EXHIBIT 4.01


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                       ADELPHIA COMMUNICATIONS CORPORATION

                                       AND

                              THE BANK OF NEW YORK,
                                     Trustee


                  3.25% Convertible Subordinated Notes due 2021


                          SECOND SUPPLEMENTAL INDENTURE


                          o Dated as of April 25, 2001


                                       TO


                           SUBORDINATED DEBT INDENTURE


                          Dated as of January 23, 2001



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<PAGE>




<TABLE>
<CAPTION>







                                TABLE OF CONTENTS

                                                                                                               Page


                              ARTICLE 1 DEFINITIONS
<S>                                                                                                             <C>
   S 1.1.  Definitions............................................................................................1


                      ARTICLE 2 FORM AND TERMS OF THE NOTES
   S 2.1.  Form and Dating........................................................................................7
   S 2.2.  Execution and Authentication...........................................................................8
   S 2.3.  Conversion.............................................................................................8
   S 2.4.  Redemption............................................................................................17
   S 2.5.  U.S. Depository and Paying Agent for Notes............................................................17
   S 2.6.  Transfer and Exchange of Notes........................................................................17
   S 2.7.  Repurchase at the Option of Holders...................................................................19
   S 2.8.  Events of Default.....................................................................................26
   S 2.9.  Acceleration..........................................................................................27
   S 2.10. Mergers and Consolidations............................................................................28
   S 2.11. Supplemental Indentures...............................................................................28
   S 2.12. Covenants.............................................................................................29
   S 2.13. Defeasance and Covenant Defeasance....................................................................32
   S 2.14. Subordination.........................................................................................32


                             ARTICLE 3 MISCELLANEOUS
   S 3.1.  Effect of Headings....................................................................................37
   S 3.2.  Successors and Assigns................................................................................37
   S 3.3.  Separability Clause...................................................................................37
   S 3.4.  Governing Law.........................................................................................38

</TABLE>



                                    EXHIBITS

Exhibit A         FORM OF NOTES




<PAGE>





                  THIS SECOND SUPPLEMENTAL INDENTURE, dated as of April 25, 2001
(this "Supplemental Indenture"), is by and between ADELPHIA COMMUNICATIONS
CORPORATION, a Delaware corporation (the "Company"), having its principal office
at One North Main Street, Coudersport, PA 16915, and THE BANK OF NEW YORK, a New
York banking corporation, as trustee (the "Trustee"), having its principal
corporate trust office at 101 Barclay Street, 21st Floor, New York, NY 10286.

                                   WITNESSETH:

                  WHEREAS, the Company and The Bank of New York, acting as
trustee, executed and delivered a Subordinated Debt Indenture, dated as of
January 23, 2001 (the "Indenture"), to provide for the issuance by the Company
from time to time of Securities to be issued in one or more series as provided
in the Indenture;

                  WHEREAS, the issuance and sale of up to $575,000,000 aggregate
principal amount of a series of the Company's Securities (the "Notes") have been
authorized by resolutions adopted by the Board of Directors of the Company on
April 18, 2001, and the 2001 Public Offering Committee of the Board of Directors
by unanimous written consent dated April 19, 2001 adopted resolutions;

                  WHEREAS,  the Company  desires to issue and sell  $500,000,000
aggregate  principal  amount of the Notes on the date hereof;

                  WHEREAS, the Company desires to enter into a supplemental
indenture pursuant to Section 9.1 of the Indenture to supplement the Indenture
to establish the form and terms of the Notes; and

                  NOW, THEREFORE, for and in consideration of the premises
stated herein and the purchase of the Notes by the Holders thereof, the parties
hereto hereby enter into this Supplemental Indenture, for the equal and
proportionate benefit of all Holders of Notes, as follows:


                                    ARTICLE 1

                                   DEFINITIONS

S 1.1.   Definitions.

                  (a) All of the terms used in this Supplemental Indenture which
are defined in the Indenture shall have the meanings specified in the Indenture,
unless otherwise provided herein or unless the context otherwise requires, and
for the purposes of this Supplemental Indenture, the following terms have the
meanings set forth in this Section:

                  "Additional Notes" means up to $75,000,000 aggregate principal
amount of 3.25% Convertible Subordinated Notes due 2021 (other than the Initial
Notes) issued under this Supplemental Indenture in accordance with Section 2.2
hereof and Section 3.3 of the Indenture, as part of the same series as the
Initial Notes.

                  "Affiliate" means a Person (i) which directly or indirectly
through one or more intermediaries controls, or is controlled by, or is under
common control with, such Person, (ii) which beneficially owns or holds 10% or
more of any class of the voting Capital Stock of such Person, or (iii) of which
10% or more of the voting Capital Stock is beneficially owned or held by such
Person or a Subsidiary of such Person. Without limitation, an Affiliate also
includes any director or executive officer of the Company. As used herein,
"Affiliate" shall not include a Restricted Subsidiary.

                  "Agent" means any Security Registrar, Paying Agent,
co-registrar or agent for service of notices and demands. See Section 2.5
hereof.

                  "Agent Members" means members of, or participants in, the U.S.
 Depository.

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

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

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

                  (3)      the consummation of any transaction (including,
                           without limitation, any merger or consolidation), the
                           result of which is that any "person" or "group"
                           (within the meaning of Section 13(d) and 14(d)(2) of
                           the Exchange Act), other than the Rigas Family and
                           its Affiliates, becomes the "beneficial owner" (as
                           defined in Rule 13d-3 under the Exchange Act) of more
                           than 35% of the total voting power required to elect
                           or designate for election a majority of the Company's
                           Board of Directors and attaching to the then
                           outstanding voting capital stock of the Company and
                           (b) the Rigas Family, together with its Affiliates,
                           is not at such time the "beneficial owner" (as
                           defined in Rule 13d-3 under the Exchange Act) of more
                           than 35% of the total voting power required to elect
                           or designate for election a majority of the Company's
                           Board of Directors and attaching to the then
                           outstanding voting capital stock of the Company;

                  (4)      during any period of two consecutive calendar years,
                           individuals who at the beginning of such period
                           constituted the Company's Board of Directors
                           (together with any new directors whose election by
                           the Company's Board of Directors or whose nomination
                           for election by the Company's stockholders was
                           approved by a vote of at least two-thirds of the
                           directors then still in office who either were
                           directors at the beginning of such period or whose
                           election or nomination for election was previously so
                           approved or approved by the Rigas Family and its
                           Affiliates at a time when they had the right or
                           ability by voting right, contract or otherwise to
                           elect or designate for election a majority of the
                           Company's Board of Directors) cease for any reason to
                           constitute a majority of the directors then in
                           office; or

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

                  However, a Change of Control will not be deemed to have
         occurred if either (A) the closing price per share of the Class A
         Common Stock for any five trading days within the period of ten (10)
         consecutive trading days ending immediately after the later of the
         Change of Control or the public announcement of the Change of Control,
         in the case of a Change of Control relating to an acquisition of Voting
         Stock, or the period of ten (10) consecutive trading days ending
         immediately before the Change of Control, in the case of Change of
         Control relating to a merger, consolidation or asset sale, equals or
         exceeds 105% of the Conversion Price of the Notes in effect on each of
         those trading days or (B) all of the consideration (excluding cash
         payments for fractional shares and cash payments made pursuant to
         dissenters' appraisal rights) in a merger or consolidation otherwise
         constituting a Change of Control under clause (3) and/or clause (5)
         above issuable to the holders of the Class A Common Stock, consists of
         shares of common stock traded on a national securities exchange or
         quoted on the Nasdaq National Market (or will be so traded or quoted
         immediately following such merger or consolidation) and as a result of
         such merger or consolidation the Notes become convertible into such
         common stock.

                  "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.

                  "Conversion Agent" means any Person authorized by the Company
to convert the Notes properly presented for conversion on behalf of the Company.
The Company may act as Conversion Agent with respect to the Notes. The Company
initially designates The Bank of New York as Conversion Agent.

                  "Current Market Price" has the meaning specified in Section
2.3(f)(6).

                  "Daily Market Price" means the price of a share of Class A
Common Stock on the relevant date, determined (a) on the basis of the daily
closing or last reported sale price regular way of the Class A Common Stock as
reported on the Nasdaq National Market, or if the Class A Common Stock is not
then listed on the Nasdaq National Market, as reported on such national
securities exchange upon which the Class A Common Stock is listed, or (b) if
there is no such reported sale on the day in question, on the basis of the
average of the closing bid and asked quotations regular way as so reported, or
(c) if the Class A Common Stock is not listed on the Nasdaq National Market or
on any national securities exchange, on the basis of the average of the high bid
and low asked quotations regular way on the day in question in the
over-the-counter market as reported by the National Association of Securities
Dealers Automated Quotation System, or if not so quoted, as reported by National
Quotation Bureau, Incorporated, or a similar organization.

                  "Definitive Notes" means Notes that are in the form of the
Notes attached hereto as Exhibit A, that do not include the information called
for by Section 2.7 of the Indenture.

                  "Designated Senior Debt" means: (1) Indebtedness outstanding
on the date of the Indenture (excluding the Company's 6% Convertible
Subordinated Notes due 2006); and (2) the Company's obligations under any
particular Senior Debt in which the instrument creating or evidencing the same
or the assumption or guarantee thereof, or related agreements or documents to
which the Company is a party, expressly provides that such indebtedness shall be
Designated Senior Debt for purposes of the Indenture.

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

                  "Excess Payment" means the excess of: (1) the aggregate of the
cash and value of other consideration paid by the Company or any of its
subsidiaries with respect to shares acquired in a tender offer over (2) the
market value of such acquired shares after giving effect to the completion of a
tender offer.

                  "Fundamental Change" means a Change of Control or a
Termination of Listing.

                  "Global Note" means a permanent global note that contains the
paragraph referred to in Section 2.7 of the Indenture and the additional
Schedule of Exchanges of Notes to the form of the Note attached hereto as
Exhibit A, and that is deposited with and registered in the name of the U.S.
Depository.

                  "Guarantee" means a guarantee, other than by endorsement of
negotiable instruments for collection in the ordinary course of business, direct
or indirect, in any manner, including, without limitation, letters of credit and
reimbursement agreements in respect thereof, of all or any part of any
Indebtedness.

                  "Initial Notes" means the first $500,000,000 aggregate
principal amount of 3.25% Convertible Subordinated Notes due 2021 that are
issued under this Supplemental Indenture, as amended or supplemented from time
to time pursuant to the Indenture.

                  "Interest Payment Date" means each semiannual interest payment
date on May 1 and November 1 of each year commencing on November 1, 2001.

                  "Market Price" means the average of the Sale Prices of the
Class A Common Stock for the five trading day period ending on the third
Business Day (if the third Business Day prior to the applicable Purchase Date is
a trading day or, if not, then on the last trading day) prior to the applicable
Purchase Date, appropriately adjusted to take into account the occurrence,
during the period commencing on the first of such trading days during such five
trading day period and ending on such Purchase Date, of any event described in
Section 2.3(f) of this Supplemental Indenture.

                  "Notes" has the meaning assigned to it in the preamble to this
Supplemental Indenture. The Initial Notes and the Additional Notes shall be
treated as a single class for all purposes under this Supplemental Indenture.

                  "Permitted Junior Securities" means: (1) shares of stock of
any class of the Company other than Disqualified Stock; or (2) securities of the
Company other than Disqualified Stock that are subordinated in right of payment
to all Senior Debt that may be outstanding at the time of issuance or delivery
of such securities to substantially the same extent as, or to a greater extent
than, the Notes are so subordinated pursuant to the terms of this Supplemental
Indenture.

                  "Preferred Stock" means any Capital Stock of a Person, however
designated, which entitles the holder thereof to a preference with respect to
dividends, distributions or liquidation proceeds of such Person over the holders
of other Capital Stock issued by such Person.

                  "Record Date" means each semiannual record date on April 15
and October 15 of each year commencing on October 15,
2001.

                  "Restricted Subsidiary" means (a) any Subsidiary of the
Company, whether existing on or after the date of the Indenture, unless such
Subsidiary is an Unrestricted Subsidiary or shall have been classified as an
Unrestricted Subsidiary by a resolution adopted by the Board of Directors of the
Company and (b) an Unrestricted Subsidiary which is reclassified as a Restricted
Subsidiary by a resolution adopted by the Board of Directors of the Company,
provided that on and after the date of such reclassification such Unrestricted
Subsidiary shall not incur Indebtedness other than that permitted to be incurred
by a Restricted Subsidiary under the provisions of the Indenture.

                  "Rigas Family" means collectively John J. Rigas and members of
his immediate family, any of their respective spouses, estates, lineal
descendants, heirs, executors, personal representatives, administrators, trusts
for any of their benefit and charitable foundations to which shares of the
Company's Capital Stock beneficially owned by any of the foregoing have been
transferred.

                  "Sale Price" of the Class A Common Stock on any date means the
closing sale price per share (or, if no closing sale price is reported, the
average of the bid and ask prices or, if more than one in either case, the
average of the average bid and average ask prices) on such date as reported in
the composite transactions for the principal United States securities exchange
on which the Class A Common Stock is traded or, if the Class A Common Stock is
not listed on a United States national or regional securities exchange, as
reported by the National Association of Securities Dealers Automated Quotation
System.

                  "SEC" means the United States Securities and Exchange
Commission as constituted from time to time or any successor performing
substantially the same functions.

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

                  "Senior Debt" means the principal of, premium, if any,
interest, including all interest accruing subsequent to the commencement of any
bankruptcy or similar proceeding, whether or not a claim for post-petition
interest is allowable as a claim in any such proceeding, and rent payable on or
in connection with, and all fees, costs, expenses and other amounts accrued or
due on or in connection with, Indebtedness of the Company, whether outstanding
on the date of the Indenture or hereafter created, incurred, assumed, guaranteed
or in effect guaranteed by the Company.

                  Notwithstanding anything to the contrary in the foregoing,
Senior Debt shall not include:

                  (1) Indebtedness of or amounts owed by the Company for
compensation to employees, or for goods or materials purchased or for services
obtained in the ordinary course of business;

                  (2) the Company's Indebtedness to any of the Company's
subsidiaries;

                  (3) the Company's Indebtedness that expressly provides that it
shall not be senior in right of payment to the Notes or expressly provides that
it is on the same basis or junior to the Notes; or

                  (4) the Company's 6% Convertible Subordinated Notes due 2006.

                  "Subsidiary" of any specified Person means any corporation,
partnership, joint venture, association or other business entity, whether now
existing or hereafter organized or acquired, (i) in the case of a corporation,
of which more than 50% of the total voting power of the Capital Stock entitled
(without regard to the occurrence of any contingency) to vote in the election of
directors, officers or trustees thereof is held by such first-named Person or
any of its Subsidiaries; or (ii) in the case of a partnership, joint venture,
association or other business entity, with respect to which such Person or any
of its Subsidiaries has the power to direct or cause the direction of the
management and policies of such entity by contract or otherwise if in accordance
with GAAP such entity is consolidated with the first-named Person for financial
statement purposes.

                  "Termination of Listing" means that the Class A Common Stock
(or other Capital Stock into which the Notes are then convertible) is neither
listed for trading on a United States national securities exchange nor quoted on
the Nasdaq National Market.

