<PAGE>
                                                                     EXHIBIT 4.2


                       MEDICIS PHARMACEUTICAL CORPORATION

                1.5% Contingent Convertible Senior Notes Due 2033

                --------------------------------------------------
                                    INDENTURE

                           Dated as of August  , 2003

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

                      DEUTSCHE BANK TRUST COMPANY AMERICAS

                                     TRUSTEE
<PAGE>
                             CROSS-REFERENCE TABLE*
<TABLE>
<CAPTION>
Trust Indenture Act Section                                                        Indenture Section
---------------------------                                                       -----------------
<S>                                                                        <C>
310 (a)(1).................................................................                7.10
(a)(2).....................................................................                7.10
(a)(3).....................................................................                N.A.
(a)(4).....................................................................                N.A.
(a)(5).....................................................................                N.A.
(b)........................................................................          7.08, 7.10
(c)........................................................................                N.A.
311(a).....................................................................                7.11
(b)........................................................................                7.11
(c)........................................................................                N.A.
312 (a)....................................................................                2.05
(b)........................................................................               11.03
(c)........................................................................               11.03
313(a).....................................................................                7.06
(b)(1).....................................................................                7.06
(b)(2).....................................................................                7.06
(c)........................................................................                7.06
(d)........................................................................                7.06
314(a).....................................................................          4.02, 4.03
(b)........................................................................                N.A.
(c)(1).....................................................................               11.04
(c)(2).....................................................................               11.04
(c)(3).....................................................................                N.A.
(d)........................................................................                N.A.
(e)........................................................................               11.05
(f)........................................................................                N.A.
315 (a)....................................................................             7.01(b)
(b)........................................................................                7.05
(c)........................................................................                7.01
(d)........................................................................             7.01(c)
(e)........................................................................                6.11
316(a)(1)(A)...............................................................                6.05
(a)(1)(B)..................................................................                6.04
(a)(2).....................................................................                N.A.
(b)........................................................................                6.07
(c)........................................................................             1.05(e)
317 (a)(1).................................................................                6.08
(a)(2).....................................................................                6.09
(b)........................................................................                2.04
318 (a)....................................................................                N.A.
</TABLE>

N.A. means not applicable.

*This Cross-Reference Table is not part of the Indenture.


                                        i
<PAGE>
                                Table of Contents

<TABLE>
<CAPTION>
                                                                                                  Page
                                                                                                  ----
<S>                                                                                         <C>
                                    ARTICLE 1
                   Definitions and Incorporation by Reference

Section 1.01.  Definitions..................................................................        1
Section 1.02.  Other Definitions............................................................        4
Section 1.03.  Incorporation by Reference of Trust Indenture Act............................        5
Section 1.04.  Rules of Construction........................................................        6
Section 1.05.  Acts of Holders..............................................................        6

                                    ARTICLE 2
                                 The Securities

Section 2.01.  Form and Dating..............................................................        7
Section 2.02.  Execution and Authentication.................................................        8
Section 2.03.  Registrar, Paying Agent and Conversion Agent.................................        9
Section 2.04.  Paying Agent to Hold Money in Trust..........................................        9
Section 2.05.  Securityholder Lists.........................................................       10
Section 2.06.  Transfer and Exchange........................................................       10
Section 2.07.  Replacement Securities.......................................................       11
Section 2.08.  Outstanding Securities; Determinations of Holders' Action....................       11
Section 2.09.  Temporary Securities.........................................................       12
Section 2.10.  Cancellation.................................................................       12
Section 2.11.  Persons Deemed Owners........................................................       13
Section 2.12.  Global Securities............................................................       13
Section 2.13.  CUSIP Numbers................................................................       14

                                    ARTICLE 3
                            Redemption and Purchases

Section 3.01.  Right To Redeem; Notices To Trustee..........................................       15
Section 3.02.  Selection of Securities to Be Redeemed.......................................       15
Section 3.03.  Notice of Redemption.........................................................       15
Section 3.04.  Effect of Notice of Redemption...............................................       16
Section 3.05.  Deposit of Redemption Price..................................................       16
Section 3.06.  Securities Redeemed in Part..................................................       17
Section 3.07.  Reserved.....................................................................       17
Section 3.08.  Purchase of Securities at Option of the Holder...............................       17
Section 3.09.  Purchase of Securities at Option of the Holder upon Change in Control........       19
Section 3.10.  Effect of Purchase Notice or Change in Control Purchase Notice...............       22
</TABLE>


                                       ii
<PAGE>
<TABLE>
<S>                                                                                         <C>
Section 3.11.  Deposit of Purchase Price or Change in Control Purchase Price................       23
Section 3.12.  Securities Purchased in Part.................................................       23
Section 3.13.  Covenant to Comply with Securities Laws upon Purchase of Securities..........       23
Section 3.14.  Repayment to the Company.....................................................       23

                                    ARTICLE 4
                                    Covenants

Section 4.01.  Payment of Securities........................................................       24
Section 4.02.  SEC and Other Reports........................................................       24
Section 4.03.  Compliance Certificate.......................................................       25
Section 4.04.  Further Instruments and Acts.................................................       25
Section 4.05.  Maintenance of Office or Agency..............................................       25
Section 4.06.  Tax Treatment of Securities..................................................       25

                                    ARTICLE 5
                              Successor Corporation

Section 5.01.  When the Company May Merge or Transfer Assets................................       26

                                    ARTICLE 6
                              Defaults and Remedies

Section 6.01.  Events of Default............................................................       27
Section 6.02.  Defaults and Remedies........................................................       28
Section 6.03.  Other Remedies...............................................................       28
Section 6.04.  Waiver of Past Defaults......................................................       29
Section 6.05.  Control by Majority..........................................................       29
Section 6.06.  Limitation on Suits..........................................................       29
Section 6.07.  Rights of Holders to Receive Payment.........................................       30
Section 6.08.  Collection Suit by Trustee...................................................       30
Section 6.09.  Trustee May File Proofs of Claim.............................................       30
Section 6.10.  Priorities...................................................................       31
Section 6.11.  Priorities...................................................................       31
Section 6.12.  Waiver of Stay, Extension or Usury Laws......................................       31

                                    ARTICLE 7
                                     Trustee

Section 7.01.  Duties of Trustee............................................................       32
Section 7.02.  Rights of Trustee............................................................       33
Section 7.03.  Individual Rights of Trustee.................................................       34
Section 7.04.  Trustee's Disclaimer.........................................................       35
Section 7.05.  Notice of Defaults...........................................................       35
</TABLE>


                                      iii
<PAGE>
<TABLE>
<S>                                                                                         <C>
Section 7.06.  Reports by Trustee to Holders................................................       35
Section 7.07.  Compensation and Indemnity...................................................       35
Section 7.08.  Replacement of Trustee.......................................................       36
Section 7.09.  Successor Trustee by Merger..................................................       37
Section 7.10.  Eligibility; Disqualification................................................       37
Section 7.11.  Preferential Collection of Claims Against Company............................       37

                                    ARTICLE 8
                             Discharge of Indenture

Section 8.01.  Discharge of Liability on Securities.........................................       37
Section 8.02.  Repayment to the Company.....................................................       37

                                    ARTICLE 9
                                   Amendments

Section 9.01.  Without Consent of Holders...................................................       38
Section 9.02.  With Consent of Holders......................................................       38
Section 9.03.  Compliance with Trust Indenture Act..........................................       39
Section 9.04.  Revocation and Effect of Consents............................................       39
Section 9.05.  Notation on or Exchange of Securities........................................       40
Section 9.06.  Trustee to Sign Supplemental Indentures......................................       40
Section 9.07.  Effect of Supplemental Indentures............................................       40

                                   ARTICLE 10
                                   Conversions

Section 10.01.  Conversion Privilege........................................................       40
Section 10.02.  Conversion Procedure........................................................       43
Section 10.03.  Adjustments Below Par Value.................................................       44
Section 10.04.  Taxes on Conversion.........................................................       45
Section 10.05.  Company to Provide Stock....................................................       45
Section 10.06.  Adjustment of Conversion Price..............................................       45
Section 10.07.  No Adjustment...............................................................       50
Section 10.08.  Equivalent Adjustments......................................................       51
Section 10.09.  Adjustment for Tax Purposes.................................................       51
Section 10.10.  Notice of Adjustment........................................................       51
Section 10.11.  Notice of Certain Transactions..............................................       52
Section 10.12.  Effect of Reclassification, Consolidation, Merger, Share Exchange or
                   Sale on Conversion Privilege.............................................       52
Section 10.13.  Trustee's Disclaimer........................................................       53
Section 10.14.  Voluntary Reduction.........................................................       54
Section 10.15.  Simultaneous Adjustments....................................................       54
</TABLE>


                                       iv
<PAGE>
<TABLE>

                                   ARTICLE 11
                                  Miscellaneous
<S>                                                                                         <C>
Section 11.01.  Trust Indenture Act Controls................................................       54
Section 11.02.  Notices.....................................................................       54
Section 11.03.  Communication by Holders with Other Holders.................................       55
Section 11.04.  Certificate and Opinion as to Conditions Precedent..........................       56
Section 11.05.  Statements Required in Certificate or Opinion...............................       56
Section 11.06.  Separability Clause.........................................................       57
Section 11.07.  Rules by Trustee, Paying Agent, Conversion Agent and Registrar..............       57
Section 11.08.  Legal Holidays..............................................................       57
Section 11.09.  Governing Law...............................................................       57
Section 11.10.  No Recourse Against Others..................................................       57
Section 11.11.  Successors..................................................................       57
Section 11.12.  Multiple Originals..........................................................       58

Exhibit A-1 - Form of Global Security
Exhibit A-2 - Form of Certificated Security
</TABLE>


                                       v
<PAGE>
         INDENTURE dated as of August  , 2003 between MEDICIS PHARMACEUTICAL
CORPORATION, a Delaware corporation (the "COMPANY"), and DEUTSCHE BANK TRUST
COMPANY AMERICAS, a New York banking corporation duly organized and existing
under the laws of the State of New York (the "TRUSTEE").

         Each party agrees as follows for the benefit of the other party and for
the equal and ratable benefit of the Holders of the Company's 1.5% Contingent
Convertible Senior Notes Due 2033 ("NOTES"):

                                    ARTICLE 1
                   Definitions and Incorporation by Reference

         Section 1.01. Definitions.

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

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

         "BOARD OF DIRECTORS" means either the board of directors of the Company
or any duly authorized committee of such board.

         "BOARD RESOLUTION" means a copy of one or more resolutions, certified
by an Officer of the Company to have been duly adopted or consented to by the
applicable Board of Directors and to be in full force and effect, and delivered
to the Trustee.

         "BUSINESS DAY" means, with respect to any Security, a day that in The
City of New York is not a day on which banking institutions are authorized by
law or regulation to close.

         "CAPITAL STOCK" for any corporation means any and all shares,
interests, rights to purchase, warrants, options, participations or other
equivalents of or interests in (however designated) stock issued by that
corporation.

         "CERTIFICATED SECURITIES" means Securities that are in the form of the
Securities attached hereto as Exhibit A-2.

         "CLASS A COMMON STOCK" shall mean shares of the Company's Class A
Common Stock, $0.014 par value per share, as they exist on the date of this
Indenture or any other shares of
<PAGE>
Capital Stock of the Company into which the Class A Common Stock shall be
reclassified or changed.

         "CLASS B COMMON STOCK" shall mean shares of the Company's Class B
Common Stock, $0.014 par value per share, as they exist on the date of this
Indenture or any other shares of Capital Stock of the Company into which the
Class B Common Stock shall be reclassified or changed.

         "COMMON STOCK" shall mean shares of the Company's Class A Common Stock
and Class B Common Stock.

         "COMPANY" means the party named as the "COMPANY" in the first paragraph
of this Indenture until a successor replaces it pursuant to the applicable
provisions of this Indenture and, thereafter, shall mean such successor. The
foregoing sentence shall likewise apply to any subsequent such successor or
successors.

         "COMPANY ORDER" means a written request or order signed in the name of
the Company by any two Officers.

         "CORPORATE TRUST OFFICE" means the office of the Trustee at which at
any time the trust created by this Indenture shall be administered, which office
at the date hereof is located at 60 Wall Street, New York, New York 10005,
Attention: Corporate Trust and Agency Services, or such other address as the
Trustee may designate from time to time by notice to the Holders and the
Company, or the principal corporate trust office of any successor Trustee (or
such other address as a successor Trustee may designate from time to time by
notice to the Holders and the Company).

         "DEFAULT" means any event which is, or after notice or passage of time
or both would be, an Event of Default.

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

         "GLOBAL SECURITIES" means Securities that are in the form of the
Securities attached hereto as Exhibit A-1 that is registered in the name of the
Depositary (as defined below) or a nominee.

         "HOLDER" or "SECURITYHOLDER" means a person in whose name a Security is
registered on the Registrar's books.

         "INDENTURE" means this Indenture, as amended or supplemented from time
to time in accordance with the terms hereof, including the provisions of the TIA
that are deemed to be a part hereof.

         "ISSUE DATE" of any Security means the date on which the Security was
originally issued or deemed issued as set forth on the face of the Security.


                                       2
<PAGE>
         "OFFICER" means the Chairman and Chief Executive Officer, the
President, any Executive Vice President, any Senior Vice President, any Vice
President, the Chief Financial Officer, the Treasurer, the Secretary, any
Assistant Secretary or any Director of the Company.

         "OFFICERS' CERTIFICATE" means a written certificate containing the
information specified in Sections 11.04 and 11.05, signed in the name of the
Company by any two Officers, and delivered to the Trustee. An Officers'
Certificate given pursuant to Section 4.03 shall be signed by the Treasurer or
Chief Financial Officer of the Company but need not contain the information
specified in Sections 11.04 and 11.05.

         "OPINION OF COUNSEL" means a written opinion containing the information
specified in Section 11.04 and 11.05, from legal counsel who is acceptable to
the Trustee in its reasonable discretion. The counsel may be an employee of, or
counsel to, the Company or the Trustee.

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

         "PRINCIPAL AMOUNT" or "PRINCIPAL AMOUNT" of a Security means the
Principal Amount as set forth on the face of the Security.

         "REDEMPTION DATE" or "REDEMPTION DATE" shall mean the date specified
for redemption of the Securities in accordance with the terms of the Securities
and this Indenture.

         "REDEMPTION PRICE" or "REDEMPTION PRICE" shall have the meaning set
forth in paragraph 5 of the Securities.

         "RESPONSIBLE OFFICER" shall mean, when used with respect to the
Trustee, any officer within the corporate trust department of the Trustee,
including any director, managing director, vice president, assistant vice
president, assistant secretary, assistant treasurer, associate, trust officer or
any other officer of the Trustee who customarily performs functions similar to
those performed by the Persons who at the time shall be such officers,
respectively, or to whom any corporate trust matter is referred because of such
person's knowledge of and familiarity with the particular subject and who shall
have direct responsibility for the administration of this Indenture.

         "SEC" means the Securities and Exchange Commission.

         "SECURITIES" means any of the Company's 1.5% Contingent Convertible
Senior Notes Due 2033, as amended or supplemented from time to time, issued
under this Indenture.

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

         "SECURITYHOLDER" or "HOLDER" means a person in whose name a Security is
registered on the Registrar's books.


                                       3
<PAGE>
         "STATED MATURITY", when used with respect to any Security, means the
date specified in such Security as the fixed date on which an amount equal to
the Principal Amount of such Security is due and payable.

         "SUBSIDIARY" means any person of which at least a majority of the
outstanding Voting Stock shall at the time directly or indirectly be owned or
controlled by the Company or by one or more Subsidiaries or by the Company and
one or more Subsidiaries.

