion Prices, in addition to those required by Section 4.06, as it in its
discretion shall determine to be advisable in order that any stock dividends,
subdivisions of shares, distributions of rights to purchase stock or Notes or
distributions of Notes convertible into or exchangeable for stock hereafter made
by the Company to its stockholders shall not be taxable, PROVIDED that such
reduction does not have an adverse effect for tax purposes, or otherwise, on
holders of the Notes.


                                       45
<PAGE>

                  Section 4.09.     NOTICE OF ADJUSTMENT.

                  Whenever either of the Conversion Prices are adjusted, the
Company shall promptly mail to Holders of Series A Convertible Notes or Series B
Convertible Notes, as applicable, a notice of the adjustment and file with the
Trustee an Officers' Certificate briefly stating the facts requiring the
adjustment, the manner of computing it and the new Series A Conversion Price or
Series B Conversion Price, as applicable.

                  Section 4.10.     NOTICE OF CERTAIN TRANSACTIONS.

                  In the event that:

                  (a) the Company takes any action which would require an
adjustment in either of the Conversion Prices;

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

                  (c) there is a dissolution or liquidation of the Company, the
Company shall mail to Holders and file with the Trustee a notice stating the
proposed record or effective date, as the case may be. The Company shall mail
the notice before such date to the same extent as such notice is mailed to the
stockholders of the Company. Failure to mail such notice or any defect therein
shall not affect the validity of any transaction referred to in clause (a), (b)
or (c) of this Section 4.10.

                  Section 4.11.     EFFECT OF RECLASSIFICATION, CONSOLIDATION,
MERGER OR SALE, TRANSFER OR CONVEYANCE ON CONVERSION PRIVILEGE.

                  If any of the following shall occur, namely: (a) any
reclassification or change of shares of Class A Common Stock issuable upon
conversion of the Notes (other than a change in par value, or from par value to
no par value, or from no par value to par value, or as a result of a subdivision
or combination, or any other change for which an adjustment is provided in
Section 4.06); (b) any consolidation or merger to which the Company is a party
other than a merger in which the Company is the continuing corporation and which
does not result in any reclassification of, or change (other than a change in
name, or in par value, or from par value to no par value, or from no par value
to par value, or as a result of a subdivision or combination) in, outstanding
shares of Class A Common Stock; or (c) any sale, transfer or conveyance of all
or substantially all of the property and assets of the Company to any Person,
then the Company, or such successor or purchasing corporation, as the case may
be, shall, as a condition precedent to such reclassification, change,
consolidation, merger, sale, transfer or conveyance, execute and deliver to the
Trustee a supplemental indenture providing that the Holder of each Note then
outstanding shall have the right to convert such Note into the kind and amount
of shares of stock and other Notes and property (including cash) receivable upon
such reclassification, change, consolidation, merger, sale, transfer or
conveyance by a holder


                                       46
<PAGE>

of the number of shares of Class A Common Stock deliverable upon conversion of
such Note immediately prior to such reclassification, change, consolidation,
merger, sale, transfer or conveyance. Such supplemental indenture shall provide
for adjustments of the Conversion Prices which shall be as nearly equivalent as
may be practicable to the adjustments of the Conversion Prices provided for in
this Article 4. If, in the case of any such consolidation, merger, sale,
transfer or conveyance, the stock or other Notes and property (including cash)
receivable thereupon by a holder of Class A Common Stock include shares of stock
or other Notes and property of a corporation other than the successor or
purchasing corporation, as the case may be, in such consolidation, merger, sale,
transfer or conveyance, then such supplemental indenture shall also be executed
by such other corporation and shall contain such additional provisions to
protect the interests of the Holders of the Notes as the Board of Directors
shall reasonably consider necessary by reason of the foregoing. The provisions
of this Section 4.11 shall similarly apply to successive consolidations,
mergers, sales, transfer or conveyances.

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

                  Section 4.12.     TRUSTEE'S DISCLAIMER.

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

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

                  Section 4.13.     VOLUNTARY REDUCTION.

                  The Company from time to time may reduce either of the
Conversion Prices by any amount for any period of time if the period is at least
20 days or such longer period as may be required by law and if the reduction is
irrevocable during the


                                       47
<PAGE>

period; PROVIDED, HOWEVER, that in no event may either of the Conversion Prices
be less than the par value of a share of Class A Common Stock.

                                   ARTICLE 5.

                                   COVENANTS

                  Section 5.01.     PAYMENT OF NOTES.

                  The Company shall promptly make all payments of principal,
interest and premium, if any, in respect of the Notes on the dates and in the
manner provided in the Notes and this Indenture. An installment of principal,
interest or premium, if any, shall be considered paid on the date it is due if
the Paying Agent (other than the Company) holds by 11:00 a.m., New York City
time, on that date money in immediately available funds, deposited by the
Company or an Affiliate thereof, sufficient to pay all principal, interest and
premium, if any. The Company shall pay interest (including post-petition
interest in any proceeding under Bankruptcy Law) on overdue principal and
premium, if any, at the rate equal to 1% per annum in excess of the then
applicable interest rate on the Notes to the extent lawful; it shall pay
interest (including post-petition interest in any proceeding under Bankruptcy
Law) on overdue installments of interest at the same rate to the extent lawful.

                  Section 5.02.     SEC REPORTS.

                  (a) The Company shall file all reports and other information
and documents which it is required to file with the SEC pursuant to Section 13
or 15(d) of the Exchange Act, and at the same time, the Company shall file
copies of all such reports, information and other documents with the Trustee.

                  (b) In the event the Company is at any time no longer subject
to the reporting requirements of Section 13 or 15(d) of the Exchange Act, so
long as any Notes are outstanding, the Company will furnish to the Trustee and
the Holders of the Notes (i) all quarterly and annual financial and other
information that would be required to be contained in a filing with the SEC on
Forms 10-Q and 10-K if the Company were required to file such Forms, including a
"Management's Discussion and Analysis of Financial Condition and Results of
Operations" that describes the financial condition and results of operations of
the Company and its consolidated Subsidiaries and, with respect to the annual
information only, a report thereon by the Company's certified independent
accountants, and (ii) all current reports that would be required to be filed
with the SEC on Form 8-K if the Company were required to file such reports, in
each case within the time periods specified in the SEC's rules and regulations.
In addition, whether or not required by the rules and regulations of the SEC,
the Company will file a copy of all such information and reports with the SEC
for public availability within the time periods specified in the SEC's rules and
regulations (unless the SEC will not accept such a filing) and make such
information available to securities analysts and prospective investors upon
request. The Company shall at all times comply with TIA Section 314(a).


                                       48
<PAGE>

                  (c) For so long as any Notes remain outstanding (and
regardless of the penultimate sentence of paragraph (b) above), the Company
shall furnish to the Holders and to securities analysts and prospective
investors, upon their request, the information required to be delivered pursuant
to Rule 144A(d)(4) under the Securities Act.

                  Section 5.03.     COMPLIANCE CERTIFICATES.

                  (a) The Company shall deliver to the Trustee within 90 days
after the end of each fiscal year, an Officers' Certificate stating that a
review of the activities of the Company and its Subsidiaries during the
preceding fiscal year has been made under the supervision of the signing
Officers with a view to determining whether the Company has kept, observed,
performed and fulfilled its obligations under this Indenture, and further
stating, as to each such Officer signing such certificate, that to the best of
his or her knowledge the Company has kept, observed, performed and fulfilled
each and every covenant contained in this Indenture and is not in default in the
performance or observance of any of the terms, provisions and conditions of this
Indenture (or, if a Default or Event of Default shall have occurred, describing
all such Defaults or Events of Default of which he or she may have knowledge and
what action the Company is taking or proposes to take with respect thereto) and
that to the best of his or her knowledge no event has occurred and remains in
existence by reason of which payments on account of the principal of or
interest, if any, on the Notes is prohibited or if such event has occurred, a
description of the event and what action the Company is taking or proposes to
take with respect thereto. For purposes of this paragraph, such compliance shall
be determined without regard to any period of grace or requirement of notice
provided under this Indenture.

                  (b) So long as not contrary to the then current recommendation
of the American Institute of Certified Public Accountants, the year-end
financial statements delivered pursuant to Section 5.02 hereof shall be
accompanied by a written statement of the Company's independent public
accountants (who shall be a firm of established national reputation) that in
making the examination necessary for certification of such financial statements,
nothing has come to their attention that would lead them to believe that the
Company has violated any provisions of Articles 4, 5 or 6 hereof or, if any such
violation has occurred, specifying the nature and period of existence thereof,
it being understood that such accountants shall not be liable directly or
indirectly to any Person for any failure to obtain knowledge of any such
violation.

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

                  Section 5.04.     MAINTENANCE OF OFFICE OR AGENCY.

                  The Company shall maintain in the Borough of Manhattan, the
City of New York, an office or agency (which may be an office of the Trustee or
an affiliate of


                                       49
<PAGE>

the Trustee, Registrar or co-registrar) where Notes may be surrendered for
registration of transfer or for exchange and where notices and demands to or
upon the Company in respect of the Notes and this Indenture may be served. The
Company shall give prompt written notice to the Trustee of the location, and any
change in the location, of such office or agency. If at any time the Company
shall fail to maintain any such required office or agency or shall fail to
furnish the Trustee with the address thereof, such presentations, surrenders,
notices and demands may be made or served at the Corporate Trust Office of the
Trustee.

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

                  The Company hereby designates the Corporate Trust Office of
the Trustee as one such office or agency of the Company in accordance with
Section 2.03 hereof.

                  Section 5.05.     FURTHER INSTRUMENTS AND ACTS.

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

                  Section 5.06.     LIQUIDATION.

                  The Company shall not adopt any plan of liquidation which
provides for, contemplates or the effectuation of which is preceded by (A) the
sale, lease, conveyance or other disposition of all or substantially all the
assets of the Company otherwise than substantially as an entirety in accordance
with Article 6 and (B) the distribution of all or substantially all of the
proceeds of such sale, lease, conveyance or other disposition and the remaining
assets of the Company to holders of Class A Common Stock of the Company, unless
the Company shall in connection with the adoption of such plan make provision
for, or agree that prior to making any liquidating distributions it will make
provision for, the satisfaction of the Company's obligations under this
Indenture and under the Notes as to the payment of principal, interest and
premium, if any, thereof.

                  Section 5.07.     CHANGE OF CONTROL.

                  (a) Upon the occurrence of a Change of Control, each Holder of
Notes will have the right to require the Company to purchase all or any part
(equal to $1,000 or an integral multiple thereof) of such Holder's Notes
pursuant to the offer described below (the "CHANGE OF CONTROL OFFER") at a
purchase price in cash equal to 100% of the


                                       50
<Page>


aggregate principal amount thereof (the "CHANGE OF CONTROL PAYMENT") plus
accrued and unpaid interest and premium, if any, thereon to the date of purchase
(subject to the right of Holders of record on the relevant Record Date to
receive interest and premium. if any, due on the relevant Interest Payment
Date); PROVIDED, HOWEVER, that the Company shall not be obligated to repurchase
Notes pursuant to this covenant in the event that it has exercised its rights to
redeem all of the Notes as described in Section 3.07 hereof. Within 30 days
following any Change of Control, the Company will mail a notice to each Holder
(with a copy to the Trustee) describing the transaction or transactions that
constitute the Change of Control and offering to purchase Notes on the date
specified in such notice, which date shall be no earlier than 30 and no later
than 60 days from the date such notice is mailed (the "CHANGE OF CONTROL PAYMENT
DATE"), in accordance with the procedures required by this Indenture and
described in such notice.

                  The Company will comply with the requirements of Rule 14e-l
under the Exchange Act and any other securities laws and regulations to the
extent such laws and regulations are applicable in connection with the purchase
of Notes as a result of a Change of Control. To the extent that the provisions
of any securities laws or regulations conflict with any of the provisions of
this Section 5.07, the Company will comply with the applicable securities laws
and regulations and will be deemed not to have breached its obligations under
this covenant by virtue thereof.

                  (b) On the Change of Control Payment Date, the Company will,
to the extent lawful, (1) accept for payment all Notes or portions thereof
properly tendered pursuant to the Change of Control Offer, (2) deposit with the
Paying Agent an amount equal to the Change of Control Payment plus accrued and
unpaid interest and premium, if any, thereon in respect of all Notes or portions
thereof so tendered and (3) deliver or cause to be delivered to the Trustee
Notes so accepted together with an Officers' Certificate stating the aggregate
principal amount of Notes or portions thereof being purchased by the Company.
The Paying Agent will promptly mail or deliver to each Holder of Notes so
tendered the Change of Control Payment plus accrued and unpaid interest and
premium, if any, thereon for such Notes and upon written direction of the
Company, the Trustee will promptly authenticate and mail or deliver (or cause to
be transferred by book entry) to each Holder a new Note equal in principal
amount to any unpurchased portion of Notes surrendered, if any, PROVIDED that
each such new Note will be in a principal amount of $1,000 or an integral
multiple thereof. The Company will publicly announce the results of the Change
of Control Offer on or as soon as practicable after the Change of Control
Payment Date.

                  (c) Notwithstanding anything to the contrary set forth in this
Section 5.07, the Company shall not be required to make a Change of Control
Offer upon the occurrence of a Change of Control if a third party makes the
Change of Control Offer in the manner, at the times and otherwise in compliance
with the requirements set forth in this Section 5.07, and purchases all Notes
validly tendered and not withdrawn under such Change of Control Offer.



                                       51
<Page>


                  Section 5.08. CORPORATE EXISTENCE.

                  Subject to Article 6, the Company will do or cause to be done
all things necessary to preserve and keep in full force and effect the
corporate, partnership or other existence, rights (charter and statutory),
licenses and franchises of the Company and each of its Subsidiaries, in
accordance with the respective organizational documents (as the same may be
amended from time to time) of the Company and each of its Subsidiaries;
PROVIDED, HOWEVER, that the Company shall not be required to preserve any such
right, license or franchise if the Board of Directors shall determine in good
faith that the preservation thereof is no longer desirable in the conduct of the
business of the Company and its Subsidiaries, taken as a whole, and that the
loss thereof is not adverse in any material respect to the Holders.

                  Section 5.09. PAYMENT OF TAXES AND OTHER CLAIMS.

                  The Company will pay or discharge or cause to be paid or
discharged, before the same shall become delinquent, all taxes, assessments and
governmental charges levied or imposed upon the Company or any of its
Subsidiaries or upon the income, profits or property of the Company or any of
its Subsidiaries; PROVIDED, HOWEVER that the Company shall not be required to
pay or discharge or cause to be paid or discharged any such tax, assessment,
charge or claim whose amount, applicability or validity is being contested in
good faith by appropriate proceedings promptly instituted and diligently
concluded and shall not have been finally determined or the period within which
such proceedings may be initiated shall not have expired.

                  Section 5.10. MAINTENANCE OF PROPERTIES.

                  The Company will cause all properties owned by the Company or
any Subsidiary, or used, useful or held for use in the conduct of its business
or the business of any Subsidiary to be maintained and kept in good condition,
repair and working order and supplied with all necessary equipment and will
cause to be made all necessary repairs, renewals, replacements, betterments and
improvements thereof, all as in the judgment of the Company may be necessary so
that the business carried on in connection therewith may be properly and
advantageously conducted at all times; PROVIDED, HOWEVER, that nothing in this
Section shall prevent the Company or any Subsidiary from discontinuing the
maintenance of any of such properties, if such discontinuance or disposal is, in
the judgment of the Company, desirable in the conduct of its business or the
business of any of its Subsidiaries and not disadvantageous in any material
respect to the Holders.

                  Section 5.11. INSURANCE.

                  The Company will at all times keep all of its and its
Subsidiaries' properties which are of an insurable nature insured with
insurance, believed by the Company to be responsible, against loss or damage to
the extent that property of similar


                                       52
<Page>

character is usually so insured by corporations similarly situated and owning
like properties.

                  Section 5.12. RATING.

                  The Company shall use its reasonable best efforts to have the
Notes rated by an established rating agency (which, for so long as is
commercially reasonable to do so, will be either Standard & Poor's Rating Group,
a division of McGraw-Hill, Inc., and Moody's Investors Service) as requested by
the Initial Purchaser and to maintain a rating through and including the Stated
Maturity for the Notes; PROVIDED, HOWEVER, that the Company shall not be
required to maintain a specified rating.

                  Section 5.13. PAYMENTS FOR CONSENT.

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

                  Section 5.14. LIMITATION ON SENIOR SUBORDINATED INDEBTEDNESS.

                  The Company shall not incur, create, issue, assume, guarantee
or otherwise become liable for any Indebtedness that is subordinate or junior in
right of payment to any Senior Indebtedness unless such Indebtedness is PARI
PASSU with, or subordinated in right of payment to, the Notes; PROVIDED that the
foregoing limitation shall not apply if any of the Notes are held by Persons
other than the Initial Purchaser or its Affiliates.

                                   ARTICLE 6.

                                   SUCCESSORS

                  Section 6.01. MERGER, CONSOLIDATION, OR SALE OF ASSETS.

                  (a) The Company shall not, directly or indirectly, consolidate
or merge with or into (whether or not the Company is the surviving corporation),
or sell, assign, transfer, convey or otherwise dispose of all or substantially
all of its properties or assets, in one or more related transactions, to another
Person unless: (i) the Company is the surviving corporation or the Person formed
by or surviving any such consolidation or merger (if other than the Company) or
to which such sale, assignment, transfer, conveyance or other disposition shall
have been made is a corporation organized or existing under the laws of the
United States, any state thereof or the District of Columbia; (ii) the Person
formed by or surviving any such consolidation or merger (if other than the


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Company) or the Person to which such sale, assignment, transfer, conveyance or
other disposition shall have been made assumes all the obligations of the
Company under the Registration Rights Agreement, the Notes, and this Indenture
pursuant to a supplemental indenture in a form reasonably satisfactory to the
Trustee; (iii) no Default or Event of Default (or an event that, with the
passing of time or giving of notice or both, would constitute an Event of
Default) shall exist or shall occur immediately after giving effect on a pro
forma basis to such transaction; and (iv) the Company shall have delivered to
the Trustee an Officers' Certificate and an Opinion of Counsel, each stating
that such consolidation, merger or transfer and such supplemental indenture (if
any) comply with this Indenture. The Company shall not, directly or indirectly,
lease all or substantially all of its properties or assets, in one or more
related transactions, to any other Person. The provisions of this covenant will
not be applicable to a sale, assignment, transfer, conveyance or other
disposition of assets solely between or among the Company and its Wholly Owned
Subsidiaries.