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

                  "Unrestricted Subsidiary" means (a) any Subsidiary of an
Unrestricted Subsidiary, (b) any Subsidiary of the Company which is classified
after the date of the Indenture as an Unrestricted Subsidiary by a resolution
adopted by the Board of Directors of the Company and (c) any subsidiary which as
of the date of the Indenture has been declared an Unrestricted Subsidiary by a
resolution adopted by the Board of Directors of the Company (such Unrestricted
Subsidiaries including, without limitation, Adelphia Business Solutions, Inc.,
Global Cablevision, Inc., Orchard Park Cablevision, Inc., Global Acquisition
Partners, L.P. and FrontierVision Partners, L.P. on the date hereof); provided
that the Trustee shall be given prompt notice by the Company of each resolution
adopted by its Board of Directors under this provision, together with a copy of
each such resolution adopted.

                  "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.

                  (b) Other Definitions.

                  The definitions of the following terms may be found in the
sections indicated as follows:
<TABLE>
<CAPTION>

                Term                                                              Defined in Section

<S>                                                                               <C>
                  "Company".............................................................Preamble
                  "Conversion Date".....................................................2.3(b)
                  "Conversion Price"....................................................2.3(a)
                  "Conversion Shares"...................................................2.3(f)(3)
                  "Distribution Date"...................................................2.3(f)(3)
                  "Distribution Record Date"............................................2.3(f)(4)
                  "DTC".................................................................2.5
                  "Event of Default"....................................................2.8
                  "Fundamental Change Offer"............................................2.7(b)
                  "Fundamental Change Payment Date".....................................2.7(b)
                  "Fundamental Change Purchase Price"...................................2.7(b)
                  "Indenture"...........................................................Preamble
                  "Non-Payment Default".................................................2.12
                  "Payment Blockage Notice".............................................2.12
                  "Payment Blockage Period".............................................2.12
                  "Payment Default".....................................................2.12
                  "Purchase Date".......................................................2.7(a)(i)
                  "Reclassification"....................................................2.13
                  "Rights"..............................................................2.3(f)(3)
                  "Supplemental Indenture"..............................................Preamble
                  "Tender Date".........................................................2.3(f)(5)
                  "Trustee".............................................................Preamble

</TABLE>


                                    ARTICLE 2

                           FORM AND TERMS OF THE NOTES

S 2.1.   Form and Dating.

                  The Notes and the Trustee's certificate of authentication
shall be substantially in the form of Exhibit A attached hereto. The Notes shall
be executed on behalf of the Company by its Chairman of the Board, its Vice
Chairman of the Board, its President, one of its Executive Vice Presidents or
one of its Vice Presidents, under its corporate seal reproduced thereon. The
Notes may have notations, legends or endorsements required by law, stock
exchange rule or usage. Each Note shall be dated the date of its authentication.
The Notes shall be in denominations of $1,000 and integral multiples thereof.

                  The terms and provisions contained in the Notes shall
constitute, and are hereby expressly made, a part of this Supplemental Indenture
and the Company and the Trustee, by their execution and delivery of this
Supplemental Indenture, expressly agree to such terms and provisions and to be
bound thereby.

                  (a) Global Notes. Notes shall be issued initially in the form
of the Global Notes, which shall be deposited on behalf of the purchasers of the
Notes represented thereby with the U.S. Depository at its New York office, and
registered in the name of the U.S. Depository or a nominee of the U.S.
Depository, duly executed by the Company and authenticated by the Trustee as
hereinafter provided. The aggregate principal amount of the Global Notes may
from time to time be increased or decreased by adjustments made on the records
of the Trustee and the U.S. Depository or its nominee as hereinafter provided.

                  The Global Notes shall represent such of the outstanding Notes
as shall be specified therein and shall provide that it shall represent the
aggregate amount of outstanding Notes from time to time endorsed thereon and
that the aggregate amount of outstanding Notes represented thereby may from time
to time be reduced or increased, as appropriate, to reflect exchanges and
redemptions. Any endorsement of the Global Notes to reflect the amount of any
increase or decrease in the amount of outstanding Notes represented thereby
shall be made by the Trustee or the Note Custodian (as hereinafter defined), at
the direction of the Trustee, in accordance with instructions given by the
Holder thereof as required by Section 2.6 hereof.

                  Except as set forth in Section 2.6 hereof, the Global Notes
may be transferred, in whole and not in part, only to another nominee of the
U.S. Depository or to a successor of the U.S. Depository or its nominee.

                  (b)      Book-Entry  Provisions.  This  Section  2.1(b)  shall
apply only to the Global  Notes  deposited  with or on behalf of the U.S.
Depository.

                  The Company shall execute and the Trustee shall, in accordance
with this Section 2.1(b), authenticate and deliver the Global Notes that (i)
shall be registered in the name of the U.S. Depository or the nominee of the
U.S. Depository and (ii) shall be delivered by the Trustee to the U.S.
Depository or pursuant to the U.S. Depository's instructions or held by the Note
Custodian.

                  Agent Members shall have no rights either under this
Supplemental Indenture with respect to any Global Notes held on their behalf by
the U.S. Depository or by the Note Custodian or under such Global Notes, and the
U.S. Depository may be treated by the Company, the Trustee and any agent of the
Company or the Trustee as the absolute owner of such Global Notes for all
purposes whatsoever.

                  (c) Definitive Notes. Notes issued in certificated form shall
be substantially in the form of Exhibit A attached hereto (but without including
the text referred to in Section 2.7 of the Indenture). Except as provided in
Section 2.6, owners of beneficial interests in the Global Notes will not be
entitled to receive physical delivery of certificated Securities.

S 2.2.   Execution and Authentication.

                  The Trustee shall, upon a written order of the Company signed
by an Officer, authenticate up to $500,000,000 aggregate principal amount of
Initial Notes and up to $75,000,000 aggregate principal amount of Additional
Notes. The aggregate principal amount of Notes outstanding at any time may not
exceed such amounts except as provided in Section 3.6 of the Indenture.

S 2.3.   Conversion.

                  (a)      Conversion Privilege.

                  A Holder of a Note may convert it into fully paid and
nonassessable shares of Class A Common Stock at any time after the date of
original issuance of the Note and before the close of business on the Business
Day immediately preceding the maturity date at the Conversion Price then in
effect, except that, with respect to any Note called for redemption, such
conversion right shall terminate at the close of business on the Business Day
immediately preceding the redemption date (unless the Company shall default in
making the redemption payment when it becomes due, in which case the conversion
right shall terminate on the date such default is cured). The number of shares
of Class A Common Stock issuable upon conversion of a Note is determined by
dividing the principal amount of such Note by the conversion price in effect on
the Conversion Date (the "Conversion Price").

                  The initial  Conversion  Price is stated in Section 10 of the
Notes and is subject to  adjustment as provided in this Section 2.3.

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

                  (b)      Conversion Procedure.

                  To convert a Note, a Holder must satisfy the requirements in
Section 10 of the Notes. The date on which the Holder satisfies all of those
requirements is the conversion date (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 and a check for any fractional
share determined pursuant to Section 2.3(c) hereof. The Person in whose name the
certificate is registered shall become the stockholder of record on the
Conversion Date and, as of such date, such Person's rights as a Holder shall
cease; 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 entitled to receive the shares of Class A Common Stock upon such
conversion as the stockholder of record of such shares of Class A Common Stock
on such date, but such surrender shall be effective to constitute the Person
entitled to receive such shares of Class A Common Stock as the stockholder of
record thereof for all purposes at the close of business on the next succeeding
day on which such stock transfer books are open; provided further, however, that
such conversion shall be at the Conversion Price in effect on the date that such
Note shall have been surrendered for conversion, as if the stock transfer books
of the Company had not been closed.

                  No payment or other adjustment for accrued interest on the
Notes or dividends on any Class A Common Stock issued upon conversion of the
Notes will be made. If any Notes are converted during any period after any
Record Date for the payment of an installment of interest but before the next
Interest Payment Date, interest for such Notes will be paid on the next Interest
Payment Date, notwithstanding such conversion, to the Holders of record on the
Record Date of such Notes. Any Notes that are, however, delivered to the Company
for conversion after any Record Date but before the next Interest Payment Date
must, except as described in the next sentence, be accompanied by a payment
equal to the interest payable on such Interest Payment Date on the principal
amount of Notes being converted. The payment to the Company described in the
preceding sentence shall not be required if, during that period between a Record
Date and the next Interest Payment Date, a conversion occurs on or after the
date that the Company has issued a redemption notice and prior to the date of
redemption stated in such notice. No fractional shares will be issued upon
conversion, but a cash adjustment will be made for any fractional shares.

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

                  Upon surrender of a Note that is converted in part, the
Trustee shall authenticate for the Holder a new Note equal in principal amount
to the unconverted portion of the Note surrendered.

                  (c)      Fractional Shares.

                  The Company shall not issue fractional shares of Class A
Common Stock upon conversion of a Note. In lieu thereof, the Company will pay an
amount in cash based upon the Daily Market Price of the Class A Common Stock on
the trading day prior to the date of conversion.

                  (d)      Taxes on Conversion.

                  The issuance of certificates for shares of Class A Common
Stock upon the conversion of any Note shall be made without charge to the
converting Holder for such certificates or for any tax in respect of the
issuance of such certificates, and such certificates shall be issued in the
respective names of, or in such names as may be directed by, the Holder or
Holders of the converted Note; provided, however, that in the event that
certificates for shares of Class A Common Stock are to be issued in a name other
than the name of the Holder of the Note converted, such Note, when surrendered
for conversion, shall be accompanied by an instrument of transfer, in form
satisfactory to the Company, duly executed by the registered holder thereof or
his duly authorized attorney; and provided further, however, that the Company
shall not be required to pay any tax which may be payable in respect of any
transfer involved in the issuance and delivery of any such certificates in a
name other than that of the Holder of the converted Note, and the Company shall
not be required to issue or deliver such certificates unless or until the Person
or Persons requesting the issuance thereof shall have paid to the Company the
amount of such tax or shall have established to the satisfaction of the Company
that such tax has been paid or is not applicable.

                  (e)      Company to Provide Stock.
                  The Company shall at all times reserve and keep available,
free from preemptive rights, out of its authorized but unissued Class A Common
Stock, solely for the purpose of issuance upon conversion of Notes as herein
provided, a sufficient number of shares of Class A Common Stock to permit the
conversion of all outstanding Notes for shares of Class A Common Stock. All
shares of Class A Common Stock which may be issued upon conversion of the Notes
shall be duly authorized, validly issued, fully paid and nonassessable when so
issued.

                  (f)      Adjustment of Conversion Price.

                  The Conversion Price shall be subject to adjustment from time
to time as follows:

                           (1) In case the Company shall (1) pay a dividend in
                  shares of Class A Common Stock to holders of Class A Common
                  Stock, (2) make a distribution in shares of Class A Common
                  Stock to holders of Class A Common Stock, (3) subdivide its
                  outstanding shares of Class A Common Stock into a greater
                  number of shares of Class A Common Stock or (4) combine its
                  outstanding shares of Class A Common Stock into a smaller
                  number of shares of Class A Common Stock, the Conversion Price
                  in effect immediately prior to such action shall be adjusted
                  so that the Holder of any Note thereafter surrendered for
                  conversion shall be entitled to receive the number of shares
                  of Class A Common Stock which he would have owned immediately
                  following such action had such Notes been converted
                  immediately prior thereto. Any adjustment made pursuant to
                  this subsection (1) shall become effective immediately after
                  the Record Date in the case of a dividend or distribution and
                  shall become effective immediately after the effective date in
                  the case of a subdivision or combination.

                           (2) In case the Company shall issue rights or
                  warrants to substantially all holders of Class A Common Stock
                  entitling them (for a period commencing no earlier than the
                  Record Date for the determination of holders of Class A Common
                  Stock entitled to receive such rights or warrants and expiring
                  not more than 45 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 (as determined pursuant to
                  subsection (6) below) of the Class A Common Stock on such
                  Record Date, the Conversion Price shall be adjusted so that
                  the same shall equal the price determined by multiplying the
                  Conversion Price in effect immediately prior to such 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 of Class A Common Stock which
                  the aggregate offering price of the offered shares of Class A
                  Common Stock (or the aggregate conversion price of the
                  convertible securities 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
                  securities so offered are convertible). Such adjustments shall
                  become effective immediately after such Record Date.

                           (3) In case the Company shall distribute to all
                  holders of Class A Common Stock shares of capital stock of the
                  Company other than Class A Common Stock, evidences of
                  indebtedness or other assets (other than cash dividends), or
                  shall distribute to substantially all holders of Class A
                  Common Stock rights or warrants to subscribe for securities
                  (other than those referred to in subsection (2) above), then
                  in each such case the Conversion Price shall be adjusted so
                  that the same shall equal the price determined by multiplying
                  the Conversion Price in effect immediately prior to the date
                  of such distribution by a fraction of which the numerator
                  shall be the Current Market Price (determined as provided in
                  subsection (6) below) of the Class A Common Stock on the
                  Record Date mentioned below less the then fair market value
                  (as determined by the Board of Directors, whose determination
                  shall be conclusive evidence of such fair market value and
                  described in a resolution of the Board of Directors) of the
                  portion of the assets so distributed or of such subscription
                  rights or warrants applicable to one share of Class A Common
                  Stock, and of which the denominator shall be such Current
                  Market Price of the Class A Common Stock. Such adjustment
                  shall become effective immediately after the Record Date for
                  the determination of the holders of Class A Common Stock
                  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
                  (2) above) ("Rights") pro rata to holders of Class A Common
                  Stock, the Company may, in lieu of making any adjustment
                  pursuant to this Section 2.3(f), 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
                  immediately prior to the Distribution Date would have been
                  entitled on the Distribution Date in accordance with the terms
                  and provisions of and applicable to the Rights.

                           (4) In case the Company shall, by dividend or
                  otherwise, at any time distribute to all holders of its Class
                  A Common Stock cash (including any distributions of cash out
                  of current or retained earnings of the Company but excluding
                  any cash that is distributed as part of a distribution
                  requiring a Conversion Price adjustment pursuant to paragraph
                  (3) of this Section 2.3) in an aggregate amount that, together
                  with the sum of (x) the aggregate amount of any other
                  distributions to all holders of its Class A Common Stock made
                  in cash plus (y) all Excess Payments, in each case made within
                  the 12 months preceding the date fixed for determining the
                  stockholders entitled to such distribution (the "Distribution
                  Record Date") and in respect of which no Conversion Price
                  adjustment pursuant to paragraphs (3) or (5) of this Section
                  2.3 or this paragraph (4) has been made, exceeds 10% of the
                  product of the Current Market Price per share (determined as
                  provided in paragraph (6) of this Section 2.3) of the Class A
                  Common Stock on the Distribution Record Date times the number
                  of shares of Class A Common Stock outstanding on the
                  Distribution Record Date (excluding shares held in the
                  treasury of the Company), the Conversion Price shall be
                  reduced so that the same shall equal the price determined by
                  multiplying such Conversion Price in effect immediately prior
                  to the effectiveness of the Conversion Price reduction
                  contemplated by this paragraph (4) by a fraction of which the
                  numerator shall be the Current Market Price per share
                  (determined as provided in paragraph (6) of this Section 2.3)
                  of the Class A Common Stock on the Distribution Record Date
                  less the amount of such cash and other consideration
                  (including any Excess Payments) so distributed applicable to
                  one share (based on the pro rata portion of the aggregate
                  amount of such cash and other consideration (including any
                  Excess Payments), divided by the shares of Class A Common
                  Stock outstanding on the Distribution Record Date) of Class A
                  Common Stock and the denominator shall be such Current Market
                  Price per share (determined as provided in paragraph (6) of
                  this Section 2.3) of the Class A Common Stock on the
                  Distribution Record Date, such reduction to become effective
                  immediately prior to the opening of business on the day
                  following the Distribution Record Date.