         "TIA" means the Trust Indenture Act of 1939 as in effect on the date of
this Indenture, provided, however, that in the event the TIA is amended after
such date, TIA means, to the extent required by any such amendment, the TIA as
so amended.

         "TRADING DAY" means a day during which trading in securities generally
occurs on the New York Stock Exchange or, if the Class A Common Stock is not
listed on the New York Stock Exchange, on the principal other national or
regional securities exchange on which the Class A Common Stock is then listed
or, if the Class A Common Stock is not listed on a national or regional
securities exchange, on the National Association of Securities Dealers Automated
Quotation System or, if the Class A Common Stock is not quoted on the National
Association of Securities Dealers Automated Quotation System, on the principal
other market on which the Class A Common Stock is then traded.

         "TRUSTEE" means the party named as the "TRUSTEE" in the first paragraph
of this Indenture until a successor replaces it pursuant to the applicable
provisions of this Indenture and, thereafter, shall mean such successor. The
foregoing sentence shall likewise apply to any subsequent such successor or
successors.

         "VOTING STOCK" of a person means Capital Stock of such person of the
class or classes pursuant to which the holders thereof have the general voting
power under ordinary circumstances to elect at least a majority of the board of
directors, managers or trustees of such person (irrespective of whether or not
at the time Capital Stock of any other class or classes shall have or might have
voting power by reason of the happening of any contingency).

         Section 1.02. Other Definitions.

<TABLE>
<CAPTION>
                                                                                                       Defined in
Term:                                                                                                   Section:
-----                                                                                                   --------
<S>                                                                                           <C>
95% Trading Condition.........................................................................             10.01
Act...........................................................................................           1.05(a)
Agent Members.................................................................................        2.12(b)(v)
Aggregate Market Premium......................................................................             10.06
beneficial owner..............................................................................           3.09(a)
cash..........................................................................................           3.08(b)
Change in Control.............................................................................           3.09(a)
Change in Control Purchase Date...............................................................           3.09(a)
Change in Control Purchase Notice.............................................................           3.09(c)
Change in Control Purchase Price..............................................................           3.09(a)
</TABLE>



                                       4
<PAGE>
<TABLE>
<CAPTION>
                                                                                                       Defined in
Term:                                                                                                   Section:
-----                                                                                                   --------
<S>                                                                                           <C>

Closing Price.................................................................................             10.06
Company Notice................................................................................           3.08(c)
Company Notice Date...........................................................................           3.08(c)
Comparable Yield..............................................................................              4.06
Continuing Directors..........................................................................           3.09(a)
Conversion Agent..............................................................................              2.03
Conversion Date...............................................................................             10.02
Conversion Price..............................................................................             10.06
Conversion Shares.............................................................................             10.01
Depositary....................................................................................           2.01(a)
DTC...........................................................................................           2.01(a)
Event of Default..............................................................................              6.01
ex-dividend date..............................................................................             10.01
Group.........................................................................................              3.09
Legal Holiday.................................................................................             11.08
Market Capitalization.........................................................................             10.06
Notice of Default.............................................................................              6.01
Paying Agent..................................................................................              2.03
Principal Value Conversion....................................................................             10.02
Principal Value Conversion Notice.............................................................             10.02
Purchase Date.................................................................................           3.08(a)
Purchase Notice...............................................................................           3.08(a)
Purchase Price................................................................................           3.08(a)
Quarter.......................................................................................             10.01
Registrar.....................................................................................              2.03
Security Trading Price........................................................................             10.01
Stockholder Rights Plan.......................................................................          10.06(g)
</TABLE>


Section 1.03. Incorporation by Reference of Trust Indenture Act. Whenever this
Indenture refers to a provision of the TIA, the provision is incorporated by
reference in and made a part of this Indenture. The following TIA terms used in
this Indenture have the following meanings:

         "INDENTURE SECURITIES" means the Securities.

         "INDENTURE SECURITY HOLDER" means a Securityholder.

         "INDENTURE TO BE QUALIFIED" means this Indenture.

         "INDENTURE TRUSTEE" or "INSTITUTIONAL TRUSTEE" means the Trustee.


                                       5
<PAGE>

      "OBLIGOR" on the indenture securities means the Company.

      All other TIA terms used in this Indenture that are defined by the TIA,
defined by a TIA reference to another statute or defined by an SEC rule have the
meanings assigned to them by such definitions.

      Section 1.04. Rules of Construction. Unless the context otherwise
requires:

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

            (b)   an accounting term not otherwise defined has the meaning
                  assigned to it in accordance with generally accepted
                  accounting principles as in effect from time to time;

            (c)   "or" is not exclusive;

            (d)   "including" means including, without limitation; and

            (e)   words in the singular include the plural, and words in the
                  plural include the singular.

      Section 1.05. Acts of Holders. (a) Any request, demand, authorization,
direction, notice, consent, waiver or other action provided by this Indenture to
be given or taken by Holders may be embodied in and evidenced by one or more
instruments of substantially similar tenor signed by such Holders in person or
by agent duly appointed in writing; and, except as herein otherwise expressly
provided, such action shall become effective when such instrument or instruments
are delivered to the Trustee and, where it is hereby expressly required, to the
Company. Such instrument or instruments (and the action embodied therein and
evidenced thereby) are herein sometimes referred to as the "ACT" of Holders
signing such instrument or instruments. Proof of execution of any such
instrument or of a writing appointing any such agent shall be sufficient for any
purpose of this Indenture and conclusive in favor of the Trustee and the
Company, if made in the manner provided in this Section.

      (b) The fact and date of the execution by any Person of any such
instrument or writing may be proved by the affidavit of a witness of such
execution or by a certificate of a notary public or other officer authorized by
law to take acknowledgments of deeds, certifying that the individual signing
such instrument or writing acknowledged to such officer the execution thereof.
Where such execution is by a signer acting in a capacity other than such
signer's individual capacity, such certificate or affidavit shall also
constitute sufficient proof of such signer's authority.

      The fact and date of the execution of any such instrument or writing, or
the authority of the Person executing the same, may also be proved in any other
manner which the Trustee deems sufficient.

      (c) The ownership of Registered Securities shall be proved by the register
maintained by the Registrar.

                                       6
<PAGE>
      (d) Any request, demand, authorization, direction, notice, consent, waiver
or other Act of the Holder of any Security shall bind every future Holder of the
same Security and the holder of every Security issued upon the registration of
transfer thereof or in exchange therefor or in lieu thereof in respect of
anything done, omitted or suffered to be done by the Trustee or the Company in
reliance thereon, whether or not notation of such action is made upon such
Security.

      (e) If the Company shall solicit from the Holders any request, demand,
authorization, direction, notice, consent, waiver or other Act, the Company may,
at its option, by or pursuant to a Board Resolution, fix in advance a record
date for the determination of Holders entitled to give such request, demand,
authorization, direction, notice, consent, waiver or other Act, but the Company
shall have no obligation to do so. If such a record date is fixed, such request,
demand, authorization, direction, notice, consent, waiver or other Act may be
given before or after such record date, but only the Holders of record at the
close of business on such record date shall be deemed to be Holders for the
purposes of determining whether Holders of the requisite proportion of
outstanding Securities have authorized or agreed or consented to such request,
demand, authorization, direction, notice, consent, waiver or other Act, and for
that purpose the outstanding Securities shall be computed as of such record
date; provided that no such authorization, agreement or consent by the Holders
on such record date shall be deemed effective unless it shall become effective
pursuant to the provisions of this Indenture not later than six months after the
record date.

                                   ARTICLE 2
                                 The Securities

      Section 2.01. Form and Dating. The Securities and the Trustee's
certificate of authentication shall be substantially in the forms set forth on
Exhibits A-1 and A-2, which are a part of this Indenture and incorporated by
reference herein. The Securities may have notations, legends or endorsements
required by law, stock exchange rule or usage; provided that any such notation,
legend or endorsement required by usage is in a form acceptable to the Company.
The Company shall provide any such notations, legends or endorsements to the
Trustee in writing. Each Security shall be dated the date of its authentication.

      (a) Global Securities. The Securities shall be issued initially in global
form and shall be substantially in the form of Exhibit A-1. Each Global Security
shall represent such of the outstanding Securities as shall be specified therein
and each shall provide that it shall represent the aggregate amount of
outstanding Securities from time to time endorsed thereon and that the aggregate
amount of outstanding Securities represented thereby may from time to time be
reduced or increased, as appropriate, to reflect exchanges, redemptions and
conversions.

      Any adjustment of the aggregate principal amount of a Global Security to
reflect the amount of any increase or decrease in the amount of outstanding
Securities represented thereby shall be made by the Trustee in accordance with
instructions given by the Holder thereof as required by Section 2.12 hereof and
shall be made on the records of the Trustee and The Depository Trust Company
("DTC") or the nominee thereof (such depositary, or any successor thereto, and
any such nominee being hereinafter referred to as the "DEPOSITARY").

                                       7
<PAGE>
      (b) Book-Entry Provisions. The Company shall execute and the Trustee
shall, in accordance with this Section 2.01(b), authenticate and deliver
initially one or more Global Securities that (a) shall be registered in the name
of the Depositary, (b) shall be delivered by the Trustee to the Depositary or
pursuant to the Depositary's instructions and (c) shall bear legends
substantially to the following effect:

            "UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED
            REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY TO MEDICIS
            PHARMACEUTICAL CORPORATION (THE "COMPANY") OR ITS AGENT FOR
            REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE
            ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME
            AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
            TRUST COMPANY (AND ANY PAYMENT HEREON IS MADE TO CEDE & CO. OR TO
            SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF
            THE DEPOSITORY TRUST COMPANY), ANY TRANSFER, PLEDGE OR OTHER USE
            HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE
            THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.
            TRANSFERS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS TO
            NOMINEES OF THE DEPOSITORY TRUST COMPANY OR TO A SUCCESSOR THEREOF
            OR SUCH SUCCESSOR'S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL
            SECURITY SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE
            RESTRICTIONS SET FORTH IN ARTICLE TWO OF THE INDENTURE REFERRED TO
            ON THE REVERSE HEREOF."

      (c) Certificated Securities. Securities not issued as interests in the
Global Securities will be issued in certificated form substantially in the form
of Exhibit A-2 attached hereto.

      Section 2.02. Execution and Authentication. The Securities shall be
executed on behalf of the Company by any Officer, under its corporate seal
reproduced thereon. The signature of the officer of the Company on the
Securities may be manual or facsimile.

      Securities bearing the manual or facsimile signatures of individuals who
were at the time of the execution of the Securities the proper Officers of the
Company shall bind the Company, notwithstanding that such individuals or any of
them have ceased to hold such offices prior to the authentication and delivery
of such Securities or did not hold such offices at the date of authentication of
such Securities.

      No Security shall be entitled to any benefit under this Indenture or be
valid or obligatory for any purpose unless there appears on such Security a
certificate of authentication substantially in the form provided for herein duly
executed by the Trustee by manual signature of an authorized officer, and such
certificate upon any Security shall be conclusive evidence, and the only
evidence, that such Security has been duly authenticated and delivered
hereunder.

                                       8
<PAGE>
      The Trustee shall authenticate and deliver Securities for original issue
in an aggregate Principal Amount of up to $492,000,000 upon a Company Order
without any further action by the Company. The aggregate Principal Amount of
Securities outstanding at any time may not exceed the amount set forth in the
foregoing sentence, except as provided in Section 2.07.

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

      Section 2.03. Registrar, Paying Agent and Conversion Agent. The Company
shall maintain an office or agency where Securities may be presented for
registration of transfer or for exchange ("REGISTRAR"), an office or agency
where Securities may be presented for purchase or payment ("PAYING AGENT") and
an office or agency where Securities may be presented for conversion
("CONVERSION AGENT"). The Registrar shall keep a register of the Securities and
of their transfer and exchange. The Company may have one or more co-registrars,
one or more additional paying agents and one or more additional conversion
agents. The term Paying Agent includes any additional paying agent, including
any named pursuant to Section 4.05. The term Conversion Agent includes any
additional conversion agent, including any named pursuant to Section 4.05.

      The Company shall enter into an appropriate agency agreement with any
Registrar, Paying Agent, Conversion Agent or co-registrar (other than the
Trustee). The agreement shall implement the provisions of this Indenture that
relate to such agent. The Company shall notify the Trustee of the name and
address of any such agent. If the Company fails to maintain a Registrar, Paying
Agent or Conversion Agent, the Trustee shall act as such and shall be entitled
to appropriate compensation therefor pursuant to Section 7.07. The Company or
any Subsidiary or an Affiliate of either of them may act as Paying Agent,
Registrar, Conversion Agent or co-registrar.

      The Company initially appoints the Trustee as Registrar, Conversion Agent
and Paying Agent in connection with the Securities.

      Section 2.04. Paying Agent to Hold Money in Trust. Except as otherwise
provided herein, on or prior to each due date of payments in respect of any
Security, the Company shall deposit with the Paying Agent a sum of money (in
immediately available funds if deposited on the due date) sufficient to make
such payments when so becoming due. The Company shall require each Paying Agent
(other than the Trustee) to agree in writing that the Paying Agent shall hold in
trust for the benefit of Securityholders or the Trustee all money held by the
Paying Agent for the making of payments in respect of the Securities and shall
notify the Trustee of any Default by the Company in making any such payment. At
any time during the continuance of any such Default, the Paying Agent shall,
upon the written request of the Trustee, forthwith pay to the Trustee all money
so held in trust. If the Company, a Subsidiary or an Affiliate of either of them
acts as Paying Agent, it shall segregate the money held by it as Paying Agent
and hold it as a separate trust fund. The Company at any time may require a
Paying Agent to pay all money held by it to the Trustee and to account for any
funds disbursed by it. Upon doing so, the Paying Agent shall have no further
liability for the money.

                                       9
<PAGE>
      Section 2.05. Securityholder Lists. The Trustee shall preserve in as
current a form as is reasonably practicable the most recent list available to it
of the names and addresses of Securityholders. If the Trustee is not the
Registrar, the Company shall cause to be furnished to the Trustee at least
semiannually on May 4 and November 4 a listing of Securityholders dated within
15 days of the date on which the list is furnished and at such other times as
the Trustee may request in writing a list in such form and as of such date as
the Trustee may reasonably require of the names and addresses of
Securityholders.

      Section 2.06. Transfer and Exchange. (a) Subject to Section 2.12 hereof,
upon surrender for registration of transfer of any Securities, together with a
written instrument of transfer satisfactory to the Registrar duly executed by
the Securityholder or such Securityholder's attorney duly authorized in writing,
at the office or agency of the Company designated as Registrar or co-registrar
pursuant to Section 2.03, the Company shall execute and the Trustee shall
authenticate and deliver, in the name of the designated transferee or
transferees, one or more new Securities of any authorized denomination or
denominations, of a like aggregate Principal Amount. The Company shall not
charge a service charge for any registration of transfer or exchange, but the
Company may require payment of a sum sufficient to pay all taxes, assessments or
other governmental charges that may be imposed in connection with the transfer
or exchange of the Securities from the Securityholder requesting such transfer
or exchange.

      At the option of the Holder, Securities may be exchanged for other
Securities of any authorized denomination or denominations, of a like aggregate
Principal Amount, upon surrender of the Securities to be exchanged, together
with a written instrument of transfer satisfactory to the Registrar duly
executed by the Securityholder or such Securityholder's attorney duly authorized
in writing, at such office or agency. Whenever any Securities are so surrendered
for exchange, the Company shall execute, and the Trustee shall authenticate and
deliver, the Securities that the Holder making the exchange is entitled to
receive.