                  (b) For purposes of this Article 6, the transfer (by
assignment, sale or otherwise) of all or substantially all of the properties and
assets of one or more Subsidiaries, the Company's interest in which constitutes
all or substantially all of the properties and assets of the Company, shall be
deemed to be the transfer of all or substantially all of the properties and
assets of the Company.

                  Section 6.02. SUCCESSOR CORPORATION SUBSTITUTED.

                  Upon any consolidation or merger or any transfer of all or
substantially all of the assets of the Company in accordance with Section 6.01
hereof, the successor Person formed by such consolidation or into which the
Company is merged or to which such transfer is made shall succeed to and (except
in the case of a lease) be substituted for (so that from and after the date of
such consolidation, merger or transfer, the provisions of this Indenture
referring to the "Company" shall refer instead to the successor Person and not
to the Company), and may exercise every right and power of, the Company under
this Indenture with the same effect as if such successor Person had been named
herein as the Company, and (except in the case of a lease) the Company shall be
released from the obligations under the Notes and this Indenture except with
respect to any obligations that arise from, or are related to, such transaction.

                                   ARTICLE 7.

                              DEFAULTS AND REMEDIES

                  Section 7.01 EVENTS OF DEFAULT.

                  "EVENTS OF DEFAULT" with respect to the Series A Convertible
Notes or the Series B Convertible Notes, as the case may be, are:



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                  (a) a default for 30 days in the payment of interest on the
Series A Convertible Notes or the Series B Convertible Notes, as the case may
be, when due (whether or not prohibited by Article 12 hereof);

                  (b) a default in the payment of the principal of, or premium,
if any, on the Series A Convertible Notes or the Series B Convertible Notes, as
the case may be, when due at maturity, upon redemption or otherwise, including
failure by the Company to purchase the Series A Convertible Notes or the Series
B Convertible Notes when required under Section 5.07 hereof (whether or not
prohibited by Article 12 hereof), or to deliver Class A Common Stock upon the
conversion of the Series A Convertible Notes or the Series B Convertible Notes,
as the case may be, when required under Section 4.02 hereof;

                  (c) failure by the Company for 60 days after notice to comply
with any of its other agreements in this Indenture or the Notes;

                  (d) a default under any mortgage, indenture or instrument
under which there may be issued or by which there may be secured or evidenced
any Indebtedness for money borrowed by the Company or any of its Subsidiaries
(or the payment of which is guaranteed by the Company or any of its
Subsidiaries), whether such Indebtedness or guarantee now exists or is created
after the Issue Date, which default results in the acceleration of such
Indebtedness prior to its express maturity and, in each case, the amount of any
such Indebtedness, together with the amount of any other such Indebtedness the
maturity of which has been so accelerated, aggregates $15.0 million or more;

                  (e) a failure by the Company or any of its Subsidiaries to pay
final judgments not subject to appeal aggregating in excess of $15.0 million
(net of applicable insurance coverage which is acknowledged in writing by the
insurer), which judgments are not paid, vacated, discharged or stayed for a
period of 60 days;

                  (f) the Company or any of its Significant Subsidiaries or any
group of Subsidiaries that, taken as a whole, would constitute a Significant
Subsidiary:

                        (i) commences a voluntary case under any Bankruptcy Law;

                        (ii) consents to the entry of an order for relief
against it in an involuntary case under any Bankruptcy Law;

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

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

                        (v) generally is not paying its debts as they become
due; and



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<Page>

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

                        (i) is for relief against the Company or any of its
Significant Subsidiaries or any group of Subsidiaries that, taken as a whole,
would constitute a Significant Subsidiary;

                        (ii) appoints a custodian of the Company or any of its
Significant Subsidiaries or any group of Subsidiaries that, taken as a whole,
would constitute a Significant Subsidiary, or for all or substantially all of
the property of the Company or any of its Significant Subsidiaries or any group
of Subsidiaries that, taken as a whole, would constitute a Significant
Subsidiary; or

                        (iii) orders the liquidation of the Company or any of
its Significant Subsidiaries or any group of Subsidiaries that, taken as a
whole, would constitute a Significant Subsidiary,

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

                  Section 7.02. ACCELERATION.

                  If any Event of Default occurs and is continuing, the Trustee
or the Holders of at least 25% in aggregate principal amount of the Notes then
outstanding (or in the case of an Event of Default specified in clauses (a) or
(b) of Section 7.01, the Holders of at least 25% in aggregate principal amount
of the Series A Convertible Notes or the Series B Convertible Notes, as the case
may be) may declare all the Notes to be due and payable immediately; PROVIDED,
HOWEVER, that so long as any Indebtedness permitted to be incurred pursuant to
the Senior Credit Facility shall be outstanding, the acceleration shall not be
effective until the earlier of (A) an acceleration of any Indebtedness under the
Senior Credit Facility or (B) five Business Days after notice of such
declaration shall have been given to the Administrative Agent under the Senior
Credit Facility. Notwithstanding the foregoing, if an Event of Default specified
in clause (f) or (g) of Section 7.01 hereof occurs with respect to the Company
or any Significant Subsidiary, all outstanding Notes shall be due and payable
immediately without further action or notice. The Holders of a majority in
aggregate principal amount of the Notes then outstanding (or in the case of an
acceleration resulting from an Event of Default specified in clauses (a) or (b)
of Section 7.01, the Holders of a majority in aggregate principal amount of the
Series A Convertible Notes or the Series B Convertible Notes, as the case may
be) by written notice to the Trustee may on behalf of all of such Holders
rescind an acceleration and its consequences if the rescission would not
conflict with any judgment or decree and if all existing Events of Default
(except nonpayment of principal, interest or premium that has become due solely
because of the acceleration) have been cured or waived.

                  Section 7.03. OTHER REMEDIES.



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<Page>

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

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

                  Section 7.04. WAIVER OF PAST DEFAULTS.

                  Holders of not less than a majority in aggregate principal
amount of the then outstanding Notes (or, with respect to a provision of this
Indenture that may only be amended by the Holders of not less than 50% in
aggregate principal amount of the then outstanding Notes, the Holders of not
less than 50% in aggregate principal amount of the then outstanding Notes) by
written notice to the Trustee may on behalf of the Holders of all of the Notes
waive an existing Default or Event of Default and its consequences hereunder,
except a continuing Default or Event of Default in the payment of the principal
of, premium or interest on, the Notes (including in connection with an offer to
purchase). Upon any such waiver, such Default shall cease to exist, and any
Event of Default arising therefrom shall be deemed to have been cured for every
purpose of this Indenture, but no such waiver shall extend to any subsequent or
other Default or impair any right consequent thereon.

                  Section 7.05. CONTROL BY MAJORITY.

                  Holders of Notes may not enforce this Indenture or the Notes
except as provided herein. Holders of a majority in principal amount of the then
outstanding Notes may direct the time, method and place of conducting any
proceeding for exercising any remedy available to the Trustee or exercising any
trust or power conferred on it. However, the Trustee may refuse to follow any
direction that conflicts with law or this Indenture or that the Trustee
determines may be unduly prejudicial to the rights of other Holders of Notes or
that may involve the Trustee in personal liability.

                  Section 7.06. LIMITATION ON SUITS.

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

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

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



                                       57
<Page>

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

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

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

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

                  Section 7.07. RIGHTS OF HOLDERS OF NOTES TO RECEIVE PAYMENT.

                  Notwithstanding any other provision of this Indenture, the
right of any Holder of a Note to receive payment of principal and interest on
the Note, on or after the respective due dates expressed in the Note (including
in connection with an offer to purchase), or to bring suit for the enforcement
of any such payment on or after such respective dates, shall not be impaired or
affected without the consent of such Holder.

                  Section 7.08. COLLECTION SUIT BY TRUSTEE.

                  If an Event of Default specified in Section 7.01(a) or (b)
hereof occurs and is continuing, the Trustee is authorized to recover judgment
in its own name and as trustee of an express trust against the Company for the
whole amount of principal of, and interest remaining unpaid on the Notes and
interest on overdue principal and, to the extent lawful, interest and such
further amount as shall be sufficient to cover the costs and expenses of
collection, including the reasonable compensation, expenses, disbursements and
advances of the Trustee, its agents and counsel.

                  Section 7.09. TRUSTEE MAY FILE PROOFS OF CLAIM.

                  The Trustee is authorized to file such proofs of claim and
other papers or documents as may be necessary or advisable in order to have
the claims of the Trustee (including any claim for the reasonable
compensation, expenses, disbursements and advances of the Trustee, its agents
and counsel) and the Holders of the Notes allowed in any judicial proceedings
relative to the Company (or any other obligor upon the Notes), its creditors
or its property and shall be entitled and empowered to participate as a
member, voting or otherwise, of any official committee of creditors appointed
in such matter and shall be entitled and empowered to collect, receive and
distribute any money or other property payable or deliverable on any such
claims and any custodian in any such judicial proceeding is hereby authorized
by each Holder to make such payments to the Trustee, and in the event that
the Trustee shall consent to the making of such

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<Page>

payments directly to the Holders, to pay to the Trustee any amount due to it for
the reasonable compensation, expenses, disbursements and advances of the
Trustee, its agents and counsel, and any other amounts due the Trustee under
Section 8.07 hereof. To the extent that the payment of any such compensation,
expenses, disbursements and advances of the Trustee, its agents and counsel, and
any other amounts due the Trustee under Section 8.07 hereof out of the estate in
any such proceeding, shall be denied for any reason, payment of the same shall
be secured by a Lien on, and shall be paid out of, any and all distributions,
dividends, money, securities and other properties that the Holders may be
entitled to receive in such proceeding whether in liquidation or under any plan
of reorganization or arrangement or otherwise. Nothing herein contained shall be
deemed to authorize the Trustee to authorize or consent to or accept or adopt on
behalf of any Holder any plan of reorganization, arrangement, adjustment or
composition affecting the Notes or the rights of any Holder, or to authorize the
Trustee to vote in respect of the claim of any Holder in any such proceeding.

                  Section 7.10. PRIORITIES.

                  If the Trustee collects any money pursuant to this Article 7,
it shall pay out the money in the following order:

                  FIRST: to the Trustee, its agents and counsel for amounts due
under Section 8.07 hereof, including payment of all compensation, expense and
liabilities incurred, and all advances made, by the Trustee and the costs and
expenses of collection;

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

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

                  The Trustee may fix a record date and payment date for any
payment to Holders of Notes pursuant to this Section 7.10.

                  Section 7.11. UNDERTAKING FOR COSTS.

                  In any suit for the enforcement of any right or remedy under
this Indenture or in any suit against the Trustee for any action taken or
omitted by it as a Trustee, a court in its discretion may require the filing by
any party litigant in the suit of an undertaking to pay the cost of the suit,
and the court in its discretion may assess reasonable costs, including
reasonable attorneys' fees, 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 7.11 does not apply to a suit by the Trustee, a suit by a
Holder of a Note pursuant to Section 7.07 hereof, or a suit by Holders of more
than 10% in principal amount of the then outstanding Notes.



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<Page>

                                   ARTICLE 8.

                                     TRUSTEE

                  Section 8.01. DUTIES OF TRUSTEE.

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

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

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

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

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

                        (i) this paragraph does not limit the effect of
paragraph (b) of this Section 8.01;

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

                        (iii) the Trustee shall not be liable with respect to
any action it takes or omits to take in good faith in accordance with a
direction received by it pursuant to Section 7.05 hereof.

                  (d) Whether or not therein expressly so provided, every
provision of this Indenture that in any way relates to the Trustee is subject to
paragraphs (a), (b), (c) and (e) of this Section 8.01.



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                  (e) No provision of this Indenture shall require the Trustee
to expend or risk its own funds or incur any liability. The Trustee shall be
under no obligation to exercise any of its rights and powers under this
Indenture at the request of any Holder, unless such Holder shall have offered to
the Trustee security and indemnity satisfactory to it against any loss,
liability or expense including reasonable attorneys' fees that might be incurred
by it in compliance with such request or direction.

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

                  Section 8.02. RIGHTS OF TRUSTEE.

                  (a) The Trustee may conclusively rely upon any document
believed by it to be genuine and to have been signed or presented by the proper
Person. The Trustee need not investigate any fact or matter stated in any such
document. The Trustee shall receive and retain financial reports and statements
of the Company as provided herein, but it shall have no duty to review or
analyze such reports or statements to determine compliance with covenants or
other obligations of the Company.

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

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

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

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

                  (f) The Trustee shall be under no obligation to exercise any
of the rights or powers vested in it by this Indenture at the request or
direction of any of the Holders unless such Holders shall have offered to the
Trustee reasonable indemnity against the costs, expenses and liabilities that
might be incurred by it in compliance with such request or direction.



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                  (g) Prior to the occurrence of an Event of Default hereunder
and after the curing of all Events of Default which may have occurred, the
Trustee shall not be bound to make any investigation into the facts or matters
stated in any resolution, certificate, statement, instrument, opinion, report,
notice, request, order, approval, bond or other paper or document unless
requested in writing to do so by the Holders representing more than 25% in
aggregate principal amount of Notes then outstanding; PROVIDED, that if the
payment within a reasonable time to the Trustee of the costs, expenses or
liabilities likely to be incurred by it in the making of such investigation is,
in the opinion of the Trustee, not reasonably assured to the Trustee by the Note
afforded to it by the terms of this Indenture, the Trustee may require indemnity
reasonably satisfactory to it against such cost, expense or liability as a
condition to so proceeding.

                  (h) Except with respect to Section 5.01, the Trustee shall
have no duty to inquire as to the performance of the Company with respect to the
covenants contained in Article 5. In addition, the Trustee shall not be deemed
to have knowledge of an Event of Default except (i) any Default or Event of
Default occurring pursuant to Sections 5.01, 7.01(a) or 7.01(b) or (ii) any
Default or Event of Default of which the Trustee shall have received written
notification or obtained actual knowledge.

                  (i) Delivery of reports, information and documents to the
Trustee under Section 5.02 is for informational purposes only and the Trustee's
receipt of the foregoing shall not constitute constructive notice of any
information contained therein or determinable from information contained
therein, including the Company's compliance with any of their covenants
hereunder (as to which the Trustee is entitled to rely exclusively on Officers'
Certificates).

                  Section 8.03. INDIVIDUAL RIGHTS OF TRUSTEE.

                  The Trustee in its individual or any other capacity may become
the owner or pledgee of Notes and may otherwise deal with the Company or any
Affiliate of the Company with the same rights it would have if it were not
Trustee. However, in the event that the Trustee acquires any conflicting
interest it must eliminate such conflict within 90 days, apply to the SEC for
permission to continue as trustee or resign. Any Agent may do the same with like
rights and duties. The Trustee is also subject to Sections 8.10 and 8.11 hereof.

                  Section 8.04. TRUSTEE'S DISCLAIMER.

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



                                       62
<Page>

                  Section 8.05. NOTICE OF DEFAULTS.

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

                  (b) If a Default or Event of Default occurs and is continuing
and if it is known to the Trustee in accordance with the provisions of paragraph
(a) of this Section 8.05, the Trustee shall mail to Holders of Notes a notice of
the Default or Event of Default within 90 days after it occurs. Except in the
case of a Default or Event of Default in payment of principal of, premium, if
any, or interest on any Note, the Trustee may withhold the notice if and so long
as a committee of its Responsible Officers in good faith determines that
withholding the notice is in the interests of the Holders of the Notes.

                  Section 8.06. REPORTS BY TRUSTEE TO HOLDERS OF THE NOTES.

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

                  A copy of each report at the time of its mailing to the
Holders of Notes shall be mailed to the Company and filed with the SEC and
each stock exchange on which the Notes are listed in accordance with TIA
Section 313(d). The Company shall promptly notify the Trustee when the Notes
are listed on any stock exchange.

                  Section 8.07. COMPENSATION AND INDEMNITY.

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

                  The Company shall indemnify the Trustee and hold it harmless
against any and all losses, liabilities or expenses incurred by it arising out
of or in connection with the acceptance or administration of its duties under
this Indenture, including the costs and expenses of enforcing this Indenture
against the Company (including this


                                       63
<Page>

Section 8.07) and defending itself against any claim (whether asserted by the
Company or any Holder or any other Person) or liability in connection with the
exercise or performance of any of its powers or duties hereunder, except to the
extent any such loss, liability or expense may be attributable to its gross
negligence or bad faith. The Trustee shall notify the Company promptly of any
claim for which it may seek indemnity. Failure by the Trustee to so notify the
Company shall not relieve the Company of its obligations hereunder. The Company
shall defend the claim and the Trustee shall cooperate in the defense. The
Trustee may have separate counsel and the Company shall pay the reasonable fees
and expenses of such counsel. The Company need not pay for any settlement made
without its consent, which consent shall not be unreasonably withheld or
delayed.

                  The obligations of the Company under this Section 8.07 shall
survive the satisfaction and discharge of this Indenture or the resignation or
removal of the Trustee.

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

                  When the Trustee incurs expenses or renders services after an
Event of Default specified in Section 7.01(f) or (g) hereof occurs, the expenses
and the compensation for the services (including the fees and expenses of its
agents and counsel) are intended to constitute expenses of administration under
any Bankruptcy Law.

                  The Trustee shall comply with the provisions of TIA Section
313(b)(2) to the extent applicable.

                  Section 8.08. REPLACEMENT OF TRUSTEE.

                  A resignation or removal of the Trustee and appointment of a
successor Trustee shall become effective only upon the successor Trustee's
acceptance of appointment as provided in this Section 8.08.

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

                  (a) the Trustee fails to comply with Section 8.10 hereof;

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

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



                                       64
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                  (d) the Trustee becomes incapable of acting.

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

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

                  If the Trustee, after written request by any Holder of a Note
who has been a Holder of a Note for at least six months, fails to comply with
Section 8.10 hereof, such Holder of a Note may petition any court of competent
jurisdiction for the removal of the Trustee and the appointment of a successor
Trustee.

                  A successor Trustee shall deliver a written acceptance of its
appointment to the retiring Trustee and to the Company. Thereupon, the
resignation or removal of the retiring Trustee shall become effective, and the
successor Trustee shall have all the rights, powers and duties of the Trustee
under this indenture. The successor Trustee shall mail a notice of its
succession to Holders of the Notes. The retiring Trustee shall promptly transfer
all property held by it as Trustee to the successor Trustee, PROVIDED all sums
owing to the Trustee hereunder have been paid and subject to the Lien provided
for in Section 8.07 hereof. Notwithstanding replacement of the Trustee pursuant
to this Section 8.08, the Company's obligations under Section 8.07 hereof shall
continue for the benefit of the retiring Trustee.

                  Section 8.09. SUCCESSOR TRUSTEE BY MERGER, ETC.