                           (5) In case a tender offer made by the Company or any
                  Subsidiary for all or any portion of the Class A Common Stock
                  shall be consummated, if an Excess Payment is made in respect
                  of such tender offer and the amount of such Excess Payment,
                  together with the sum of (x) the aggregate amount of all
                  Excess Payments plus (y) the aggregate amount of all
                  distributions to all holders of the Class A Common Stock made
                  in cash (specifically including distributions of cash out of
                  retained earnings), in each case made within the 12 months
                  preceding the expiration of such current tender offer, as the
                  case may be (the "Tender Date"), and as to which no adjustment
                  pursuant to paragraph (3) or paragraph (4) of this Section 2.3
                  or this paragraph (5) has been made, exceeds 10% of the
                  product of the Current Market Price per share (determined as
                  provided in paragraph (6) of this Section 2.3) of the Class A
                  Common Stock on the Tender Date times the number of shares of
                  Class A Common Stock outstanding (including any tendered
                  shares but excluding any shares held in the treasury of the
                  Company) on the Tender Date, the Conversion Price shall be
                  reduced so that the same shall equal the price determined by
                  multiplying such Conversion Price in effect immediately prior
                  to the effectiveness of the Conversion Price reduction
                  contemplated by this paragraph (5) by a fraction of which the
                  numerator shall be the Current Market Price per share
                  (determined as provided in paragraph (6) of this Section 2.3)
                  of the Class A Common Stock on the Tender Date less the amount
                  of such Excess Payments and such cash distributions, if any,
                  applicable to one share (based on the pro rata portion of the
                  aggregate amount of such Excess Payments and such cash
                  distributions, divided by the shares of Class A Common Stock
                  outstanding on the Tender Date) of Class A Common and the
                  denominator shall be such Current Market Price per share
                  (determined as provided in paragraph (6) of this Section 2.3)
                  of the Class A Common Stock on the Tender Date, such reduction
                  to become effective immediately prior to the opening of
                  business on the day following the Tender Date.

                           (6) The current market price (the "Current Market
                  Price") per share of Class A Common Stock on any date shall be
                  deemed to be the average of the Daily Market Prices for the
                  shorter of (i) ten (10) consecutive Business Days ending on
                  the last full trading day on the exchange or market referred
                  to in determining such Daily Market Prices prior to the time
                  of determination or (ii) the period commencing on the date
                  next succeeding the first public announcement of the issuance
                  of such rights or such warrants or such other distribution or
                  such negotiated transaction through such last full trading day
                  on the exchange or market referred to in determining such
                  Daily Market Prices prior to the time of determination.

                           (7) In any case in which this Section 2.3(f) shall
                  require that an adjustment be made immediately following a
                  Record Date, the Company may elect to defer (but only until
                  five (5) Business Days following the filing by the Company
                  with the Trustee of the certificate described in Section
                  2.3(j) hereof) issuing to the Holder of any Note converted
                  after such Record 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 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 of the
                  right to receive such shares.

                           (8) Upon the occurrence of a Change of Control, in
                  which both (a) the Company's stockholders receive
                  consideration per share of Class A Common Stock that is
                  greater than the Conversion Price, without giving effect to
                  the adjustment described below, at the effective time of the
                  Change of Control, and (b) at least 10% of the total
                  consideration paid to the Company's stockholders consists of
                  cash, cash equivalents, securities or other assets (other than
                  publicly traded securities), which are referred to herein as
                  "non-public consideration." In such circumstances, upon
                  conversion of the Notes after the Change of Control, in
                  addition to the Class A Common Stock or other securities
                  deliverable upon the conversion of the Notes as described in
                  the other provisions of this Section 2.3, including clauses
                  (1) through (7) of this Section 2.3(f), the Holder will
                  receive a number of publicly traded securities of the acquiror
                  determined through the following calculation:

<TABLE>
<CAPTION>

          PV cashflows X (non-public consideration/total consideration)
                              Acquiror stock price

         Where:
<S>                                        <C>
         PV                                 cashflows = the present value of the
                                            aggregate interest payments that
                                            would have been payable on the Notes
                                            from the date of conversion through
                                            May 3, 2005, calculated using a
                                            discount rate equal to the yield to
                                            maturity of U.S. Treasury securities
                                            having a maturity closest to, but
                                            not later than, May 3, 2005,

         Total                              consideration = the total value of
                                            the consideration payable to the
                                            Company's stockholders at the
                                            effective time of the Change of
                                            Control, with the value of any
                                            assets or securities other than cash
                                            or a publicly traded security being
                                            determined in good faith by the
                                            Company's Board of Directors based
                                            upon an opinion as to that value
                                            obtained from an accounting,
                                            appraisal or investment banking firm
                                            of international standing,

         Acquiror                           stock price = the price per security
                                            of the acquiror's publicly traded
                                            securities delivered in connection
                                            with the Change of Control
                                            transaction at the effective time of
                                            the Change of Control
</TABLE>

                  provided, however, that if the consideration received by the
                  Company's stockholders in respect of the Change of Control
                  consists of at least 75% non-public consideration or if the
                  acquiror's common stock is not publicly traded, then upon
                  conversion of the Notes after the Change of Control, in lieu
                  of issuing additional securities of the acquiror, as set forth
                  above, the Holder will be entitled to receive an additional
                  amount in cash calculated as follows:

          PV cashflows X (non-public consideration/total consideration)

                  (g)      No Adjustment.

                  No adjustment in the Conversion Price shall be required until
cumulative adjustments amount to 1% or more of the Conversion Price as last
adjusted; provided, however, that any adjustments which by reason of this
Section 2.3(g) are not required to be made shall be carried forward and taken
into account in any subsequent adjustment. All calculations under this Section
2.3 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 rights to purchase
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 no par
value of the Class A Common Stock.

                  (h)      Other Adjustments.

                           (1) In the event that, as a result of an adjustment
                  made pursuant to Section 2.3(f) hereof, the Holder of any Note
                  thereafter surrendered for conversion shall become entitled to
                  receive any shares of Capital Stock of the Company other than
                  shares of its Class A Common Stock, thereafter the Conversion
                  Price of such other shares so receivable upon conversion of
                  any Note shall be subject to adjustment from time to time in a
                  manner and on terms as nearly equivalent as practicable to the
                  provisions with respect to Class A Common Stock contained in
                  this Section 2.3.

                           (2) In the event that shares of Class A Common Stock
                  are not delivered after the expiration of any of the rights or
                  warrants referred to in Section 2.3(f)(2) and Section
                  2.3(f)(3) hereof, the Conversion Price shall be readjusted to
                  the Conversion Price which would otherwise be in effect had
                  the adjustment made upon the issuance of such rights or
                  warrants been made on the basis of delivery of only the number
                  of shares of Class A Common Stock actually delivered.

                  (i)      Adjustments for Tax or Other Purposes.

                  The Company may make such reductions in the Conversion Price,
in addition to those required by Section 2.3(f) hereof, as it determines to be
advisable in order that any stock dividend, subdivision of shares, distribution
or rights to purchase stock or securities or distribution of securities
convertible into or exchangeable for stock made by the Company to its
stockholders will not be taxable to the recipients thereof.

                  The Company may decrease the Conversion Price for any period
of at least 20 days, upon at least 15 days notice, if the Company's Board of
Directors determines that such decrease would be in the Company's best interest.
The Board of Directors' determination in this regard shall be conclusive. The
Company shall give Holders at least 15 days notice of such a decrease in the
Conversion Price. Any decrease, however, shall not be taken into account for
such purposes of determining whether the closing price of the Company's Class A
Common Stock exceeds the Conversion Price by 105% in connection with an event
that would otherwise be a Change of Control.

                  (j)      Notice of Adjustment.
                  Whenever the Conversion Price is adjusted, the Company shall
promptly mail to Holders at the addresses appearing on the Registrar's books a
notice of the adjustment and file with the Trustee an Officers' Certificate
briefly stating the facts requiring the adjustment and the manner of computing
it. The certificate shall be conclusive evidence of the correctness of such
adjustment. Unless and until a Responsible Officer of the Trustee shall receive
written notice of an adjustment of the Conversion Price, the Trustee may assume
without inquiry that the Conversion Price has not been adjusted and that the
last Conversion Price of which it has knowledge remains in effect.

                  (k)      Notice of Certain Transactions.

                  In the event that:

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

                           (2)      the  Company  takes any action  that would
                  require a  supplemental  indenture  pursuant to Section
                  2.3(l); or

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

the Company shall mail to Holders at the addresses appearing on the Registrar's
books and the Trustee a notice stating the proposed record or effective date, as
the case may be, to permit a Holder of a Note to convert such Note into shares
of Class A Common Stock prior to the Record Date for or the effective date of
the transaction in order to receive the rights, warrants, securities or assets
which a holder of shares of Class A Common Stock on that date may receive. The
Company shall mail the notice at least 15 days before such date; however,
failure to mail such notice or any defect therein shall not affect the validity
of any transaction referred to in clause (1), (2) or (3) of this Section 2.3(k).

                  (l)      Effect of Reclassifications, Consolidations, Mergers
                 or Sales on Conversion Privilege.

                  If any of the following shall occur, namely: (i) any
reclassification or change of outstanding shares of Class A Common Stock
issuable upon conversion of 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), (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 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 or
conveyance of all or substantially all of the property or business of the
Company as an entirety, 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 or conveyance, execute and
deliver to the Trustee a supplemental indenture in form reasonably satisfactory
to the Trustee 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 securities and property (including cash) receivable upon such
reclassification, change, consolidation, merger, sale 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 or conveyance. Such supplemental indenture shall provide for
adjustments of the Conversion Price which shall be as nearly equivalent as may
be practicable to the adjustments of the Conversion Price provided for in this
Section 2.3. The foregoing, however, shall not in any way affect the right a
Holder of a Note may otherwise have, pursuant to clause (ii) of the last
sentence of subsection (3) of Section 2.3(f) hereof, to receive Rights upon
conversion of a Note. If, in the case of any such consolidation, merger, sale or
conveyance, the stock or other securities and property (including cash)
receivable thereupon by a holder of Class A Common Stock includes shares of
stock or other securities and property of a corporation other than the successor
or purchasing corporation, as the case may be, in such consolidation, merger,
sale 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 of the
Company shall reasonably consider necessary by reason of the foregoing. The
provision of this Section 2.3(l) shall similarly apply to successive
consolidations, mergers, sales or conveyances.

                  In the event the Company shall execute a supplemental
indenture pursuant to this Section 2.3(l), the Company shall promptly file with
the Trustee an Officers' Certificate briefly stating the reasons therefor, the
kind or amount of shares of stock or securities or property (including cash)
receivable by holders of the Notes upon the conversion of their Notes after any
such reclassification, change, consolidation, merger, sale or conveyance and any
adjustment to be made with respect thereto.

                  (m)      Trustee's Disclaimer.

                  The Trustee has no duty to determine when an adjustment under
this Section 2.3 should be made, how it should be made or what such adjustment
should be, but may accept as conclusive evidence of the correctness of any such
adjustment, and shall be protected in relying upon, the Officers' Certificate
with respect thereto which the Company is obligated to file with the Trustee
pursuant to Section 2.3(j) hereof. The Trustee makes no representation as to the
validity or value of any securities 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 Section 2.3.

                  The Trustee shall not be under any responsibility to determine
the correctness of any provisions contained in any supplemental indenture
executed pursuant to Section 2.3(l), but may accept as conclusive evidence of
the correctness thereof, and shall be protected in relying upon, the Officers'
Certificate with respect thereto which the Company is obligated to file with the
Trustee pursuant to Section 2.3(l) hereof.

S 2.4.   Redemption.

                  With respect to the Notes issued under this Supplemental
Indenture,  the following Sections supplement Article 11 of the Indenture:

                  S 11.8.  Optional Redemption.

                  The Company may redeem all or any portion of the Notes upon
the terms and at the redemption prices set forth in the Notes. Any redemption
pursuant to this Section 11.8 shall be made pursuant to the provisions of
Article 11 hereof.

                  S 11.9.  Mandatory Redemption.

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

S 2.5.   U.S. Depository and Paying Agent for Notes.

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

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

S 2.6.   Transfer and Exchange of Notes.

                  (a) Transfer and Exchange of Global Notes. The transfer and
exchange of beneficial interests in the Global Notes shall be effected through
the U.S. Depository, in accordance with this Supplemental Indenture and the
procedures of the U.S. Depository therefor. Beneficial interests in the Global
Notes may be transferred to Persons who take delivery thereof in the form of a
beneficial interest in the Global Notes.

                  (b)      Transfer and Exchange of Definitive  Notes.  When
Dfinitive Notes are presented by a Holder to the Security Registrar with a
request:

                           (x)      to register the transfer of the Definitive
                                    Notes; or

                           (y)      to exchange such Definitive Notes for an
                                    equal principal amount of Definitive Notes
                                    of other authorized denominations, the
                                    Security Registrar shall register the
                                    transfer or make the exchange as requested
                                    if its requirements for such transactions
                                    are met; provided, however, that the
                                    Definitive Notes presented or surrendered
                                    for register of transfer or exchange shall
                                    be duly endorsed or accompanied by a written
                                    instruction of transfer in form satisfactory
                                    to the Security Registrar duly executed by
                                    such Holder or by his attorney, duly
                                    authorized in writing.

                  (c)      Intentionally omitted.

                  (d)      Restrictions  on  Transfer  and  Exchange  of Global
                           Notes. Notwithstanding any other provision of this
                           Supplemental Indenture (other than the provisions set
                           forth in subsection (f) of this Section 2.6), the
                           Global Notes may not be transferred as a whole except
                           by the U.S. Depository to a nominee of the U.S.
                           Depository or by a nominee of the U.S. Depository to
                           the U.S. Depository or another nominee of the U.S.
                           Depository or by the U.S. Depository or any such
                           nominee to a successor U.S. Depository or a nominee
                           of such successor U.S. Depository.

                  (e)      Intentionally omitted.