      The Company shall not be required to make, and the Registrar need not
register, transfers or exchanges of Securities selected for redemption (except,
in the case of Securities to be redeemed in part, the portion thereof not to be
redeemed) or any Securities in respect of which a Purchase Notice or Change in
Control Purchase Notice has been given and not withdrawn by the Holder thereof
in accordance with the terms of this Indenture (except, in the case of
Securities to be purchased in part, the portion thereof not to be purchased) or
any Securities for a period of 15 days before the mailing of a notice of
redemption of Securities to be redeemed.

      (b) Notwithstanding any provision to the contrary herein, so long as a
Global Security remains outstanding and is held by or on behalf of the
Depositary, transfers of a Global Security, in whole or in part, shall be made
only in accordance with Section 2.12 and this Section 2.06(c)(b). Transfers of a
Global Security shall be limited to transfers of such Global Security in whole,
or in part, to nominees of the Depositary or to a successor of the Depositary or
such successor's nominee.

      (c) Successive registrations and registrations of transfers and exchanges
as aforesaid may be made from time to time as desired, and each such
registration shall be noted on the register for the Securities.

                                       10
<PAGE>
      (d) Any Registrar appointed pursuant to Section 2.03 hereof shall provide
to the Trustee such information as the Trustee may reasonably require in
connection with the delivery by such Registrar of Securities upon transfer or
exchange of Securities.

      (e) No Registrar shall be required to make registrations of transfer or
exchange of Securities during any periods designated in the text of the
Securities or in this Indenture as periods during which such registration of
transfers and exchanges need not be made.

      Section 2.07. Replacement Securities. If any mutilated Security is
surrendered to the Trustee, or the Company and the Trustee receive evidence to
their satisfaction of the destruction, loss or theft of any Security, and there
is delivered to the Company and the Trustee such security or indemnity as may be
required by them to save each of them harmless, then, in the absence of notice
to the Company or the Trustee that such Security has been acquired by a
protected purchaser (within the meaning of Section 8-303 of the Uniform
Commercial Code), the Company shall execute, and upon the Company's written
request the Trustee shall authenticate and deliver, in exchange for any such
mutilated Security or in lieu of any such destroyed, lost or stolen Security, a
new Security of like tenor and Principal Amount, bearing a number not
contemporaneously outstanding.

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

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

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

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

      Section 2.08. Outstanding Securities; Determinations of Holders' Action.
Securities outstanding at any time are all the Securities authenticated by the
Trustee, except for those cancelled by it, those paid pursuant to Section 2.07
delivered to it for cancellation and those described in this Section 2.08 as not
outstanding. A Security does not cease to be outstanding because the Company or
an Affiliate thereof holds the Security; provided, however, that in determining
whether the Holders of the requisite Principal Amount of Securities have given
or concurred in any request, demand, authorization, direction, notice, consent
or waiver hereunder, Securities owned by the Company or any other obligor upon
the Securities or any Affiliate of the

                                       11
<PAGE>
Company or such other obligor shall be disregarded and deemed not to be
outstanding, except that, in determining whether the Trustee shall be protected
in relying upon any such request, demand, authorization, direction, notice,
consent or waiver, only Securities which a Responsible Officer of the Trustee
actually knows to be so owned shall be so disregarded. Subject to the foregoing,
only Securities outstanding at the time of such determination shall be
considered in any such determination (including, without limitation,
determinations pursuant to Articles 6 and 9).

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

      If the Paying Agent holds, in accordance with this Indenture, on a
Redemption Date, or on the Business Day following a Purchase Date or a Change in
Control Purchase Date, or on Stated Maturity, money sufficient to pay amounts
owed with respect to Securities payable on that date, then immediately after
such Redemption Date, Purchase Date, Change in Control Purchase Date or Stated
Maturity, as the case may be, such Securities shall cease to be outstanding and
interest, if any (including contingent interest, if any), on such Securities
shall cease to accrue; provided that if such Securities are to be redeemed,
notice of such redemption has been duly given pursuant to this Indenture or
provision therefor satisfactory to the Trustee has been made.

      If a Security is converted in accordance with Article 10, then from and
after the time of conversion on the Conversion Date, such Security shall cease
to be outstanding and interest, if any (including contingent interest, if any),
shall cease to accrue on such Security.

      Section 2.09. Temporary Securities. Pending the preparation of definitive
Securities, the Company may execute, and upon Company Order the Trustee shall
authenticate and deliver, temporary Securities that are printed, lithographed,
typewritten, mimeographed or otherwise produced, in any authorized denomination,
substantially of the tenor of the definitive Securities in lieu of which they
are issued and with such appropriate insertions, omissions, substitutions and
other variations as the officers executing such Securities may determine, as
conclusively evidenced by their execution of such Securities.

      If temporary Securities are issued, the Company will cause definitive
Securities to be prepared without unreasonable delay. After the preparation of
definitive Securities, the temporary Securities shall be exchangeable for
definitive Securities upon surrender of the temporary Securities at the office
or agency of the Company designated for such purpose pursuant to Section 2.03,
without charge to the Holder. Upon surrender for cancellation of any one or more
temporary Securities, the Company shall execute and the Trustee shall
authenticate and deliver in exchange therefor a like Principal Amount of
definitive Securities of authorized denominations. Until so exchanged, the
temporary Securities shall in all respects be entitled to the same benefits
under this Indenture as definitive Securities.

      Section 2.10. Cancellation. All Securities surrendered for payment,
purchased by the Company pursuant to Article 3, conversion, redemption or
registration of transfer or exchange (other than Securities exchanged pursuant
to Section 10.02) shall, if surrendered to any person other than the Trustee, be
delivered to the Trustee and shall be promptly cancelled by it. The

                                       12
<PAGE>
Company may at any time deliver to the Trustee for cancellation any Securities
previously authenticated and delivered hereunder that the Company may have
acquired in any manner whatsoever, and all Securities so delivered shall be
promptly cancelled by the Trustee. The Company may not issue new Securities to
replace Securities it has paid or delivered to the Trustee for cancellation or
that any Holder has converted pursuant to Article 10. No Securities shall be
authenticated in lieu of or in exchange for any Securities cancelled as provided
in this Section, except as expressly permitted by this Indenture. All cancelled
Securities held by the Trustee shall be disposed of by the Trustee in accordance
with the Trustee's customary procedure.

      Section 2.11. Persons Deemed Owners. Prior to due presentment of a
Security for registration of transfer, the Company, the Trustee and any agent of
the Company or the Trustee may treat the Person in whose name such Security is
registered as the owner of such Security for the purpose of receiving payment of
the Principal Amount of the Security or the payment of any Redemption Price,
Purchase Price or Change in Control Purchase Price in respect thereof, and
accrued and unpaid interest thereon, for the purpose of conversion and for all
other purposes whatsoever, whether or not such Security be overdue, and neither
the Company, the Trustee nor any agent of the Company or the Trustee shall be
affected by notice to the contrary.

      Section 2.12. Global Securities. (a) A Global Security may not be
transferred, in whole or in part, to any Person other than the Depositary or a
nominee or any successor thereof, and no such transfer to any such other Person
may be registered; provided that the foregoing shall not prohibit any transfer
of a Security that is issued in exchange for a Global Security but is not itself
a Global Security. No transfer of a Security to any Person shall be effective
under this Indenture or the Securities unless and until such Security has been
registered in the name of such Person. Notwithstanding any other provisions of
this Indenture or the Securities, transfers of a Global Security, in whole or in
part, shall be made only in accordance with Section 2.06 and this Section 2.12.

      (b) The provisions of clauses (i), (ii), (iii) and (iv) below shall apply
only to Global Securities:

            (i) Notwithstanding any other provisions of this Indenture or the
      Securities, a Global Security shall not be exchanged in whole or in part
      for a Security registered in the name of any Person other than the
      Depositary or one or more nominees thereof; provided that a Global
      Security may be exchanged for Securities registered in the names of any
      person designated by the Depositary in the event that (x) the Depositary
      has notified the Company that it is unwilling or unable to continue as
      Depositary for such Global Security or such Depositary has ceased to be a
      "clearing agency" registered under the Exchange Act, and a successor
      Depositary is not appointed by the Company within 90 days, (y) the Company
      has provided the Depositary with written notice that it has decided to
      discontinue use of the system of book-entry transfer through the
      Depositary or any successor Depositary or (z) an Event of Default has
      occurred and is continuing with respect to the Securities. Any Global
      Security exchanged pursuant to clauses (x) or (y) above shall be so
      exchanged in whole and not in part, and any Global Security exchanged
      pursuant to clause (z) above may be exchanged in whole or from time to
      time in part as directed by the Depositary. Any Security issued in
      exchange for a Global Security or any

                                       13
<PAGE>
      portion thereof shall be a Global Security; provided that any such
      Security so issued that is registered in the name of a Person other than
      the Depositary or a nominee thereof shall not be a Global Security.

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

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

            (iv) In the event of the occurrence of any of the events specified
      in clause (i) above, the Company will promptly make available to the
      Trustee a reasonable supply of Certificated Securities in definitive,
      fully registered form, without interest coupons.

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

      Section 2.13. CUSIP Numbers. The Company may issue the Securities with
one or more "CUSIP" numbers (if then generally in use), and, if so, the Trustee
shall use "CUSIP" numbers in notices of redemption as a convenience to Holders;
provided that any such notice may state that no representation is made as to the
correctness of such numbers either as printed on the Securities or as contained
in any notice of a redemption and that reliance may be placed only on

                                       14
<PAGE>
the other identification numbers printed on the Securities, and any such
redemption shall not be affected by any defect in or omission of such numbers.
The Company will promptly notify the Trustee of any change in the CUSIP numbers.

                                   ARTICLE 3
                            Redemption and Purchases

      Section 3.01. Right To Redeem; Notices To Trustee. (a) Optional
Redemption. The Company, at its option, may redeem the Securities in accordance
with the provisions of paragraphs 5 and 7 of the Securities and at the
Redemption Price specified in paragraph 5 of the Securities, together with
accrued and unpaid interest, if any (including contingent interest, if any,
thereon up to but not including the Redemption Date; provided that if the
Redemption Date is on or after an interest record date, but on or prior to the
related interest payment date, interest will be payable to the Holders in whose
names the Securities are registered at the close of business on the relevant
record date for payment of such interest.

      (b) Notice to Trustee. If the Company elects to redeem Securities pursuant
to this Section 3.01, it shall notify the Trustee in writing of the Redemption
Date, the Principal Amount of Securities to be redeemed and the Redemption
Price. The Company shall give the notice to the Trustee provided for in this
Section 3.01(b) by a Company Order at least 45 days before the Redemption Date
(unless a shorter notice shall be satisfactory to the Trustee).

      Section 3.02. Selection of Securities to Be Redeemed. If less than all
the Securities are to be redeemed, unless the procedures of the Depositary
provide otherwise, the Trustee shall select the Securities to be redeemed by any
method approved by the Trustee. The Trustee may select for redemption portions
of the Principal Amount of Securities that have denominations of $1,000 and
integral multiples thereof.

      Securities and portions of them the Trustee selects shall be in Principal
Amounts of $1,000 or an integral multiple of $1,000. Provisions of this
Indenture that apply to Securities called for redemption also apply to portions
of Securities called for redemption. The Trustee shall notify the Company
promptly of the Securities or portions of Securities to be redeemed.

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

      Section 3.03. Notice of Redemption. At least 30 days but not more than 60
days before a Redemption Date, the Company shall mail a notice of redemption by
first-class mail, postage prepaid, to each Holder of Securities to be redeemed.

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

            (a)   the Redemption Date;

                                       15
<PAGE>
            (b)   the Redemption Price;

            (c)   the Conversion Price;

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

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

            (f)   that Holders who want to convert Securities must satisfy the
                  requirements set forth in paragraph 8 of the Securities;

            (g)   that Securities called for redemption must be surrendered to
                  the Paying Agent to collect the Redemption Price therefor,
                  together with all accrued and unpaid interest;

            (h)   if fewer than all the outstanding Securities are to be
                  redeemed, the certificate numbers, if any, and Principal
                  Amounts of the particular Securities to be redeemed;

            (i)   that, unless the Company defaults in making payment of such
                  Redemption Price, interest, if any (including contingent
                  interest, if any), on Securities called for redemption will
                  cease to accrue on and after the Redemption Date and the
                  Securities will cease to be convertible; and

            (j)   the CUSIP number of the Securities.

      At the Company's request, the Trustee shall give the notice of redemption
in the Company's name and at the Company's expense; provided that the Company
makes such request prior to the date by which such notice of redemption must be
given to Holders in accordance with this Section 3.03 and the Company provides
the Trustee with all information required for such notice of redemption.

      Section 3.04. Effect of Notice of Redemption. Once notice of redemption is
given, Securities called for redemption become due and payable on the Redemption
Date and at the Redemption Price stated in the notice, except for Securities
which are converted in accordance with the terms of this Indenture. Upon
surrender to the Paying Agent, such Securities shall be paid at the Redemption
Price stated in the notice, together with accrued and unpaid interest, if any
(including contingent interest, if any), thereon, up to but not including the
Redemption Date.

      Section 3.05. Deposit of Redemption Price. Prior to 11:00 a.m. (New York
City time) on the Redemption Date the Company shall deposit with the Paying
Agent (or if the Company or a Subsidiary or an Affiliate of either of them is
the Paying Agent, shall segregate and hold in trust) money sufficient to pay the
Redemption Price of all Securities to be redeemed on that date, together with
accrued and unpaid interest, if any (including contingent interest, if any),
thereon, up to but not including the Redemption Date other than Securities or
portions of Securities called for redemption that on or prior thereto have been
delivered by the Company to the Trustee for


                                       16
<PAGE>
cancellation or have been converted. The Paying Agent shall as promptly as
practicable return to the Company any money not required for that purpose
because of conversion of Securities pursuant to Article 10. If such money is
then held by the Company in trust and is not required for such purpose it shall
be discharged from such trust.

      Section 3.06. Securities Redeemed in Part. Upon surrender of a Security
that is redeemed in part, the Company shall execute and the Trustee shall
authenticate and deliver to the Holder, without service charge, a new Security
or Securities, of any authorized denomination as requested by such Holder in
aggregate Principal Amount equal to, and in exchange for, the unredeemed portion
of the Principal Amount of the Security surrendered.

      Section 3.07. Reserved.

      Section 3.08. Purchase of Securities at Option of the Holder. (a) General.
Securities shall be purchased by the Company in accordance with the provisions
of paragraph 6 of the Securities on June 4, 2008, June 4, 2013 and June 4, 2018
(each, a "PURCHASE DATE") at a purchase price per Security equal to 100% of the
aggregate Principal Amount of the Security (the "PURCHASE PRICE"), together with
accrued and unpaid interest (including contingent interest, if any), thereon, up
to but not including the Purchase Date; provided that if the Purchase Date is on
or after an interest record date but on or prior to the related interest payment
date, interest will be payable to the Holders in whose names the Securities are
registered at the close of business on the relevant record date.

      Purchases of Securities hereunder shall be made, at the option of the
Holder thereof, upon:

            (i) delivery to the Company and 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 the
      Purchase Date until the close of business on the Business Day prior to
      such Purchase Date stating:

                  (A) the certificate number of the Security which the Holder
            will deliver to be purchased (in the case of Certificated
            Securities);

                  (B) the portion of the Principal Amount of the Security which
            the Holder will deliver to be purchased, which portion must be in
            principal amounts at maturity of $1,000 or an integral multiple
            thereof;

                  (C) that such Security shall be purchased as of the Purchase
            Date pursuant to the terms and conditions specified in paragraph 6
            of the Securities and in this Indenture; and

            (ii) delivery of such Security to the Paying Agent 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, together with accrued and
      unpaid interest, if any (including contingent interest, if any); provided,
      however, that such Purchase Price, together with accrued and unpaid
      interest, if any (including contingent interest, if any), shall be so paid
      pursuant to this


                                       17
<PAGE>
      Section 3.08 only if the Security so delivered to the Paying Agent shall
      conform in all respects to the description thereof in the related Purchase
      Notice, as determined by the Company in its sole discretion.