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

                  Section 8.10. ELIGIBILITY; DISQUALIFICATION.

                  There shall at all times be a Trustee (or in the case of a
banking corporation included in a bank holding company system, the related bank
holding company) hereunder that is a corporation organized and doing business
under the laws of the United States of America or of any state thereof that is
authorized under such laws to exercise corporate trustee power, that is subject
to supervision or examination by federal or state authorities and that has a
combined capital and surplus of at least $25.0 million as set forth in its most
recent published annual report of condition.



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

                  Section 8.11. PREFERENTIAL COLLECTION OF CLAIMS AGAINST
COMPANY.

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

                  Section 8.12. CO-TRUSTEE.

                  It is the purpose of this Indenture that there shall be no
violation of any law of any jurisdiction denying or restricting the right of
certain banking corporations or associations to transact business as trustee as
contemplated herein in such jurisdiction. The following provisions of this
Section 8.12 are included in the event that it is necessary that the Trustee
appoint an additional institution as a separate Trustee or Co-Trustee.

                  In the event of the incapacity or lack of authority of the
Trustee, by reason of any present or future law of any jurisdiction, to exercise
any of the rights, powers and trusts herein granted to the Trustee or to take
any other action which may be necessary or desirable in connection therewith,
each and every remedy, power, right, claim, demand, cause of action, immunity,
estate, title, interest and lien expressed or intended by this Indenture to be
exercised by or vested in or conveyed to the Trustee with respect thereto shall
be exercisable by and vest in such separate Trustee or Co-Trustee but only to
the extent necessary to enable the separate Trustee or Co-Trustee to exercise
such rights, powers and trusts, and every covenant and obligation necessary to
the exercise thereof shall run to and be enforceable by such separate Trustee or
Co-Trustee.

                  Should any deed, conveyance or instrument in writing from the
Company be required by the separate Trustee or Co-Trustee so appointed by the
Trustee in order to more fully and certainly vest in and confirm to him or it
such properties, rights, powers, trusts, duties and obligations, any and all
such deeds, conveyances and instruments shall, on request, be executed,
acknowledged and delivered by the Company. In case any separate Trustee or
Co-Trustee or a successor to either, shall die, become incapable of acting,
resign or be removed, all the estates, properties, rights, powers, trusts,
duties and obligations of such separate Trustee or Co-Trustee, so far as
permitted by law, shall vest in and be exercised by the Trustee until the
appointment of a new Trustee or successor to such separate Trustee or
Co-Trustee.

                                   ARTICLE 9.

                    LEGAL DEFEASANCE AND COVENANT DEFEASANCE

                  Section 9.01. OPTION TO EFFECT LEGAL DEFEASANCE OR COVENANT
DEFEASANCE.



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                  The Company may, at the option of its Board of Directors
evidenced by a resolution set forth in an Officers' Certificate, at any time,
elect to have either Section 9.02 or 9.03 hereof applied to all outstanding
Notes upon compliance with the conditions set forth below in this Article 9.

                  Section 9.02. LEGAL DEFEASANCE AND DISCHARGE.

                  Upon the Company's exercise under Section 9.01 hereof of the
option applicable to this Section 9.02, the Company shall, subject to the
satisfaction of the conditions set forth in Section 9.04 hereof, be deemed to
have been discharged from its obligations with respect to all outstanding Notes
on the date the conditions set forth below are satisfied (hereinafter, "LEGAL
DEFEASANCE"). For this purpose, Legal Defeasance means that the Company shall be
deemed to have paid and discharged the entire Indebtedness represented by the
outstanding Notes, which shall thereafter be deemed to be "outstanding" only for
the purposes of Section 9.05 hereof and the other Sections of this Indenture
referred to in (a) and (b) below, and to have satisfied all of its obligations
under such Notes and this Indenture (and the Trustee, on demand of and at the
expense of the Company, shall execute proper instruments delivered to it by the
Company acknowledging the same), except for the following provisions which shall
survive until otherwise terminated or discharged hereunder: (a) the rights of
Holders of outstanding Notes to receive payments in respect of the principal of,
premium, if any, and interest on such Notes when such payments are due from the
trust referred to below; (b) the Company's obligations with respect to the Notes
concerning issuing temporary Notes, registration of Notes, mutilated, destroyed,
lost or stolen Notes and the maintenance of an office or agency for payment and
money for Note payments held in trust; (c) the rights, powers, trusts, duties
and immunities of the Trustee, and the Company's obligations in connection
therewith; (d) the Legal Defeasance provisions of this Indenture; and (e) the
obligations of the Company under Article 4 which shall not terminate until the
payment at the redemption date specified in Article 3 or the Stated Maturity of
the Notes. Subject to compliance with this Article 9, the Company may exercise
its option under this Section 9.02 notwithstanding the prior exercise of its
option under Section 9.03 hereof.

                  Section 9.03. COVENANT DEFEASANCE.

                  Upon the Company's exercise under Section 9.01 hereof of the
option applicable to this Section 9.03, the Company shall, subject to the
satisfaction of the conditions set forth in Section 9.04 hereof, be released
from its obligations under the covenants contained in Sections 5.02, 5.07 and
Article 6 herein with respect to the outstanding Notes on and after the date the
conditions set forth in Section 9.04 are satisfied (hereinafter, "COVENANT
DEFEASANCE"), and the Notes shall thereafter be deemed not "outstanding" for the
purposes of any direction, waiver, consent or declaration or act of Holders (and
the consequences of any thereof) in connection with such covenants, but shall
continue to be deemed "outstanding" for all other purposes hereunder (it being
understood that such Notes shall not be deemed outstanding for accounting
purposes); PROVIDED, that the foregoing shall not relieve the Company of its
obligations under Article 4 which shall not terminate until the payment at the
redemption date specified in Article 3


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<Page>

or the Stated Maturity of the Notes. For this purpose, Covenant Defeasance means
that, with respect to the outstanding Notes, the Company may omit to comply with
and shall have no liability in respect of any term, condition or limitation set
forth in any such covenant, whether directly or indirectly, by reason of any
reference elsewhere herein to any such covenant or by reason of any reference in
any such covenant to any other provision herein or in any other document and
such omission to comply shall not constitute a Default or an Event of Default
under Section 7.01 hereof, but, except as specified above, the remainder of this
Indenture and such Notes shall be unaffected thereby. In addition, upon the
Company's exercise under Section 9.01 hereof of the option applicable to this
Section 9.03, subject to the satisfaction of the conditions set forth in Section
9.04 hereof, Sections 7.01(c) through 7.01(f) hereof shall not constitute Events
of Default.

                  Section 9.04. CONDITIONS TO LEGAL OR COVENANT DEFEASANCE.

                  The following shall be the conditions to the application of
either Section 9.02 or 9.03 hereof to the outstanding Notes:

                  In order to exercise either Legal Defeasance or Covenant
Defeasance:

                  (a) the Company must irrevocably deposit, or cause to be
deposited, with the Trustee, in trust, for the benefit of the Holders of the
Notes, cash in U.S. dollars, non-callable Government Securities, or a
combination thereof, in such amounts as will be sufficient, in the opinion of a
nationally recognized firm of independent public accountants, to pay the
principal of, premium, if any, and interest on the outstanding Notes on the
stated maturity thereof or on the applicable redemption date, as the case may
be, and the Company must specify whether the Notes are being defeased to
maturity or to a particular redemption date;

                  (b) in the case of Legal Defeasance, the Company must deliver
to the Trustee and the Holders an Opinion of Counsel in the United States
reasonably acceptable to the Trustee confirming that, since the Issue Date, the
Company has received from, or there has been published by, the Internal Revenue
Service a ruling, or there has been a change in the applicable United States
federal income tax law, in either case to the effect that, and based thereon
such Opinion of Counsel shall confirm that, the Holders of the outstanding Notes
will not recognize income, gain or loss for United States federal income tax
purposes as a result of such Legal Defeasance, and will be subject to United
States federal income tax on the same amounts, in the same manner and at the
same times as would have been the case if such Legal Defeasance had not
occurred;

                  (c) in the case of Covenant Defeasance, the Company must
deliver to the Trustee and the Initial Purchaser an Opinion of Counsel in the
United States reasonably acceptable to the Trustee confirming that the Holders
of the outstanding Notes will not recognize income, gain or loss for United
States federal income tax purposes as a result of such Covenant Defeasance, and
such Holders will be subject to United States federal


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<Page>

income tax on the same amounts, in the same manner and at the same times as
would have been the case if such Covenant Defeasance had not occurred;

                  (d) no Default or Event of Default shall have occurred and be
continuing on the date of such deposit (other than a Default or Event of Default
resulting from the borrowing of funds to be applied to such deposit) or insofar
as Events of Default from bankruptcy or insolvency events are concerned, at any
time in the period ending on the 91st day after the date of deposit;

                  (e) such Legal Defeasance or Covenant Defeasance will not
result in a breach or violation of, or constitute a default under, any material
agreement or instrument (other than this Indenture) to which the Company or any
of its Subsidiaries is a party or by which the Company or any of its
Subsidiaries is bound;

                  (f) the Company must deliver to the Trustee an Officers'
Certificate stating that the deposit was not made by the Company with the intent
of preferring the Holders of the Notes over other creditors of the Company, or
with the intent of defeating, hindering, delaying or defrauding creditors of the
Company or others; and

                  (g) the Company must deliver to the Trustee an Officers'
Certificate and an Opinion of Counsel in the United States reasonably acceptable
to the Trustee, each stating that the conditions precedent provided for or
relating to Legal Defeasance or Covenant Defeasance, as applicable, in the case
of the Officers' Certificate, in clauses (a) through (f) and, in the case of the
Opinion of Counsel, in clauses (b) and (c) of this paragraph, have been complied
with.

                  Section 9.05. DEPOSITED MONEY AND GOVERNMENT SECURITIES TO BE
HELD IN TRUST: OTHER MISCELLANEOUS PROVISIONS.

                  Subject to Section 9.06 hereof, all money and non-callable
Government Securities (including the proceeds thereof) deposited with the
Trustee (or other qualifying trustee, collectively, and solely for purposes of
this Section 9.05, the "TRUSTEE") pursuant to Section 9.04 hereof in respect of
the outstanding Notes shall be held in trust and applied by the Trustee, in
accordance with the provisions of such Notes and this Indenture, to the payment,
either directly or through any Paying Agent (including the Company acting as
Paying Agent) as the Trustee may determine, to the Holders of such Notes of all
sums due and to become due thereon in respect of principal, premium, if any, and
interest, but such money need not be segregated from other funds except to the
extent required by law.

                  The Company shall pay and indemnify the Trustee against any
tax, fee or other charge imposed on or assessed against the cash or non-callable
Government Securities deposited pursuant to Section 9.04 hereof or the principal
and interest received in respect thereof other than any such tax, fee or other
charge which by law is for the account of the Holders of the outstanding Notes.



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                  Anything in this Article 9 to the contrary notwithstanding,
the Trustee shall deliver or pay to the Company from time to time upon the
request of the Company any money or non-callable Government Securities held by
it as provided in Section 9.04 hereof which, in the opinion of a nationally
recognized firm of independent public accountants expressed in a written
certification thereof delivered to the Trustee (which may be the opinion
delivered under Section 9.04(a) hereto, are in excess of the amount thereof that
would then be required to be deposited to effect an equivalent Legal Defeasance
or Covenant Defeasance.

                  Section 9.06. REPAYMENT TO COMPANY.

                  Any money deposited with the Trustee or any Paying Agent, or
then held by the Company, in trust for the payment of the principal of, premium,
if any, and interest on any Note and remaining unclaimed for two years after
such principal, premium, if any, and interest has become due and payable shall
be paid to the Company on its request or (if then held by the Company) shall be
discharged from such trust; and the Holder of such Note shall thereafter, as an
unsecured creditor, look only to the Company for payment thereof, and all
liability of the Trustee or such Paying Agent with respect to such trust money,
and all liability of the Company as trustee thereof, shall thereupon cease;
PROVIDED, HOWEVER, that the Trustee or such Paying Agent, before being required
to make any such repayment, may at the expense of the Company cause to be
published once, in THE NEW YORK TIMES and THE WALL STREET JOURNAL (national
edition), notice that such money remains unclaimed and that, after a date
specified therein, which shall not be less than 30 days from the date of such
notification or publication, any unclaimed balance of such money then remaining
will be repaid to the Company.

                  Section 9.07. REINSTATEMENT.

                  If the Trustee or Paying Agent is unable to apply any United
States dollars or noncallable Government Securities in accordance with Section
9.02 or 9.03 hereof, as the case may be, by reason of any order or judgment of
any court or governmental authority enjoining, restraining or otherwise
prohibiting such application, then the Company's obligations under this
Indenture and the Notes shall be revived and reinstated as though no deposit had
occurred pursuant to Section 9.02 or 9.03 hereof until such time as the Trustee
or Paying Agent is permitted to apply all such money in accordance with Section
9.02 or 9.03 hereof, as the case may be; PROVIDED, HOWEVER, that, if the Company
makes any payment of principal of or interest on any Note following the
reinstatement of its obligations, the Company shall be subrogated to the rights
of the Holders of such Notes to receive such payment from the money held by the
Trustee or Paying Agent.

                  Section 9.08. SURVIVAL.

                  The Trustee's rights under this Article 9 shall survive
termination of this Indenture.



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                                   ARTICLE 10.

                        AMENDMENT, SUPPLEMENT AND WAIVER

                  Section 10.01. WITHOUT CONSENT OF HOLDERS OF NOTES.

                  Notwithstanding Section 10.02 hereof, the Company and the
Trustee may amend or supplement this Indenture or the Notes without the consent
of any Holder of a Note:

                  (a) to cure any ambiguity, omission, defect or inconsistency;

                  (b) to provide for uncertificated Notes in addition to or in
place of certificated Notes or to alter the provisions of Article 2 hereof
(including the related definitions) in a manner that does not adversely affect
any Holder;

                  (c) to provide for the assumption of the Company obligations
to the Holders of the Notes by a successor to the Company pursuant to Article 6
hereof;

                  (d) to make any change that would provide any additional
rights or benefits to the Holders of the Notes or that does not adversely affect
the rights hereunder of any Holder of the Note;

                  (e) to comply with requirements of the SEC in order to effect
or maintain the qualification of this Indenture under the TIA;

                  (f) to add to the covenants of the Company for the benefit of
the Holders or to surrender any right or power herein conferred upon the
Company; or

                  (g) to effect any change to the transfer and exchange
restrictions and Note delivery procedures contained in Article 2 in order to
conform with changes in any applicable law or Applicable Procedures.

                  Upon the request of the Company accompanied by a resolution of
its Board of Directors authorizing the execution of any such amended or
supplemental indenture, and upon receipt by the Trustee of the documents
described in Section 8.02 hereof, the Trustee shall join with the Company in the
execution of any amended or supplemental indenture authorized or permitted by
the terms of this Indenture and to make any further appropriate agreements and
stipulations that may be therein contained, but the Trustee shall not be
obligated to enter into such amended or supplemental indenture that affects its
own rights, duties or immunities under this Indenture or otherwise.

                  Section 10.02. WITH CONSENT OF HOLDERS OF NOTES.

                  Except as provided below in this Section 10.02, the Company
and the Trustee, may amend or supplement this Indenture and the Notes with the
consent of the


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Holders of a majority in aggregate principal amount of the then outstanding
Notes voting as a single class (including consents obtained in connection with a
tender offer or exchange offer for, or purchase of, the Notes), and, subject to
Sections 7.04 and 7.07 hereof, any existing Default or Event of Default (other
than a Default or Event of Default in the payment of the principal of, premium,
if any, or interest on the Notes, except a payment default resulting from an
acceleration that has been rescinded) or compliance with any provision of this
Indenture or the Notes may be waived with the consent of the Holders of a
majority in aggregate principal amount of the then outstanding Notes voting as a
single class (including consents obtained in connection with a tender offer or
exchange offer for, or purchase of, the Notes).

                  Notwithstanding the foregoing, without the consent of Holders
of a majority in aggregate principal amount of the then outstanding Notes voting
as a single class, the Company and the Trustee may not: (i) modify the
provisions (including the defined terms used therein) of Section 5.07 hereof in
a manner adverse to the Holders or (ii) release or modify any Lien granted to
the Holders of the Notes.

                  Upon the request of the Company accompanied by a resolution of
its Board of Directors authorizing the execution of any such amended or
supplemental indenture, and upon the filing with the Trustee of evidence
satisfactory to the Trustee of the consent of the Holders of Notes as aforesaid,
and upon receipt by the Trustee of the documents described in Section 8.02
hereof, the Trustee shall join with the Company in the execution of such amended
or supplemental indenture unless such amended or supplemental indenture directly
affects the Trustee's own rights, duties or immunities under this Indenture or
otherwise, in which case the Trustee may in its discretion, but shall not be
obligated to, enter into such amended or supplemental indenture.

                  It shall not be necessary for the consent of the Holders of
Notes under this Section 10.02 to approve the particular form of any proposed
amendment or waiver, but it shall be sufficient if such consent approves the
substance thereof.

                  After an amendment, supplement or waiver under this Section
10.02 becomes effective, the Company shall mail to the Holders of Notes affected
thereby a notice briefly describing the amendment, supplement or waiver. Any
failure of the Company to mail such notice, or any defect therein, shall not,
however, in any way impair or affect the validity of any such amended or
supplemental indenture or waiver. Subject to the provisions of this Section
10.02 and Sections 7.04 and 7.07 hereof, the Holders of a majority in aggregate
principal amount of the Notes then outstanding voting as a single class may
waive compliance in a particular instance by the Company with any provision of
this Indenture or the Notes. However, without the consent of each Holder
affected, an amendment or waiver under this Section 10.02 may not (with respect
to any Notes held by a non-consenting Holder):

                  (a) change the Stated Maturity on any Note, or reduce the
principal thereof or the rate (or extend the time for payment) of interest
thereon or any premium payable upon the redemption at the option of the Company
thereof, or change the place of


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payment where, or the coin or currency in which, any Note or any premium or the
interest thereon is payable, or impair the right to institute suit for the
enforcement of any such payment on or after the Stated Maturity thereof (or, in
the case of redemption at the option of the Company, on or after the redemption
date), or reduce the Change of Control Payment after the Change of Control has
occurred;

                  (b) alter the provisions (including the defined terms used
herein) regarding the right of the Company to redeem the Notes as a right, or at
the option, of the Company in a manner adverse to the Holders;

                  (c) reduce the percentage in principal amount of Notes
outstanding whose Holders must consent to an amendment, supplement or waiver
provided for in this Indenture; or

                  (d) modify any of the waiver provisions, except to increase
any required percentage or to provide that certain other provisions of this
Indenture cannot be modified or waived without the consent of the Holder of each
outstanding Note affected thereby.