                  (f)      Authentication of Definitive Notes in Absence of U.S.
                           Depository.  If at any time:

                           (i)      the U.S. Depository for the Notes notifies
                                    the Company that the U.S. Depository is
                                    unwilling or unable to continue as U.S.
                                    Depository for the Global Notes and a
                                    successor U.S. Depository for the Global
                                    Notes is not appointed by the Company within
                                    90 days after delivery of such notice; or

                           (ii)     the Company at its sole discretion, notifies
                                    the Trustee in writing that it elects to
                                    cause the issuance of Definitive Notes under
                                    this Supplemental Indenture,

then the Company shall execute, and the Trustee shall, upon receipt of an
authentication order in accordance with Section 2.2 hereof, authenticate and
deliver, Definitive Notes in an aggregate principal amount equal to the
principal amount of the Global Notes in exchange for such Global Notes.

                  (g)      Intentionally omitted.

                  (h)      Cancellation and/or Adjustment of the Global Notes.At
                           such time as all beneficial interests in the Global
                           Notes have been exchanged for Definitive Notes,
                           redeemed, repurchased or canceled, the Global Notes
                           shall be returned to or retained and canceled by the
                           Trustee in accordance with Section 3.9 of the
                           Indenture. At any time prior to such cancellation, if
                           any beneficial interest in the Global Notes is
                           exchanged for Definitive Notes, redeemed, repurchased
                           or canceled, the principal amount of Notes
                           represented by the Global Notes shall be reduced
                           accordingly and an endorsement shall be made on the
                           Global Notes, by the Trustee or the Note Custodian,
                           at the direction of the Trustee, to reflect such
                           reduction.

                  (i)      General Provisions Relating to Transfers and
                           Exchanges.

                           (i)      To permit registrations of transfers and
                                    exchanges, the Company shall execute and the
                                    Trustee shall authenticate Definitive Notes
                                    and the Global Notes at the Security
                                    Registrar's request.

                           (ii)     No service charge shall be made to a Holder
                                    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 Section 2.6 hereto).

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

                           (iv)     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 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
                                    neither the Trustee, any Agent nor the
                                    Company shall be affected by notice to the
                                    contrary.

                           (v)      The Trustee shall authenticate Definitive
                                    Notes and the Global Notes in accordance
                                    with the provisions of Section 2.2 of this
                                    Supplemental Indenture and Section 3.3 of
                                    the Indenture.

S 2.7.   Repurchase at the Option of Holders.

                  (a)      Purchase of Notes at Option of the Holder.

                           (i) General. The Holders may elect to have the Notes
         purchased by the Company pursuant to the terms thereof on May 1, 2003,
         May 1, 2005, May 1, 2007, May 1, 2011 and May 1, 2016 (each, a
         "Purchase Date"), at a purchase price at 100% of the principal amount
         of the Notes, plus accrued and unpaid interest (the "Purchase Price")
         at the Company's election pursuant to Section 2.7(a)(ii) in cash , or,
         except for the Purchase Date on May 1, 2003, in Class A Common Stock
         valued at 97.5% of the Market Price, upon:

                           (A) delivery to the Paying Agent by the Holder of a
                  written notice of purchase (a "Purchase Notice"), at any time
                  from the opening of business on the date that is 20 Business
                  Days prior to a Purchase Date until the close of business on
                  such Purchase Date stating: (1) the certificate number of the
                  Note which the Holder will deliver to be purchased, (2) the
                  portion of the Principal Amount of the Notes which the Holder
                  will deliver to be purchased, which portion must be in a
                  Principal Amount of $1,000 or an integral multiple thereof,
                  (3) that such Note shall be purchased as of the Purchase Date
                  pursuant to the terms and conditions specified therein and in
                  this Supplemental Indenture, and (4) in the event the Company
                  elects, pursuant to Section 2.7(a)(ii), to pay the Purchase
                  Price to be paid as of such Purchase Date, in whole or in
                  part, in shares of Class A Common Stock but such portion of
                  the Purchase Price shall ultimately be payable to such Holder
                  entirely in cash because any of the conditions to payment of
                  the Purchase Price in Class A Common Stock is not satisfied
                  prior to the close of business on such Purchase Date, as set
                  forth in Section 2.7(a)(iv), whether such Holder elects (I) to
                  withdraw such Purchase Notice as to some or all of the Notes
                  to which such Purchase Notice relates (stating the Principal
                  Amount and certificate numbers of the Notes as to which such
                  withdrawal shall relate), or (II) to receive cash in respect
                  of the entire Purchase Price for all Notes (or portions
                  thereof) to which such Purchase Notice relates; and

                           (B) book-entry transfer or delivery of such Notes to
                  the Paying Agent for cancellation prior to, on or after the
                  Purchase Date (together with all necessary endorsements) at
                  the offices of the Paying Agent, such delivery being a
                  condition to receipt by the Holder of the Purchase Price
                  therefor; provided, however, that such Purchase Price shall be
                  so paid pursuant to this Section 2.7(a) only if the Note so
                  delivered to the Paying Agent shall conform in all respects to
                  the description thereof in the related Purchase Notice.

                  If a Holder, in such Holder's Purchase Notice and in any
         written notice of withdrawal delivered by such Holder, fails to
         indicate such Holder's choice with respect to the election set forth in
         clause (4) of Section 2.7(a)(i)(A), such Holder shall be deemed to have
         elected to receive cash in respect of the Purchase Price for all Notes
         subject to such Purchase Notice in the circumstances set forth in such
         clause (4). Any purchase by the Company contemplated pursuant to the
         provisions of this Section 2.7(a) shall be consummated by the delivery
         of the consideration to be received by the Holder promptly following
         the later of the Purchase Date and the time of delivery of the Note.

                  Notwithstanding anything herein to the contrary, any Holder
         delivering to the Paying Agent the Purchase Notice contemplated by this
         Section 2.7(a) shall have the right to withdraw such Purchase Notice at
         any time prior to the close of business on the Purchase Date by
         delivery of a written notice of withdrawal to the Paying Agent. Such
         notice of withdrawal shall state: (1) the principal amount of the Notes
         being withdrawn, (2) the certificate numbers of the Notes being
         withdrawn, and (3) the principal amount of the Notes that remains
         subject to the Purchase Notice, if any. The Paying Agent shall promptly
         notify the Company of the receipt by it of any Purchase Notice or
         written notice of withdrawal thereof.

                  (ii) Company's Right to Elect Manner of Payment of Purchase
         Price. The Notes to be purchased pursuant to this Section 2.7(a) on May
         1, 2003 shall be paid for in cash only, but the Notes to be purchased
         on the other four Purchase Dates may be paid for, at the election of
         the Company, in cash or in shares of Class A Common Stock valued at
         97.5% of the Market Price, or in any combination of cash and Class A
         Common Stock, subject to the conditions set forth in Sections
         2.7(a)(iii) and (iv). The Company shall designate, in the Company's
         Notice delivered pursuant to Section 2.7(a)(v), whether the Company
         will purchase the Notes for cash or Class A Common Stock, or, if a
         combination thereof, the percentages or amounts of the Purchase Price
         of Notes in respect of which it will pay in cash or Class A Common
         Stock; provided that the Company shall pay cash for fractional shares
         of Class A Common Stock. For purposes of determining the existence of
         potential fractional shares, all Notes subject to purchase by the
         Company held by a Holder shall be considered together (no matter how
         many separate certificates are to be presented). Each Holder whose
         Notes are purchased pursuant to this Section 2.7(a) shall receive the
         same percentage of cash or Class A Common Stock in payment of the
         Purchase Price for such Notes, except (i) as provided in Section
         2.7(a)(iv) with regard to the payment of cash in lieu of fractional
         shares of Class A Common Stock and (ii) in the event that the Company
         is unable to purchase the Notes of a Holder or Holders for Class A
         Common Stock because any necessary qualifications or registrations of
         the Class A Common Stock under applicable state or foreign securities
         laws cannot be obtained, the Company may purchase the Notes of such
         Holder or Holders for cash. The Company may not change its election
         with respect to the consideration (or components or percentages of
         components thereof) to be paid once the Company has given the Company
         Notice to Noteholders except pursuant to this Section 2.7(a)(ii) or
         pursuant to Section 2.7(a)(iv) in the event of a failure to satisfy,
         prior to the close of business on the Purchase Date, any condition to
         the payment of the Purchase Price, in whole or in part, in Class A
         Common Stock.

                  At least one Business Day before the Company Notice Date (as
         defined herein), the Company shall deliver an Officers' Certificate to
         the Trustee specifying: (A) the manner of payment to be made by the
         Company, (B) the information required by Section 2.7(a)(v), (C) if the
         Company elects to pay the Purchase Price, or a specified percentage
         thereof, in Class A Common Stock on the Purchase Date in 2005, 2007,
         2011 or 2016, that the conditions to such manner of payment set forth
         in Section 2.7(a)(iv) have been or will be complied with, and (D)
         whether the Company desires the Trustee to give the Company Notice
         required by Section 2.7(a)(v).

                  (iii) Purchase with Cash. On the initial Purchase Date, the
         Purchase Price of all Notes in respect of which a Purchase Notice
         pursuant to Section 2.7(a)(i) has been given shall be paid by the
         Company with cash equal to the aggregate Purchase Price of such Notes.
         On each other Purchase Date, at the option of the Company, the Purchase
         Price of Notes in respect of which a Purchase Notice pursuant to
         Section 2.7(a)(i) has been given, or a specified percentage thereof,
         may be paid by the Company with cash equal to the aggregate Purchase
         Price of such Notes.

                  (iv) Payment by Issuance of Class A Common Stock. On each
         Purchase Date other than the initial one, at the option of the Company,
         the Purchase Price of Notes in respect of which a Purchase Notice
         pursuant to Section 2.7(a)(i) has been given, or a specified percentage
         thereof, may be paid by the Company by the issuance of a number of
         shares of Class A Common Stock equal to the quotient obtained by
         dividing (A) the amount of cash to which the Noteholders would have
         been entitled had the Company elected to pay all or such specified
         percentage, as the case may be, of the Purchase Price of such Notes in
         cash by (B) 97.5% of the Market Price of a share of Class A Common
         Stock, subject to the next succeeding paragraph.

                  The Company may not issue a fractional share of Class A Common
         Stock in payment of the Purchase Price. Instead the Company shall pay
         cash for the current market value of the fractional share. The current
         market value of a fraction of a share shall be determined, to the
         nearest 1/1,000th of a share, by multiplying 97.5% of the Market Price
         of a share of Class A Common Stock by such fraction and rounding the
         product to the nearest whole cent. It is understood that if a Holder
         elects to have more than one Note purchased, the number of shares of
         Class A Common Stock shall be based on the aggregate amount of Notes to
         be purchased.

                  If the Company elects to purchase the Notes by delivering
         shares of Class A Common Stock, the Company Notice, as provided in
         Section 2.7(a)(v), shall be sent to the Holders (and to beneficial
         owners as required by applicable law) not later than the Company Notice
         Date.

                  The Company's right to exercise its election to purchase the
         Notes pursuant to Section 2.7(a)(ii) through the issuance of shares of
         Class A Common Stock on the Purchase Date in 2005, 2007, 2011 or 2016
         shall be conditioned upon: (A) the Company's not having given its
         Company Notice of an election to pay entirely in cash and its giving of
         timely Company Notice of election to purchase all or a specified
         percentage of the Notes with Class A Common Stock as provided herein;
         (B) the shares of Class A Common Stock having been admitted for listing
         or admitted for listing subject to notice of issuance on the principal
         United States securities exchange on which the Class A Common Stock is
         then listed or, if the Class A Common Stock is not then listed on a
         national or regional securities exchange, having been included for
         quotation on the National Association of Securities Dealers Automated
         Quotation System; (C) the registration of the shares of Class A Common
         Stock to be issued in respect of the payment of the Purchase Price
         under the Securities Act and the Exchange Act, in each case if
         required; (D) any necessary qualification or registration under
         applicable state securities laws or the availability of an exemption
         from such qualification and registration; and (E) the receipt by the
         Trustee of an Officers' Certificate and an Opinion of Counsel, each
         stating that (1) the terms of the issuance of the Class A Common Stock
         are in conformity with this Supplemental Indenture and (2) the shares
         of Class A Common Stock to be issued by the Company in payment of the
         Purchase Price in respect of Notes have been duly authorized and, when
         issued and delivered pursuant to the terms of this Supplemental
         Indenture in payment of the Purchase Price in respect of the Notes,
         will be validly issued, fully paid and non-assessable and, to the best
         of such counsel's knowledge, free from preemptive rights, and, in the
         case of such Officers' Certificate, stating that conditions (A), (B),
         (C) and (D) above and the condition set forth in the second succeeding
         sentence have been satisfied and, in the case of such Opinion of
         Counsel, stating that conditions (B) and (C) above have been satisfied.

                  Such Officers' Certificate shall also set forth the number of
         shares of Class A Common Stock to be issued for each $1,000 principal
         amount of Notes and the Sale Price of a share of Class A Common Stock
         on each trading day during the period during which the Market Price is
         calculated. The Company may pay the Purchase Price (or any portion
         thereof) in Class A Common Stock only if the information necessary to
         calculate the Market Price is published in a daily newspaper of
         national circulation. If the foregoing conditions are not satisfied
         with respect to a Holder or Holders prior to the close of business on
         the Purchase Date and the Company has elected to purchase the Notes
         pursuant to this Section 2.7(a) through the issuance of shares of Class
         A Common Stock, the Company shall pay the entire Purchase Price of the
         Notes of such Holder or Holders in cash. The Company may not change the
         form or components or percentages of components of consideration to be
         paid for the Notes once the Company Notice has been given to the
         Holders, except as described in the preceding sentence.

                  (v) Notice of Election. The Company's notice of election to
         pay the Purchase Price with cash or Class A Common Stock or any
         combination thereof shall be sent to the Holders (and to beneficial
         owners as required by applicable law) (the "Company Notice") not less
         than 20 Business Days prior to such Purchase Date (the "Company Notice
         Date"). The Company Notice shall state the manner of payment and shall
         contain the following information: In the event the Company has elected
         to pay the Purchase Price (or a specified percentage thereof) with
         Class A Common Stock on the Purchase Date in either 2005, 2007, 2011 or
         2016, the Company Notice shall: (A) state that each Holder will receive
         Class A Common Stock in respect of the specified percentage of the
         Purchase Price of the Notes held by such Holder (except any cash amount
         to be paid in lieu of fractional shares); (B) state that the total
         number of shares of Class A Common Stock to be issued to Holders will
         be equal to the quotient obtained by dividing (1) the amount of cash to
         which the Noteholders would have been entitled had the Company elected
         to pay all or such specified percentage, as the case may be, of the
         Purchase Price of such Notes in cash by (2) 97.5% of the Market Price
         of the Class A Common Stock determined as of a specified date; (C) set
         forth the method of calculating the Market Price of the Class A Common
         Stock; and (D) state that because the Market Price of Class A Common
         Stock will be determined prior to the Purchase Date, Holders will bear
         the market risk with respect to the value of the Class A Common Stock
         to be received from the date such Market Price is determined to the
         Purchase Date.