      The Company shall purchase from the Holder thereof, pursuant to this
Section 3.08, a portion of a Security if the Principal Amount of such portion is
$1,000 or an integral multiple of $1,000. Provisions of this Indenture that
apply to the purchase of all of a Security also apply to the purchase of such
portion of such Security.

      Any purchase by the Company contemplated pursuant to the provisions of
this Section 3.08 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 Security.

      Notwithstanding anything herein to the contrary, any Holder delivering to
the Paying Agent the Purchase Notice contemplated by this Section 3.08(a)shall
have the right to withdraw such Purchase Notice at any time prior to the close
of business on the Business Day prior to the Purchase Date by delivery of a
written notice of withdrawal to the Paying Agent at the principal office of the
Paying Agent in accordance with Section 3.10.

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

      (b) Manner of Payment of Purchase Price. The Purchase Price of Securities
in respect of which a Purchase Notice pursuant to Section 3.08 has been given
shall be paid in U.S. legal tender ("CASH").

      (c) Company Notice. In connection with any purchase of Securities pursuant
to Section 3.08, the Company shall give written notice of the Purchase Date to
the Holders (the "COMPANY NOTICE"). The Company Notice shall be sent by
first-class mail to the Trustee and to each Holder not less than 20 Business
Days prior to any Purchase Date (the "COMPANY NOTICE DATE"). Each Company Notice
shall include a form of Purchase Notice to be completed by a Securityholder and
shall state:

            (i) the Purchase Price and the Conversion Price;

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

            (iii) that Securities as to which a Purchase Notice has been given
      may be converted if they are otherwise convertible only in accordance with
      Article 10 hereof and paragraph 8 of the Securities if the applicable
      Purchase Notice has been withdrawn in accordance with the terms of this
      Indenture;

            (iv) that Securities must be surrendered to the Paying Agent to
      collect payment;

            (v) that the Purchase Price for, and any accrued and unpaid interest
      (including contingent interest, if any) on, any Security as to which a
      Purchase Notice has been given


                                       18
<PAGE>
      and not withdrawn will be paid promptly following the later of the
      Purchase Date and the time of surrender of such Security as described in
      subclause (iv) above;

            (vi) the procedures the Holder must follow to exercise rights under
      Section 3.08 and a brief description of those rights;

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

            (viii) the procedures for withdrawing a Purchase Notice (as
      specified in Section 3.10);

            (ix) that, unless the Company defaults in making payment on
      Securities for which a Purchase Notice has been submitted, interest, if
      any (including contingent interest), on such Securities will cease to
      accrue on the Purchase Date; and

            (x) the CUSIP number of the Securities.

      At the Company's request, the Trustee shall give such Company Notice in
the Company's name and at the Company's expense; provided, however, that the
Company makes such request at least three (3) Business Days prior to the date by
which such Company Notice must be given to the Holders and that, in all cases,
the text of such Company Notice shall be prepared by the Company.

      Section 3.09. Purchase of Securities at Option of the Holder upon Change
in Control. (a) If at any time that Securities remain outstanding there shall
have occurred a Change in Control (as hereinafter defined), Securities shall be
repurchased by the Company, at the option of the Holder thereof, at a purchase
price (the "CHANGE IN CONTROL PURCHASE PRICE") equal to the principal amount
thereof plus accrued and unpaid interest, if any (including contingent interest,
if any), thereon, up to and including the date (the "CHANGE IN CONTROL PURCHASE
DATE") fixed by the Company that is not less than 45 days nor more than 60 days
after the date of the Company Notice, subject to satisfaction by or on behalf of
the Holder of the requirements set forth in Section 3.09(c).

      Whenever in this Indenture there is a reference to the principal of any
Security as of any time, such reference shall be deemed to include reference to
the Change in Control Purchase Price payable in respect of such Security to the
extent that such Change in Control Purchase Price is, was or would be payable at
such time, and express mention of the Change in Control Purchase Price in any
provision of this Indenture shall not be construed as excluding the Change in
Control Purchase Price in those provisions of this Indenture when such express
mention is not made.

      A "CHANGE IN CONTROL" shall be deemed to have occurred at such time after
the original issuance of the Securities as any of the following occur:

            (i) any sale, lease, exchange or other transfer (in one transaction
      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 or group of related persons, as defined in Section 13(d) of the
      Exchange Act (a "GROUP");


                                       19
<PAGE>
            (ii) the approval by the holders of Capital Stock of the Company of
      any plan or proposal for the liquidation or dissolution of the Company
      (whether or not otherwise in compliance with the provisions of this
      indenture);

            (iii) any person or Group shall become the owner, directly or
      indirectly, beneficially or of record, of shares representing more than
      50% of the aggregate ordinary voting power represented by the Company's
      issued and outstanding Voting Stock of or any successor to all or
      substantially all of the Company's assets; or

            (iv) the first day of which a majority of the members of the
      Company's Board of Directors are not Continuing Directors (as hereinafter
      defined).

      "BENEFICIAL OWNER" shall be determined in accordance with Rules 13d-3 and
13d-5 promulgated by the SEC under the Exchange Act or any successor provision,
except that a Person shall be deemed to have "beneficial ownership" of all
securities that such Person has the right to acquire, whether exercisable
immediately or only after the passage of time.

      "CONTINUING DIRECTORS" means, as of any date of determination, any member
of the Board of Directors of the Company who (i) was a member of such Board of
Directors on the date of the original issuance of the Securities or (ii) was
nominated for election or elected to the Board of Directors with the approval of
a majority of the continuing directors who were members of such Board of
Directors at the time of such nomination or election.

      (b) Within 30 days after the occurrence of a Change in Control, the
Company shall mail a written notice of the Change in Control by first-class mail
to the Trustee and to each Holder (and to beneficial owners as required by
applicable law). The notice shall include a form of Change in Control Purchase
Notice to be completed by the Securityholder and shall state:

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

            (ii) the date by which the Change in Control Purchase Notice
      pursuant to this Section 3.09 must be given;

            (iii) the Change in Control Purchase Date;

            (iv) the Change in Control Purchase Price;

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

            (vi) the Conversion Price and any adjustments thereto;

            (vii) that Securities as to which a Change in Control Purchase
      Notice has been given may be converted pursuant to Article 10 hereof only
      if the Change in Control Purchase Notice has been withdrawn in accordance
      with the terms of this Indenture;

            (viii) that Securities must be surrendered to the Paying Agent to
      collect payment;


                                       20
<PAGE>
            (ix) that the Change in Control Purchase Price for any Security as
      to which a Change in Control Purchase Notice has been duly given and not
      withdrawn will be paid promptly following the later of the Change in
      Control Purchase Date and the time of surrender of such Security as
      described in clause (viii);

            (x) briefly, the procedures the Holder must follow to exercise
      rights under this Section 3.09;

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

            (xii) the procedures for withdrawing a Change in Control Purchase
      Notice (as specified in Section 3.10);

            (xiii) that, unless the Company defaults in making payment of such
      Change in Control Purchase Price, interest (including contingent interest,
      if any), on Securities surrendered for purchase by the Company will cease
      to accrue on and after the Change in Control Purchase Date; and

            (xiv) the CUSIP number of the Securities.

      (c) A Holder may exercise its rights specified in Section 3.09(a) upon
delivery of a written notice of purchase (a "CHANGE IN CONTROL PURCHASE
NOTICE"), together with the securities subject thereto, to the Company and the
Paying Agent at any time prior to the close of business on the third Business
Day prior to the Change in Control Purchase Date, stating:

            (i) the certificate number of the Security that the Holder will
      deliver to be purchased;

            (ii) the portion of the Principal Amount of the Security which the
      Holder will deliver to be purchased, which portion must be $1,000 or an
      integral multiple thereof; and

            (iii) that such Security shall be purchased pursuant to the terms
      and conditions specified in paragraph 6 of the Securities.

      The delivery of such Security to the Paying Agent prior to, on or after
the Change in Control Purchase Date (together with all necessary endorsements)
at the offices of the Paying Agent shall be a condition to the receipt by the
Holder of the Change in Control Purchase Price therefor; provided, however, that
such Change in Control Purchase Price shall be so paid pursuant to this Section
3.09 only if the Security so delivered to the Paying Agent shall conform in all
respects to the description thereof set forth in the related Change in Control
Purchase Notice.

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


                                       21
<PAGE>
      Any purchase by the Company contemplated pursuant to the provisions of
this Section 3.09 shall be consummated by the delivery of the consideration to
be received by the Holder promptly following the later of the Change in Control
Purchase Date and the time of delivery of the Security to the Paying Agent in
accordance with this Section 3.09.

      Notwithstanding anything herein to the contrary, any Holder delivering to
the Paying Agent the Change in Control Purchase Notice contemplated by this
Section 3.09(c) shall have the right to withdraw such Change in Control Purchase
Notice at any time prior to the close of business on the Business Day preceding
the Change in Control Purchase Date by delivery of a written notice of
withdrawal to the Paying Agent in accordance with Section 3.10.

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

      Notwithstanding anything herein to the contrary, the Company's obligations
pursuant to this Section 3.09 shall be satisfied if a third party makes a change
of control offer in the manner and at the times and otherwise in compliance in
all material respects with the requirements of this Section 3.09 and purchases
all Securities properly tendered and not withdrawn pursuant to the requirements
of this Section 3.09.

      Section 3.10. Effect of Purchase Notice or Change in Control Purchase
Notice. Upon receipt by the Paying Agent of the Purchase Notice or Change in
Control Purchase Notice specified in Section 3.08 or Section 3.09(c), as
applicable, the Holder of the Security in respect of which such Purchase Notice
or Change in Control Purchase Notice, as the case may be, was given shall
(unless such Purchase Notice or Change in Control Purchase Notice is withdrawn
as specified in the following two paragraphs) thereafter be entitled to receive
solely the Purchase Price, together with all accrued and unpaid interest, if any
(including contingent interest, if any), thereon, to but not including the
Purchase Date or Change in Control Purchase Price, as the case may be, with
respect to such Security. Such Purchase Price, together with accrued and unpaid
interest, if any (including contingent interest, if any), thereon, to but not
including the Purchase Date or Change in Control Purchase Price, as the case may
be, shall be paid to such Holder, subject to receipt of funds and/or securities
by the Paying Agent, promptly following the later of (x) the Purchase Date or
the Change in Control Purchase Date, as the case may be, with respect to such
Security (provided that the conditions in Section 3.08 or Section 3.09(c), as
applicable, have been satisfied) and (y) the time of delivery of such Security
to the Paying Agent by the Holder thereof in the manner required by Section 3.08
or Section 3.09(c), as applicable. Securities in respect of which a Purchase
Notice or Change in Control Purchase Notice, as the case may be, has been given
by the Holder thereof may not be converted pursuant to Article 10 hereof on or
after the date of the delivery of such Purchase Notice or Change in Control
Purchase Notice, as the case may be, unless such Purchase Notice or Change in
Control Purchase Notice, as the case may be, has first been validly withdrawn as
specified in the following two paragraphs.

      A Purchase Notice or Change in Control Purchase Notice, as the case may
be, may be withdrawn by means of a written notice of withdrawal delivered to the
office of the Paying Agent in accordance with the Purchase Notice or Change in
Control Purchase Notice, as the case may be, at any time prior to the close of
business on the Business Day prior to the Purchase Date


                                       22
<PAGE>
or prior to the close of business on the Change in Control Purchase Date, as the
case may be, specifying:

            (i)   the certificate number, if any, of the Security in respect of
                  which such notice of withdrawal is being submitted,

            (ii)  the Principal Amount of the Security with respect to which
                  such notice of withdrawal is being submitted, and

            (iii) the Principal Amount, if any, of such Security which remains
                  subject to the original Purchase Notice or Change in Control
                  Purchase Notice, as the case may be, and which has been or
                  will be delivered for purchase by the Company.

      Section 3.11. Deposit of Purchase Price or Change in Control Purchase
Price. Prior to 11:00 a.m. (New York City time) on the Business Day following
the Purchase Date or the Change in Control Purchase Date, as the case may be,
the Company shall deposit with the Trustee or with the Paying Agent (or, if the
Company or a Subsidiary or an Affiliate of either of them is acting as the
Paying Agent, shall segregate and hold in trust as provided in Section 2.04) an
amount of money (in immediately available funds if deposited on such Business
Day) sufficient to pay the aggregate Purchase Price, together with all accrued
and unpaid interest, if any (including contingent interest, if any), thereon, to
but not including the Purchase Date or Change in Control Purchase Price, as the
case may be, of all the Securities or portions thereof which are to be purchased
as of the Purchase Date or Change in Control Purchase Date, as the case may be.

      Section 3.12. Securities Purchased in Part. Any Certificated Security that
is to be purchased only in part shall be surrendered at the office of the Paying
Agent (with, if the Company or the Trustee so requires, due endorsement by, or a
written instrument of transfer in form satisfactory to the Company and the
Trustee duly executed by, the Holder thereof or such Holder's attorney duly
authorized in writing) and the Company shall execute and the Trustee shall
authenticate and deliver to the Holder of such Security, without service charge,
a new Security or Securities, of any authorized denomination as requested by
such Holder in aggregate Principal Amount equal to, and in exchange for, the
portion of the Principal Amount of the Security so surrendered which is not
purchased.

      Section 3.13. Covenant to Comply with Securities Laws upon Purchase of
Securities. When complying with the provisions of Sections 3.08 or 3.09 hereof
(provided that such offer or purchase constitutes an "issuer tender offer" for
purposes of Rule 13e-4 (which term, as used herein, includes any successor
provision thereto) under the Exchange Act at the time of such offer or
purchase), the Company shall (i) comply in all material respects with Rule 13e-4
and Rule 14e-1 under the Exchange Act, (ii) file the related Schedule TO (or any
successor schedule, form or report) under the Exchange Act, and (iii) otherwise
comply in all material respects with all Federal and state securities laws so as
to permit the rights and obligations under Sections 3.08 or 3.09 to be exercised
in the time and in the manner specified in Sections 3.08 or 3.09.

      Section 3.14. Repayment to the Company. The Trustee and the Paying Agent
shall return to the Company any cash that remains unclaimed as provided in
paragraph 11 of the Securities,


                                       23
<PAGE>
together with interest or dividends, if any, thereon (subject to the provisions
of Section 7.01(f)), held by them for the payment of the Purchase Price or
Change in Control Purchase Price, as the case may be, and accrued and unpaid
interest, if any (including contingent interest, if any); provided, however,
that to the extent that the aggregate amount of cash deposited by the Company
pursuant to Section 3.11 exceeds the aggregate Purchase Price or Change in
Control Purchase Price, as the case may be, of the Securities or portions
thereof which the Company is obligated to purchase as of the Purchase Date or
Change in Control Purchase Date, as the case may be, and accrued and unpaid
interest thereon, if any (including contingent interest, if any), then, unless
otherwise agreed in writing with the Company, promptly after the Business Day
following the Purchase Date or Change in Control Purchase Date, as the case may
be, the Trustee shall return any such excess to the Company together with
interest or dividends, if any, thereon (subject to the provisions of Section
7.01(f)).