                  Section 10.03. COMPLIANCE WITH TRUST INDENTURE ACT.

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

                  Section 10.04. REVOCATION AND EFFECT OF CONSENTS.

                  Until an amendment, supplement or waiver becomes effective, a
consent to it by a Holder of a Note is a continuing consent by the Holder of a
Note and every subsequent Holder of a Note or portion of a Note that evidences
the same debt as the consenting Holder's Note, even if notation of the consent
is not made on any Note. However, any such Holder of a Note or subsequent Holder
of a Note may revoke the consent as to its Note if the Trustee receives written
notice of revocation before the date the waiver, supplement or amendment becomes
effective. An amendment, supplement or waiver becomes effective in accordance
with its terms and thereafter binds every Holder. An amendment or waiver shall
become effective upon receipt by the Trustee of the requisite number of written
consents under Section 10.01 or 10.02 as applicable.

                  The Company may, but shall not be obligated to, fix a record
date for the purpose of determining the Holders of Notes entitled to give their
consent or take any other action described above or required or permitted to be
taken pursuant to this Indenture. If a record date is fixed, then
notwithstanding the immediately preceding paragraph, those Persons who held
Notes at such record date (or their duly designated proxies), and only those
Persons, shall be entitled to give such consent or to revoke any consent
previously given or to take any such action, whether or not such Persons
continue to be Holders after such record date.



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<Page>

                  Section 10.05. NOTATION ON OR EXCHANGE OF NOTES.

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

                  Failure to make the appropriate notation or issue a new Note
shall not affect the validity and effect of such amendment, supplement or
waiver.

                  Section 10.06. TRUSTEE TO SIGN AMENDMENTS. ETC.

                  Trustee shall sign any amended or supplemental indenture
authorized pursuant to this Article 10 if the amendment or supplement does not
adversely affect the rights, duties, liabilities or immunities of the Trustee
and all other conditions to the execution and delivery of such amendment or
supplement set forth in this Article 10 are fulfilled. The Company may not sign
an amendment or supplemental indenture until the Board of Directors approves it.
In executing any amended or supplemental indenture, the Trustee shall be
entitled to receive and (subject to Section 8.01 hereof) shall be fully
protected in relying upon an Officer's Certificate and an Opinion of Counsel
stating that the execution of such amended or supplemental indenture is
authorized or permitted by this Indenture and that such amendment is the legal,
valid and binding obligation of the Company, enforceable against it in
accordance with its terms, subject to customary exceptions, and complies with
the provisions hereof (including Section 10.03).

                                   ARTICLE 11.

                           SATISFACTION AND DISCHARGE

                  Section 11.01. SATISFACTION AND DISCHARGE OF INDENTURE.

                  This Indenture shall be discharged and will cease to be of
further effect as to all Notes issued hereunder, when either:

                  (a) all such Notes theretofore authenticated and delivered
(except lost, stolen or destroyed Notes which have been replaced or paid and
Notes for whose payment money has theretofore been deposited in trust and
thereafter repaid to the Company) have been delivered to the Trustee for
cancellation; or

                        (b) (i) all such Notes not theretofore delivered to such
                  Trustee for cancellation have become due and payable by reason
                  of the making of a notice of redemption, repurchase or
                  otherwise or will become due and payable within one year and
                  the Company has irrevocably deposited or caused to be
                  deposited with such Trustee as trust funds in trust an amount
                  of money sufficient to pay and discharge the entire
                  Indebtedness on such Notes not theretofore delivered to the


                                       74
<Page>

                  Trustee for cancellation for principal and accrued interest to
                  the date of maturity, redemption or repurchase;

                        (ii) no Default or Event of Default with respect to this
Indenture or the Notes shall have occurred and be continuing on the date of such
deposit or shall occur as a result of such deposit and such deposit will not
result in a breach or violation or constitute a default under, any other
instrument to which the Company is a party or by which the Company is bound;

                        (iii) the Company has paid or caused to be paid all sums
payable by it under this Indenture; and

                        (iv) the Company has delivered irrevocable written
instructions to the Trustee under this Indenture to apply the deposited money
toward the payment of such Notes at maturity or the redemption date, as the case
may be.

                  In addition, the Company must deliver an Officers' Certificate
and an Opinion of Counsel to the Trustee stating that all conditions precedent
to satisfaction and discharge have been satisfied.

                  Section 11.02. APPLICATION OF TRUST MONEY.

                  All money deposited with the Trustee pursuant to Section 11.01
hereof shall be held in trust and applied by it, in accordance with the
provisions of the Notes and this Indenture, to the payment, either directly or
through any Paying Agent (including the Company acting as Paying Agent) as the
Trustee may determine, to Persons entitled thereto, of the principal, premium,
if any, and interest for whose payment such money has been deposited with the
Trustee.

                  If the Trustee or Paying Agent is unable to apply any money or
Government Securities in accordance with Section 11.01 hereof by reason of any
legal proceeding or by reason of any order or judgment of any court or
governmental authority enjoining, restraining or otherwise prohibiting such
application, the Company's obligations under this Indenture and the Notes shall
be revived and reinstated as though such deposit had occurred pursuant to
Section 11.01 hereof; PROVIDED that if the Company has made any payment of
principal of, premium, if any, or interest on any Notes because of the
reinstatement of its obligations, the Company shall be subrogated to the rights
of the Holders of such Notes to receive such payment from the money or
Government Securities held by the Trustee or Paying Agent.

                                   ARTICLE 12.

                                  SUBORDINATION

                  Section 12.01. NOTES SUBORDINATED TO SENIOR INDEBTEDNESS.



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<Page>

                  The Company covenants and agrees, and each Holder of Notes
issued hereunder by its acceptance thereof likewise covenants and agrees, that
all Notes shall be issued subject to the provisions of this Article 12, and each
Person holding any Note, whether upon original issue or upon transfer or
assignment thereof, accepts and agrees to be bound by such provisions.

                  The payment of all amounts on account of all Notes issued
hereunder shall, to the extent and in the manner hereinafter set forth, be
subordinated and subject in right of payment to the prior payment in full of all
Senior Indebtedness, whether outstanding at the date of this Indenture or
thereafter created, assumed or guaranteed.

                  Section 12.02. NOTES SUBORDINATED TO PRIOR PAYMENT OF ALL
SENIOR INDEBTEDNESS ON DISSOLUTION, LIQUIDATION, REORGANIZATION, ETC. OF THE
COMPANY.

                  Upon the payment or distribution of the assets of the Company
of any kind or character, whether in cash, property or securities (including any
collateral at any time securing the Notes), to creditors upon any dissolution,
winding-up, liquidation or reorganization of the Company (whether voluntary or
involuntary, or in bankruptcy, insolvency, reorganization, liquidation,
receivership proceedings, or upon an assignment for the benefit of creditors, or
any other marshaling of the assets and liabilities of the Company, or
otherwise), then in such event:

                  (a) all Senior Indebtedness and the reasonable fees and
expenses of the Trustee shall first be paid in full, in cash, before any
payment is made on account of the Notes, whether by way of the payment of
principal of or interest on the indebtedness evidenced by the Notes, a
repurchase, redemption or other acquisition of the Notes or otherwise
(collectively, "PAY THE NOTES");

                  (b) any payment or distribution of assets of the Company of
any kind or character, whether in cash, property or securities (other than
securities of the Company as reorganized or readjusted, or securities of the
Company or any other Person provided for by a plan of reorganization or
readjustment, junior, or the payment of which is otherwise subordinate, at least
to the extent provided in this Article 12, with respect to the Notes, to the
payment of all Senior Indebtedness), to which the Holders or the Trustee on
behalf of the Holders would be entitled except for the provisions of this
Article 12, including any such payment or distribution which may be payable or
deliverable by reason of the payment of another debt of the Company being
subordinated to the payment of the Notes, shall be paid or delivered by any
debtor, custodian or other Person making such payment or distribution, directly
to the holders of the Senior Indebtedness or their representative or
representatives, or to the trustee or trustees under any indenture pursuant to
which any instruments evidencing any of such Senior Indebtedness have been
issued, ratably according to the aggregate amounts remaining unpaid on account
of the Senior Indebtedness held or represented by each, for application to
payment of all Senior Indebtedness remaining unpaid, to the extent necessary to
pay all Senior Indebtedness in full after giving effect to any concurrent
payment or distribution to or for the benefit of the holders of such Senior
Indebtedness; and



                                       76
<Page>

                  (c) in the event that, notwithstanding the foregoing
provisions of this Section 12.02, any payment or distribution of assets of the
Company of any kind or character, whether in cash, property or securities (other
than securities of the Company as reorganized or readjusted, or securities of
the Company or any other Person provided for by a plan of reorganization or
readjustment, junior, or the payment of which is otherwise subordinate, at least
to the extent provided for in this Article 12, with respect to the Notes, to the
payment of all Senior Indebtedness), shall be received by the Trustee or the
Holders before all Senior Indebtedness is paid in full, such payment or
distribution (subject to the provisions of Sections 12.06 and 12.07) shall be
held in trust for the benefit of, and shall be immediately paid or delivered by
the Trustee or such Holders, as the case may be, to, the holders of Senior
Indebtedness remaining unpaid or unprovided for, or their representative or
representatives, or to the trustee or trustees under any indenture pursuant to
which any instruments evidencing any of such Senior Indebtedness have been
issued, ratably according to the aggregate amounts remaining unpaid on account
of the Senior Indebtedness held or represented by each, for application to the
payment of all Senior Indebtedness remaining unpaid, to the extent necessary to
pay all Senior Indebtedness in full after giving effect to any concurrent
payment or distribution to or for the benefit of the holders of such Senior
Indebtedness.

                  The Company shall give prompt written notice to the Trustee of
any dissolution, winding-up, liquidation or reorganization of the Company.

                  Upon any distribution of assets of the Company referred to in
this Article 12, the Trustee, subject to the provisions of Sections 8.01 and
8.02, and the Holders shall be entitled to rely conclusively upon any order or
decree by any court of competent jurisdiction in which such dissolution,
winding-up, liquidation or reorganization proceeding is pending, or a
certificate of the liquidating trustee or agent or other Person making any
distribution to the Trustee or to the Holders, for the purpose of ascertaining
the Persons entitled to participate in such distribution, the holders of the
Senior Indebtedness and other indebtedness of the Company, the amount thereof or
payable thereon, the amount or amounts paid or distributed thereon and all other
facts pertinent thereto or to this Article 12.

                  Section 12.03. HOLDERS TO BE SUBROGATED TO RIGHT OF HOLDERS OF
SENIOR INDEBTEDNESS.

                  Subject to the prior payment in full of all Senior
Indebtedness then due, the Holders shall be subrogated to the rights of the
holders of Senior Indebtedness to receive payments or distributions of assets of
the Company applicable to the Senior Indebtedness until the principal of and
interest on the Notes shall be paid in full, and, for purposes of such
subrogation, no payments or distributions to the holders of Senior Indebtedness
of assets, whether in cash, property or securities, distributable to the holders
of Senior Indebtedness under the provisions hereof to which the Holders would be
entitled except for the provisions of this Article 12, and no payment pursuant
to the provisions of this Article 12 to the holders of Senior Indebtedness by
the Holders shall, as among the Company, its creditors other than the holders of
Senior Indebtedness, and the


                                       77
<Page>

Holders, be deemed to be a payment by the Company to or on account of Senior
Indebtedness, it being understood that the provisions of this Article 12 are,
and are intended, solely for the purpose of defining the relative rights of the
Holders, on the one hand, and the holders of Senior Indebtedness, on the other
hand.

                  Section 12.04. OBLIGATIONS OF THE COMPANY UNCONDITIONAL.

                  Nothing contained in this Article 12 or elsewhere in this
Indenture or in any Note is intended to or shall impair, as among the Company,
its creditors other than the holders of Senior Indebtedness, and the Holders,
the obligation of the Company, which is absolute and unconditional, to pay to
the Holders the principal of and interest on the Notes, as and when the same
shall become due and payable in accordance with the terms of the Notes, or to
affect the relative rights of the Holders and other creditors of the Company
other than the holders of Senior Indebtedness, nor shall anything herein or
therein prevent the Trustee or any Holder from exercising all remedies otherwise
permitted by applicable law upon the happening of an Event of Default under this
Indenture, subject to the provisions of Article 7, and the rights, if any, under
this Article 12 of the holders of Senior Indebtedness to receive assets, whether
in cash, property or securities, of the Company otherwise payable or deliverable
to the Trustee or such Holder upon the exercise of any such remedy.

                  Section 12.05. COMPANY NOT TO MAKE PAYMENT WITH RESPECT TO
NOTES IN CERTAIN CIRCUMSTANCES.

                  (a) Upon the happening of a default in payment (whether at
maturity or at a date fixed for prepayment or by acceleration or otherwise) of
the principal of, interest on or other amount due in respect of any Senior
Indebtedness, as such default is defined under or in respect of such Senior
Indebtedness or in any agreement pursuant to which such Senior Indebtedness has
been incurred, then, unless and until the amount of such Senior Indebtedness
then due shall have been paid in full or provision made therefor in a manner
satisfactory to the holders of such Senior Indebtedness, or such default shall
have been cured or waived or shall have ceased to exist, the Company shall not
pay the Notes.

                  (b) Upon the happening of an event of default with respect to
any Senior Indebtedness (other than under circumstances when the terms of
subsection (a) of this Section 12.05 are applicable), as such event of default
is defined under or in respect of such Senior Indebtedness or in any agreement
pursuant to which such Senior Indebtedness has been incurred, permitting the
holders thereof to immediately accelerate the maturity thereof, and upon written
notice thereof given to the Company and the Trustee by any one or more holders
of such Senior Indebtedness or their representative or representatives or to the
trustee or trustees under any indenture pursuant to which any instruments
evidencing any of such Senior Indebtedness have been issued (a "DEFAULT
NOTICE"), then, unless and until such event of default shall have been cured or
waived in writing by the holders of such Senior Indebtedness or shall have
ceased to exist, the Company shall not pay the Notes; PROVIDED, HOWEVER, that
this subsection (b) shall not prevent the making of any such payment (which is
not otherwise prohibited by subsection


                                       78
<Page>

(a) of this Section 12.05) for more than 180 days after the Default Notice shall
have been given unless the Senior Indebtedness in respect of which such event of
default exists has been declared due and payable in its entirety, in which case
no such payment may be made until such acceleration has been waived, rescinded
or annulled, or such Senior Indebtedness shall have been paid in full, or
payment thereof shall be duly provided for in cash or in any other manner
satisfactory to the holders of such Senior Indebtedness. Notwithstanding the
foregoing, not more than one Default Notice shall be given with respect to the
same issue of Senior Indebtedness within a period of 360 consecutive days, and
no event of default which existed or was continuing on the date of any Default
Notice and was known to the holders of such issue of Senior Indebtedness shall
be made the basis for the giving of a subsequent Default Notice by the holders
of such issue of Senior Indebtedness.

                  (c) In the event that, notwithstanding the foregoing
provisions of this Section 12.05, the Company shall pay the Notes and such
payment shall be received by the Trustee, any Holder or any Paying Agent (or, if
the Company is acting as its own Paying Agent, money for any such payment shall
be segregated and held in trust), after the happening of a default under any
Senior Indebtedness of the type specified in subsections (a) and (b) of this
Section 12.05, then, unless and until the amount of such Senior Indebtedness
then due shall have been paid in full, or provision made therefor or such
default shall have been cured or waived or shall have ceased to exist, such
payment (subject, in each case, to the provisions of Sections 12.06 and 12.07
and the proviso contained in subsection (b) of this Section 12.05) shall be held
in trust for the benefit of, and shall be immediately paid over to, the holders
of Senior Indebtedness or their representative or representatives or the trustee
or trustees under any indenture under which any instruments evidencing any of
the Senior Indebtedness may have been issued ratably according to the aggregate
amounts remaining unpaid on account of the Senior Indebtedness held or
represented by each, for application to the payment of all Senior Indebtedness
remaining unpaid to the extent necessary to pay all Senior Indebtedness in
accordance with its terms, after giving effect to any concurrent payment or
distribution to or for the benefit of the holders of Senior Indebtedness.

                  Section 12.06. NOTICE TO TRUSTEE.

                  The Company shall give prompt written notice to the Trustee of
any fact known to the Company which would prohibit the making of any payment to
or by the Trustee in respect of the Notes. Notwithstanding the provisions of
this Article 12 or any other provision of this Indenture, the Trustee shall not
at any time be charged with knowledge of the existence of any facts which would
prohibit the making of any payment to or by the Trustee, unless and until the
Trustee shall have received written notice thereof from the Company or from the
holder or holders of Senior Indebtedness or from their representative or
representatives or from the trustee or trustees under any indenture pursuant to
which any instruments evidencing any of such Senior Indebtedness have been
issued; and, prior to the receipt of any such written notice, the Trustee,
subject to the provisions of Sections 8.01 and 8.02, shall be entitled to assume
conclusively that such facts do not exist.



                                       79
<Page>

                  The Trustee shall be entitled to rely conclusively on the
delivery to it of a written notice by a Person representing himself or herself
to be a holder of Senior Indebtedness (or a representative of such holder or the
trustee under any indenture pursuant to which any instruments evidencing any of
such Senior Indebtedness have been issued) to establish that such notice has
been given by a holder of Senior Indebtedness or a representative of any such
holder. In the event that the Trustee determines in good faith that further
evidence is required with respect to the right of any Person as a holder of
Senior Indebtedness to participate in any payment or distribution pursuant to
this Article 12, the Trustee may request such Person to furnish evidence to the
reasonable satisfaction of the Trustee as to the amount of Senior Indebtedness
held by such Person, the extent to which such Person is entitled to participate
in such payment or distribution and any other facts pertinent to the rights of
each Person under this Article 12, and, if such evidence is not furnished, the
Trustee may defer any payment to such Person pending judicial determination as
to the right of such Person to receive such payment.

                  Section 12.07. APPLICATION BY TRUSTEE OF MONEY DEPOSITED WITH
IT.

                  Money deposited in trust with the Trustee pursuant to Section
11.01 and not in violation of this Article 12 shall be for the sole benefit of
Holders and shall thereafter not be subject to the subordination provisions of
this Article 12, otherwise, any deposit of money by the Company with the Trustee
or any Paying Agent (whether or not in trust) for the payment of the principal
of or interest on any Notes shall be subject to the provisions of Sections
12.01, 12.02, 12.03 and 12.05; except that, if two Business Days prior to the
date on which by the terms of this Indenture any such money may become payable
for any purpose (including, without limitation, the payment of either the
principal of or interest on any Note) the Trustee shall not have received with
respect to such money the notice provided for in Section 12.06, then the Trustee
or any Paying Agent shall have full power and authority to receive such money
and to apply such money to the purpose for which it was received, and shall not
be affected by any notice to the contrary which may be received by it on or
after such date. This Section 12.07 shall be construed solely for the benefit of
the Trustee and the Paying Agent and shall not otherwise affect the rights that
holders of Senior Indebtedness may have to recover any such payments from the
Holders in accordance with the provisions of this Article 12.