                  In any case, each Company Notice shall include a form of
         Purchase Notice to be completed by a Holder and shall state: (A) the
         Purchase Price and the Conversion Rate applicable on the Company Notice
         Date; (B) the name and address of the Paying Agent and the Conversion
         Agent; (C) that Notes as to which a Purchase Notice has been given may
         be converted pursuant to Section 2.3 of the Supplemental Indenture only
         if the applicable Purchase Notice has been withdrawn in accordance with
         the terms of this Supplemental Indenture; (D) that Notes must be
         surrendered to the Paying Agent for cancellation to collect payment;
         (E) that the Purchase Price for any Note as to which a Purchase Notice
         has been given and not withdrawn will be paid promptly following the
         later of the Purchase Date and the time of surrender of such Note as
         described in (D); (E) the procedures the Holder must follow to exercise
         rights under this Section 2.7(a); (F) briefly, the conversion rights of
         the Notes; (G) the procedures for withdrawing a Purchase Notice
         (including, without limitation, for a conditional withdrawal pursuant
         to the terms of Section 2.7(a)(i)(A)(4)); (H) that, unless the Company
         defaults in making payment of such Purchase Price, any other interest
         on Notes covered by any Purchase Notice will cease to accrue on and
         after the Purchase Date; and (I) the CUSIP number or the Euroclear or
         the Clearstream Banking reference numbers of such Notes, if any (or any
         other numbers used by a Depositary to identify such Notes).

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

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

                  (vi) Covenants of the Company. All shares of Class A Common
         Stock delivered upon purchase 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 within the meaning of the Uniform
         Commercial Code.

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

                  (vii) Procedure upon Purchase. The Company shall deposit cash
         (in respect of a cash purchase under Section 2.7(a)(iii) or for
         fractional interests, as applicable) or shares of Class A Common Stock,
         or a combination thereof, as applicable, at the time and in the manner
         as provided herein, sufficient to pay the aggregate Purchase Price of
         all Notes to be purchased pursuant to this Section 2.7(a). As soon as
         practicable after the Purchase Date, the Company shall deliver to each
         Holder entitled to receive Class A Common Stock through its stock
         transfer agent, a certificate for the number of full shares of Class A
         Common Stock issuable in payment of the Purchase Price. The Person in
         whose name the certificate for Class A Common Stock is registered shall
         be treated as a holder of record of shares of Class A Common Stock on
         the Business Day following the Purchase Date. Subject to Section
         2.7(a)(iv), no payment or adjustment will be made for dividends on any
         Class A Common Stock delivered in payment of the Purchase Price the
         record date for which occurred on or prior to the Purchase Date.

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

                  (ix) No Cash Purchase if an Event of Default Exists. No Notes
         shall be purchased for cash at the option of Holders if there has
         occurred and is continuing an Event of Default under Section 2.8.
         However, Notes may be purchased if the Event of Default is in the
         payment of the purchase price with respect to the Notes.

                  (b)      Fundamental Change.

                  Within 10 days of the occurrence of a Fundamental Change, the
         Company shall notify the Trustee in writing of such occurrence and
         shall make an offer to purchase (the "Fundamental Change Offer") the
         Notes at a purchase price equal to 100% of the principal amount thereof
         plus any accrued and unpaid interest thereon to the Fundamental Change
         Payment Date (as hereinafter defined) (the "Fundamental Change Purchase
         Price") in accordance with the procedures set forth in this Section
         2.7(b).

                  Within 10 days of the occurrence of a Fundamental Change, the
         Company also shall send by first-class mail, postage prepaid, to the
         Trustee and to each Holder, at his address appearing in the Security
         Register, a notice stating:

                           (1) that the Fundamental Change Offer is being made
                  pursuant to this Section 2.7(b) and that all Notes tendered
                  will be accepted for payment, provided that a Fundamental
                  Change has occurred and otherwise subject to the terms and
                  conditions set forth herein;

                           (2) the Fundamental Change Purchase Price and the
                  purchase date (which shall be a Business Day no earlier than
                  30 days from the date such notice is mailed to the Holders and
                  no later than 30 Business Days after the date of the first
                  notice to the Trustee of the corresponding Fundamental Change)
                  (the "Fundamental Change Payment Date");

                           (3) that any Note not tendered will continue to
                  accrue interest;

                           (4) that, unless the Company defaults in the payment
                  of the Fundamental Change Purchase Price, any Notes accepted
                  for payment pursuant to the Fundamental Change Offer shall
                  cease to accrue interest after the Fundamental Change Payment
                  Date;

                           (5) that Holders accepting the offer to have their
                  Notes purchased pursuant to a Fundamental Change Offer will be
                  required to surrender the Notes to the Paying Agent at the
                  address specified in the notice prior to the close of business
                  on the Business Day preceding the Fundamental Change Payment
                  Date;

                           (6) that Holders will be entitled to withdraw their
                  acceptance if the Paying Agent receives, not later than the
                  close of business on the third Business Day preceding the
                  Fundamental Change Payment Date, a facsimile transmission or
                  letter setting forth the name of the Holder, the principal
                  amount of the Notes delivered for purchase, and a statement
                  that such Holder is withdrawing his election to have such
                  Notes purchased;

                           (7) that Holders whose Notes are being purchased only
                  in part will be issued new Notes equal in principal amount to
                  the unpurchased portion of the Notes surrendered, provided
                  that each Note purchased and each such new Note issued shall
                  be in an original principal amount in denominations of $1,000
                  and integral multiples thereof; and

                           (8) any other procedures that a Holder must follow to
                  accept a Fundamental Change Offer or effect withdrawal of such
                  acceptance.

                  On the Fundamental Change Payment Date, the Company shall (a)
         accept for payment Notes or portions thereof tendered pursuant to the
         Fundamental Change Offer, (b) deposit with the Paying Agent money
         sufficient to pay the purchase price of all Notes or portions thereof
         so tendered and (c) deliver or cause to be delivered to the Trustee
         Notes so accepted together with an Officers' Certificate stating the
         Notes or portions thereof tendered to the Company. The Paying Agent
         shall promptly mail to each Holder of Notes so accepted payment in an
         amount equal to the purchase price for such Notes, and the Company
         shall issue and the Trustee shall promptly authenticate and mail to
         such Holder a new Note equal in principal amount to any unpurchased
         portion of the Notes surrendered; provided that each such new Note
         shall be issued in an original principal amount in denominations of
         $1,000 and integral multiples thereof.

                  The Company shall not be required to make a Fundamental Change
         Offer following a Fundamental Change if a third party makes the
         Fundamental Change Offer in the manner, at the times and otherwise in
         compliance with the requirements set forth in this Supplemental
         Indenture applicable to a Fundamental Change Offer made by the Company
         and purchases all of the Notes validly tendered and not withdrawn under
         such Fundamental Change Offer.

                  The Company shall also offer to purchase all Notes not
         previously called for redemption or repurchase, if at any time, (1) the
         Rigas Family or any of its Affiliates purchases, in a transaction or
         series of transactions, shares of Class A Common Stock, and solely as a
         result of such purchases, the aggregate number of shares of Class A
         Common Stock held by the Rigas Family and its Affiliates exceeds 70% of
         the total number of shares of Class A Common Stock issued and
         outstanding at such time and (2) the closing price per share of the
         Class A Common Stock for any five (5) trading days within the period of
         the ten (10) consecutive trading days immediately after the later of
         the last date of such purchase or the public announcement of such
         purchase is less than 100% of the Conversion Price of the Notes in
         effect on each of those trading days. For purposes of this Supplemental
         Indenture, such event shall constitute a Change of Control and the
         Company shall follow procedures substantially similar to the procedures
         for a Fundamental Change Offer as set forth in this Supplemental
         Indenture. The Notes purchased pursuant to this paragraph shall be
         purchased at a price equal to 100% of the aggregate principal amount of
         the Notes to be purchased together with the interest accrued to, but
         excluding, the purchase date.

                  For purposes of the foregoing paragraph, a purchase shall not
         include any shares of Class A Common Stock acquired by the Rigas Family
         or its Affiliates as a result of the exchange or conversion of shares
         of the Company's Class B Common Stock, and the calculation of the
         number of shares of Class A Common Stock held by the Rigas Family and
         its Affiliates shall not include securities exchangeable or convertible
         into shares of Class A Common Stock.

                  There shall be no purchase of any Notes pursuant to this
         covenant if there has occurred (prior to, on or after, as the case may
         be, the tender of such Notes pursuant to the Fundamental Change Offer,
         by the Holders of such Notes) and is continuing an Event of Default.
         The Paying Agent will promptly return to the respective holders thereof
         any Notes (a) the tender of which has been withdrawn in compliance with
         this Supplemental Indenture or (b) held by it during the continuance of
         an Event of Default (other than a default in the payment of the Change
         of Control Purchase Price with respect to such Notes).

                  In the event that the Company is required to make (or to
         follow procedures substantially similar to) a Fundamental Change Offer,
         the Company will comply with all applicable tender offer rules
         including Rule 14e-1 under the Exchange Act, to the extent applicable.

S 2.8.   Events of Default.

                  With respect to the Notes issued under this Supplemental
Indenture, Section 5.1 of the Indenture is hereby replaced in its entirety as
follows:

                  An "Event of Default" occurs with respect to the Notes if:

                           (1) the Company defaults in the payment of any
                  principal of such series of Notes when the same becomes due
                  and payable at maturity, upon acceleration or otherwise,
                  whether or not such payment is prohibited by the provisions of
                  Article 15 of this Indenture;

                           (2) the Company defaults in the payment of any
                  interest on such series of Notes when the same becomes due and
                  payable and the default continues for a period of 30 days,
                  whether or not such payment is prohibited by the provisions of
                  Article 15 of this Indenture;

                           (3) the Company defaults in the observance or
                  performance of any other covenant in such series of Notes or
                  this Indenture for 60 days after written notice from the
                  Trustee or the Holders of not less than 25% in aggregate
                  principal amount of such series of Notes (including the
                  Additional Notes, if any) then outstanding;

                           (4) the Company fails to pay when due principal,
                  interest or premium aggregating $10,000,000 or more with
                  respect to any Indebtedness of the Company or any Restricted
                  Subsidiary, or the acceleration of any such Indebtedness which
                  default shall not be cured or waived, or such acceleration
                  shall not be rescinded or annulled, within ten days after
                  written notice as provided in this Indenture;

                           (5) a court of competent jurisdiction enters a final
                  judgment or judgments for the payment of money in excess of
                  $10,000,000 against the Company or any Restricted Subsidiary
                  and such judgment remains undischarged for a period of 60
                  consecutive days during which a stay of enforcement of such
                  judgment shall not be in effect;

                           (6) the Company, or any Restricted Subsidiary with
                  liabilities of greater than $10,000,000 under GAAP as of the
                  date of the event described in this clause (6), pursuant to or
                  within the meaning of any Bankruptcy Law:

                                            (A)      commences a voluntary case,

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

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

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

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

                                            (A)      is for relief against the
                                                     Company, or any Restricted
                                                     Subsidiary with liabilities
                                                     of greater than $10,000,000
                                                     under GAAP as of the
                                                     effective date of such
                                                     order or decree, in an
                                                     involuntary case,

                                            (B)      appoints a Custodian of the
                                                     Company, or any Restricted
                                                     Subsidiary with liabilities
                                                     of greater than $10,000,000
                                                     under GAAP as of the
                                                     effective date of such
                                                     order or decree, or for all
                                                     or substantially all of its
                                                     property, or

                                            (C)      orders the liquidation of
                                                     the Company, or any
                                                     Restricted Subsidiary with
                                                     liabilities of greater than
                                                     $10,000,000 under GAAP as
                                                     of the effective date of
                                                     such order or decree, and
                                                     the order or decree remains
                                                     unstayed and in effect for
                                                     60 days.

                  A Default under clauses (3) and (4) is not an Event of Default
until the Trustee notifies the Company, or the Holders of at least 25% in
aggregate principal amount of a series of Notes notifies the Company and the
Trustee, of the Default and the Company does not cure the Default within (a) 60
days after receipt of such notice in the case of a Default under clause (3) and
(b) 10 days after receipt of such notice in the case of a Default under clause
(4). The notice must specify the Default, demand that it be remedied and state
that the notice is a "Notice of Default." If the Holders of at least 25% in
principal amount of a series of outstanding Notes request the Trustee to give
such notice on their behalf, the Trustee shall do so.

S 2.9.   Acceleration.

                  With respect to the Notes issued under this Supplemental
Indenture, Section 5.2 of the Indenture is hereby replaced in its entirety as
follows:

                  If an Event of Default with respect to the Notes (other than
         an Event of Default specified in Section 2.8(6) or (7) of this
         Supplemental Indenture) occurs and is continuing, the Trustee by notice
         to the Company, or the Holders of not less than 25% in aggregate
         principal amount of the Notes affected thereby then outstanding may
         declare to be immediately due and payable, subject to the provisions of
         Article 15 of this Indenture, the principal amount of the Notes then
         outstanding plus accrued but unpaid interest to the date of
         acceleration; provided, however, that after such acceleration but
         before a judgment or decree based on such acceleration is obtained by
         the Trustee, the Holders of a majority in aggregate principal amount of
         the outstanding Notes by written notice to the Trustee and the Company
         may rescind and annul such acceleration and its consequences if all
         existing Events of Default, other than the nonpayment of accelerated
         principal or interest, have been cured or waived. In case an Event of
         Default specified in Section 2.8(6) or (7) of the Supplemental
         Indenture occurs, such amount with respect to all of the Notes shall be
         due and payable immediately without any declaration or other act on the
         part of the Trustee or the Holders of the Notes.

S 2.10.  Mergers and Consolidations.

                  With respect to the Notes issued under this Supplemental
Indenture, Section 8.1 of the Indenture is replaced in its entirety as follows:

                           The Company may not consolidate with, merge with or
         into, or transfer all or substantially all of its assets (as an
         entirety or substantially as an entirety in one transaction or a series
         of related transactions), to any Person unless: (i) the Company shall
         be the continuing Person, or the Person (if other than the Company)
         formed by such consolidation or into which the Company is merged or to
         which the properties and assets of the Company are transferred shall be
         a corporation organized and existing under the laws of the United
         States or any State thereof or the District of Columbia and shall
         expressly assume, by a supplemental indenture, executed and delivered
         to the Trustee, in form satisfactory to the Trustee, all of the
         obligations of the Company under the Notes and this Indenture, and the
         obligations under this Indenture shall remain in full force and effect;
         and (ii) immediately before and immediately after giving effect to such
         transaction, no Default or Event of Default shall have occurred and be
         continuing.

                           In connection with any consolidation, merger or
         transfer contemplated by this Section 8.1, the Company shall deliver,
         or cause to be delivered, to the Trustee, in form and substance
         reasonably satisfactory to the Trustee, an Officers' Certificate and an
         Opinion of Counsel, each stating that such consolidation, merger or
         transfer and the supplemental indenture in respect thereto comply with
         this Section 8.1 and that all conditions precedent herein provided for
         relating to such transaction or transactions have been complied with.

S 2.11.  Supplemental Indentures.

                  With respect to the Notes issued under this Supplemental
Indenture,  the following Section  supplements Article 9 of the Indenture:

                  S9.7     Revocation and Effect of Consents.