                                    ARTICLE 4
                                    Covenants

      Section 4.01. Payment of Securities. The Company shall promptly make all
payments in respect of the Securities on the dates and in the manner provided in
the Securities or pursuant to this Indenture. Any amounts to be given to the
Trustee or Paying Agent, as the case may be, shall be deposited with the Trustee
or Paying Agent, as the case may be, by 11:00 a.m. (New York City time) by the
Company. Interest installments, Principal Amount, Redemption Price, Purchase
Price, Change in Control Purchase Price and interest, if any, due on overdue
amounts shall be considered paid on the applicable date due if at 11:00 a.m.
(New York City time) on such date (or, in the case of a Purchase Price or Change
in Control Purchase Price, on the Business Day following the applicable Purchase
Date or Change in Control Purchase Date, as the case may be) the Trustee or the
Paying Agent, as the case may be, holds, in accordance with this Indenture,
money sufficient to pay all such amounts then due.

      The Company shall, to the extent permitted by law, pay interest on overdue
amounts at the rate per annum set forth in paragraph 1 of the Securities,
compounded semiannually, which interest shall accrue from the date such overdue
amount was originally due to the date payment of such amount, including interest
thereon, has been made or duly provided for. All such interest shall be payable
on demand. The accrual of such interest on overdue amounts shall be in addition
to the continued accrual of interest on the Securities.

      Section 4.02. SEC and Other Reports. The Company shall file with the
Trustee, within 15 days after it files such annual and quarterly reports,
information, documents and other reports with the SEC, copies of its annual
report and of the information, documents and other reports (or copies of such
portions of any of the foregoing as the SEC may by rules and regulations
prescribe) which the Company is required to file with the SEC pursuant to
Section 13 or 15(d) of the Exchange Act. In the event the Company is at any time
no longer subject to the reporting requirements of Section 13 or 15(d) of the
Exchange Act, it shall continue to provide the Trustee with reports containing
substantially the same information as would have been required to be filed with
the SEC had the Company continued to have been subject to such reporting
requirements. In such event, such reports shall be provided to the Trustee at
the times the


                                       24
<PAGE>
Company would have been required to provide reports had it continued to have
been subject to such reporting requirements.

      In addition, the Company shall comply with the other provisions of TIA
Section 314(a).

      Section 4.03. Compliance Certificate. The Company shall deliver to the
Trustee within 120 days after the end of each fiscal year of the Company
(beginning with the fiscal year ending on June 30, 2004) an Officers'
Certificate, stating whether or not to the best knowledge of the signers thereof
the Company is in default in the performance and observance of any of the terms,
provisions and conditions of this Indenture (without regard to any period of
grace or requirement of notice provided hereunder) and if the Company shall be
in default, specifying all such Defaults and the nature and status thereof of
which they may have knowledge.

      Section 4.04. Further Instruments and Acts. Upon request of the Trustee,
the Company will execute and deliver such further instruments and do such
further acts as may be reasonably necessary or proper to carry out more
effectively the purposes of this Indenture.

      Section 4.05. Maintenance of Office or Agency. The Company will maintain
in the Borough of Manhattan, The City of New York, an office or agency of the
Trustee, Registrar, Paying Agent and Conversion Agent where Securities may be
presented or surrendered for payment, where Securities may be surrendered for
registration of transfer, exchange, purchase, redemption or conversion and where
notices and demands to or upon the Company in respect of the Securities and this
Indenture may be served. The Corporate Trust Office of the Trustee shall
initially be such office or agency for all of the aforesaid purposes. The
Company shall give prompt written notice to the Trustee of the location, and of
any change in the location, of any such office or agency (other than a change in
the location of the office of the Trustee). If at any time the Company shall
fail to maintain any such required office or agency or shall fail to furnish the
Trustee with the address thereof, such presentations, surrenders, notices and
demands may be made or served at the address of the Trustee set forth in Section
11.02.

      The Company may also from time to time designate one or more other offices
or agencies where the Securities may be presented or surrendered for any or all
such purposes and may from time to time rescind such designations; provided,
however, that no such designation or rescission shall in any manner relieve the
Company of its obligation to maintain an office or agency in the Borough of
Manhattan, The City of New York, for such purposes.

      Section 4.06. Tax Treatment of Securities. The Company and the Holders, by
purchasing the Securities, agree that (i) the Securities are contingent payment
debt instruments as described in Treasury Regulations Section 1.1275-4(b), (ii)
each Holder shall be bound by the Company's application of the Treasury
Regulations to the Securities, including the Company's determination of the rate
at which interest will be deemed to accrue on the Securities for United States
federal income tax purposes will be     % compounded semi-annually (the
"COMPARABLE YIELD"), which is the rate comparable to the rate at which the
Company would borrow on a noncontingent, nonconvertible borrowing with terms and
conditions otherwise comparable to the Securities, (iii) each Holder shall use
the Comparable Yield and the projected payment schedule with respect to the
Securities provided by the Company to the Holder, as provided in Treasury
Regulations Section 1.1275-4(b)(4), to determine its interest accruals and
adjustments as provided in Treasury Regulations Section 1.1275-4(b)(4)(iv),
(iv) each Holder shall treat the delivery of Class A Common Stock or cash
(including cash delivered in lieu of a fractional share) to a Holder of a
Security upon conversion of such Security as a contingent payment (in an amount
equal to the sum of the fair market value of such Class A Common Stock and any
cash received) under Treasury Regulations Section 1.1275-4(b) and


                                       25
<PAGE>
(v) the Company and each Holder will not take any position on a tax return
inconsistent with (i), (ii), (iii) or (iv), unless required by applicable law.

                                    ARTICLE 5
                              Successor Corporation

      Section 5.01. When the Company May Merge or Transfer Assets. The Company
shall not consolidate with or merge with or into any other person or convey,
transfer or lease its properties and assets substantially as an entirety to any
person, unless:

            (i)   (1) the Company shall be the continuing corporation or (2) the
                  person (if other than the Company) formed by such
                  consolidation or into which the Company is merged or the
                  person which acquires by conveyance, transfer or lease the
                  properties and assets of the Company substantially as an
                  entirety (i) shall be a corporation organized and validly
                  existing under the laws of the United States or any State
                  thereof or the District of Columbia, and (ii) shall expressly
                  assume, by an indenture supplemental hereto, executed and
                  delivered to the Trustee, in form satisfactory to the Trustee,
                  all of the obligations of the Company under the Securities and
                  this Indenture;

            (ii)  immediately after giving effect to such transaction, no
                  Default shall have occurred and be continuing; and

            (iii) the Company shall have delivered to the Trustee an Officers'
                  Certificate and an Opinion of Counsel, each stating that such
                  consolidation, merger, conveyance, transfer or lease and, if a
                  supplemental indenture is required in connection with such
                  transaction, such supplemental indenture, comply with this
                  Article 5 and that all conditions precedent herein provided
                  for relating to such transaction have been satisfied.

      For purposes of the foregoing, the transfer (by lease, assignment, sale or
otherwise) of the properties and assets of one or more Subsidiaries (other than
to the Company or another Subsidiary), which, if such assets were owned by the
Company would constitute all or substantially all of the properties and assets
of the Company shall be deemed to be the transfer of all or substantially all of
the properties and assets of the Company.

      The successor person formed by such consolidation or into which the
Company is merged or the successor person to which such conveyance, transfer or
lease is made shall succeed to, and be substituted for, and may exercise every
right and power of, the Company under this Indenture with the same effect as if
such successor had been named as the Company herein; and thereafter, except in
the case of a lease and obligations the Company may have under a supplemental
indenture pursuant to Section 10.12, the Company shall be discharged from all
obligations and covenants under this Indenture and the Securities. Subject to
Section 9.06, the Company, the Trustee and the successor person shall enter into
a supplemental indenture to evidence the succession and substitution of such
successor person and such discharge and release of the Company.


                                       26


<PAGE>


                                   ARTICLE 6
                              Defaults and Remedies

      Section 6.01. Events of Default. Subject to the provisions set forth
below in this Section 6.01, an "EVENT OF DEFAULT" occurs if:

      (a)   the Company defaults in the payment of interest, if any (including
            contingent interest, if any), payable on any Security when the same
            becomes due and payable and such Default continues for a period of
            30 days after receipt by the Company of a Notice of Default;

      (b)   the Company defaults in the payment of the Principal Amount,
            Redemption Price, Purchase Price or Change in Control Purchase Price
            on any Security when the same becomes due and payable at its Stated
            Maturity, upon redemption, upon declaration, when due for purchase
            by the Company or otherwise;

      (c)   the Company fails to comply with any of its agreements in the
            Securities or this Indenture (other than those referred to in
            clauses (1) and (2) above) and such failure continues for 60 days
            after receipt by the Company of a Notice of Default from the Trustee
            or from Holders of not less than 25% in aggregate principal amount
            of the then outstanding Securities;

      (d)   the Company fails to pay when due the principal of indebtedness for
            money borrowed by the Company or its Subsidiaries in excess of
            $20,000,000, or the acceleration of that indebtedness that is not
            withdrawn within 15 days after the date of written notice to the
            Company by the Trustee or to the Company and the Trustee by the
            Holders of at least 25% in aggregate principal amount of the then
            outstanding Securities;

      (e)   a court having jurisdiction in the premises shall enter a decree or
            order for relief in respect of the Company in an involuntary case
            under any applicable bankruptcy, insolvency or other similar law now
            or hereafter in effect, or appointing a receiver, liquidator,
            assignee, custodian, trustee or sequestrator (or similar official)
            of the Company or for any substantial part of its property or
            ordering the winding up or liquidation of its affairs and such
            decree or order shall remain unstayed and in effect for a period of
            60 consecutive days; or

      (f)   the Company shall commence a voluntary case under any applicable
            bankruptcy, insolvency or other similar law now or hereafter in
            effect, or consent to the entry of an order for relief in an
            involuntary case under any such law, or consent to the appointment
            of or taking possession by a receiver, liquidator, assignee,
            custodian, trustee or sequestrator (or similar official) of the
            Company or for any substantial part of its property or make any
            general assignment for the benefit of creditors.

      A Default under clause (a) or (b) above is not an Event of Default until
the Trustee notifies the Company, or the Holders of at least 25% in aggregate
Principal Amount of the


                                       27
<PAGE>
Securities at the time outstanding notify the Company and the Trustee, of the
Default and the Company does not cure such Default (and such Default is not
waived) within the time specified in clause (c) or (d) above, as applicable,
after actual receipt of such notice. Any such notice must specify the Default,
demand that it be remedied and state that such notice is a "NOTICE OF DEFAULT."

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

      Section 6.02. Defaults and Remedies. If an Event of Default (other than
an Event of Default specified in Section 6.01(e) or 6.01(f)) occurs and is
continuing, the Trustee by notice to the Company, or the Holders of at least 25%
in aggregate Principal Amount of the Securities at the time outstanding by
notice to the Company and the Trustee, may declare the Principal Amount of all
the Securities plus accrued and unpaid interest, if any (including contingent
interest, if any), thereon, through the date of declaration to be immediately
due and payable. Upon such a declaration, such Principal Amount plus accrued and
unpaid interest, if any (including contingent interest, if any), shall become
and be immediately due and payable. If an Event of Default specified in Section
6.01(e)or 6.01(f) occurs and is continuing, the Principal Amount of all the
Securities plus accrued and unpaid interest, if any (including contingent
interest, if any), thereon, shall become and be immediately due and payable
without any declaration or other act on the part of the Trustee or any
Securityholder.

      The Holders of a majority in principal amount of the Securities then
outstanding by notice to the Trustee may rescind an acceleration and its
consequences if (a) all Existing Events of Default, other than the nonpayment of
the principal of and accrued and unpaid interest, if any (including contingent
interest, if any), on the Securities which has become due solely by such
declaration of acceleration, have been cured or waived; (b) the Company has paid
or deposited with the Trustee a sum sufficient to pay (i) all overdue interest
(including contingent interest, if any), on the Securities, (ii) the principal
of any Security which has become due otherwise then by such declaration of
acceleration, and (iii) to the extent the payment of such interest is lawful,
interest on overdue installments of interest and overdue principal, which has
become due otherwise than by such declaration of acceleration; (c) the
rescission would not conflict with any judgment or decree of a court of
competent jurisdiction; and (d) all payments due to the Trustee and any
predecessor Trustee under Section 7.07 have been made. No such rescission shall
affect any subsequent Default or impair any right consequent thereon.

      Section 6.03. Other Remedies. If an Event of Default occurs and is
continuing, the Trustee may pursue any available remedy to collect the payment
of the Principal Amount of all the Securities plus all accrued and unpaid
interest (including contingent interest, if any), thereon or to enforce the
performance of any provision of the Securities or this Indenture.

      The Trustee may maintain a proceeding even if the Trustee does not possess
any of the Securities or does not produce any of the Securities in the
proceeding. A delay or omission by the Trustee or any Securityholder in
exercising any right or remedy accruing upon an Event of Default shall not
impair the right or remedy or constitute a waiver of, or acquiescence in, the

                                       28
<PAGE>
Event of Default. No remedy is exclusive of any other remedy. All available
remedies are cumulative to the extent permitted by law.

      Section 6.04. Waiver of Past Defaults. The Holders of a majority in
aggregate Principal Amount of the Securities at the time outstanding, by notice
in writing to the Trustee (and without notice to any other Securityholder), may
waive an existing Default and its consequences, except (a) an Event of Default
described in Section 6.01(a)or 6.01(b), (b) a Default in respect of a provision
that under Section 9.02 cannot be amended without the consent of each
Securityholder affected or (c) a Default which constitutes a failure to convert
any Security in accordance with the terms of Article 10. When a Default is
waived, it is deemed cured, but no such waiver shall extend to any subsequent or
other Default or impair any consequent right. This Section 6.04 shall be in lieu
of Section 316(a)1(B) of the TIA and such Section 316(a)1(B) is hereby expressly
excluded from this Indenture, as permitted by the TIA.

      Section 6.05. Control by Majority. The Holders of a majority in aggregate
Principal Amount of the Securities at the time outstanding may direct the time,
method and place of conducting any proceeding for any remedy available to the
Trustee or of exercising any trust or power conferred on the Trustee. However,
the Trustee may refuse to follow any direction that conflicts with law or this
Indenture or that the Trustee determines in good faith is unduly prejudicial to
the rights of other Securityholders or would involve the Trustee in personal
liability unless the Trustee is offered indemnity satisfactory to it. This
Section 6.05 shall be in lieu of Section 316(a)1(A) of the TIA and such Section
316(a)1(A) is hereby expressly excluded from this Indenture, as permitted by the
TIA.

      Section 6.06. Limitation on Suits. A Securityholder may not pursue any
remedy with respect to this Indenture or the Securities unless:

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

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

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

      (d)   the Trustee does not comply with the request within 60 days after
            receipt of such notice, request and offer of security or indemnity;
            and

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

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

                                       29
<PAGE>
      Section 6.07. Rights of Holders to Receive Payment. Notwithstanding any
other provision of this Indenture, the right of any Holder to receive payment of
interest installments (including contingent interest, if any), the Principal
Amount, Redemption Price, Purchase Price, Change in Control Purchase Price or
interest, if any, due on overdue amounts in respect of the Securities held by
such Holder, on or after the respective due dates expressed in the Securities,
and to convert the Securities in accordance with Article 10, or to bring suit
for the enforcement of any such payment on or after such respective dates or the
right to convert, shall not be impaired or affected adversely without the
consent of such Holder.

      Section 6.08. Collection Suit by Trustee. If an Event of Default
described in Section 6.01(a) or 6.01(b)occurs and is continuing, the Trustee may
recover judgment in its own name and as trustee of an express trust against the
Company for the whole amount owing with respect to the Securities and the
amounts provided for in Section 7.07.