                  Section 12.08. SUBORDINATION RIGHTS NOT IMPAIRED BY ACTS OR
OMISSIONS OF COMPANY OR HOLDERS OF SENIOR INDEBTEDNESS.

                  No right of any present or future holders of any Senior
Indebtedness to enforce subordination, as herein provided, shall at any time in
any way be prejudiced or impaired by any act or failure to act on the part of
the Company or by any act or failure to act, in good faith, by any such holder,
or by any noncompliance by the Company with the terms, provisions and covenants
of this Indenture, regardless of any knowledge thereof which any such holder may
have or be otherwise charged with. The holders of any Senior Indebtedness may
extend, renew, modify or amend the terms of such Senior Indebtedness or any Note
therefor and release, sell or exchange such Note and otherwise deal freely with
the Company, all without affecting the liabilities and obligations of the
parties to


                                       80
<Page>

this Indenture or the Holders. No provision in any supplemental indenture which
affects the superior position of the holders of the Senior Indebtedness shall be
effective against the holders of the Senior Indebtedness unless the holders of
such Senior Indebtedness (required pursuant to the terms of such Senior
Indebtedness to give such consent) have consented thereto.

                  Section 12.09. TRUSTEE TO EFFECTUATE SUBORDINATION.

                  Each Holder of a Note by its acceptance thereof authorizes and
directs the Trustee on its behalf to take such action as may be necessary or
appropriate to effectuate the subordination provided in this Article 12 and
appoints the Trustee its attorney-in-fact for any and all such purposes.

                  Section 12.10. RIGHT OF TRUSTEE TO HOLD SENIOR INDEBTEDNESS.

                  The Trustee, in its individual capacity, shall be entitled to
all of the rights set forth in this Article 12 in respect of any Senior
Indebtedness at any time held by it to the same extent as any other holder of
Senior Indebtedness, and nothing in this Indenture shall be construed to deprive
the Trustee of any of its rights as such holder.

                  Nothing in this Article shall apply to claims of, or payments
to, the Trustee under or pursuant to Section 8.07.

                  Section 12.11. ARTICLE NOT TO PREVENT EVENTS OF DEFAULT.

                  The failure to make a payment on account of the principal of
or interest on the Notes by reason of any provision in this Article 12 shall not
be construed as preventing the occurrence of an Event of Default under Section
7.01.

                  Section 12.12. NO FIDUCIARY DUTY CREATED TO HOLDERS OF SENIOR
INDEBTEDNESS.

                  Notwithstanding any other provision in this Article 12, the
Trustee shall not be deemed to owe any fiduciary duty to the holders of Senior
Indebtedness by virtue of the provisions of this Article 12.

                  Section 12.13. ARTICLE APPLICABLE TO PAYING AGENTS.

                  In case at any time any Paying Agent other than the Trustee
shall have been appointed by the Company and be then acting hereunder, the term
"Trustee" as used in this Article 12 shall in such case (unless the context
shall otherwise require) be construed as extending to and including such Paying
Agent within its meaning as fully for all intents and purposes as if such Paying
Agent were named in this Article 12 in addition to or in place of the Trustee;
PROVIDED, HOWEVER, that Sections 12.06, 12.10 and 12.12 shall not apply to the
Company if it acts as Paying Agent.



                                       81
<Page>

                                   ARTICLE 13.

                                  MISCELLANEOUS

                  Section 13.01. TRUST INDENTURE ACT CONTROLS.

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

                  Section 13.02. NOTICES.

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

                  If to the Company:

                  Metromedia Fiber Network, Inc.
                  One North Lexington Avenue
                  White Plains, NY 10601
                  Attention:  Chief Financial Officer

                  With a copy to:

                  Metromedia Company
                  One Meadowlands Plaza
                  East Rutherford, NJ 07073-2137
                  Attention:  General Counsel

                  and a copy to:

                  Paul, Weiss, Rifkind, Wharton & Garrison
                  1285 Avenue of the Americas
                  New York, New York 10019
                  Attention:  Douglas A. Cifu, Esq.

                  If to the Trustee:

                  U.S. Bank Trust National Association
                  180 East Fifth Street
                  Suite 200
                  St. Paul, Minnesota 55101
                  Attention:  Corporate Trust Administration

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



                                       82
<Page>

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

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

                  If a notice or communication is mailed in the manner provided
above within the time prescribed, it is duly given, whether or not the addressee
receives it, except that any notice or communication to the Trustee shall be
deemed to have been duly given to the Trustee when received at the Corporate
Trust Office of the Trustee.

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

                  Section 13.03. COMMUNICATION BY HOLDERS OF NOTES WITH OTHER
HOLDERS OF NOTES.

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

                  Section 13.04. CERTIFICATE AND OPINION AS TO CONDITIONS
PRECEDENT.

                  Upon any request or application by the Company to the Trustee
to take any action under this Indenture, except with respect to the initial
authentication of Notes on the date of this Indenture, the Company shall furnish
to the Trustee:

                  (a) an Officers' Certificate in form and substance reasonably
satisfactory to the Trustee (which shall include the statements set forth in
Section 13.05 hereof) stating that, in the opinion of the signers, all
conditions precedent and covenants, if any, provided for in this Indenture
relating to the proposed action have been satisfied; and

                  (b) an Opinion of Counsel in form and substance reasonably
satisfactory to the Trustee (which shall include the statements set forth in
Section 13.05 hereof) stating that, in the opinion of such counsel, all such
conditions precedent and covenants have been satisfied.

                  Section 13.05. STATEMENTS REQUIRED IN CERTIFICATE OR OPINION.



                                       83
<Page>

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

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

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

                  (c) a statement that, in the opinion of such Person, he or she
has or they have made such examination or investigation as is necessary to
enable him to express an informed opinion as to whether or not such covenant or
condition has been satisfied; and

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

                  Section 13.06. RULES BY TRUSTEE AND AGENTS.

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

                  Section 13.07. NO PERSONAL LIABILITY OF DIRECTORS, OFFICERS,
EMPLOYEES AND SHAREHOLDERS.

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

                  Section 13.08. GOVERNING LAW.

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

                  Section 13.09. CONSENT TO JURISDICTION AND SERVICE.

                  To the fullest extent permitted by applicable law, the Company
hereby irrevocably submits to the jurisdiction of any Federal or State court
located in the Borough of Manhattan in The City of New York, New York in any
suit, action or proceeding based on or arising out of or relating to this
Indenture or any Notes, and irrevocably agree that all claims in respect of such
suit or proceeding may be determined


                                       84
<Page>

in any such court. The Company irrevocably waives, to the fullest extent
permitted by law, any objection which they may have to the laying of the venue
of any such suit, action or proceeding brought in such a court and any claim
that any suit, action or proceeding brought in such a court has been brought in
an inconvenient forum. The Company agrees that final judgment in any such suit,
action or proceeding brought in such a court shall be conclusive and binding
upon the Company and may be enforced in the courts of any jurisdiction to which
the Company is subject to a suit upon such judgment, PROVIDED that service of
process is effected upon the Company in the manner specified herein or as
otherwise permitted by law. To the extent that the Company has or hereafter may
acquire any immunity from jurisdiction of any court or from any legal process
with respect to itself or its property, the Company hereby irrevocably waives
such immunity in respect of its obligations under this Indenture, to the extent
permitted by law.

                  Section 13.10. NO ADVERSE INTERPRETATION OF OTHER AGREEMENTS.

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

                  Section 13.11. SUCCESSORS.

                  All agreements of the Company in this Indenture and the Notes
shall bind its successors. All agreements of the Trustee in this Indenture shall
bind its successors.

                  Section 13.12. SEVERABILITY.

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

                  Section 13.13. COUNTERPART ORIGINALS.

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

                  Section 13.14. TABLE OF CONTENTS, HEADINGS, ETC.

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

                      [Indenture signature page(s) follow]


                                       85
<Page>



                           [Indenture signature page]

Dated as of October      , 2001

                                 METROMEDIA FIBER NETWORK, INC.


                                 By: /s/ Nick Tanzi
                                    ------------------------------------
                                    Name:  Nick Tanzi
                                    Title: President & CEO


                                 U.S. BANK TRUST NATIONAL ASSOCIATION


                                 By: /s/ U.S. Bank Trust National Association
                                    -------------------------------------------
                                    Name:  U.S. Bank Trust National Association
                                    Title:





                                       86

<Page>

                                    EXHIBIT A

                                 (FACE OF NOTE)

                              [GLOBAL NOTE LEGEND]

         "THIS GLOBAL NOTE IS HELD BY THE DEPOSITARY (AS DEFINED IN THE
         INDENTURE GOVERNING THIS NOTE) OR ITS NOMINEE IN CUSTODY FOR THE
         BENEFIT OF THE BENEFICIAL OWNERS HEREOF, AND IS NOT TRANSFERABLE TO ANY
         PERSON UNDER ANY CIRCUMSTANCES EXCEPT THAT (I) THE TRUSTEE MAY MAKE
         SUCH NOTATIONS HEREON AS MAY BE REQUIRED PURSUANT TO SECTION 2.06 OF
         THE INDENTURE, (II) THIS GLOBAL NOTE MAY BE EXCHANGED IN WHOLE BUT NOT
         IN PART PURSUANT TO SECTION 2.06(a) OF THE INDENTURE, (III) THIS GLOBAL
         NOTE MAY BE DELIVERED TO THE TRUSTEE FOR CANCELLATION PURSUANT TO
         SECTION 2.11 OF THE INDENTURE AND (IV) THIS GLOBAL NOTE MAY BE
         TRANSFERRED TO A SUCCESSOR DEPOSITARY WITH THE PRIOR WRITTEN CONSENT OF
         THE COMPANY."

                           [PRIVATE PLACEMENT LEGEND]

         "THE NOTES EVIDENCED HEREBY HAVE NOT BEEN REGISTERED UNDER THE
         SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR OTHER
         SECURITIES LAWS. NEITHER THIS NOTE NOR ANY INTEREST OR PARTICIPATION
         HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED,
         ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION
         UNLESS THE TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, THE
         REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND HEDGING
         TRANSACTIONS INVOLVING THESE NOTES MAY NOT BE CONDUCTED UNLESS IN
         COMPLIANCE WITH THE SECURITIES ACT. THE HOLDER OF THIS SECURITY BY ITS
         ACCEPTANCE HEREOF (1) REPRESENTS THAT (A) IT IS A "QUALIFIED
         INSTITUTIONAL BUYER" (AS DEFINED IN RULE 144A UNDER THE SECURITIES
         ACT), (B) IT IS NOT A U.S. PERSON AND IS ACQUIRING ITS NOTE IN AN
         "OFFSHORE TRANSACTION" PURSUANT TO RULE 903 OR 904 OF REGULATION S
         UNDER THE SECURITIES ACT OR (C) IT IS AN INSTITUTIONAL "ACCREDITED
         INVESTOR" WITHIN THE MEANING OF SUBPARAGRAPH (a)(1), (2), (3) OR (7) OF
         RULE 501 UNDER THE SECURITIES ACT THAT IS PURCHASING 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,
         (2) AGREES THAT IT WILL NOT PRIOR TO (X) THE DATE WHICH IS TWO YEARS
         (OR SUCH SHORTER PERIOD OF TIME AS PERMITTED BY RULE 144(K) UNDER THE
         SECURITIES ACT OR ANY SUCCESSOR


                                       A-1
<Page>

         PROVISION THEREUNDER) AFTER THE LATER OF THE ORIGINAL ISSUE DATE
         HEREOF (OR OF ANY PREDECESSOR OF THIS NOTE) OR THE LAST DAY ON WHICH
         THE COMPANY OR ANY AFFILIATE OF THE COMPANY WAS THE OWNER OF ANY
         NOTE (OR ANY PREDECESSOR OF THIS NOTE) AND (Y) SUCH LATER DATE, IF
         ANY, AS MAY BE REQUIRED BY APPLICABLE LAW (THE "RESALE RESTRICTION
         TERMINATION DATE"), OFFER, SELL OR OTHERWISE TRANSFER THIS NOTE
         EXCEPT (A) TO THE COMPANY, (B) PURSUANT TO A REGISTRATION STATEMENT
         WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (C) FOR
         SO LONG AS THE NOTES 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 WHOM NOTICE IS GIVEN THAT THE TRANSFER IS
         BEING MADE IN RELIANCE ON RULE 144A INSIDE THE UNITED STATES, (D)
         PURSUANT TO OFFERS AND SALES TO NON-U.S. PERSONS THAT OCCUR OUTSIDE
         THE UNITED STATES WITHIN THE MEANING OF REGULATION S UNDER THE
         SECURITIES ACT, (E) 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 PURCHASING 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
         OR (F) PURSUANT TO ANY OTHER AVAILABLE EXEMPTION FROM THE
         REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND (3) AGREES THAT
         IT WILL GIVE TO EACH PERSON TO WHOM THIS NOTE IS TRANSFERRED A
         NOTICE SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND; PROVIDED THAT THE
         COMPANY SHALL HAVE THE RIGHT PRIOR TO ANY SUCH OFFER, SALE OR
         TRANSFER (I) PURSUANT TO CLAUSE (D) OR (F) TO REQUIRE THE DELIVERY
         OF AN OPINION OF COUNSEL, CERTIFICATION AND/OR OTHER INFORMATION
         SATISFACTORY TO IT, AND (II) IN EACH OF THE FOREGOING CASES, TO
         REQUIRE THAT A CERTIFICATION OF TRANSFER IN THE FORM APPEARING IN
         THE INDENTURE GOVERNING THIS NOTE IS COMPLETE 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.
         AS USED HEREIN, THE TERMS "OFFSHORE TRANSACTION," "UNITED STATES"
         AND "U.S. PERSON" HAVE THE MEANINGS GIVEN TO THEM BY REGULATIONS
         UNDER THE SECURITIES ACT."


                                       A-2
<Page>


                                                                 CUSIP
                                                                       ---------


         6.15% [SERIES A] [SERIES B] CONVERTIBLE SUBORDINATED NOTES DUE 2010

No.                                         $

                         METROMEDIA FIBER NETWORK, INC.

promises to pay to [INSERT IF A GLOBAL NOTE: Cede & Co.] [INSERT IF A DEFINITIVE

NOTE: ____________] or registered assigns, the principal sum of

Dollars ($ ) on March 16, 2010.

                  Interest Payment Dates: March 15th and September 15th,
                                          commencing March 15, 2002

                    Record Dates: March 1st and September 1st

                                  METROMEDIA FIBER NETWORK, INC.



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



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


                                       A-3
<Page>



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



U.S.  Bank Trust National Association,
as Trustee


By:                                     Dated:
   --------------------------------           ---------------------------------
     Authorized Signatory


                                       A-4
<Page>

                                 (Back of Note)

         6.15% [Series A] [Series B] Convertible Subordinated Notes due 2010

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

                  1. INTEREST. Metromedia Fiber Network, Inc., a Delaware
corporation (the "COMPANY"), promises to pay interest on the principal amount of
this Note at 6.15% per annum. The Company shall pay interest semi-annually on
March 15th and September 15th of each year, or if any such day is not a Business
Day, on the next succeeding Business Day (each an "INTEREST PAYMENT DATE").
Interest on the Notes shall accrue from the most recent date to which interest
has been paid or, if no interest has been paid, from the date of issuance, or if
the date of issuance is after September 15, 2001, from September 15, 2001;
PROVIDED that the first Interest Payment Date shall be March 15, 2002. The
Company shall pay interest (including post-petition interest in any proceeding
under any Bankruptcy Law) on overdue principal and premium, if any, from time to
time on demand at a rate that is 1.0% per annum in excess of the rate then in
effect; it shall pay interest (including post-petition interest in any
proceeding under any Bankruptcy Law) on overdue installments of interest
(without regard to any applicable grace periods) from time to time on demand at
the same rate to the extent lawful. Interest shall be computed on the basis of a
360-day year of twelve 30-day months.

                  2. METHOD OF PAYMENT. The Company shall pay interest on the
Notes (except defaulted interest) to the Persons who are registered Holders of
Notes at the close of business on the March 1st or September 1st next preceding
the Interest Payment Date, even if such Notes are canceled after such Record
Date and on or before such Interest Payment Date, except as provided in Section
2.12 of the Indenture with respect to defaulted interest. The Notes shall be
payable as to principal and interest at the office or agency of the Company
maintained for such purpose within or outside of the City and State of New York,
or, at the option of the Company, payment of interest may be made by check
mailed to the Holders at their addresses set forth in the register of Holders
kept by the Registrar, and provided that payment by wire transfer of immediately
available funds shall be required with respect to principal of and interest on,
all Global Notes and all other Notes the Holders of which shall have provided
wire transfer instructions to the Company or the Paying Agent. Such payment
shall be in such currency of the United States of America as at the time of
payment is legal tender for payment of public and private debts.

                  3. PAYING AGENT, CONVERSION AGENT AND REGISTRAR. U.S. Bank
Trust National Association, the Trustee under the Indenture, shall act as Paying
Agent, Conversion Agent and Registrar. The Company may change any Paying Agent,
Conversion Agent or Registrar without notice to any Holder. The Company or any
of its Subsidiaries may act in any such capacity.

                  4. INDENTURE. This Note is one of a duly authorized issue of
Notes of the Company, designated as its 6.15% [Series A] [Series B] Convertible
Subordinated Notes due March 16, 2010, limited to the aggregate principal amount
of $975,281,000,


                                      A-5
<Page>

all issued or to be issued under and pursuant to an Indenture dated as of
October 1, 2001 (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 1939, as amended (15
U.S. Code Sections 77aaa-77bbbb) (the "TIA"). The Notes are subject to all such
terms, and Holders are referred to the Indenture and the TIA for a statement of
such terms. To the extent any provision of this Note conflicts with the express
provisions of the Indenture, the provisions of the Indenture shall govern and be
controlling.