                           Until an amendment, supplement, waiver or other
         action becomes effective, a consent to it by a Holder of a Note is a
         continuing consent conclusive and binding upon such Holder and every
         subsequent Holder of the same Note or portion thereof, and of any Note
         issued upon the transfer thereof or in exchange therefor or in place
         thereof, even if notation of the consent is not made on any such Note.
         Any such Holder or subsequent Holder, however, may revoke the consent
         as to his Note or portion of a Note, if the Trustee receives the notice
         of revocation before the date the amendment, supplement, waiver or
         other action becomes effective.

                           The Company may, but shall not be obligated to, fix a
         record date for the purpose of determining the Holders entitled to
         consent to any amendment, supplement, or waiver. If a record date is
         fixed, then, notwithstanding the preceding paragraph, those Persons who
         were Holders at such record date (or their duly designated proxies),
         and only such Persons, shall be entitled to consent to such amendment,
         supplement, or waiver or to revoke any consent previously given,
         whether or not such Persons continue to be Holders after such record
         date. No such consent shall be valid or effective for more than 90 days
         after such record date unless the consent of the requisite number of
         Holders has been obtained.

                           After an amendment, supplement, waiver or other
         action becomes effective, it shall bind every Noteholder, unless it
         makes a change described in any of clauses (1) through (4) of Section
         9.2 of the Indenture. In that case the amendment, supplement, waiver or
         other action shall bind each Holder of a Note who has consented to it
         and every subsequent Holder of a Note or portion of a Note that
         evidences the same debt as the consenting Holder's Note.

S 2.12.  Covenants.

                  With respect to the Notes issued under this Supplemental
Indenture,

                  (1) references in the Indenture to the following sections are
                       modified as follows:
<TABLE>
<CAPTION>

         Reference in the Indenture to:                            Refers to:
         -----------------------------                             ---------
<S>                                                <C>
         Section 10.1 of the Indenture              Section 10.1 of the Supplemental Indenture
         Section 10.2 of the Indenture              Not applicable
         Section 10.5 of the Indenture              Section 10.7 of the Supplemental Indenture
         Section 10.7 of the Indenture              Section 10.3 of the Supplemental Indenture
         Section 10.8 of the Indenture              Section 10.5 of the Supplemental Indenture

</TABLE>

                  and (2) Article 10 of the Indenture is hereby replaced in its
entirety as follows:

                                   ARTICLE 10

                                    COVENANTS

         S 10.1   Payment of Notes.

                           The Company shall pay the principal of and all
         interest on the Notes on the dates and in the manner provided in the
         Notes and this Supplemental Indenture. An installment of principal or
         interest shall be considered paid on the date it is due if the Trustee
         or Paying Agent holds on that date money designated for and sufficient
         to pay such installment.

                           The Company will pay interest on overdue principal
         (including post-petition interest in a proceeding under any Bankruptcy
         Law) and on overdue interest, to the extent lawful, at the rate borne
         by the Notes.

         S 10.2   SEC Reports.

                           The Company shall file with the Trustee, within 15
         days after it files with the SEC, copies of the annual reports and of
         the other information, documents and reports (or copies of such
         portions of any of the foregoing as the SEC may by rules and
         regulations prescribe), if any, which the Company is required to file
         with the SEC pursuant to Section 13 or 15(d) of the Securities Exchange
         Act of 1934, as amended. The Company shall also comply with the other
         provisions of TIA S 314(a).

         S 10.3   Waiver of Stay, Extension or Usury Laws.

                           The Company covenants (to the extent that it may
         lawfully do so) that it will not at any time insist upon, or plead (as
         a defense or otherwise) or in any manner whatsoever claim or take the
         benefit or advantage of, any stay or extension law or any usury law or
         other law which would prohibit or forgive the Company from paying all
         or any portion of the principal of and/or interest on the Notes as
         contemplated herein, wherever enacted, now or at any time hereafter in
         force, or which may affect the covenants or the performance of this
         Supplemental Indenture; and (to the extent that it may lawfully do so)
         the Company hereby expressly waives all benefit or advantage of any
         such law, and covenants that it will not hinder, delay or impede the
         execution of any power herein granted to the Trustee, but will suffer
         and permit the execution of every such power as though no such law had
         been enacted.

         S 10.4   Reports to Holders.

                           The Company will send to the Trustee and to
         Noteholders, within 15 days after the filing thereof with the SEC,
         copies of its annual reports on Form 10-K, its Quarterly Reports on
         Form 10-Q and its Current Reports on Form 8-K; provided, however, that
         notwithstanding any event which results in the Company being relieved
         of its obligation to file information, documents and reports with the
         SEC pursuant to Sections 13 or 15(d) of the Exchange Act, the Company
         shall nevertheless continue, so long as any Note remains outstanding
         and unpaid, to file with the SEC (at such time as it would be required
         to file such reports under the Exchange Act), and to send to the
         Trustee and Noteholders (within 15 days thereafter), quarterly and
         annual reports and information, documents and other reports
         substantially equivalent to those it would have been obligated to file
         if it had remained subject to such sections of the Exchange Act.

         S 10.5   Money for Securities Payments to Be Held in Trust.

                           If the Company shall at any time act as its own
         Paying Agent with respect to any series of Securities, it will, on or
         before each due date of the principal of (and premium, if any) or
         interest on any of the Securities of that series, segregate and hold in
         trust for the benefit of the Persons entitled thereto a sum sufficient
         to pay the principal (and premium, if any) or interest so becoming due
         until such sums shall be paid to such Persons or otherwise disposed of
         as herein provided and will promptly notify the Trustee of its action
         or failure so to act.

                           Whenever the Company shall have one or more Paying
         Agents for any series of Securities, it will, prior to each due date of
         the principal of (and premium, if any) or interest on any Securities of
         that series, deposit with a Paying Agent a sum sufficient to pay the
         principal (and premium, if any) or interest so becoming due, such sum
         to be held in trust for the benefit of the Persons entitled to such
         principal, premium or interest, and (unless such Paying Agent is the
         Trustee) the Company will promptly notify the Trustee of its action or
         failure to so act.

                           The Company will cause each Paying Agent for any
         series of Securities (other than the Trustee) to execute and deliver to
         the Trustee an instrument in which such Paying Agent shall agree with
         the Trustee, subject to the provisions of this Section, that such
         Paying Agent will:

                                    (i) hold all sums held by it for the payment
                           of the principal of (and premium, if any) or interest
                           on Securities of that series in trust for the benefit
                           of the Persons entitled thereto until such sums shall
                           be paid to such Persons or otherwise disposed of as
                           herein provided;

                                    (ii) give the Trustee notice of any default
                           by the Company (or any other obligor upon the
                           Securities of that series) in the making of any
                           payment of principal (and premium, if any) or
                           interest on the Securities of that series; and

                                    (iii) at any time during the continuance of
                           any such default, upon the written request of the
                           Trustee, forthwith pay to the Trustee all sums so
                           held in trust by such Paying Agent.

                           The Company may at any time, for the purpose of
         obtaining the satisfaction and discharge of this Indenture or for any
         other purpose, pay, or by Company Order direct any Paying Agent to pay,
         to the Trustee all sums held in trust by the Company or such Paying
         Agent, such sums to be held by the Trustee upon the same trusts as
         those upon which such sums were held by the Company or such Paying
         Agent; and, upon such payment by any Paying Agent to the Trustee, such
         Paying Agent shall be released from all further liability with respect
         to such money.

                           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 (and premium, if any) or interest on any security of any
         series and remaining unclaimed for two years after such principal (and
         premium, if any) or interest has become due and payable shall be paid
         to the Company on Company Request, or (if then held by the Company)
         shall be discharged from such trust; and the Holder of such security
         shall thereafter, as an unsecured general creditor, look only to the
         Company for payment thereof, unless an abandoned property law
         designates another Person, 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 of such Paying Agent, before being required to make
         any such repayment, may at the expense of the Company cause to be
         published once, in a newspaper published in the English language,
         customarily published on each Business Day and of general circulation
         in New York, New York, 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 publication, any unclaimed balance of such
         money then remaining will be repaid to the Company.

         S 10.6   Notice of Defaults Or Events of Default.

                           In the event that any Default or Event of Default
         shall occur and be continuing, the Company will, within 10 days of the
         occurrence thereof, give written notice of such Default or Event of
         Default to the Trustee.

         S 10.7   Compliance Certificates.

                           The Company shall deliver to the Trustee on or before
         105 days after the end of its fiscal year and on or before 50 days
         after the end of its second fiscal quarter in each year an Officers'
         Certificate stating whether or not the signers know of any Default or
         Event of Default. If they do know of such a Default or Event of
         Default, the certificate shall describe such Default or Event of
         Default and the efforts to remedy or obtain a waiver of the same.

S 2.13.  Defeasance and Covenant Defeasance.

                  With respect to the Notes issued under this Supplemental
Indenture, both Section 13.1 and Section 13.2 shall be inapplicable to the
Notes.

S 2.14.  Subordination.

                  With respect to the Notes issued under this Supplemental
Indenture, Article 15 of the Indenture is hereby replaced in its entirety as
follows:

                                   ARTICLE 15

                                  SUBORDINATION

                  S 15.1 Agreement to Subordinate and Ranking.

                           The Company, for itself and its successors, and each
         Holder, by its acceptance of Notes, agree that the payment of the
         principal of or interest on or any other amounts due on the Notes is
         subordinated in right of payment, to the extent and in the manner
         stated in this Article 15, to the prior payment in full of all existing
         and future Senior Debt. The Notes shall rank pari passu with, and shall
         not be senior in right of payment to such other Indebtedness of the
         Company whether outstanding on the date of this Indenture or hereafter
         created, incurred, issued or Guaranteed by the Company, where the
         instrument creating or evidencing such Indebtedness expressly provides
         that such Indebtedness ranks pari passu with the Notes.

                           The Notes shall rank pari passu with the Company's 6%
Convertible Subordinated Notes due 2006.

                  S 15.2   No Payment on Notes if Designated Senior Debt in
Default.

                           Anything in this Indenture to the contrary
         notwithstanding, no payment on account of principal of or redemption
         of, interest on or other amounts due on the Notes, and no redemption,
         purchase, or other acquisition of the Notes, shall be made by or on
         behalf of the Company, except payments comprised solely of Permitted
         Junior Securities, if (i) a default in the payment of Designated Senior
         Debt occurs and is continuing beyond any applicable period of grace (a
         "Payment Default"), or (ii) a default other than a Payment Default on
         any Designated Senior Debt occurs and is continuing that permits the
         holders of Designated Senior Debt to accelerate its maturity, and the
         trustee receives notice of such default (a "Payment Blockage Notice")
         from the Company or from any holders of Designated Senior Debt or such
         Holder's representative (a "Non-Payment Default"), but only for the
         period (the "Payment Blockage Period") commencing on the date of
         receipt of the Payment Blockage Notice and ending (unless earlier
         terminated by notice given to the Trustee by the holders of such
         Designated Senior Debt) (a) in the case of a Payment Default, upon the
         date on which such Payment Default is cured or waived or ceases to
         exist, and (b) in the case of a Non-Payment Default, the earliest of
         the date on which such Non-Payment Default is cured or waived or ceases
         to exist or 180 days from the date notice is received, if the maturity
         of the Designated Senior Debt has not been accelerated. Upon
         termination of the Payment Blockage Period, payments on account of
         principal of or interest on the Notes (other than, subject to Section
         15.3 hereof, amounts due and payable by reason of the acceleration of
         the maturity of the Notes) and redemptions, purchases or other
         acquisitions shall be made by or on behalf of the Company.
         Notwithstanding anything herein to the contrary, (a) only one Payment
         Blockage Notice may be given with respect to the same Non-Payment
         Default or any other Non-Payment Default on the same issue of
         Designated Senior Debt existing or continuing at the time of such
         Payment Blockage Notice may be given and (b) no new Payment Blockage
         Period may be commenced by the holder or holders of Designated Senior
         Debt or their representative or representatives, unless 360 consecutive
         days have elapsed since the initial effectiveness of the immediately
         preceding Payment Blockage Notice.

                           In the event that, notwithstanding the provisions of
         this Section 15.2, payments are made by or on behalf of the Company in
         contravention of the provisions of this Section 15.2, such payments
         shall be held by the Trustee, any Paying Agent or the holders, as
         applicable, in trust for the benefit of, and shall be paid over to and
         delivered to, the holders of Senior Debt or their representative or the
         trustee under the indenture or other agreement (if any), pursuant to
         which any instruments evidencing any Senior Debt may have been issued
         for application to the payment of all Senior Debt ratably according to
         the aggregate amounts remaining unpaid to the extent necessary to pay
         all Senior Debt in full in accordance with the terms of such Senior
         Debt, after giving effect to any concurrent payment or distribution to
         or for the holders of Senior Debt.

                           The Company shall give prompt written notice to the
         Trustee and any Paying Agent of any default or event of default under
         any Senior Debt or under any agreement pursuant to which any Senior
         Debt may have been issued.

                  S 15.3   Distribution on Acceleration of Notes; Dissolution
and Reorganization; Subrogation of Notes.

                           (a) If the Notes are declared due and payable because
         of the occurrence of an Event of Default, the Company or the Trustee
         shall give prompt written notice to the holders of all Senior Debt or
         to the trustee(s) for such Senior Debt of such acceleration.

                           (b) Upon (i) any acceleration of the principal amount
         due on the Notes because of an Event of Default or (ii) any
         distribution of assets of the Company upon any dissolution, winding up,
         liquidation or reorganization of the Company (whether in bankruptcy,
         insolvency or receivership proceedings or upon an assignment for the
         benefit of creditors or any other dissolution, winding up, liquidation
         or reorganization of the Company):

                           (1) the holders of all Senior Debt shall first be
                  entitled to receive payment in full of the principal thereof,
                  the interest thereon and any other amounts due thereon before
                  the Holders are entitled to receive payment on account of the
                  principal of or interest on or any other amounts due on the
                  Notes, except payments comprised solely of Permitted Junior
                  Securities;

                           (2) any payment or distribution of assets of the
                  Company of any kind or character, whether in cash, property or
                  securities (other than Permitted Junior Securities), to which
                  the holders or the Trustee would be entitled except for the
                  provisions of this Article 15, shall be paid by the
                  liquidating trustee or agent or other Person making such a
                  payment or distribution, directly to the holders of Senior
                  Debt (or their representatives(s) or trustee(s) acting on
                  their behalf), ratably according to the aggregate amounts
                  remaining unpaid on account of the principal of or interest on
                  and other amounts due on the Senior Debt held or represented
                  by each, to the extent necessary to make payment in full of
                  all Senior Debt remaining unpaid, after giving effect to any
                  concurrent payment or distribution to the holders of such
                  Senior Debt; and

                           (3) in the event that, notwithstanding the foregoing,
                  any payment or distribution of assets of the Company of any
                  kind or character, whether in cash, property or securities
                  (other than payments comprised solely of Permitted Junior
                  Securities), shall be received by the Trustee or the holders
                  before all Senior Debt is paid in full, such payment or
                  distribution shall be held in trust for the benefit of, and be
                  paid over to upon request by a holder of the Senior Debt, the
                  holders of the Senior Debt remaining unpaid (or their
                  representatives) or trustee(s) acting on their behalf, ratably
                  as aforesaid, for application to the payment of such Senior
                  Debt until all such Senior Debt shall have been paid in full,
                  after giving effect to any concurrent payment or distribution
                  to the holders of such Senior Debt.