      Section 6.09. Trustee May File Proofs of Claim. In case of the pendency
of any receivership, insolvency, liquidation, bankruptcy, reorganization,
arrangement, adjustment, composition or other judicial proceeding relative to
the Company or any other obligor upon the Securities or the property of the
Company or of such other obligor or their creditors, the Trustee (irrespective
of whether interest installments (including contingent interest, if any), the
Principal Amount, Redemption Price, Purchase Price, Change in Control Purchase
Price or interest, if any, due on overdue amounts in respect of the Securities
shall then be due and payable as therein expressed or by declaration or
otherwise and irrespective of whether the Trustee shall have made any demand on
the Company for the payment of any such amount) shall be entitled and empowered,
by intervention in such proceeding or otherwise,

      (a)   to file and prove a claim for any accrued and unpaid interest
            installments (including contingent interest, if any), the whole
            amount of the Principal Amount, Redemption Price, Purchase Price,
            Change in Control Purchase Price or interest, if any, due on overdue
            amounts in respect of the Securities, and to file such other papers
            or documents as may be necessary or advisable in order to have the
            claims of the Trustee (including any claim for the reasonable
            compensation, expenses, disbursements and advances of the Trustee,
            its agents and counsel or any other amounts due the Trustee under
            Section 7.07) and of the Holders allowed in such judicial
            proceeding, and

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

and any custodian, receiver, assignee, trustee, liquidator, sequestrator or
similar official in any such judicial proceeding is hereby authorized by each
Holder to make such payments to the Trustee and, in the event that the Trustee
shall consent to the making of such payments directly to the Holders, to pay the
Trustee any amount due it for the reasonable compensation, expenses,
disbursements and advances of the Trustee, its agents and counsel, and any other
amounts due the Trustee under Section 7.07.

      Nothing herein contained shall be deemed to authorize the Trustee to
authorize or consent to or accept or adopt on behalf of any Holder any plan of
reorganization, arrangement,

                                       30
<PAGE>
adjustment or composition affecting the Securities or the rights of any Holder
thereof, or to authorize the Trustee to vote in respect of the claim of any
Holder in any such proceeding.

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

      FIRST: to the Trustee for amounts due under Section 7.07;

      SECOND: to Securityholders for amounts due and unpaid on the Securities
      for any accrued and unpaid interest installments (including contingent
      interest, if any), the Principal Amount, Redemption Price, Purchase Price,
      Change in Control Purchase Price or interest, if any, due on overdue
      amounts in respect of the Securities, as the case may be, ratably, without
      preference or priority of any kind, according to such amounts due and
      payable on the Securities; and

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

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

      Section 6.11. Priorities. In any suit for the enforcement of any right or
remedy under this Indenture or in any suit against the Trustee for any action
taken or omitted by it as Trustee, a court in its discretion may require the
filing by any party litigant (other than the Trustee) in the suit of an
undertaking to pay the costs of the suit, and the court in its discretion may
assess reasonable costs, including reasonable attorneys' fees and expenses,
against any party litigant in the suit, having due regard to the merits and good
faith of the claims or defenses made by the party litigant. This Section 6.11
does not apply to a suit by the Trustee, a suit by a Holder pursuant to Section
6.07 or a suit by Holders of more than 10% in aggregate Principal Amount of the
Securities at the time outstanding. This Section 6.11 shall be in lieu of
Section 315(e) of the TIA and such Section 315(e) is hereby expressly excluded
from this Indenture, as permitted by the TIA.

      Section 6.12. Waiver of Stay, Extension or Usury Laws. The Company
covenants (to the extent that it may lawfully do so) that it will not at any
time insist upon, or plead, or in any manner whatsoever claim or take the
benefit or advantage of, any stay or extension law or any usury or other law
wherever enacted, now or at any time hereafter in force, which would prohibit or
forgive the Company from paying all or any portion of any interest installment
(including contingent interest, if any), the Principal Amount, Redemption Price,
Purchase Price, Change in Control Purchase Price or interest, if any, due on
overdue amounts in respect of the securities, as contemplated herein, or which
may affect the covenants or the performance of this Indenture; and the Company
(to the extent that it may lawfully do so) hereby expressly waives all benefit
or advantage of any such law and covenants that it will not hinder, delay or
impede the execution of any power herein granted to the Trustee, but will suffer
and permit the execution of every such power as though no such law had been
enacted.

                                       31
<PAGE>
                                    ARTICLE 7
                                     Trustee

      Section 7.01. Duties of Trustee. (a) If an Event of Default has occurred
and is continuing, the Trustee shall exercise the rights and powers vested in it
by this Indenture and use the same degree of care and skill in its exercise as a
prudent person would exercise or use under the circumstances in the conduct of
such person's own affairs.

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

            (i) the Trustee need perform only those duties that are specifically
      set forth in this Indenture and no others; and

            (ii) in the absence of bad faith on its part, the Trustee may
      conclusively rely, as to the truth of the statements and the correctness
      of the opinions expressed therein, upon certificates or opinions furnished
      to the Trustee and conforming to the requirements of this Indenture, but
      in case of any such certificates or opinions which by any provision hereof
      are specifically required to be furnished to the Trustee, the Trustee
      shall examine the certificates and opinions to determine whether or not
      they conform to the requirements of this Indenture, but need not confirm
      or investigate the accuracy of mathematical calculations or other facts
      stated therein.

      This Section 7.01(b) shall be in lieu of Section 3.15(a) of the TIA and
such Section 315(a) is hereby expressly excluded from this Indenture, as
permitted by the TIA.

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

            (i) this paragraph (c) does not limit the effect of paragraph (b) of
      this Section 7.01;

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

            (iii) the Trustee shall not be liable with respect to any action it
      takes or omits to take in good faith in accordance with a direction
      received by it pursuant to Section 6.05.

      Section 7.01(c)(i), (ii) and (iii) shall be in lieu of Sections 315(d)(1),
315(d)(2) and 315 (d)(3) of the TIA and such Sections 315(d)(1), 315(d)(2) and
315 (d) (3) are hereby expressly excluded from this Indenture, as permitted by
the TIA.

      (d) Every provision of this Indenture that in any way relates to the
Trustee is subject to Section 7.01(a), (b), (c) and (e).

                                       32
<PAGE>
      (e) The Trustee may refuse to perform any duty or exercise any right or
power or expend or risk its own funds or otherwise incur any financial liability
unless it receives indemnity satisfactory to it against any loss, liability or
expense.

      (f) Money held by the Trustee in trust hereunder need not be segregated
from other funds except to the extent required by law. The Trustee (acting in
any capacity hereunder) shall be under no liability for interest on any money
received by it hereunder unless otherwise agreed in writing with the Company.

      Section 7.02. Rights of Trustee. Subject to its duties and
responsibilities under the TIA,

      (a)   the Trustee may conclusively rely and shall be protected in acting
            or refraining from acting upon any resolution, certificate,
            statement, instrument, opinion, report, notice, request, direction,
            consent, order, bond, debenture, note, other evidence of
            indebtedness or other paper or document reasonably believed by it to
            be genuine and to have been signed or presented by the proper party
            or parties;

      (b)   whenever in the administration of this Indenture the Trustee shall
            deem it desirable that a matter be proved or established prior to
            taking, suffering or omitting any action hereunder, the Trustee
            (unless other evidence be herein specifically prescribed) may obtain
            and, in the absence of bad faith or negligence on its part,
            conclusively rely upon an Officers' Certificate and/or an Opinion of
            Counsel;

      (c)   the Trustee may execute any of the trusts or powers hereunder or
            perform any duties hereunder either directly or by or through
            agents, attorneys, custodians or nominees and the Trustee shall not
            be responsible for any misconduct or negligence on the part of any
            agent, attorney, custodian or nominee appointed with due care by it
            hereunder;

      (d)   The Trustee shall not be liable for any action taken, suffered, or
            omitted to be taken by it in good faith which it reasonably believes
            to be authorized or within its rights or powers conferred under this
            Indenture;

      (e)   The Trustee may consult with counsel selected by it and any advice
            or opinion of such counsel shall be full and complete authorization
            and protection in respect of any action taken or suffered or omitted
            by it hereunder in good faith and in accordance with such advice or
            opinion of such counsel;

      (f)   the Trustee shall be under no obligation to exercise any of the
            rights or powers vested in it by this Indenture at the request,
            order or direction of any of the Holders, pursuant to the provisions
            of this Indenture, unless such Holders shall have offered to the
            Trustee security or indemnity satisfactory to it against the costs,
            expenses and liabilities which may be incurred therein or thereby;

                                       33
<PAGE>
      (g)   any request or direction of the Company mentioned herein shall be
            sufficiently evidenced by a Company Order and any resolution of the
            Board of Directors be sufficiently evidenced by a Board Resolution;

      (h)   the Trustee shall not be bound to make any investigation into the
            facts or matters stated in any resolution, certificate, statement,
            instrument, opinion, report, notice, request, direction, consent,
            order, bond, debenture, note, other evidence of indebtedness or
            other paper or document, but the Trustee, in its discretion, may
            make such further inquiry or investigation into such facts or
            matters as it may see fit, and, if the Trustee shall determine to
            make such further inquiry or investigation, it shall be entitled,
            during normal business hours, to examine the books, records and
            premises of the Company, personally or by agent or attorney at the
            sole cost of the Company and shall incur no liability or additional
            liability of any kind by reason of such inquiry or investigation;

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

      (j)   the rights, privileges, protections, immunities and benefits given
            to the Trustee, including its right to be indemnified, are extended
            to, and shall be enforceable by, the Trustee in each of its
            capacities hereunder, and to each agent, custodian and other Person
            employed to act hereunder; and

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

      Neither the Trustee nor any of its officers, directors, employees or
agents shall be liable for any action taken or omitted under this Indenture or
in connection therewith except to the extent caused by the Trustee's gross
negligence, bad faith or willful misconduct, as determined by the final judgment
of a court of competent jurisdiction, no longer subject to appeal or review.
Anything in this Indenture to the contrary notwithstanding, in no event shall
the Trustee be liable for special, indirect or consequential loss or damage of
any kind whatsoever (including but no limited to lost profits), even if the
Trustee has been advised of the likelihood of such loss or damage and regardless
of the form of action.

      Section 7.03. Individual Rights of Trustee. The Trustee in its individual
or any other capacity may become the owner or pledgee of Securities and may
otherwise deal with the Company or its Affiliates with the same rights it would
have if it were not Trustee. Any Paying


                                       34
<PAGE>
Agent, Registrar, Conversion Agent or co-registrar may do the same with like
rights. However, the Trustee must comply with Sections 7.10 and 7.11.

      Section 7.04. Trustee's Disclaimer. The Trustee makes no representation
as to the validity or adequacy of this Indenture or the Securities, it shall not
be accountable for the Company's use or application of the proceeds from the
Securities, it shall not be responsible for any statement in any registration
statement for the Securities under the Securities Act or in any offering
document for the Securities, the Indenture or the Securities (other than its
certificate of authentication), or the determination as to which beneficial
owners are entitled to receive any notices hereunder.

      Section 7.05. Notice of Defaults. If a Default occurs and if it is known
to the Trustee, the Trustee shall give to each Securityholder notice of all
current Defaults known to it within 90 days after any such Default occurs or, if
later, within 15 days after it is known to the Trustee, unless such Default
shall have been cured or waived before the giving of such notice.
Notwithstanding the preceding sentence, except in the case of a Default
described in Sections 6.01(a) and 6.01(b), the Trustee may withhold the notice
if and so long as a committee of its Responsible Officers in good faith
determines that withholding the notice is in the interests of Securityholders.
The second sentence of this Section 7.05 shall be in lieu of the proviso to
Section 315(b) of the TIA and such proviso is hereby expressly excluded from
this Indenture, as permitted by the TIA.

      Section 7.06. Reports by Trustee to Holders. Within 60 days after each
May 15 beginning with the May 15 following the date of this Indenture, the
Trustee shall mail to each Securityholder a brief report dated as of such May 15
that complies with TIA Section 313(a), if required by such Section 313(a). The
Trustee also shall comply with TIA Section 313(b).

      A copy of each report at the time of its mailing to Securityholders shall
be filed with the SEC and each securities exchange, if any, on which the
Securities are listed. The Company agrees to notify the Trustee promptly
whenever the securities become listed on any Securities exchange and of any
delisting thereof.

      Section 7.07. Compensation and Indemnity. The Company agrees:

      (a)   to pay to the Trustee from time to time, and the Trustee shall be
            entitled to, such compensation as the Company and the Trustee shall
            from time to time agree in writing for all services rendered by it
            hereunder (which compensation shall not be limited (to the extent
            permitted by law) by any provision of law in regard to the
            compensation of a trustee of an express trust);

      (b)   to reimburse the Trustee upon its request for all reasonable
            expenses, disbursements and advances incurred or made by the Trustee
            in accordance with any provision of this Indenture or any documents
            executed in connection herewith (including the reasonable
            compensation and the expenses, advances and disbursements of its
            agents and counsel), except any such expense, disbursement or
            advance as may be attributable to its negligence, bad faith or
            willful misconduct; and

                                       35
<PAGE>
      (c)   to indemnify the Trustee or any predecessor Trustee and their
            agents, officers, directors and employees for, and to hold them
            harmless against, any loss, damage, claim, liability, cost or
            expense (including attorneys' fees and expenses and taxes (other
            than taxes based upon, measured by or determined by the income of
            the Trustee)) incurred without negligence, misconduct or bad faith
            on its part, arising out of or in connection with the acceptance or
            administration of this trust, including the costs and expenses of
            defending itself against any claim (whether asserted by the Company
            or any Holder or any other Person) or liability in connection with
            the exercise or performance of any of its powers or duties
            hereunder.

      To secure the Company's payment obligations in this Section 7.07, the
Trustee shall have a lien prior to the Securities on all money or property held
or collected by the Trustee, except that held in trust to pay interest
installments (including contingent interest, if any), the Principal Amount,
Redemption Price, Purchase Price, Change in Control Purchase Price or interest,
if any, due on overdue amounts, as the case may be, in respect of any particular
Securities.

      The Company's payment obligations pursuant to this Section 7.07 shall
survive the discharge of this Indenture or the earlier termination or
resignation of the Trustee. When the Trustee incurs expenses after the
occurrence of a Default specified in Section 6.01(e) or Section 6.01(f), the
expenses, including the reasonable charges and expenses of its counsel, are
intended to constitute expenses of administration under any bankruptcy law.

      Section 7.08. Replacement of Trustee. The Trustee may resign by so
notifying the Company; provided, however, that no such resignation shall be
effective until a successor Trustee has accepted its appointment pursuant to
this Section 7.08. The Holders of a majority in aggregate Principal Amount of
the Securities at the time outstanding may remove the Trustee by so notifying
the Trustee and the Company. The Company shall remove the Trustee if:

      (a)   the Trustee fails to comply with Section 7.10;

      (b)   the Trustee is adjudged bankrupt or insolvent;

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

      (d)   the Trustee otherwise becomes incapable of acting.

      If the Trustee resigns or is removed or if a vacancy exists in the office
of Trustee for any reason, the Company shall promptly appoint, by resolution of
its Board of Directors, a successor Trustee.

      A successor Trustee shall deliver a written acceptance of its appointment
to the retiring Trustee and to the Company satisfactory in form and substance to
the retiring Trustee and the Company. Thereupon the resignation or removal of
the retiring Trustee shall become effective, and the successor Trustee shall
have all the rights, powers and duties of the Trustee under this Indenture. The
successor Trustee shall mail a notice of its succession to Securityholders. The
retiring Trustee shall promptly transfer all property held by it as Trustee to
the successor Trustee, subject to the lien provided for in Section 7.07.

                                       36
<PAGE>
      If a successor Trustee does not take office within 30 days after the
retiring Trustee gives its notice of resignation or is removed, the retiring
Trustee, the Company or the Holders of a majority in aggregate Principal Amount
of the Securities at the time outstanding may petition any court of competent
jurisdiction at the expense of the Company for the appointment of a successor
Trustee.