                  5. OPTIONAL REDEMPTION.

                  The Notes shall not be redeemable at the Company's option
prior to March 17, 2005. Thereafter, the Notes shall be subject to redemption at
any time at the option of the Company, in whole or in part upon not less than 45
nor more than 60 days' notice, at the redemption prices (expressed as
percentages of principal amount) set forth below, plus accrued and unpaid
interest thereon to the applicable redemption date (subject to the right of
Holders of record on the relevant Record Date to receive interest due on the
relevant Interest Payment Date), if redeemed during the twelve-month period
beginning on March 15th (March 17th for the year 2005) of the years indicated
below:

<Table>
<Caption>

                                                                              PERCENTAGE OF
                                                                                PRINCIPAL
YEAR                                                                             AMOUNT
----                                                                         --------------
<S>                                                                          <C>
2005  ............................................................              102.733%
2006  ............................................................              102.050%
2007  ............................................................              101.367%
2008  ............................................................              100.683%
2009 and thereafter  .............................................              100.000%

</Table>

                  Any redemption pursuant to this Section 5 shall be made
pursuant to the provisions of Section 3.01 through 3.06 of the Indenture.

                  6. MANDATORY REDEMPTION. The Company shall not be required to
make mandatory redemption or sinking fund payments with respect to the Notes.

                  7. REPURCHASE AT OPTION OF HOLDER. Upon the occurrence of a
Change of Control, each Holder of Notes will have the right to require the
Company to purchase all or any part (equal to $1,000 or an integral multiple
thereof) of such Holder's Notes pursuant to the offer described below (the
"CHANGE OF CONTROL OFFER") at a purchase price in cash equal to 100% of the
aggregate principal amount thereof (the "CHANGE OF CONTROL PAYMENT") plus
accrued and unpaid interest and premium, if any, thereon to the date of purchase
(subject to the right of Holders of record on the relevant Record Date to
receive interest and premium, if any, due on the relevant Interest Payment
Date); PROVIDED, HOWEVER, that the Company shall not be obligated to repurchase
Notes pursuant to this covenant in the event that it has exercised its rights to
redeem all of the Notes as described in Section 3.07 of the Indenture. Within 30
days following any


                                      A-6
<Page>

Change of Control, the Company will mail a notice to each Holder setting forth
the procedures governing the Change of Control Offer as required by the
Indenture.

                  8. CONVERSION OF NOTE BY HOLDER.

                  (a) Subject to the provisions of Section 4.01 of the
Indenture, a Holder of a Note may convert such Note at the [Series A] [Series B]
Conversion Price then in effect into Class A Common Stock (i) at any time after
the Regulatory Relief Date, if at such time such Holder is a Regulated Person,
or (ii) at any time, if such Holder is not a Regulated Person. The number of
shares of Class A Common Stock issuable upon conversion of a Note shall be
determined by dividing the principal amount of the Note or portion thereof
surrendered for conversion by the [Series A] [Series B] Conversion Price in
effect on the Conversion Date. The conversion price [for the Series A
Convertible Notes shall initially be $3.00 (the "SERIES A CONVERSION PRICE")]
[for the Series B Convertible Notes shall initially be $17.00 (the "SERIES B
CONVERSION PRICE")]. All conversions shall be made pursuant to the provisions of
Sections 4.01 through 4.13 of the Indenture.

                  (b) A Holder of Notes may convert a portion of a Note equal to
$1,000 or any integral multiple thereof; PROVIDED, HOWEVER, that provisions of
Article 4 of the Indenture that apply to conversion of all of a Note also apply
to conversion of a portion of a Note.

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

                  (d) In the event that (a) the Company takes any action which
would require an adjustment in the [Series A] [Series B] Conversion Price; (b)
the Company consolidates or merges with, or transfers all or substantially all
of its property and assets to, another corporation and shareholders of the
Company must approve the transaction; or (c) there is a dissolution or
liquidation of the Company, the Company shall mail to the Holders and file with
the Trustee a notice stating the proposed record or effective date, as the case
may be. The Company shall mail the notice before such date to the same extent as
such notice is mailed to the stockholders of the Company.

                  (e) The [Series A] [Series B] Conversion Price shall be
adjusted from time to time by the Company as follows:

                  (i) In case the Company shall (A) pay a dividend in shares of
Class A Common Stock to the holders of the Class A Common Stock, (B) make a
distribution in shares of Class A Common Stock to the holders of the Class A
Common Stock, (C) subdivide or split its outstanding Class A Common Stock into a
larger number of shares, or (D) combine its outstanding Class A Common Stock
into a smaller number of shares, the [Series A] [Series B] Conversion Price in
effect immediately prior thereto shall be adjusted so that the Holder of any
Note thereafter surrendered for conversion shall be entitled to receive that
number of shares of Class A Common Stock which it would have


                                      A-7
<Page>

owned or been entitled to receive had such Note been converted immediately
prior to the happening of such event. An adjustment made pursuant to this
subsection (i) shall become effective as of the close of business on the
record date in the case of a dividend in shares or distribution and shall
become effective as of the close of business on the effective date in the
case of a subdivision, split or combination.

                  (ii)In case the Company shall issue rights or warrants to all
or substantially all holders of its Class A Common Stock entitling them (for a
period commencing no earlier than the record date described below and expiring
not more than 60 days after such record date) to subscribe for or purchase
shares of Class A Common Stock (or securities convertible into Class A Common
Stock) at a price per share less than the Current Market Price per share of
Class A Common Stock (as determined in accordance with subsection (vii) of this
Section 8(e)) at the record date for the determination of shareholders entitled
to receive such rights or warrants, the [Series A] [Series B] Conversion Price
in effect as of the close of business on the record date thereto shall be
adjusted so that the same shall equal the price determined by multiplying the
[Series A] [Series B] Conversion Price in effect on the record date by a
fraction of which the numerator shall be the number of shares of Class A Common
Stock outstanding on such record date, plus the number of shares which the
aggregate offering price of the total number of shares of Class A Common Stock
so offered (or the aggregate conversion price of the convertible notes so
offered) would purchase at such Current Market Price, and of which the
denominator shall be the number of shares of Class A Common Stock outstanding on
such record date plus the number of additional shares of Class A Common Stock
offered (or into which the convertible notes so offered are convertible). Such
adjustment shall be made successively whenever any such rights, warrants or
convertible notes are issued, and shall become effective as of the close of
business on such record date. If at the end of the period during which such
rights or warrants are exercisable not all rights or warrants shall have been
exercised, the adjusted [Series A] [Series B] Conversion Price shall be
immediately readjusted to what it would have been based upon the number of
additional shares of Class A Common Stock actually issued (or the number of
shares of Class A Common Stock issuable upon conversion of convertible notes
actually issued).

                  (iii) In case the Company shall, by dividend or otherwise,
distribute to all holders of its Common Stock, cash (excluding (x) any regular
cash dividend on the Common Stock to the extent that the aggregate cash dividend
per share of Common Stock in any four fiscal quarters does not exceed the
greater of (A) the amount per share of Common Stock of the cash dividend on the
Common Stock for the preceding four fiscal quarters to the extent that such
dividend for the preceding four fiscal quarters did not require any adjustment
of the [Series A] [Series B] Conversion Price pursuant to this Section 8(e)(iii)
(as adjusted to reflect subdivisions or combinations of the Common Stock), and
(B) 3.75% of the arithmetic average of the Closing Prices (as set forth in
Section 8(e)(vii)) during the ten Trading Days immediately prior to the date of
declaration of such dividend, (y) any dividend or distribution in connection
with the liquidation, dissolution or winding up of the Company, whether
voluntary or involuntary, and (z) any cash that is distributed as part of a
distribution requiring a [Series A] [Series B] Conversion Price adjustment
pursuant to Section 8(e)(v)), then, in such case, the [Series A] [Series B]
Conversion Price shall be decreased so that the same shall equal the


                                      A-8
<Page>

price determined by multiplying the [Series A] [Series B] Conversion Price in
effect immediately prior to the close of business on the record date of such
action by a fraction of which the numerator shall be the Current Market Price of
the Class A Common Stock on such record date less the amount of cash so
distributed (and not excluded as provided above) applicable to one share of
Common Stock and the denominator shall be the Current Market Price of the Class
A Common Stock on such record date, such decrease shall be effective immediately
prior to the opening of business on the day following the record date of such
action; PROVIDED, HOWEVER, that in the event the portion of cash so distributed
applicable to one share of Common Stock is equal to or greater than the Current
Market Price of the Class A Common Stock on such record date, in lieu of the
foregoing adjustment, adequate provision shall be made so that each Holder shall
have the right to receive upon conversion the amount of cash such Holder would
have received had such Holder converted each Note on the record date. In the
event that such dividend or distribution is not so paid or made, the [Series A]
[Series B] Conversion Price shall again be adjusted to be the [Series A] [Series
B] Conversion Price which would then be in effect if such dividend or
distribution had not been declared. If any adjustment is required to be made as
set forth in this Section 8(e)(iii) as a result of a distribution that is a
regular dividend, such adjustment shall be based upon the amount by which such
distribution exceeds the amount of the regular cash dividend permitted to be
excluded pursuant hereto. If an adjustment is required to be made as set forth
in this Section 8(e)(iii) above as a result of a distribution that is not a
regular dividend, such adjustment shall be based upon the full amount of the
distribution.

                  (iv)In case a tender or exchange offer made by the Company or
any Subsidiary of the Company for all or any portion of the Common Stock shall
expire and such tender or exchange offer (as amended upon the expiration
thereof) shall require the payment to stockholders of consideration per share of
Common Stock having a fair market value (as determined by the Board of
Directors, whose determination shall be conclusive and described in a Board
Resolution) that, as of the last time (the "EXPIRATION TIME") tenders or
exchanges may be made pursuant to such tender or exchange offer (as it may be
amended), exceeds the Current Market Price of the Class A Common Stock on the
Trading Day next succeeding the Expiration Time, the [Series A] [Series B]
Conversion Price shall be decreased so that the same shall equal the price
determined by multiplying the [Series A] [Series B] Conversion Price in effect
immediately prior to the Expiration Time by a fraction of which the numerator
shall be the product of the number of Class A Common Stock outstanding
(including any tendered or exchanged shares) on the Expiration Time multiplied
by the Current Market Price of the Class A Common Stock on the Trading Day next
succeeding the Expiration Time, less the fair market value (determined as
aforesaid) of the aggregate consideration payable to stockholders based on the
acceptance (up to any maximum specified in the terms of the tender or exchange
offer) of all shares validly tendered or exchanged and not withdrawn as of the
Expiration Time (the shares deemed so accepted, up to any such maximum, being
referred to as the "PURCHASED SHARES") and the denominator shall be the product
of the number of Class A Common Stock outstanding (less any Purchased Shares) on
the Expiration Time and the Current Market Price of the Class A Common Stock on
the Trading Day next succeeding the Expiration Time, such reduction to become
effective immediately prior to the opening of business on the day following the
Expiration Time. In the event that the


                                      A-9
<Page>

Company is obligated to purchase shares pursuant to any such tender or exchange
offer, but the Company is permanently prevented by applicable law from effecting
any such purchases or all such purchases are rescinded, the [Series A] [Series
B] Conversion Price shall again be adjusted to be the [Series A] [Series B]
Conversion Price which would then be in effect if such tender or exchange offer
has not been made.

                  (v) In case the Company shall distribute to all or
substantially all holders of its Class A Common Stock any shares of capital
stock of the Company (other than Class A Common Stock), evidences of
indebtedness or other non-cash assets (including securities of any Person), or
shall distribute to all holders of its Class A Common Stock rights or warrants
to subscribe for or purchase any of its securities (excluding those referred to
in subsection (ii) of this Section 8(e), then in each such case the [Series A]
[Series B] Conversion Price shall be adjusted so that the same shall equal the
price determined by multiplying the [Series A] [Series B] Conversion Price in
effect as of the close of business on the record date for such distribution by a
fraction of which the numerator shall be the Current Market Price of the Class A
Common Stock on the record date mentioned below less the fair market value on
such record date (as reasonably determined by the Board of Directors, whose
determination shall be conclusive evidence of such fair market value and set
forth in a Board Resolution delivered to the Trustee in an Officers'
Certificate) of the portion of the capital stock, evidences of indebtedness or
other assets so distributed or of such rights or warrants applicable to one
share of Class A Common Stock (determined on the basis of the number of shares
of Class A Common Stock outstanding on the record date), and of which the
denominator shall be the Current Market Price per share (as determined in
accordance with subsection (vii) of this Section 8(e)) of the Class A Common
Stock on such record date. Such adjustment shall become effective as of the
close of business on the record date for the determination of shareholders
entitled to receive such distribution. Notwithstanding the foregoing, in the
event that the Company shall distribute rights or warrants (other than those
referred to in subsection (ii) of this Section 8(e)) ("RIGHTS") pro rata to
holders of Class A Common Stock, the Company may, in lieu of making any
adjustment pursuant to this Section 8(e), make proper provision so that each
holder of a Note who converts such Note (or any portion thereof) after the
record date for such distribution and prior to the expiration or redemption of
the Rights shall be entitled to receive upon such conversion, in addition to the
shares of Class A Common Stock issuable upon such conversion (the "CONVERSION
SHARES"), a number of Rights to be determined as follows: (i) if such conversion
occurs on or prior to the date for the distribution to the holders of Rights of
separate certificates evidencing such Rights (the "DISTRIBUTION DATE"), the same
number of Rights to which a holder of a number of shares of Class A Common Stock
equal to the number of Conversion Shares is entitled at the time of such
conversion in accordance with the terms and provisions of and applicable to the
Rights and (ii) if such conversion occurs after the Distribution Date, the same
number of Rights to which a holder of the number of shares of Class A Common
Stock into which the principal amount of the Note so converted was convertible
as of the close of business on the Distribution Date would have been entitled on
the Distribution Date in accordance with the terms and provisions of and
applicable to the Rights.

                  (vi)In case of a tender or exchange offer made by a Person
other than the Company or any Subsidiary of the Company for an amount which
increases the offeror's


                                      A-10
<Page>

ownership of Class A Common Stock to more than 35% of the Class A Common Stock
outstanding and shall involve the payment by such Person of consideration per
share of Class A Common Stock having a fair market value (as determined by the
Board of Directors, whose determination shall be conclusive, and described in a
Board Resolution) at the last time (the "TENDER EXPIRATION TIME") tenders or
exchanges may be made pursuant to such tender or exchange offer (as it shall
have been amended) that exceeds the Current Market Price per share of the Class
A Common Stock on the Trading Day next succeeding the Tender Expiration Time,
and in which, as of the Tender Expiration Time, the Board of Directors is not
recommending rejection of the offer, the [Series A] [Series B] Conversion Price
shall be decreased so that the same shall equal the price determined by
multiplying the [Series A] [Series B] Conversion Price in effect immediately
prior to the Tender Expiration Time by a fraction of which the numerator shall
be the number of shares of Class A Common Stock outstanding (including any
tendered or exchanged shares) at the Tender Expiration Time multiplied by the
Current Market Price of the Class A Common Stock on the Trading Day next
succeeding the Tender Expiration Time and the denominator shall be the sum of
(x) the fair market value (determined as aforesaid) of the aggregate
consideration payable to stockholders based on the acceptance (up to any maximum
specified in the terms of the tender or exchange offer) of all shares validly
tendered or exchanged and not withdrawn as of the Tender Expiration Time (the
shares deemed so accepted, up to any such maximum, being referred to as the
"ACCEPTED PURCHASED SHARES") and (y) the product of the number of shares of
Class A Common Stock outstanding (less any Accepted Purchased Shares) at the
Tender Expiration Time and the Current Market Price of the Class A Common Stock
on the Trading Day next succeeding the Tender Expiration Time, such decrease to
become effective immediately prior to the opening of business on the day
following the Tender Expiration Time. In the event that such Person is obligated
to purchase shares pursuant to any such tender or exchange offer, but such
Person is permanently prevented by applicable law from effecting any such
purchases or all such purchases are rescinded, the [Series A] [Series B]
Conversion Price shall again be adjusted to be the [Series A] [Series B]
Conversion Price which would then be in effect if such tender or exchange offer
had not been made. Notwithstanding the foregoing, the adjustment described in
this Section 8(e)(vi) shall not be made if: (a) as of the Tender Expiration
Time, the offering documents with respect to such offer disclose a plan or
intention to cause the Company to engage in any transaction described in
Article 6 of the Indenture; or (b) the Initial Purchaser or one of its
Affiliates does not beneficially own all of the Notes.

                  (vii) For purposes of this Section 8(e), the following terms
shall have the meaning indicated:

                           "CLOSING PRICE" with respect to any securities on any
date shall mean the closing sale price, regular way, on such day or, in case no
such sale takes place on such day, the average of the reported closing bid and
asked prices, regular way, in each case on the New York Stock Exchange, or, if
such security is not listed or admitted to trading on such Exchange, on the
principal security exchange or quotation system in the United States on which
such security is quoted or listed or admitted to trading, or, the average of the
closing bid and asked prices of such security on the over-the-counter market on
the day in question as reported by the Nasdaq National Market or a similar
generally accepted reporting service, or if not so available, in such manner as
furnished


                                      A-11
<Page>

by any New York Stock Exchange member firm selected from time to time
by the Board of Directors for that purpose, or a price determined in good faith
by the Board of Directors or, to the extent permitted by applicable law, a duly
authorized committee thereof, whose determination shall be conclusive.