                           Subject to the payment in full of all Senior Debt,
         the Holders shall be subrogated to the rights of the holders of Senior
         Debt to receive payments or distributions of cash, property or
         securities of the Company applicable to the Senior Debt until the
         principal of and interest on the Notes shall be paid in full and, for
         purposes of such subrogation, no such payments or distributions to the
         holders of Senior Debt of cash, property or securities which otherwise
         would have been payable or distributable to Holders shall, as between
         the Company, its creditors other than the holders of Senior Debt, and
         the Holders, be deemed to be a payment by the Company to or on account
         of the Senior Debt, it being understood that the provisions of this
         Article 15 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 Debt, on the other hand.

                           Nothing contained in this Article 15 or elsewhere in
         this Indenture or in the Notes is intended to or shall (i) impair, as
         between the Company and its creditors other than the holders of Senior
         Debt, 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 is intended to or (ii) affect
         the relative rights of the Holders and creditors of the Company other
         than holders of Senior Debt or, as between the Company and the Trustee,
         the obligations of the Company to the Trustee, or (iii) prevent the
         Trustee or the Holders from exercising all remedies otherwise permitted
         by applicable law upon default under this Indenture, subject to the
         rights, if any, under this Article 15 of the holders of Senior Debt in
         respect of cash, property and securities of the Company received upon
         the exercise of any such remedy.

                           Upon distribution of assets of the Company referred
         to in this Article 15, the Trustee, subject to the provisions of
         Sections 6.1 and 6.2 of this Indenture, and the Holders shall be
         entitled to rely upon 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 Debt 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 15. The Trustee,
         however, shall not be deemed to owe any fiduciary duty to the holders
         of Senior Debt. Nothing contained in this Article 15 or elsewhere in
         this Indenture, or in any of the Notes, shall prevent the good faith
         application by the Trustee of any moneys which were deposited with it
         hereunder, prior to its receipt of written notice of facts which would
         prohibit such application, for the purpose of the payment of or on
         account of the principal of or interest on, the Notes unless, prior to
         the date on which such application is made by the Trustee, the Trustee
         shall be charged with notice under Section 15.3(d) hereof of the facts
         which would prohibit the making of such application.

                           (c) The provisions of this Article 15 shall not be
         applicable to any cash, properties or securities received by the
         Trustee or by any Holder when received as a holder of Senior Debt and
         nothing in Section 6.13 hereof or elsewhere in this Indenture shall
         deprive the Trustee or such Holder of any of its rights as such holder.

                           (d) 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 of money to or by the Trustee in respect of the
         Notes pursuant to the provisions of this Article 15. The Trustee,
         subject to the provisions of Sections 6.1 and 6.2 hereof, shall be
         entitled to assume that no such fact exists unless the Company or any
         holder of Senior Debt or any trustee therefor has given such notice to
         the Trustee. Notwithstanding the provisions of this Article 15 or any
         other provisions of this Indenture, the Trustee shall not be charged
         with knowledge of the existence of any fact which would prohibit the
         making of any payment of monies to or by the Trustee in respect of the
         Notes pursuant to the provisions in this Article 15, unless, and until
         three Business Days after, the Trustee shall have received written
         notice thereof from the Company or any Holder or holders of Senior Debt
         or from any trustee therefor; and, prior to the receipt of any such
         written notice, the Trustee, subject to the provisions of Sections 6.1
         and 6.2 hereof, shall be entitled in all respects conclusively to
         assume that no such facts exist; provided that if on a date not less
         than three Business Days immediately preceding the date upon which by
         the terms hereof any such monies may become payable for any purpose
         (including, without limitation, the principal of or interest on any
         Note), the Trustee shall not have received with respect to such monies
         the notice provided for in this Section 15.3(d), than anything herein
         contained to the contrary notwithstanding, the Trustee shall have full
         power and authority to receive such monies and to apply the same to the
         purpose for which they were received, and shall not be affected by any
         notice to the contrary which may be received by it on or after such
         prior date.

                           The Trustee shall be entitled to rely on the delivery
         to it of a written notice by a Person representing himself to be a
         holder of Senior Debt (or a trustee on behalf of such holder) to
         establish that such notice has been given by a holder of Senior Debt
         (or a trustee on behalf of any such holder or holders). 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
         Debt to participate in any payment or distribution pursuant to this
         Article 15, the Trustee may request such Person to furnish evidence to
         the reasonable satisfaction of the Trustee as to the amount of Senior
         Debt 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 such Person under this Article 15, 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; nor shall the Trustee be charged with
         knowledge of the curing or waiving of any default of the character
         specified in Section 15.2 hereof or that any event or any condition
         preventing any payment in respect of the Notes shall have ceased to
         exist, unless and until the Trustee shall have received an Officers'
         Certificate to such effect.

                           (e) The provisions of this Section 15.3  applicable
         to the Trustee shall also apply to any Paying Agent for the Company.

                  S 15.4   Reliance by Senior Debt on Subordination Provisions.

                           Each Holder of any Note by his acceptance thereof
         acknowledges and agrees that the foregoing subordination provisions
         are, and are intended to be, an inducement and a consideration for each
         holder of any Senior Debt, whether such Senior Debt was created or
         acquired before or after the issuance of the Notes, to acquire and
         continue to hold, or to continue to hold, such Senior Debt, and such
         holder of Senior Debt shall be deemed conclusively to have relied on
         such subordination provisions in acquiring and continuing to hold, or
         in continuing to hold, such Senior Debt. Notice of any default in the
         payment of any Senior Debt, except as expressly stated in this Article
         15, and notice of acceptance of the provisions hereof are hereby
         expressly waived. Except as otherwise expressly provided herein, no
         waiver, forbearance or release by any holder of Senior Debt under such
         Senior Debt or under this Article 15 shall constitute a release of any
         of the obligations or liabilities of the Trustee or Holders of the
         Notes provided in this Article 15.

                  S 15.5   No Waiver of Subordination Provisions.

                           Except as otherwise expressly provided herein, no
         right of any present or future holder of any Senior Debt 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 any such holder may have or be otherwise charged with.

                           Without in any way limiting the generality of the
         foregoing paragraph, the holders of Senior Debt may, at any time and
         from time to time, without the consent of, or notice to, the Trustee or
         the Holders of the Notes, without incurring responsibility to the
         Holders of the Notes and without impairing or releasing the
         subordination provided in this Article 15 or the obligations hereunder
         of the Holders of the Notes to the holders of Senior Debt, do any one
         or more of the following: (i) change the manner, place or terms of
         payment of, or renew or alter, Senior Debt, or otherwise amend or
         supplement in any manner Senior Debt or any instrument evidencing the
         same or any agreement under which Senior Debt is outstanding; (ii)
         sell, exchange, release or otherwise dispose of any property pledged,
         mortgaged or otherwise securing Senior Debt; (iii) release any Person
         liable in any manner for the collection of Senior Debt; and (iv)
         exercise or refrain from exercising any rights against the Company or
         any other Person.

                  S 15.6   Trustee's Relation to Senior Debt.

                           The Trustee in its individual capacity shall be
         entitled to all the rights set forth in this Article 15 in respect of
         any Senior Debt at any time held by it, to the same extent as any
         holder of Senior Debt, and nothing in Section 6.13 hereof or elsewhere
         in this Indenture shall deprive the Trustee of any of its rights as
         such holder.

                           With respect to the holders of Senior Debt, the
         Trustee undertakes to perform or to observe only such of its covenants
         and obligation, as are specifically set forth in this Article 15, and
         no implied covenants or obligations with respect to the holders of
         Senior Debt shall be read into this Indenture against the Trustee. The
         Trustee shall not owe any fiduciary duty to the holders of Senior Debt
         but shall have only such obligations to such holders as are expressly
         set forth in this Article 15.

                           Each Holder of a Note by his acceptance thereof
         authorizes and directs the Trustee on his behalf to take such action as
         may be necessary or appropriate to effectuate the subordination
         provided in this Article 15 and appoints the Trustee his
         attorney-in-fact for any and all such purposes, including, in the event
         of any dissolution, winding up or liquidation or reorganization under
         any applicable bankruptcy law of the Company (whether in bankruptcy,
         insolvency or receivership proceedings or otherwise), the timely filing
         of a claim for the unpaid balance of such Holder's Notes in the form
         required in such proceedings and the causing of such claim to be
         approved. If the Trustee does not file a claim or proof of debt in the
         form required in such proceedings prior to 30 days before the
         expiration of the time to file such claims or proofs, then any Holder
         or holders of Senior Debt or their representative or representatives
         shall have the right to demand, sue for, collect, receive and receipt
         for the payments and distributions in respect of the Notes which are
         required to be paid or delivered to the holders of Senior Debt as
         provided in this Article 15 and to file and prove all claims therefore
         and to take all such other action in the name of the holders or
         otherwise, as such holders of Senior Debt or representative thereof may
         determine to be necessary or appropriate for the enforcement of the
         provisions of this Article 15.

                  S 15.7   Other Provisions Subject Hereto.

                           Expect as expressly stated in this Article 15,
         notwithstanding anything contained in this Indenture to the contrary,
         all the provisions of this Indenture and the Notes are subject to the
         provisions of this Article 15. However, nothing in this Article 15
         shall apply to or adversely affect the claims of, or payment, to, the
         Trustee pursuant to Section 6.7 hereof. Notwithstanding the foregoing,
         the failure to make a payment on account of principal of or interest on
         the Notes by reason of any provision of this Article 15 shall not be
         construed as preventing the occurrence of an Event of Default under
         Section 5.1 hereof.


                                    ARTICLE 3

                                  MISCELLANEOUS

S 3.1.   Effect of Headings.

                  The Article and Section headings herein are for convenience
only and shall not affect the construction hereof.

S 3.2.   Successors and Assigns.

                  All covenants and agreements in this Supplemental Indenture by
the Company shall bind its successors and assigns, whether so expressed or not.

S 3.3.   Separability Clause.

                  In case any provision in this Supplemental 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.

S 3.4.   Governing Law.

                  This Supplemental Indenture and the Notes created hereby shall
be governed by and construed in accordance with the laws of the State of New
York without giving effect to any conflicts of law provisions (other than
Section 5-1401 of the New York General Obligations Law) that might cause this
Supplemental Indenture and the Notes to be governed by or construed or enforced
in accordance with the laws of any other jurisdiction.


           [The rest of this page has been intentionally left blank.]


<PAGE>


                             Supplemental Indenture


                  IN WITNESS WHEREOF, the parties have caused this Supplemental
Indenture to be duly executed, and attested, all as of the date and year first
written above.

                                          ADELPHIA COMMUNICATIONS CORPORATION


                                               By: /s/ James Brown
                                                   Name: James Brown
                                                   Title: Vice President





<PAGE>


                             Supplemental Indenture



                                            THE BANK OF NEW YORK, as Trustee


                                               By: /s/ Paul Schmalzel
                                                   Name: Paul  Schmalzel
                                                   Title: Vice President




<PAGE>




                                    Exhibit A


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





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


                                 [Face of Note]
                  3.25% Convertible Subordinated Notes due 2021

CUSIP No. 006848 BH 7                                         $_______________



                       ADELPHIA COMMUNICATIONS CORPORATION

promises to pay to Cede & Co. or registered assigns, the principal sum of
 ___________________ Dollars on May 1, 2021.

                  Interest Payment Dates:  May 1 and November 1

                  Record Dates:  April 15 and October 15

                  Dated:  April 25, 2001


                                     ADELPHIA COMMUNICATIONS CORPORATION


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

                                                       (SEAL)

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

THE BANK OF NEW YORK,
as Trustee


By:
    ------------------------------------------------
      Authorized Signature


<PAGE>



                                 [Back of Note]
                  3.25% Convertible Subordinated Notes due 2021

                  [INSERT IN GLOBAL NOTES] [This Security is in global form
within the meaning of the Indenture hereinafter referred to and is registered in
the name of a Common Depositary or a U.S. Depositary. Unless and until it is
exchanged in whole or in part for Securities in certificated form, this Security
may not be transferred except as a whole by the Common Depositary or a U.S.
Depositary or by a nominee of the Common Depositary or a nominee of the U.S.
Depositary as the case may be.]

                  Unless and until it is exchanged in whole or in part for Notes
in definitive form, this Note may not be transferred except as a whole by the
U.S. Depository to a nominee of the U.S. Depository or by a nominee of the U.S.
Depository to the U.S. Depository or another nominee of the U.S. Depository or
by the U.S. Depository or any such nominee to a successor U.S. Depository or a
nominee of such successor U.S. Depository. Unless this certificate is presented
by an authorized representative of The Depository Trust Company (55 Water
Street, New York, New York) ("DTC"), to the issuer or its agent for registration
of transfer, exchange or payment, and any certificate issued is registered in
the name of Cede & Co. or such other name as may be requested by an authorized
representative of DTC (and any payment is made to Cede & Co. or such other
entity as may be requested by an authorized representative of DTC), ANY
TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON
IS WRONGFUL inasmuch as the registered owner hereof, Cede & Co., has an interest
herein.

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

                  1. INTEREST. Adelphia Communications Corporation, a Delaware
corporation (the "Company") promises to pay interest on the principal amount of
this Note at 3.25% per annum from April 25, 2001 until May 1, 2021. The Company
shall pay interest, semi-annually in arrears on May 1 and November 1 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 will accrue from
the most recent date to which interest has been paid or, if no interest has been
paid, from the date of issuance; provided that if there is no existing Default
in the payment of interest, and if this Note is authenticated between a record
date referred to on the face hereof and the next succeeding Interest Payment
Date, interest shall accrue from such next succeeding Interest Payment Date;
provided, further, that the first Interest Payment Date shall be November 1,
2001. The Company shall pay interest (including post-petition interest in any
proceeding under any Bankruptcy Law) on overdue principal from time to time on
demand at a rate equal to the per annum rate on the Notes 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 will be computed on the basis of a 360-day year of
twelve 30-day months.

                  2. METHOD OF PAYMENT. The Company shall make payments in
respect of the Notes represented by the Global Notes (including principal and
interest) by wire transfer of immediately available funds to the accounts
specified by the Note Custodian. With respect to Notes issued in definitive
form, the Company shall make all payments of principal and interest by mailing a
check to each such Holder's registered address, provided that all payments with
respect to Notes having an aggregate principal amount of $100,000 or more, the
Holders of which have given wire transfer instructions to the Company at least
ten business days prior to the applicable payment date, will be required to be
made by wire transfer of immediately available funds to the accounts specified
by the Holders thereof. The Notes represented by the Global Notes are expected
to be eligible to trade in DTC's Same-Day Funds Settlement System, and any
permitted secondary market trading activity in such notes will, therefore, be
required by DTC to be settled in immediately available funds. The Company
expects that secondary trading in the Definitive Notes also will be settled in
immediately available funds.