      If the Trustee fails to comply with Section 7.10, any Securityholder may
petition any court of competent jurisdiction for the removal of the Trustee and
the appointment of a successor Trustee.

      Section 7.09. Successor Trustee by Merger. If the Trustee consolidates
with, merges or converts into, or transfers all or substantially all its
corporate trust business or assets (including the administration of the trust
created by this Indenture) to, another corporation, the resulting, surviving or
transferee corporation without any further act shall be the successor Trustee.

      Section 7.10. Eligibility; Disqualification. The Trustee shall at all
times satisfy the requirements of TIA Section 310(a)(1). The Trustee (or its
parent holding company) shall have a combined capital and surplus of at least
$50,000,000 as set forth in its most recent published annual report of
condition. Nothing herein contained shall prevent the Trustee from filing with
the SEC the application referred to in the penultimate paragraph of TIA Section
310(b). The Trustee shall comply with TIA Section 310(b); provided, however,
that there shall be excluded from the operation of TIA Section 310(b)(1) any
indenture or indentures under which other securities or certificates of interest
or participation in other securities of the Company are outstanding if the
requirements for such exclusion set forth in TIA Section 310(b)(1) are met.

      Section 7.11. Preferential Collection of Claims Against Company. The
Trustee shall comply with TIA Section 311(a), excluding any creditor
relationship listed in TIA Section 311(b). A Trustee who has resigned or been
removed shall be subject to TIA Section 311(a) to the extent indicated therein.

                                   ARTICLE 8
                             Discharge of Indenture

      Section 8.01. Discharge of Liability on Securities. When (i) the Company
delivers to the Trustee all outstanding Securities (other than Securities
replaced pursuant to Section 2.07) for cancellation or (ii) all outstanding
Securities have become due and payable and the Company deposits with the Trustee
cash sufficient to pay all amounts due and owing on all outstanding Securities
(other than Securities replaced pursuant to Section 2.07), and if in either case
the Company pays all other sums payable hereunder by the Company, then this
Indenture shall, subject to Section 7.07, cease to be of further effect. The
Trustee shall join in the execution of a document prepared by the Company
acknowledging satisfaction and discharge of this Indenture on demand at the cost
and expense of the Company and accompanied by an Officers' Certificate and
Opinion of Counsel.

      Section 8.02. Repayment to the Company. The Trustee and the Paying Agent
shall return to the Company upon written request any money held by them for the
payment of any amount

                                       37
<PAGE>
with respect to the Securities that remains unclaimed for two years, subject to
applicable unclaimed property law. After return to the Company, as applicable,
Holders entitled to the money must look to the Company for payment as general
creditors unless an applicable abandoned property law designates another person
and the Trustee and the Paying Agent shall have no further liability to the
Securityholders with respect to such money or securities for that period
commencing after the return thereof.

                                   ARTICLE 9
                                   Amendments

      Section 9.01. Without Consent of Holders. The Company and the Trustee may
amend or supplement this Indenture or the Securities without notice to or
consent of any Securityholder:

      (a)   to comply with Article 5 or Section 10.12;

      (b)   to cure any ambiguity, omission, defect or inconsistency, or to make
            any other change that does not adversely affect the rights of any
            Securityholder;

      (c)   to make provisions with respect to the conversion right of the
            Holders pursuant to the requirements of Section 10.12 and Section
            10.01; (d) to evidence and provide for the acceptance of appointment
            hereunder by a successor Trustee with respect to the Securities; or

      (e)   to comply with the provisions of the TIA, or with any requirement of
            the SEC arising as a result of the qualification of this Indenture
            under the TIA.

      Section 9.02. With Consent of Holders.

      The Company and the Trustee may amend or supplement this Indenture or the
Securities without notice to any Securityholder but with the written consent of
the Holders of a majority in aggregate principal amount of the Securities then
outstanding. The Holders of a majority in aggregate principal amount of the
Securities then outstanding may waive compliance by the Company with restrictive
provisions of this Indenture other than as set forth in this Section 9.02 below,
and waive any past Default under this Indenture and its consequences, except a
Default in the payment of the principal of or interest on any Security or in
respect of a provision which under this Indenture cannot be modified or amended
without the consent of the Holder of each outstanding Security affected.

      Subject to Section 9.04, without the written consent of each
Securityholder affected, however, an amendment, supplement or waiver, including
a waiver pursuant to Section 6.04, may not:

      (a)   change the Stated Maturity of the principal of, or any payment date
            of any installment of interest (including contingent interest, if
            any), on, any Security;

                                       38
<PAGE>
      (b)   reduce the principal amount of, or the rate of interest (including
            contingent interest, if any), on, any Security, whether upon
            acceleration, redemption or otherwise, or alter the manner of
            calculation of interest or the rate of accrual thereof on any
            Security;

      (c)   change the currency for payment of principal of, or interest
            (including contingent interest, if any) on any Security;

      (d)   impair the right to institute suit for the enforcement of any
            payment of principal of, or interest (including contingent interest,
            if any) on, any Security when due;

      (e)   adversely affect the conversion rights provided in Article 10;

      (f)   modify the provisions of this Indenture requiring the Company to
            make an offer to repurchase Securities upon a Change in Control or
            to repurchase the Securities at the option of the Holders pursuant
            to Section 3.08 in any case in a manner adverse to the Holders of
            the Securities;

      (g)   reduce the percentage of principal amount of the outstanding
            Securities necessary to modify or amend this Indenture or to consent
            to any waiver provided for in this Indenture;

      (h)   waive a Default in the payment of the principal amount of, or
            interest (including contingent interest, if any) on, any Security
            (except as provided in Section 6.02); or

      (i)   make any changes in Section 6.04, Section 6.07 or this paragraph.

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

      After an amendment under this Section 9.02 becomes effective, the Company
shall mail to each Holder a notice briefly describing the amendment. Failure to
mail the notice or a defect in the notice shall not effect the validity of the
amendment.

      Section 9.03. Compliance with Trust Indenture Act. Every supplemental
indenture executed pursuant to this Article shall comply with the TIA.

      Section 9.04. Revocation and Effect of Consents. Until an amendment,
waiver or other action by Holders becomes effective, a consent thereto by a
Holder of a Security hereunder is a continuing consent by the Holder and every
subsequent Holder of that Security or portion of the Security that evidences the
same obligation as the consenting Holder's Security, even if notation of the
consent, waiver or action is not made on the Security. However, any such Holder
or subsequent Holder may revoke the consent, waiver or action as to such
Holder's Security or portion of the Security if the Trustee receives the notice
of revocation before the date the amendment, waiver or action becomes effective.
After an amendment, waiver or action becomes effective, it shall bind every
Securityholder.

                                       39

<PAGE>
      Section 9.05. Notation on or Exchange of Securities. Securities
authenticated and delivered after the execution of any supplemental indenture
pursuant to this Article 9 may, and shall if required by the Trustee, bear a
notation in form approved by the Trustee as to any matter provided for in such
supplemental indenture. If the Company shall so determine, new Securities so
modified as to conform, in the opinion of the Trustee and the Board of Directors
of the Company, to any such supplemental indenture may be prepared and executed
by the Company and authenticated and delivered by the Trustee in exchange for
outstanding Securities.

      Section 9.06. Trustee to Sign Supplemental Indentures. The Trustee shall
sign any supplemental indenture authorized pursuant to this Article 9 if the
amendment contained therein does not adversely affect the rights, duties,
liabilities or immunities of the Trustee. If it does, the Trustee may, but need
not, sign such supplemental indenture. In signing such supplemental indenture
the Trustee shall receive, and (subject to the provisions of Section 7.01) shall
be fully protected in relying upon, an Officers' Certificate and an Opinion of
Counsel stating that such amendment is authorized or permitted by this
Indenture.

      Section 9.07. Effect of Supplemental Indentures. Upon the execution of any
supplemental indenture under this Article 9, this Indenture shall be modified in
accordance therewith, and such supplemental indenture shall form a part of this
Indenture for all purposes, and every Holder of Securities theretofore or
thereafter authenticated and delivered hereunder shall be bound thereby.

                                   ARTICLE 10
                                   Conversions

      Section 10.01. Conversion Privilege. Subject to the provisions of this
Article 10, a Holder of a Security may convert such Security into Class A Common
Stock (the shares of Class A Common Stock issuable upon such conversion, the
"CONVERSION SHARES"), at the Conversion Price (as defined below) then in effect,
together with those rights, warrants or options specified in Section 10.06(g)
hereof, to the extent applicable, if any of the following conditions is
satisfied:

            (a)   during any calendar quarter (the "QUARTER") commencing after
                  September 30, 2003, if the Closing Price (as defined
                  hereinafter) per share of Class A Common Stock for at least 20
                  Trading Days in the period of 30 consecutive Trading Days
                  ending on the last Trading Day of the preceding Quarter is
                  more than 120% of the Conversion Price on such 30th Trading
                  Day;

            (b)   the Security has been called for redemption by the Company
                  pursuant to Section 3.01;

            (c)   the conversion of such Security occurs during the five Trading
                  Day period immediately following a period of nine consecutive
                  Trading Days in which the Security Trading Price (as
                  determined following a request by a Holder of the Securities
                  in accordance with the procedures set forth below in this
                  Section 10.01) for each Trading Day in such period was less
                  than 95% of the product of the Closing Price per share of
                  Class A Common Stock on such Trading Day


                                       40
<PAGE>
                  multiplied by the number of shares of Class A Common Stock
                  issuable (assuming satisfaction of conditions to conversion)
                  upon conversion of $1,000 in principal amount of the
                  Securities (the condition specified in this clause (e) being
                  the "95% TRADING CONDITION");

            (d)   (i) an issuance of rights, warrants or options referred to in
                  Section 10.06(b) occurs or (ii) a distribution referred to in
                  Section 10.06(c) occurs where the fair market value of such
                  distribution per share of Class A Common Stock (as determined
                  by the Board of Directors of the Company, which determination
                  shall be conclusive evidence of such fair market value)
                  exceeds 10% of the Closing Price per share of Class A Common
                  Stock on the Trading Day immediately preceding the date of
                  declaration of such distribution; or

            (e)   (x) the Company is party to a consolidation, merger, share
                  exchange, sale of all or substantially all of its assets or
                  other similar transaction pursuant to which the Class A Common
                  Stock is subject to conversion into shares of stock, other
                  securities or property (including cash) pursuant to Section
                  10.12 and (y) the conversion of such Security occurs at any
                  time from and after the date that is 15 days prior to the date
                  of the anticipated effective time of such transaction until
                  and including the date that is 15 days after the actual
                  effective date of such transaction.

      In the case of the foregoing clause (a), at the end of each Quarter, the
Conversion Agent will determine on behalf of the Company whether the Securities
are convertible pursuant to the terms described therein.

      In the case of the foregoing clauses (d)(i) and (ii), the Company must
notify the Holders at least 20 days prior to the ex-dividend date for such
issuance or distribution. Once the Company has given such notice, Holders may
surrender their Securities for conversion at any time thereafter until the
earlier of the close of business on the Business Day prior to the ex-dividend
date or the Company's announcement that such issuance or distribution will not
take place. This provision shall not apply if the Holder of a Security otherwise
participates in the distribution without conversion.

      The "EX-DIVIDEND DATE" for any such issuance or distribution means the
date immediately prior to the commencement of "ex-dividend" trading for such
issuance or distribution on The New York Stock Exchange or such other national
securities exchange or The Nasdaq Stock Market or similar system of automated
dissemination of quotations of securities prices on which the Class A Common
Stock is then listed or quoted.

      The number of shares of Class A Common Stock issuable upon conversion of a
Security shall be determined by dividing the principal amount of the Security or
portion thereof surrendered for conversion by the Conversion Price in effect on
the Conversion Date. The initial Conversion Price is set forth in paragraph 8 of
the Securities and is subject to adjustment as provided in this Article 10.



                                       41
<PAGE>
      A Holder may convert a portion of a Security equal to $1,000 or any
integral multiple thereof. Provisions of this Indenture that apply to conversion
of all of a Security also apply to conversion of a portion of a Security.

      If a Security is called for redemption pursuant to Article 3, the right to
convert such Security shall terminate at the close of business on the second
Business Day before the redemption date for such Security (unless the Company
shall default in making the redemption payment then due, in which case the
conversion right shall terminate on the date such Default is cured and such
Security is redeemed). A Security in respect of which a Holder has delivered a
Purchase Notice pursuant to Section 3.08 or a Change in Control Purchase Notice
pursuant to Section 3.09 exercising the option of such Holder to require the
Company to repurchase such Security may be converted only if such Purchase
Notice or Change in Control Purchase Notice, as the case may be, is withdrawn by
a written notice of withdrawal delivered to the Paying Agent prior to the close
of business on the Business Day prior to the Purchase Date or prior to the close
of business on the Change in Control Purchase Date, as the case may be, in
accordance with Section 3.10.

      A Holder of Securities is not entitled to any rights of a holder of Class
A Common Stock until such Holder has converted its Securities into Class A
Common Stock and, upon such conversion, only to the extent such Securities are
deemed to have been converted into Class A Common Stock pursuant to this Article
10.

      The "SECURITY TRADING PRICE" per $1,000 in principal amount of Securities
on any date of determination means the average of the secondary market bid
quotations per $1,000 in principal amount of Securities obtained by the
Conversion Agent for $5,000,000 in principal amount of Securities at
approximately 3:30 p.m., New York City time, on such determination date from
three independent nationally recognized securities dealers selected by the
Company; provided that if at least three such bids cannot reasonably be obtained
by the Conversion Agent, but two such bids are obtained, then the average of the
two bids shall be used, and if only one such bid can reasonably be obtained by
the Conversion Agent, such one bid shall be used. If the Conversion Agent cannot
reasonably obtain at least one bid for $5,000,000 in principal amount of
Securities from a nationally recognized securities dealer or, in the reasonable
judgment of the Company, the bid quotations are not indicative of the secondary
market value of the Securities, then the Security Trading Price will be
determined in good faith by the calculation agent (which shall initially be the
Trustee unless the Trustee shall have appointed a calculation agent, which may
be any investment bank with a national or international reputation with
experience in such matters, including the Initial Purchaser or its successors)
taking into account in such determination such factors as it, in its sole
discretion after consultation with the Company, deems appropriate. Other than in
connection with a determination of whether contingent interest shall be payable,
the Conversion Agent shall have no obligation to determine the Security Trading
Price unless the Company has requested such determination; and the Company shall
have no obligation to make such request unless a Holder of the Securities
provides the Company with reasonable evidence that the Security Trading Price
would be less than 95% of the product of the Closing Price per share of the
Class A Common Stock and the number of shares of Class A Common Stock issuable
upon conversion of $1,000 in principal amount of Securities (assuming
satisfaction of conditions to such conversion); at which time the Company shall
instruct the Conversion Agent to determine the Security Trading Price beginning
on the next Trading Day


                                       42
<PAGE>
and on each successive Trading Day until the Security Trading Price is greater
than or equal to 95% of the product of the Closing Price per share of Class A
Common Stock and the number of shares of Class A Common Stock issuable upon
conversion of $1,000 in principal amount of Securities (assuming satisfaction of
conditions to such conversion).