                           "CURRENT MARKET PRICE" shall mean the average of
the daily Closing Prices per share of Class A Common Stock for the ten
consecutive Trading Days immediately prior to the date in question; PROVIDED,
HOWEVER, that (A) if the "ex" date (as hereinafter defined) for any event
(other than the issuance or distribution requiring such computation) that
requires an adjustment to the Conversion Price pursuant to this Section 8(e)
occurs during such ten consecutive Trading Days, the Closing Price for each
Trading Day prior to the "ex" date for such other event shall be adjusted by
multiplying such Closing Price by the fraction by which the Conversion Price
is so required to be adjusted as a result of such other event, and (B) if the
"ex" date for any event (other than the issuance or distribution requiring
such computation) that requires an adjustment to the Conversion Price
pursuant to Section 8(e)(i), (ii), (iii), (iv) or (v) occurs on or after the
"ex" date for the issuance or distribution requiring such computation and
prior to the day in question, the Closing Price for each Trading Day on and
after the "ex" date for such other event shall be adjusted by multiplying
such Closing Price by the same fraction by which the Conversion Price is so
required to be adjusted as a result of such other event, and (C) if the "ex"
date for the issuance or distribution requiring such computation is prior to
the day in question, after taking into account any adjustment required
pursuant to clause (A) or (B) of this proviso, the Closing Price for each
Trading Day on or after such "ex" date shall be adjusted by adding thereto
the amount of any cash and the Fair Market Value (as determined by the Board
of Directors in a manner consistent with any determination of such value for
purposes of Section 8(e)(iv), (v) or (vi), whose determination shall be
conclusive and described in a resolution of the Board of Directors) of the
evidences of indebtedness, shares of capital stock or assets being
distributed applicable to one share of Class A Common Stock as of the close
of business on the day before such "ex" date. For purposes of any computation
under Section 8(e)(vi), the Current Market Price of the Class A Common Stock
on any date shall be deemed to be the average of the daily Closing Prices per
share of Class A Common Stock for such day and the next two succeeding
Trading Days; PROVIDED, HOWEVER, that if the "ex" date for any event (other
than the tender or exchange offer requiring such computation) that requires
an adjustment to the Conversion Price pursuant to Section 8(e)(i), (ii),
(iii), (iv), (v) or (vi) occurs on or after the Expiration Time or Tender
Expiration Time, as the case may be, for the tender or exchange offer
requiring such computation and prior to the day in question, the Closing
Price for each Trading Day on and after the "ex" date for such other event
shall be adjusted by multiplying such Closing Price by the same fraction by
which the Conversion Price is so required to be adjusted as a result of such
other event. For purposes of this paragraph, the term "ex" date, (1) when
used with respect to any issuance or distribution, means the first date on
which the Class A Common Stock trades regular way on the relevant exchange or
in the relevant market from which the Closing Price was obtained without the
right to receive such issuance or distribution, (2) when used with respect to
any subdivision or combination of shares of Class A Common Stock, means the
first date on which the Class A Common Stock trades regular way on such
exchange or in such market after the time at which such subdivision or
combination

                                      A-12
<Page>

becomes effective, and (3) when used with respect to any tender or exchange
offer, means the first date on which the Class A Common Stock trades regular way
on such exchange or in such market after the Expiration Time or Tender
Expiration Time, as the case may be, of such offer.

                           "FAIR MARKET VALUE" shall mean the amount which a
willing buyer would pay a willing seller in an arm's length transaction.

                  (viii) In any case in which this Section 8(e) shall require
that an adjustment be made on a record date established for purposes of this
Section 8(e), the Company may elect to defer (but only until five Business Days
following the filing by the Company with the Trustee of the certificate
described in Section 4.09 of the Indenture) issuing to the Holder of any Note
converted after such record date but prior to the issue date, the shares of
Class A Common Stock and other capital stock of the Company issuable upon such
conversion over and above the shares of Class A Common Stock and other capital
stock of the Company issuable upon such conversion only on the basis of the
[Series A] [Series B] Conversion Price prior to adjustment; and, in lieu of the
shares the issuance of which is so deferred, the Company shall issue or cause
its transfer agents to issue due bills or other appropriate evidence prepared by
the Company of the right to receive such shares. If any distribution in respect
of which an adjustment to the [Series A] [Series B] Conversion Price is required
to be made as of the record date or effective date therefor is not thereafter
made or paid by the Company for any reason, the [Series A] [Series B] Conversion
Price shall be readjusted to the [Series A] [Series B] Conversion Price which
would then be in effect if such record date had not been fixed or such effective
date had not occurred.

                  (ix) If any of the following shall occur, namely: (i) any
reclassification or change of shares of Class A Common Stock issuable upon
conversion of the Notes (other than a change in par value, or from par value, or
from par value to no par value, or from no par value to par value, or as a
result of a subdivision or combination, or any other change for which an
adjustment is provided in Section 4.06 of the Indenture); (ii) any consolidation
or merger to which the Company is a party other than a merger in which the
Company is the continuing corporation and which does not result in any
reclassification of, or change (other than a change in name, or in par value, or
from par value to no par value, or from no par value to par value, or as a
result of a subdivision or combination) in, outstanding shares of Class A Common
Stock; or (iii) any sale, transfer or conveyance of all or substantially all of
the property and assets of the Company to any Person, then the Company, or such
successor or purchasing corporation, as the case may be, shall, as a condition
precedent to such reclassification, change, consolidation, merger, sale,
transfer or conveyance, execute and deliver to the Trustee a supplemental
indenture providing that the Holder of each Note then outstanding shall have the
right to convert such Note into the kind and amount of shares of stock and other
Notes and property (including cash) receivable upon such reclassification,
change, consolidation, merger, sale, transfer or conveyance by a holder of the
number of shares of Class A Common Stock deliverable upon conversion of such
Note immediately prior to such reclassification, change, consolidation, merger,
sale, transfer or conveyance. Article 4 of the Indenture shall govern all terms
of such supplemental indentures.


                                      A-13
<Page>

                  9. NOTICE OF REDEMPTION. Notice of redemption shall be mailed
at least 45 days but not more than 60 days before the redemption date to each
Holder whose Notes are to be redeemed at such Holder's registered address. Notes
in denominations larger than $1,000 may be redeemed in part but only in whole
multiples of $1,000, unless all of the Notes held by a Holder are to be
redeemed. On and after the redemption date interest shall cease to accrue on
Notes or portions thereof called for redemption.

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

                  11. PERSONS DEEMED OWNERS. The registered Holder of a Note on
the Registrar's books may be treated as its owner for all purposes under the
Indenture.

                  12. AMENDMENT, SUPPLEMENT AND WAIVER. Subject to certain
exceptions, the Indenture and the Notes may be amended or supplemented with the
consent of the Holders of at least a majority in aggregate principal amount of
the then outstanding Notes (it being understood that the holders of the Series A
Convertible Notes and the Series B Convertible Notes will vote as a single
class), and any existing default or compliance with any provision of the
Indenture or the Note may be waived with the consent of the Holders of a
majority in aggregate principal amount of the then outstanding Notes (it being
understood that the holders of the Series A Convertible Notes and the Series B
Convertible Notes will vote as a single class). Without the consent of any
Holder of a Note, the Indenture or the Notes may be amended or supplemented
among other things, to cure any ambiguity, omission, defect or inconsistency, to
provide for uncertificated Notes in addition to or in place of certificated
Notes, to provide for the assumption of the Company's obligations to Holders of
the Notes in case of a merger or consolidation or sale of all or substantially
all of the Company's assets in accordance with the terms of the Indenture, to
make any change that would provide any additional rights or benefits to the
Holders of the Notes or that does not adversely affect the rights under the
Indenture of any such Holder, to comply with the requirements of the SEC in
order to effect or maintain the qualification of the Indenture under the TIA, to
add to the covenants of the Company for the benefit of the Holders or to
surrender any right or power conferred by the Indenture upon the Company, or to
effect any change to the transfer and exchange restrictions and Note delivery
procedures contained in the Indenture in order to conform with changes in any
applicable law or Applicable Procedures.

                  13.      DEFAULTS AND REMEDIES.


                                      A-14
<Page>

                  Events of Default under the Indenture are:

                  (a) default for 30 days in the payment of interest on the
Series A Convertible Notes or the Series B Convertible Notes, as applicable,
when due (whether or not prohibited by Article 12 of the Indenture);

                  (b) default in the payment of the principal of, or premium, if
any, on the on the Series A Convertible Notes or the Series B Convertible Notes,
as applicable, when due at maturity, upon redemption or otherwise, including
failure by the Company to purchase the Series A Convertible Notes or the Series
B Convertible Notes, as applicable, when required under Section 5.07 of the
Indenture (whether or not prohibited by Article 12 of the Indenture), or to
deliver Class A Common Stock upon the conversion of the Series A Convertible
Notes or the Series B Convertible Notes, as applicable, when required under
Section 4.02 of the Indenture;

                  (c) failure by the Company for 60 days after notice to comply
with any of its other agreements in the Indenture or the Notes;

                  (d) default under any mortgage, indenture or instrument under
which there may be issued or by which there may be secured or evidenced any
Indebtedness for money borrowed by the Company or any of its Subsidiaries (or
the payment of which is guaranteed by the Company or any of its Subsidiaries)
whether such Indebtedness or guarantee now exists, or is created after the Issue
Date, which default results in the acceleration of such Indebtedness prior to
its express maturity and, in each case, the amount of any such Indebtedness,
together with the amount of any other such Indebtedness the maturity of which
has been so accelerated, aggregates $15.0 million or more;

                  (e) failure by the Company or any of its Subsidiaries to pay
final judgments not subject to appeal aggregating in excess of $15.0 million
(net of applicable insurance coverage which is acknowledged in writing by the
insurer), which judgments are not paid, vacated, discharged or stayed for a
period of 60 days;

                  (f) the Company or any of its Significant Subsidiaries or any
group of Subsidiaries that, taken as a whole, would constitute a Significant
Subsidiary:

                                    (i)     commences a voluntary case under any
                  Bankruptcy Law,

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

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

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


                                      A-15

<Page>

                                    (v) generally is not paying its debts as
                  they become due; and

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

                                    (a) is for relief against the Company or any
                  of its Significant Subsidiaries or any group of Subsidiaries
                  that, taken as a whole, would constitute a Significant
                  Subsidiary,

                                    (b) appoints a custodian of the Company or
                  any of its Significant Subsidiaries or any group of
                  Subsidiaries that, taken as a whole, would constitute a
                  Significant Subsidiary, or for all or substantially all of the
                  property of the Company or any of its Significant Subsidiaries
                  or any group of Subsidiaries that, taken as a whole, would
                  constitute a Significant Subsidiary; or

                                    (c) orders the liquidation of the Company or
                  any of its Significant Subsidiaries or any group of
                  Subsidiaries that, taken as a whole, would constitute a
                  Significant Subsidiary;

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

                  If any Event of Default occurs and is continuing, the Trustee
or the Holders of at least 25% in aggregate principal amount of the Notes then
outstanding (or in the case of an Event of Default specified in clauses (a) or
(b) of Section 7.01, the Holders of at least 25% in aggregate principal amount
of the Series A Convertible Notes or the Series B Convertible Notes, as the case
may be) may declare all the Notes to be due and payable immediately; PROVIDED,
HOWEVER, that so long as any Indebtedness permitted to be incurred pursuant to
the Senior Credit Facility shall be outstanding, the acceleration shall not be
effective until the earlier of (A) an acceleration of any Indebtedness under the
Senior Credit Facility or (B) five Business Days after notice of such
declaration shall have been given to the Administrative Agent under the Senior
Credit Facility. Notwithstanding the foregoing, if an Event of Default specified
in clause (f) or (g) of Section 7.01 hereof occurs with respect to the Company
or any Significant Subsidiary, all outstanding Notes shall be due and payable
immediately without further action or notice. The Holders of a majority in
aggregate principal amount of the Notes then outstanding (or in the case of an
acceleration resulting from an Event of Default specified in clauses (a) or (b)
of Section 7.01, the Holders of a majority in aggregate principal amount of the
Series A Convertible Notes or the Series B Convertible Notes, as the case may
be) by written notice to the Trustee may on behalf of all of such Holders
rescind an acceleration and its consequences if the rescission would not
conflict with any judgment or decree and if all existing Events of Default
(except nonpayment of principal, interest or premium that has become due solely
because of the acceleration) have been cured or waived.

                  The Trustee may withhold from Holders of the Notes notice of
any continuing Default or Event of Default (except a Default or Event of Default
relating to


                                     A-16
<Page>

the payment of principal, premium, if any, or interest) if and so long as a
committee of its Responsible Officers in good faith determines that
withholding notice is in the interests of the Holders of the Notes. Except as
provided in the Indenture, the Holders of a majority in aggregate principal
amount of the then outstanding Notes by written notice to the Trustee may on
behalf of the Holders of all of the Notes waive any existing Default or Event
of Default and its consequences under the Indenture, except a continuing
Default or Event of Default in the payment of premium or interest on, or
principal of, the Notes. The Company shall deliver to the Trustee annually a
statement regarding compliance with the Indenture, and the Company, upon
becoming aware of any Default or Event of Default, shall deliver to the
Trustee a statement specifying such Default or Event of Default.

                  14. TRUSTEE DEALINGS WITH COMPANY. The Trustee in its
individual or any other capacity may become the owner or pledgee of Notes and
may otherwise deal with the Company or any Affiliate of the Company with the
same rights it would have if it were not Trustee. However, in the event that the
Trustee acquires any conflicting interest it must eliminate such conflict within
90 days, apply to the SEC for permission to continue as trustee or resign. Any
Agent may do the same with like rights and duties. The Trustee is also subject
to Sections 8.10 and 8.11 of the Indenture.

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

                  16. AUTHENTICATION. This Note shall not be valid until
authenticated by the manual signature of the Trustee or an authenticating agent.

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

                  18. ADDITIONAL RIGHTS OF HOLDERS OF RESTRICTED GLOBAL NOTES
AND RESTRICTED DERIVATIVE NOTES. In addition to the rights provided to Holders
of Notes under the Indenture, Holders of Notes shall have all the rights set
forth in the Registration Rights Agreement.

                  19. CUSIP NUMBERS. Pursuant to a recommendation promulgated by
the Committee on Uniform Security Identification Procedures, the Company has
caused CUSIP numbers to be printed on the Notes and the Trustee may use CUSIP
numbers in notices of redemption as a convenience to Holders. No representation
is made as to the accuracy of such numbers either as printed on the Notes or as
contained in any notice of redemption and reliance may be placed only on the
other identification numbers placed thereon.


                                     A-17
<Page>

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

                  Metromedia Fiber Network, Inc.
                  One North Lexington Avenue
                  White Plains, NY 10601
                  Attention:  Chief Financial Officer


                                     A-18
<Page>


                                 ASSIGNMENT FORM

                  To assign this Note, fill in the form below:

(I) or (we) assign and transfer this Note to:


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

________________________________________________________________________________

________________________________________________________________________________

________________________________________________________________________________

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

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

________________________________________________________________________________

Date: ____________________    Your Signature: __________________________________

                                   (Sign exactly as your name appears on the
                                   face of this Note)

                                   Tax Identification No: ______________________

                                   SIGNATURE GUARANTEE:

                                   _____________________________________________

                                   Signatures must be guaranteed by an "eligible
                                   guarantor institution" meeting the
                                   requirements of the Registrar, which
                                   requirements include membership or
                                   participation in the Security Transfer Agent
                                   Medallion Program ("STAMP") or such other
                                   "signature guarantee program" as may be
                                   determined by the Registrar in addition to,
                                   or in substitution for, STAMP, all in
                                   accordance with the Securities Exchange Act
                                   of 1934, as amended.


                                     A-19
<Page>


                       OPTION OF HOLDER TO ELECT PURCHASE

                  If you want to elect to have this Note purchased by the
Company pursuant to Section 5.07 of the Indenture, check the box below:

                                      / /

                  If you want to elect to have only part of the Note purchased
by the Company pursuant to Section 5.07 of the Indenture, state the amount you
elect to have purchased:

                                                       $_______________



Date: ____________________    Your Signature: __________________________________

                                   (Sign exactly as your name appears on the
                                   face of this Note)

                                   Tax Identification No: ______________________

                                   SIGNATURE GUARANTEE:

                                   _____________________________________________

                                   Signatures must be guaranteed by an "eligible
                                   guarantor institution" meeting the
                                   requirements of the Registrar, which
                                   requirements include membership or
                                   participation in the Security Transfer Agent
                                   Medallion Program ("STAMP") or such other
                                   "signature guarantee program" as may be
                                   determined by the Registrar in addition to,
                                   or in substitution for, STAMP, all in
                                   accordance with the Securities Exchange Act
                                   of 1934, as amended.


                                     A-20
<Page>


       SCHEDULE OF EXCHANGES OF INTERESTS IN THE GLOBAL NOTES(1)

                  The following exchanges of a part of this Global Note for an
interest in another Global Note or for a Definitive Note, or exchanges of a part
of another Global Note or Definitive Note for interest in this Global Note, have
been made:

<Table>
<Caption>
                            Amount of                                Principal Amount
                           decrease in       Amount of increase       of this Global        Signature of
                         Principal Amount       in Principal          Note following     authorized officer
                          of this Global       Amount of this         such decrease         of Trustee or
   Date of Exchange           Note               Global Note          (or increase)        Note Custodian
   ----------------      ----------------    -------------------     -----------------   ------------------
<S>                     <C>                 <C>                     <C>                 <C>



























</Table>
----------------------
(1) This should be included only if the Note is issued in global form.


                                     A-21
<Page>

                                    EXHIBIT B

                         FORM OF CERTIFICATE OF TRANSFER

Metromedia Fiber Network, Inc.
One North Lexington Avenue
White Plains, NY 10601
Attention:  Chief Financial Officer

U.S. Bank Trust National Association
180 East Fifth Street, Suite 200
St. Paul, Minnesota 55101
Attention:  Corporate Trust Administration

                  Re:   6.15% [SERIES A] [SERIES B] CONVERTIBLE SUBORDINATED
NOTES DUE 2010

                  Reference is hereby made to the Indenture, dated as of October
1, 2001 (the "INDENTURE"), between Metromedia Fiber Network, Inc., a Delaware
corporation, as issuer (the "COMPANY"), and U.S. Bank Trust National
Association, as trustee. Capitalized terms used but not defined herein shall
have the meanings given to them in the Indenture.

__________________________________ (the "TRANSFEROR") owns and proposes to
transfer the Note[s] or interest in such Note[s] specified in Annex A hereto, in
the principal amount of $___________ in such Note[s] or interests (the
"TRANSFER"), to ____________ (the "TRANSFEREE"), as further specified in Annex A
hereto. In connection with the Transfer, the Transferor hereby certifies that:

                  [CHECK ALL THAT APPLY]

                  1.  / / CHECK IF TRANSFEREE WILL TAKE DELIVERY OF A BENEFICIAL
INTEREST IN THE 144A GLOBAL NOTE OR A DEFINITIVE NOTE PURSUANT TO RULE 144A. The
Transfer is being effected pursuant to and in accordance with Rule 144A under
the United States Securities Act of 1933, as amended (the "SECURITIES ACT"),
and, accordingly, the Transferor hereby further certifies that the beneficial
interest or Definitive Note is being transferred to a Person that the Transferor
reasonably believed and believes is purchasing the beneficial interest or
Definitive Note for its own account, or for one or more accounts with respect to
which such Person exercises sole investment discretion, and such Person and each
such account is a "qualified institutional buyer" within the meaning of Rule
144A in a transaction meeting the requirements of Rule 144A and such Transfer is
in compliance with any applicable blue sky securities laws of any state of the
United States. Upon consummation of the proposed Transfer in accordance with the
terms of the Indenture, the transferred beneficial interest or Definitive Note
will be subject to the restrictions on transfer enumerated in the Private
Placement Legend printed on the 144A Global Note and/or the Definitive Note and
in the Indenture and the Securities Act.