                  3. PAYING AGENT AND SECURITY  REGISTRAR.  Initially,The Bank
of New York, the Trustee under the Indenture, will act as Paying Agent,
Conversion Agent and Security Registrar. The Notes may be presented for
registration of transfer and exchange at the offices of the Security Registrar.
The Company may change any Paying Agent, Conversion Agent or Security Registrar
without notice to any Holder. The Company or any of its Subsidiaries may act in
any such capacity.

                  4. INDENTURE. The Company issued the Notes under an Indenture,
dated as of January 23, 2001 (the "Base Indenture"), as supplemented by a Second
Supplemental Indenture, dated as of April 25, 2001 (the "Supplemental Indenture"
and, together with the Base Indenture, the "Indenture"), between the Company and
the Trustee. The terms of the Notes include those stated in the Indenture and
those made part of the Indenture by reference to the Trust Indenture Act of
1939, as amended (15 U.S. Code SS 77aaa-77bbbb). The Notes are subject to all
such terms, and Holders are referred to the Indenture and such Act for a
statement of such terms. The Notes issued under the Indenture are subordinated
unsecured obligations of the Company limited to $575,000,000 in aggregate
principal amount.

                  5.       OPTIONAL REDEMPTION.

                  At any time on or after May 3, 2005, the Company may redeem
any portion of the Notes, in whole or in part, on at least 30 days, but no more
than 60 days' notice at 100% of the principal amount of the Notes plus accrued
and unpaid interest to, but excluding the redemption date.

                  In the event the Company redeems less than all of the
outstanding Notes, the Notes to be redeemed shall be selected by the Trustee in
accordance with Section 11.3 of the Indenture. In the event a portion of an
outstanding Note is selected for redemption and such Note is converted in part
after such selection, the converted portion of such Note shall be deemed (so far
as may be) to be the portion to be selected for redemption in accordance with
Section 11.3 of the Indenture. The Company may not give notice of any redemption
if the Company has defaulted in payment of interest and the default is
continuing.

                  6.       NOTICE OF REDEMPTION.

                  Notice of redemption will be mailed at least 30 days but not
more than 60 days before the redemption date to each Holder of the Notes to be
redeemed at such Holder's address of record. The Notes in denominations larger
than $1,000 may be redeemed in part but only in integral multiples of $1,000. In
the event of a redemption of less than all of the Notes, the Notes will be
chosen for redemption by the Trustee in accordance with the Indenture. On and
after the redemption date, interest ceases to accrue on the Notes or portions of
them called for redemption.

                  If this Note is redeemed subsequent to a Record Date with
respect to any Interest Payment Date specified above and on or prior to such
Interest Payment Date, then any accrued interest will be paid to the Person in
whose name this Note is registered at the close of business on such Record Date.

                  7. MANDATORY  REDEMPTION.  Except as set forth in paragraph 8
below, the Company shall not be required to make mandatory redemption payments
with respect to the Notes. There are no sinking fund payments with respect to
the Notes.

                  8. REPURCHASE AT OPTION OF HOLDER. Subject to the terms and
conditions of the Indenture, the Company shall become obligated to purchase, at
the option of the Holder, the Notes held by such Holder on May 1, 2003, May 1,
2005, May 1, 2007, May 1, 2011 or May 1, 2016 (each, a "Purchase Date") at a
Purchase Price in cash of 100% of the principal amount of the Notes (plus
accrued and unpaid interest on the Notes to, but excluding, the applicable
Purchase Date) or, except for the Purchase Date on May 1, 2003, in shares of
Class A Common Stock valued at 97.5% of the Market Price, upon delivery of a
Purchase Notice containing the information set forth in the Indenture, at any
time from the opening of business on the date that is 20 Business Days prior to
such Purchase Date until the close of business on such Purchase Date and upon
delivery of the Notes to the Paying Agent by the Holder as set forth in the
Indenture.

                  The Purchase Price, plus any accrued and unpaid interest to,
but excluding, the Purchase Date, for all Notes purchased on May 1, 2003 will be
paid in cash but on the later four Purchase Dates it may be paid, at the option
of the Company, in cash or shares of Class A Common Stock or any combination
thereof.

                  Within 10 days of the occurrence of a Fundamental Change the
Company shall notify the Trustee and each Holder in writing of such occurrence
and shall make an offer to purchase (the "Fundamental Change Offer") all or any
part of each Holder's Notes at a purchase price equal to 100% of the principal
amount thereof plus any accrued and unpaid interest thereon to the purchase
date, which shall be a Business Day no later than 30 Business Days after the
date of the notice of the Fundamental Change (the "Fundamental Change Payment
Date"). Such right to require the repurchase of Notes shall not continue after
discharge of the Company from its obligations with respect to the Notes. The
Board of Directors of the Company may not waive this provision.

                  9. SUBORDINATION. The payment of the principal of, interest on
or any other amounts due on the Notes is subordinated in right of payment to all
existing and future Senior Debt of the Company, as described in the Indenture.
Each Holder, by accepting a Note, agrees to such subordination and authorizes
and directs the Trustee on its behalf to take such action as may be necessary or
appropriate to effectuate the subordination so provided and appoints the Trustee
as its attorney-in-fact for such purpose.

                  10. CONVERSION. The holder of any Note has the right,
exercisable at any time after the original issuance of the Note and before the
close of business (New York time) on the Business Day immediately preceding the
date of the Note's maturity, to convert the principal amount thereof (or any
portion thereof that is an integral multiple of $1,000) into shares of Class A
Common Stock at the initial Conversion Price of $43.758 per share, subject to
adjustment under certain circumstances as set forth in the Indenture, except
that if a Note is called for redemption, the conversion right will terminate at
the close of business on the Business Day immediately preceding the date fixed
for redemption (unless the Company shall default in making the redemption
payment when it becomes due, in which case the conversion right shall terminate
on the date such default is cured).

                  To convert a Note, a holder must (1) complete and sign a
conversion notice substantially in the form set forth below, (2) surrender the
Note to a Conversion Agent, (3) furnish appropriate endorsements or transfer
documents if required by the Registrar or Conversion Agent and (4) pay any
transfer or similar tax, if required. No payment or other adjustment for accrued
interest or dividends on any Class A Common Stock issued upon conversion of the
Notes. If any Notes are converted during any period after any Record Date for
the payment of an installment of interest but before the next Interest Payment
Date, interest for such notes will be paid on the next Interest Payment Date,
notwithstanding such conversion, to the Holders of such Notes. Any Notes that
are, however, delivered to the Company for conversion after any Record Date but
before the next Interest Payment Date must, except as described in the next
sentence, be accompanied by a payment equal to the interest payable on such
Interest Payment Date on the principal amount of Notes being converted. The
payment to the Company described in the preceding sentence shall not be required
if, during that period between a Record Date and the next Interest Payment Date,
a conversion occurs on or after the date that the Company has issued a
redemption notice and prior to the date of redemption stated in such notice. No
fractional shares will be issued upon conversion, but a cash adjustment will be
made for any fractional shares.

                  A Note in respect of which a Holder has delivered an "Option
of Holder to Elect Purchase" form appearing below exercising the option of such
Holder to require the Company to purchase such Note may be converted only if the
notice of exercise is withdrawn as provided above and in accordance with the
terms of the Indenture. The above description of conversion of the Notes is
qualified by reference to, and is subject in its entirety by, the more complete
description thereof contained in the Indenture.

                  11.      DENOMINATIONS,   TRANSFER,   EXCHANGE.  The  Notes
are in registered form without coupons in minimum denominations of $1,000 and
integral multiples of $1,000 in excess thereof. The transfer of Notes may be
registered and Notes may be exchanged as provided in the Indenture.

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

                  13. AMENDMENT, SUPPLEMENT AND WAIVER. Subject to certain
exceptions, the Indenture with respect to the Notes or the Notes may be amended
or supplemented with the written consent of the Holders of a majority in
principal amount of the Initial Notes and Additional Notes, if any, voting as a
single class, and any existing default or compliance with any provision of the
Indenture with respect to the Notes or the Notes may be waived with the consent
of the Holders of a majority in principal amount of the Initial Notes and
Additional Notes, if any, voting as a single class. Without the consent of any
Holder of the Notes, the Indenture with respect to the Notes or the Notes may be
amended or supplemented to, in addition to other events more fully described in
the Indenture, cure any ambiguity, defect or inconsistency, to establish the
form or terms of the Notes as permitted by Sections 2.1 and 3.1 of the
Indenture, to evidence the succession of another corporation to the Company and
the assumption by any such successor of the covenants of the Company contained
in the Indenture, to secure the Notes, to make any change that does not
materially adversely affect the interests of any Holder under the Indenture, to
qualify, or maintain the qualification of the Indenture under the Trust
Indenture Act or to provide for the issuance of Additional Notes in accordance
with the limitations set forth in the Indenture.

                  14. DEFAULTS AND REMEDIES. An Event of Default with respect to
the Notes occurs if: (i) the Company defaults in the payment when due of any
interest on, any such series of Notes and such default continues for a period of
30 days; (ii) the Company defaults in the payment of the principal of any such
series of Notes at its maturity; (iii) the Company fails to observe or perform
any other covenant, representation, warranty or other agreement in the Indenture
or the Notes for 60 days after written notice to the Company by the Trustee or
the Holders of at least 25% in principal amount of such series of Notes then
outstanding; (iv) the Company fails to pay when due principal, interest or
premium aggregating $10,000,000 or more with respect to any Indebtedness of the
Company or any Restricted Subsidiary, or the acceleration of any such
Indebtedness which default shall not be cured or waived, or such acceleration
shall not be rescinded or annulled, within 10 days after written notice; (v) a
final judgment or final judgments for the payment of money are entered by a
court or courts of competent jurisdiction against the Company or any of its
Restricted Subsidiaries and such judgment or judgments remain undischarged for a
period (during which execution shall not be effectively stayed) of 60 days,
provided that the aggregate of all such judgments exceeds $10,000,000; or (vi)
the Company or any Restricted Subsidiary with liabilities of greater than
$10,000,000 under GAAP as of the date of the event described in this clause,
pursuant to or within the meaning of Bankruptcy Law: (a) commences a voluntary
case, (b) consents to the entry of an order for relief against it in an
involuntary case, (c) consents to the appointment of a Custodian of it or for
all or substantially all of its property, or (d) makes a general assignment for
the benefit of its creditors, (vii) a court of competent jurisdiction enters an
order or decree under any Bankruptcy Law that: (a) is for relief against the
Company, or any Restricted Subsidiary with liabilities of greater than
$10,000,000 under GAAP as of the effective date of such order or decree in an
involuntary case, (b) appoints a custodian of the Company, or any Restricted
Subsidiary of Restricted Subsidiary with liabilities of greater than $10,000,000
under GAAP as of the effective date of such order or decree or for all or
substantially all of its property or (c) orders the liquidation of the Company,
or any Restricted Subsidiary with liabilities greater than $10,000,000 under
GAAP as of the effective date of such order or decree; 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
principal amount of the then outstanding series of Notes (including Additional
Notes, if any) may declare all of such Notes to be due and payable immediately.
Notwithstanding the foregoing, in the case an Event of Default specified in
clauses (6) or (7) of Section 5.1 of the Indenture occurs with respect to the
Company, or a Restricted Subsidiary with liabilities of greater than $10,000,000
under GAAP as of the effective date of such order or decree, all outstanding
series of Notes will become due and payable without further action or notice.
Holders of such series of Notes may not enforce the Indenture with respect to
such series of Notes or such series of Notes except as provided in the
Indenture. Subject to certain limitations, Holders of a majority in principal
amount of the then outstanding series of Notes may direct the Trustee in its
exercise of any trust or power. The Trustee may withhold from Holders of such
series of Notes notice of any continuing Default or Event of Default (except a
Default or Event of Default relating to the payment of principal or interest) if
it determines that withholding notice is in their interest. The Holders of not
less than a majority in aggregate principal amount of the such series of Notes
then outstanding by notice to the Trustee may on behalf of the Holders of all of
the Notes waive any existing Default or Event of Default and its consequences
under the Indenture, except a continuing Default or Event of Default in the
payment of the principal of or interest on, such series of Notes (provided,
however, that the Holders of a majority in aggregate principal amount of the
then outstanding series of Notes may rescind an acceleration and its
consequence, including any related payment default) or a default with respect to
any covenant or provision which cannot be modified or amended without the
consent of the Holder of each outstanding Note affected.

                  The Company is required to deliver to the Trustee annually a
statement regarding compliance with the Indenture, and the Company is required,
upon becoming aware of any Default or Event of Default, to deliver to the
Trustee a statement specifying such Default or Event of Default and what action
the Company is taking or proposes to take thereto.

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

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

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

                  18. 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 entireties), JT TEN (= joint tenants with right of
survivorship and not as tenants in common), CUST (= Custodian), and U/G/M/A (=
Uniform Gifts to Minors Act).

                  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.

                  The Company shall furnish to any Holder upon written request
and without charge a copy of the Indenture. Requests may be made to:

                           Adelphia Communications Corporation
                           One North Main Street
                           Coudersport, Pennsylvania 16915
                           Attention:  Colin H. Higgin, Esq.



<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 I.D. no.)








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

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




Date:  __________

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



<PAGE>



                       OPTION OF HOLDER TO ELECT PURCHASE


                  If you want to elect to have this Note purchased by the
Company pursuant to Section 2.7 of the Supplemental Indenture, check the box
below:

                                     Section 2.7

                  If you want to elect to have only part of the Note purchased
by the Company pursuant to Section 2.7 of the Supplemental Indenture, state the
amount you elect to have purchased: $________


Date:  __________               Your Signature:
                                                 -------------------------------
                                (Sign exactly as your name appears on the Note)

                                Tax Identification No.:
                                                         -----------------------





<PAGE>


                               ELECTION TO CONVERT

To Adelphia Communications Corporation:

The undersigned owner of this Note hereby irrevocably exercises the option to
convert this Note, or the portion below designated, into Class A Common Stock of
Adelphia Communications Corporation in accordance with the terms of the
Indenture referred to in this Note, and directs that the shares issuable and
deliverable upon conversion, together with any check in payment for fractional
shares, be issued in the name of and delivered to the undersigned, unless a
different name has been indicated in the assignment below. If the shares are to
be issued in the name of a person other than the undersigned, the undersigned
will pay all transfer taxes payable with respect thereto.



Date:

                  in whole ___

    Portions of Note to be converted ($1,000 or integral multiples thereof):
                                                     $--------------



                                                     Signature


Please Print or Typewrite Name and Address, Including Zip Code, and Social
Security or Other Identifying Number

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

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

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

Signature Guarantee:  *
                       ---------------------------------------------------------

<PAGE>


SCHEDULE OF EXCHANGES OF NOTES*
<TABLE>
<CAPTION>


                  The following exchanges of a part of this Global Note for other Notes have been made:
<S>                        <C>                  <C>                     <C>                     <C>
                                                                           Principal Amount of       Signature of
                           Amount of decrease    Amount of increase in      this Global Note       authorized office
                           in Principal Amount    Principal Amount of        following such       of Trustee or Note
    Date of Exchange       of this Global Note      this Global Note     decrease (or increase)        Custodian


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


--------
*Signature must be guaranteed by a commercial bank, trust company or member firm
of the New York Stock Exchange.


* This schedule should be included only if the Note is issued in global form.

</TABLE>