                                     B-1
<Page>

                  2.  / / CHECK IF TRANSFEREE WILL TAKE DELIVERY OF A
BENEFICIAL INTEREST IN THE REGULATION S GLOBAL NOTE OR A DEFINITIVE NOTE
PURSUANT TO REGULATION S. The Transfer is being effected pursuant to and in
accordance with Rule 903 or Rule 904 under the Securities Act and,
accordingly, the Transferor hereby further certifies that (i) the Transfer is
not being made to a Person in the United States and (x) at the time the buy
order was originated, the Transferee was outside the United States or such
Transferor and any Person acting on its behalf reasonably believed and
believes that the Transferee was outside the United States or (y) the
transaction was executed in, on or through the facilities of a designated
offshore securities market and neither such Transferor nor any Person acting
on its behalf knows that the transaction was prearranged with a buyer in the
United States, (ii) no directed selling efforts have been made in
contravention of the requirements of Rule 903(b) or Rule 904(b) of Regulation
S under the Securities Act, (iii) the transaction is not part of a plan or
scheme to evade the registration requirements of the Securities Act and
(iv) if the proposed transfer is being made prior to the expiration of the
Distribution Compliance Period, the transfer is not being made to a U.S.
Person or for the account or benefit of a U.S. Person (other than the Initial
Purchaser). If the proposed transfer is being made prior to the expiration of
the Distribution Compliance Period, the Transferee certifies (i) that it is
not a U.S. Person and is not acquiring the securities for the account or
benefit of any U.S. Person or is a U.S. Person who purchased securities in a
transaction that did not require registration under the Securities Act; and
(ii) agrees to resell such securities only in accordance with the provisions
of Regulation S (Rule 901 through Rule 905, and Preliminary Notes) under the
Securities Act, pursuant to registration under the Securities Act, or
pursuant to an available exemption from registration; and agrees not to
engage in hedging transactions with regard to such securities unless in
compliance with the Securities Act. Upon consummation of the proposed
transfer in accordance with the terms of the Indenture, the transferred
beneficial interest or Definitive Note will be subject to the restrictions on
Transfer enumerated in the Private Placement Legend printed on the Regulation
S Global Note and/or the Definitive Note and in the Indenture and the
Securities Act.

                  3.  / / CHECK AND COMPLETE IF TRANSFEREE WILL TAKE DELIVERY
OF A BENEFICIAL INTEREST IN THE IAI GLOBAL NOTE OR A DEFINITIVE NOTE PURSUANT
TO ANY PROVISION OF THE SECURITIES ACT OTHER THAN RULE 144A OR REGULATION S.
The Transfer is being effected in compliance with the transfer restrictions
applicable to beneficial interests in Restricted Global Notes and Restricted
Definitive Notes and pursuant to and in accordance with the Securities Act
and any applicable blue sky securities laws of any state of the United
States, and accordingly the Transferor hereby further certifies that (check
one):

                  a.  / / such Transfer is being effected pursuant to and in
accordance with Rule 144 under the Securities Act;

                                         or

                  b.  / / such Transfer is being effected to the Company or a
subsidiary thereof;


                                     B-2
<Page>

                                         or

                  c.  / / such Transfer is being effected pursuant to an
effective registration statement under the Securities Act and in compliance with
the prospectus delivery requirements of the Securities Act;

                                         or

                  d.  / / such Transfer is being effected to an Institutional
Accredited Investor and pursuant to an exemption from the registration
requirements of the Securities Act other than Rule 144A, Rule 144 or Rule 904,
and the Transferor hereby further certifies that it has not engaged in any
general solicitation within the meaning of Regulation D under the Securities Act
and the Transfer complies with the transfer restrictions applicable to
beneficial interests in a Restricted Global Note or Restricted Definitive Notes
and the requirements of the exemption claimed, which certification is supported
by (1) a certificate executed by the Transferee in the form of Exhibit D to the
Indenture and (2) if such Transfer is in respect of a principal amount of Notes
at the time of transfer of less than $250,000, an Opinion of Counsel provided by
the Transferor or the Transferee (a copy of which the Transferor has attached to
this certification), to the effect that such Transfer is in compliance with the
Securities Act. Upon consummation of the proposed transfer in accordance with
the terms of the Indenture, the transferred beneficial interest or Definitive
Note will be subject to the restrictions on transfer enumerated in the Private
Placement Legend printed on the IAI Global Note and/or the Definitive Notes and
in the Indenture and the Securities Act.

                  4.  / / CHECK IF TRANSFEREE WILL TAKE DELIVERY OF A BENEFICIAL
INTEREST IN AN UNRESTRICTED GLOBAL NOTE OR OF AN UNRESTRICTED DEFINITIVE NOTE.

                  a.  / / CHECK IF TRANSFER IS PURSUANT TO RULE 144. (i) The
Transfer is being effected pursuant to and in accordance with Rule 144 under the
Securities Act and in compliance with the transfer restrictions contained in the
Indenture and any applicable blue sky securities laws of any state of the United
States and (ii) the restrictions on transfer contained in the Indenture and the
Private Placement Legend are not required in order to maintain compliance with
the Securities Act. Upon consummation of the proposed Transfer in accordance
with the terms of the Indenture, the transferred beneficial interest or
Definitive Note will no longer be subject to the restrictions on transfer
enumerated in the Private Placement Legend printed on the Restricted Global
Notes, on Restricted Definitive Notes and in the Indenture.

                  b.  / / CHECK IF TRANSFER IS PURSUANT TO REGULATION S. (i) The
Transfer is being effected pursuant to and in accordance with Rule 903 or Rule
904 under the Securities Act and in compliance with the transfer restrictions
contained in the Indenture and any applicable blue sky securities laws of any
state of the United States and (ii) the restrictions on transfer contained in
the Indenture and the Private Placement Legend are not required in order to
maintain compliance with the Securities Act. Upon consummation of the proposed
Transfer in accordance with the terms of the Indenture, the transferred
beneficial interest or Definitive Note will no longer be subject to the


                                     B-3
<Page>

restrictions on transfer enumerated in the Private Placement Legend printed on
the Restricted Global Notes, on Restricted Definitive Notes and in the
Indenture.

                  c.  / / CHECK IF TRANSFER IS PURSUANT TO OTHER EXEMPTION.
(i) The Transfer is being effected pursuant to and in compliance with an
exemption from the registration requirements of the Securities Act other than
Rule 144, Rule 903 or Rule 904 and in compliance with the transfer
restrictions contained in the Indenture and any applicable blue sky
securities laws of any State of the United States and (ii) the restrictions
on transfer contained in the Indenture and the Private Placement Legend are
not required in order to maintain compliance with the Securities Act. Upon
consummation of the proposed Transfer in accordance with the terms of the
Indenture, the transferred beneficial interest or Definitive Note will not be
subject to the restrictions on transfer enumerated in the Private Placement
Legend printed on the Restricted Global Notes or Restricted Definitive Notes
and in the Indenture.

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



                                        ________________________________________
                                        [Insert Name of Transferor]


                                        By:_____________________________________
                                           Name:
                                           Title:


Accepted:

____________________________________
[Insert Name of Transferee]

By:_________________________________
   Name:
   Title:



Dated:______________________________


                                     B-4

<Page>



                       ANNEX A TO CERTIFICATE OF TRANSFER

1.       The Transferor owns and proposes to transfer the following:

                            [CHECK ONE OF (a) OR (b)]

           (a) / / a beneficial interest in the:

                  (i)     / /  144A Global Note (CUSIP ____________); or

                  (ii)    / /  Regulation S Global Note (CUSIP ____________); or

                  (iii)   / /  IAI Global Note (CUSIP  ____________); or

           (b) / / a Restricted Definitive Note.

2.       After the Transfer the Transferee will hold:

                                   [CHECK ONE]

           (a) / / a beneficial interest in the:

                  (i)    / /   144A Global Note (CUSIP ____________); or

                  (ii)   / /   Regulation S Global Note (CUSIP ____________); or

                  (iii)  / /   IAI Global Note (CUSIP ____________); or

                  (iv)   / /   Unrestricted Global Note (CUSIP ____________); or

           (b) / /  a Restricted Definitive Note; or

           (c) / /  an Unrestricted Definitive Note;

     in accordance with the terms of the Indenture.


                                      B-5
<Page>


                                    EXHIBIT C

                         FORM OF CERTIFICATE OF EXCHANGE

Metromedia Fiber Network, Inc.
One North Lexington Avenue
White Plains, NY 10601
Attention:  Chief Financial Officer

U.S. Bank Trust National Association
180 East Fifth Street, Suite 200
St. Paul, Minnesota 55101
Attention:  Corporate Trust Administration

                  Re: 6.15% [SERIES A] [SERIES B] CONVERTIBLE SUBORDINATED DUE
                      2010

                                (CUSIP _________)

                  Reference is hereby made to the Indenture, dated as of October
1, 2001 (the "INDENTURE"), between Metromedia Fiber Network, Inc., a Delaware
corporation, as issuer (the "COMPANY"), and U.S. Bank Trust National
Association, as trustee. Capitalized terms used but not defined herein shall
have the meanings given to them in the Indenture. ____________________ (the
"OWNER") owns and proposes to exchange the Note[s] or interest in such Note(s)
specified herein, in the principal amount of $_______________ in such Note[s] or
interests (the "EXCHANGE"). In connection with the Exchange, the Owner hereby
certifies that:

                  1. Exchange of Restricted Definitive Notes or Beneficial
Interests in a Restricted Global Note for Unrestricted Definitive Notes or
Beneficial Interests in an Unrestricted Global Note

                  a.   / / CHECK IF EXCHANGE IS FROM BENEFICIAL INTEREST IN A
RESTRICTED GLOBAL NOTE TO BENEFICIAL INTEREST IN AN UNRESTRICTED GLOBAL NOTE. In
connection with the Exchange of the Owner's beneficial interest in a Restricted
Global Note for a beneficial interest in an Unrestricted Global Note in an equal
principal amount, the Owner hereby certifies (i) the beneficial interest is
being acquired for the Owner's own account without transfer, (ii) such Exchange
has been effected in compliance with the transfer restrictions applicable to the
Global Notes and pursuant to and in accordance with the United States Securities
Act of 1933, as amended (the "SECURITIES ACT"), (iii) the restrictions on
transfer contained in the Indenture and the Private Placement Legend are not
required in order to maintain compliance with the Securities Act and (iv) the
beneficial interest in an Unrestricted Global Note is being acquired in
compliance with any applicable blue sky securities laws of any state of the
United States.

                  b.   / / CHECK IF EXCHANGE IS FROM BENEFICIAL INTEREST IN A
RESTRICTED GLOBAL NOTE TO UNRESTRICTED DEFINITIVE NOTE. In connection with the
Exchange of the Owner's beneficial interest in a Restricted Global Note for an


                                       C-1
<Page>

Unrestricted Definitive Note, the Owner hereby certifies (i) the Definitive
Note is being acquired for the Owner's own account without transfer, (ii)
such Exchange has been effected in compliance with the transfer restrictions
applicable to the Restricted Global Notes and pursuant to and in accordance
with the Securities Act, (iii) the restrictions on transfer contained in the
Indenture and the Private Placement Legend are not required in order to
maintain compliance with the Securities Act and (iv) the Definitive Note is
being acquired in compliance with any applicable blue sky securities laws of
any state of the United States.

                  c. / / CHECK IF EXCHANGE IS FROM RESTRICTED DEFINITIVE NOTE TO
BENEFICIAL INTEREST IN AN UNRESTRICTED GLOBAL NOTE. In connection with the
Owner's Exchange of a Restricted Definitive Note for a beneficial interest in an
Unrestricted Global Note, the Owner hereby certifies (i) the beneficial interest
is being acquired for the Owner's own account without transfer, (ii) such
Exchange has been effected in compliance with the transfer restrictions
applicable to Restricted Definitive Notes and pursuant to and in accordance with
the Securities Act, (iii) the restrictions on transfer contained in the
Indenture and the Private Placement Legend are not required in order to maintain
compliance with the Securities Act and (iv) the beneficial interest is being
acquired in compliance with any applicable blue sky securities laws of any state
of the United States.

                  d. / / CHECK IF EXCHANGE IS FROM RESTRICTED DEFINITIVE NOTE TO
UNRESTRICTED DEFINITIVE NOTE. In connection with the Owner's Exchange of a
Restricted Definitive Note for an Unrestricted Definitive Note, the Owner hereby
certifies (i) the Unrestricted Definitive Note is being acquired for the Owner's
own account without transfer, (ii) such Exchange has been effected in compliance
with the transfer restrictions applicable to Restricted Definitive Notes and
pursuant to and in accordance with the Securities Act, (iii) the restrictions on
transfer contained in the Indenture and the Private Placement Legend are not
required in order to maintain compliance with the Securities Act and (iv) the
Unrestricted Definitive Note is being acquired in compliance with any applicable
blue sky securities laws of any state of the United States.

                  2. Exchange of Restricted Definitive Notes or Beneficial
Interests in Restricted Global Notes for Restricted Definitive Notes or
Beneficial Interests in Restricted Global Notes

                  a.   / / CHECK IF EXCHANGE IS FROM BENEFICIAL INTEREST IN A
RESTRICTED GLOBAL NOTE TO RESTRICTED DEFINITIVE NOTE. In connection with the
Exchange of the Owner's beneficial interest in a Restricted Global Note for a
Restricted Definitive Note with an equal principal amount, the Owner hereby
certifies that the Restricted Definitive Note is being acquired for the Owner's
own account without transfer. Upon consummation of the proposed Exchange in
accordance with the terms of the Indenture, the Restricted Definitive Note
issued will continue to be subject to the restrictions on transfer enumerated in
the Private Placement Legend printed on the Restricted Definitive Note and in
the Indenture and the Securities Act.

                  b. CHECK IF EXCHANGE IS FROM RESTRICTED DEFINITIVE NOTE TO
BENEFICIAL INTEREST IN A RESTRICTED GLOBAL NOTE. In connection with the Exchange
of


                                       C-2
<Page>

the Owner's Restricted Definitive Note for a beneficial interest in the
[CHECK ONE] / / 144A Global Note, / / Regulation S Global Note, with an equal
principal amount, the Owner hereby certifies (i) the beneficial interest is
being acquired for the Owner's own account without transfer and (ii) such
Exchange has been effected in compliance with the transfer restrictions
applicable to the Restricted Definitive Notes and pursuant to and in
accordance with the Securities Act, and in compliance with any applicable
blue sky securities laws of any state of the United States. Upon consummation
of the proposed Exchange in accordance with the terms of the Indenture, the
beneficial interest issued will be subject to the restrictions on transfer
enumerated in the Private Placement Legend printed on the relevant Restricted
Global Note and in the Indenture and the Securities Act.

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


                             -------------------------------------------------
                             [Insert Name of Owner]

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

Dated:
      -------------------


                                       C-3
<Page>



                                    EXHIBIT D

                            FORM OF CERTIFICATE FROM

                   ACQUIRING INSTITUTIONAL ACCREDITED INVESTOR

Metromedia Fiber Network, Inc.
One North Lexington Avenue
White Plains, NY 10601
Attention:     Chief Financial Officer

U.S. Bank Trust National Association
180 East Fifth Street, Suite 200
St. Paul, Minnesota  55101
Attention:     Corporate Trust Administration

                  Re: 6.15% [SERIES A] [SERIES B] CONVERTIBLE SUBORDINATED NOTES
                      DUE 2010

                  Reference is hereby made to the Indenture, dated as of October
1, 2001 (the "INDENTURE"), between Metromedia Fiber Network, Inc., a Delaware
corporation, as issuer (the "COMPANY"), and U.S. Bank Trust National
Association, as trustee. Capitalized terms used but not defined herein shall
have the meanings given to them in the Indenture.

                  In connection with our proposed purchase of $_________________
aggregate principal amount of:

                  (a)     / /   a beneficial interest in a Global Note, or

                  (b)     / /   a Definitive Note,

                  we confirm that:

                  1. We understand that any subsequent transfer of the Notes or
any interest therein is subject to certain restrictions and conditions set forth
in the Indenture and the undersigned agrees to be bound by, and not to resell,
pledge or otherwise transfer the Notes or any interest therein except in
compliance with, such restrictions and conditions and the United States
Securities Act of 1933, as amended (the "SECURITIES ACT").

                  2. We understand that the offer and sale of the Notes have not
been registered under the Securities Act, and that the Notes and any interest
therein may not be offered or sold except as permitted in the following
sentence. We agree, on our own behalf and on behalf of any accounts for which we
are acting as hereinafter stated, that if we should sell the Notes or any
interest therein, we will do so only (A) to the Company or any Subsidiary
thereof, (B) in accordance with Rule 144A under the Securities Act to


                                       D-1
<Page>

a "qualified institutional buyer" (as defined therein), (C) to an
institutional "accredited investor" (as defined below) that, prior to such
transfer, furnishes (or has furnished on its behalf by a U.S. broker-dealer)
to you and to the Company a signed letter substantially in the form of this
letter and, if such transfer is in respect of a principal amount of Notes, at
the time of transfer of less than $250,000, an Opinion of Counsel in form
reasonably acceptable to the Company to the effect that such transfer is in
compliance with the Securities Act, (D) outside the United States in
accordance with Rule 903 or 904 of Regulation S under the Securities Act, (E)
pursuant to the provisions of Rule 144(k) under the Securities Act or (F)
pursuant to an effective registration statement under the Securities Act, and
we further agree to provide to any Person purchasing the Definitive Note or
beneficial interest in a Global Note from us in a transaction meeting the
requirements of clauses (A) through (E) of this paragraph a notice advising
such purchaser that resales thereof are restricted as stated herein.

                  3. We understand that, on any proposed resale of the Notes or
beneficial interest therein, we will be required to furnish to each of you such
certifications, legal opinions and other information as each of you may
reasonably require to confirm that the proposed sale complies with the foregoing
restrictions. We further understand that the Notes purchased by us will bear a
legend to the foregoing effect.

                  4. We are an institutional "accredited investor" (as defined
in Rule 501(a)(1), (2), (3) or (7) of Regulation D under the Securities Act) and
have such knowledge and experience in financial and business matters as to be
capable of evaluating the merits and risks of our investment in the Notes, and
we and any accounts for which we are acting are each able to bear the economic
risk of our or its investment.

                  5. We are acquiring the Notes or beneficial interest therein
purchased by us for our own account or for one or more accounts (each of which
is an institutional "accredited investor") as to each of which we exercise sole
investment discretion.

                  Each of you are entitled to rely upon this letter and are
irrevocably authorized to produce this letter or a copy hereof to any interested
party in any administrative or legal proceedings or official inquiry with
respect to the matters covered hereby.

                                       ----------------------------------------
                                          [Insert Name of Accredited Investor]


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


                                       D-2