      Section 10.02. Conversion Procedure. To convert a Security, a Holder must
satisfy the requirements in paragraph 8 of the Securities and (i) complete and
manually sign the conversion notice on the back of the Security and deliver such
notice to the Conversion Agent, (ii) surrender the Security to the Conversion
Agent, (iii) furnish appropriate endorsements and transfer documents if required
by the Registrar or the Conversion Agent, (iv) pay any transfer or other tax, if
required by Section 10.04 and (v) if the Security is held in book-entry form,
complete and deliver to the Depositary appropriate instructions pursuant to the
Depositary's book-entry conversion programs. The date on which the Holder
satisfies all of the foregoing requirements is the "CONVERSION DATE". As soon as
practicable after the Conversion Date, the Company shall deliver to the Holder
through the Conversion Agent either (i) a certificate for or (ii) a book-entry
notation of the number of whole shares of Class A Common Stock issuable upon the
conversion and cash in lieu of any fractional shares pursuant to Section 10.05;
provided, however, that in the event of a Principal Value Conversion referred to
below in this Section 10.02, the Company shall deliver to the Holder through the
Conversion Agent such cash and/or Class A Common Stock as shall be specified in
the Principal Value Conversion Notice pertaining to such Principal Value
Conversion.

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

      No payment or adjustment will be made for accrued interest, if any
(including contingent interest, if any), on a converted Security or for
dividends or distributions on shares of Class A Common Stock issued upon
conversion of a Security, but if any Holder surrenders a Security for conversion
between the record date for the payment of an installment of interest and the
next interest payment date, then, notwithstanding such conversion, the interest
(including contingent interest, if any) payable on such interest payment date
shall be paid to the Holder of such Security on such record date. In such event,
such Security, when surrendered for conversion, must be accompanied by delivery
of a check payable to the Conversion Agent in an amount equal to the interest
(including contingent interest, if any) payable on such interest payment date on
the portion so converted. If such payment does not accompany such Security, the
Security shall not be converted; provided, however, that no such check shall be
required if such Security has been called for redemption on a redemption date
within the period between and including


                                       43
<PAGE>
such record date and such interest payment date, or if such Security is
surrendered for conversion on the interest payment date. If the Company defaults
in the payment of interest (including contingent interest, if any) payable on
the interest payment date, the Conversion Agent shall repay such funds to the
Holder.

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

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

      If on the date of conversion of a Security pursuant to the 95% Trading
Condition the Closing Price per share of Class A Common Stock is greater than
the Conversion Price, the Company will pay to the Holder of such Security, in
lieu of issuance of Conversion Shares based on the Conversion Price, cash or
Class A Common Stock or a combination of cash and Class A Common Stock, at the
Company's option, with a value equal to the principal amount of the Security
surrendered for conversion as of such Conversion Date (a "PRINCIPAL VALUE
CONVERSION"). The Company shall notify the surrendering Holder of any Security
whose conversion is a Principal Value Conversion and the Trustee (such notice
being a "PRINCIPAL VALUE CONVERSION NOTICE") of such Principal Value Conversion
by the second Trading Day following the Conversion Date for such conversion
whether the Company shall pay to such Holder all or a portion of the principal
amount of such Security in cash, Class A Common Stock or a combination of cash
and Class A Common Stock and, if a combination, the percentages of the principal
amount in respect of which it will pay in cash or Class A Common Stock. The
Company may not change its election with respect to the consideration (or
components or percentages of components thereof) to be paid upon a Principal
Value Conversion once the Company has given its Principal Value Conversion
Notice to the Holder surrendering such Security whose conversion is a Principal
Value Conversion. Any Class A Common Stock to be delivered upon a Principal
Value Conversion shall be valued at the greater of (x) the Conversion Price on
the Conversion Date for such conversion and (y) the Closing Price per share of
Class A Common Stock on the third Trading Day after such Conversion Date. The
Company shall pay any portion of the principal amount to be paid in cash in a
Principal Value Conversion on the third Trading Day after the Conversion Date
for such conversion. With respect to any portion of the principal amount to be
paid in Class A Common Stock in a Principal Value Conversion, the Company shall
deliver the Class A Common Stock to the Holder of the Security surrendered for
conversion in such Principal Value Conversion on the fourth Trading Day
following the Conversion Date for such conversion.

      Section 10.03. Adjustments Below Par Value. Before taking any action which
would cause an adjustment decreasing the Conversion Price so that the shares of
Class A Common Stock issuable upon conversion of the Securities would be issued
for less than the par value of such Class A Common Stock, the Company will take
all corporate action which may be necessary in order that the Company may
validly and legally issue fully paid and nonassessable shares of such Class A
Common Stock at such adjusted Conversion Price.



                                       44
<PAGE>
      Section 10.04. Taxes on Conversion. If a Holder converts a Security, the
Company shall pay any documentary, stamp or similar issue or transfer tax due on
the issue of shares of Class A Common Stock upon such conversion. However, the
Holder shall pay any such tax which is due because the Holder requests the
shares to be issued in a name other than the Holder's name. The Conversion Agent
may refuse to deliver the certificates representing the Class A Common Stock
being issued in a name other than the Holder's name until the Conversion Agent
receives a sum sufficient to pay any tax which will be due because the shares
are to be issued in a name other than the Holder's name. Nothing herein shall
preclude any tax withholding required by law or regulations.

      Section 10.05. Company to Provide Stock.

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

      No fractional shares of Class A Common Stock shall be issued upon
conversion of Securities. If more than one Security shall be surrendered for
conversion at one time by the same holder, the number of full shares which shall
be issuable upon conversion shall be computed on the basis of the aggregate
principal amount of the Securities (or specified portions thereof to the extent
permitted hereby) so surrendered. If any fractional share of Class A Common
Stock would be issuable upon the conversion of any Security or Securities, the
Company shall make an adjustment thereof in cash at the current market value
thereof. For these purposes, the current market value of a share of Class A
Common Stock shall be the Closing Price per share of Class A Common Stock on the
first Business Day immediately preceding the day on which the Securities (or
specified portions thereof) are deemed to have been converted.

      The Company covenants that all shares of Class A Common Stock delivered
upon conversion of the Securities shall be newly issued shares or treasury
shares, shall be duly authorized, validly issued, fully paid and non-assessable
and shall be free from preemptive rights and free of any lien or adverse claim.

      The Company will endeavor promptly to comply with all federal and state
securities laws regulating the offer and delivery of shares of Class A Common
Stock upon conversion of Securities, if any, and will list or cause to have
quoted such shares of Class A Common Stock on each national securities exchange
or in the over-the-counter market or such other market on which the Class A
Common Stock is then listed or quoted.

      Section 10.06. Adjustment of Conversion Price. The conversion price (the
"CONVERSION PRICE") shall be that price set forth in paragraph 8 of the form of
Security attached hereto as Exhibit A-1 and shall be adjusted from time to time
by the Company as follows:

            (a)   In case the Company shall (i) pay a dividend or other
                  distribution in shares of Class A Common Stock or other
                  Capital Stock to all holders of Common Stock, (ii) subdivide
                  its outstanding Common Stock into a greater number of shares,
                  (iii) combine its outstanding Common Stock into a smaller
                  number of shares or


                                       45
<PAGE>
                  (iv) reclassify its outstanding Common Stock, the Conversion
                  Price in effect immediately prior thereto shall be adjusted so
                  that the Holder of any Security thereafter surrendered for
                  conversion shall be entitled to receive the number of shares
                  of Capital Stock which it would have owned or have been
                  entitled to receive had such Security been converted
                  immediately prior to the happening of such event. An
                  adjustment made pursuant to this subsection (a) shall become
                  effective immediately after the record date in the case of a
                  dividend or distribution and shall become effective
                  immediately after the effective date in the case of
                  subdivision, combination or reclassification.

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

            (c)   In case the Company shall distribute to all holders of its
                  Class A Common Stock any shares of Capital Stock of the
                  Company (other than Common Stock) or evidences of its
                  indebtedness, cash, other securities or other assets, or shall
                  distribute to all holders of its Class A Common Stock, rights,
                  warrants or options to subscribe for or purchase any of its
                  securities (excluding (i) rights,


                                       46
<PAGE>
                  options and warrants referred to in Section 10.06(b) above;
                  (ii) those dividends, distributions, subdivisions and
                  combinations referred to in Section 10.06(a) above; and (iii)
                  dividends and distributions paid in cash referred to in
                  subsection (f) below), 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, the numerator of which shall be the current market
                  price per share (as defined in subsection (f) below) of the
                  Common Stock on the record date mentioned below less the fair
                  market value on such record date (as determined by the Board
                  of Directors of the Company, whose determination shall be
                  conclusive evidence of such fair market value) of the portion
                  of the Capital Stock or evidences of indebtedness, securities
                  or assets so distributed or of such rights, warrants or
                  options, in each case as applicable, to one share of Common
                  Stock, and the denominator of which shall be the current
                  market price per share (as defined in subsection (f) below) of
                  the Common Stock on such record date. Such adjustment shall
                  become effective immediately after the record date for the
                  determination of stockholders entitled to receive such
                  distribution.

            (d)   In case the Company shall, by dividend or otherwise,
                  distribute cash to all or substantially all of the holders of
                  its Class A Common Stock (an "EXTRAORDINARY CASH DIVIDEND")
                  (excluding any quarterly cash dividend or distribution on the
                  Class A Common Stock to the extent the aggregate cash
                  dividends or distributions per share of Class A Common Stock
                  in any twelve month period) does not exceed (A) on or prior to
                  June 11, 2008, $0.05 per issued and outstanding share of Class
                  A Common Stock per fiscal quarter (subject to appropriate
                  adjustment to give effect to any subdivisions, combinations,
                  stock dividends and stock splits), and (B) after June 11,
                  2008, together with any and all other cash distributions and
                  consideration payable in respect of any tender or exchange
                  offer by the Company or any of its Subsidiaries for shares of
                  Class A Common Stock made within the preceding twelve months,
                  5% of the Market Capitalization (as defined in subsection (f)
                  below) of the Company immediately prior to the date of
                  declaration of such distribution, in such case, the Conversion
                  Price shall be adjusted so that the same shall equal the price
                  determined by dividing the Conversion Price in effect
                  immediately prior to the close of business on such date of
                  declaration by a fraction,

                  (i)   the numerator of which shall be the current market price
                        per share (as defined in subsection (f) below) of the
                        Class A Common Stock on the date of declaration of such
                        distribution less the amount of cash so distributed (and
                        not excluded as provided above) applicable to one share
                        of Class A Common Stock, and

                  (ii)  the denominator of which shall be such current market
                        price per share (as defined in subsection (f) below) of
                        the Class A Common Stock,

                  such adjustment to be effective immediately prior to the
                  opening of business on the day following the date of
                  declaration of such distribution; provided,


                                       47
<PAGE>
                  however, that in the event the portion of the cash so
                  distributed applicable to one share of Class A Common Stock is
                  equal to or greater than the current market price per share
                  (as defined in subsection (f) below) of the Class A Common
                  Stock on the date of declaration of such distribution, in lieu
                  of the foregoing adjustment, adequate provision shall be made
                  so that each Holder shall have the right to receive upon
                  conversion the amount of cash such holder would have received
                  had such holder converted each Security on the date of
                  declaration of such distribution. In the event that such
                  dividend or distribution is not so paid or made, the
                  Conversion Price shall again be adjusted to be the Conversion
                  Price that would then be in effect if such dividend or
                  distribution had not been declared. If any adjustment is
                  required to be made as set forth in this Section 10.06(d) as a
                  result of a distribution that is a quarterly dividend, such
                  adjustment shall be based upon the amount by which such
                  distribution exceeds the amount of the quarterly cash dividend
                  permitted to be excluded pursuant hereto. If an adjustment is
                  required to be made as set forth in this Section 10.06(d)
                  above as a result of a distribution that is not a quarterly
                  dividend, such adjustment shall be based upon the full amount
                  of the distribution.

            (e)   In case the Company or any of its Subsidiaries shall complete
                  a repurchase (including by way of a tender offer) of shares of
                  Common Stock, and the fair market value of the sum of (i) the
                  aggregate consideration paid for such Common Stock, (ii) the
                  aggregate amount of any cash dividends paid within the twelve
                  (12) months preceding the date of purchase of such shares of
                  Common Stock in respect of which no adjustment pursuant to
                  this Section 10.06 previously has been made, and (iii) the
                  aggregate fair market value of any amounts previously paid for
                  the repurchase of Common Stock of a type described in this
                  paragraph (e) within the twelve (12) months preceding the date
                  of purchase of such shares of Common Stock in respect of which
                  no adjustment pursuant to this Section 10.06 previously has
                  been made, exceeds 5% of Market Capitalization (as defined in
                  Section 10.06(f) below) on the date of, and after giving
                  effect to, such repurchase, then 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 purchase by a fraction, the numerator of
                  which shall be the current market price per share (as defined
                  in subsection (f) below) of the Class A Common Stock on the
                  date of such repurchase, less the quotient obtained by
                  dividing the Aggregate Market Premium involved in such
                  repurchase (as defined hereinafter) by the difference between
                  the number of shares of Common Stock outstanding before such
                  repurchase and the number of shares of Common Stock the
                  subject of such repurchase, and the denominator of which shall
                  be the current market price per share (as defined in
                  subsection (f) below) of the Common Stock on the date of such
                  repurchase. Such adjustment shall become effective immediately
                  after the date of such repurchase. For purposes of this
                  subsection (e), the "AGGREGATE MARKET PREMIUM" is the excess,
                  if any, of the aggregate repurchase price paid for all such
                  Common Stock over the aggregate current market value per share
                  (as defined in subsection (f) below) of all such repurchased
                  stock, determined


                                       48
<PAGE>
                  with respect to each share involved in each such repurchase as
                  of the date of repurchase with respect to such share.

            (f)   In case someone other than the Company or one of its
                  subsidiaries makes a payment in respect of a tender offer or
                  exchange offer for shares of Class A Common Stock in which, as
                  of the closing date of the offer, the Company's board of
                  directors is not recommending rejection of the offer, the
                  Conversion Price will be adjusted as provided in subsection
                  (e) above. The adjustment referred to in this clause will only
                  be made if:

                  (i)   the tender offer or exchange offer is for an amount that
                        increases the offeror's ownership of common stock to
                        more than 25% of the total shares of the Company's
                        Common Stock outstanding; and

                  (ii)  cash and value of any other consideration included in
                        the payment per share of Common Stock exceeds the
                        current market price per share of Common Stock on the
                        next Business Day succeeding the last date on which
                        tenders or exchanges may be made pursuant to the tender
                        or exchange offer.

                  However, the adjustment referred to in this subsection (f)
            will not be made if as of the closing of the offer, the offering
            documents disclose a plan or an intention to cause the Company to
            engage in a consolidation or merger of the Company or a sale of all
            or substantially all of the Company's assets.

                  For the purpose of any computation under Section 10.06(b),
            (c), (d), and (e) above and this Section 10.06(f), the "CURRENT
            MARKET PRICE PER SHARE" of Common Stock on any date shall be deemed
            to be the average of the Closing Prices per share of Class A Common
            Stock for 20 consecutive Trading Days commencing 30 Trading Days
            before the record date with respect to any distribution, issuance or
            other event requiring such computation. The "CLOSING PRICE" with
            respect to the Class A Common Stock for any day shall mean the
            closing sale price, regular way, per share of Class A Common Stock
            on such day or, in case no such sale of Class A Common Stock takes
            place on such day, the average of the reported closing bid and asked
            prices, regular way, per share of Class A Common Stock in each case
            on the New York Stock Exchange, the Nasdaq Stock Market or principal
            national security exchange or other quotation system on which the
            Class A Common Stock is quoted or listed or admitted to trading on
            such day, or, if the Class A Common Stock is not so quoted or listed
            or admitted to trading on any national securities exchange or
            quotation system, the average of the closing bid and asked prices
            per share of Class A Common Stock on the over-the-counter market on
            the day in question as reported by the National Quotation Bureau
            Incorporated, or a similar generally accepted reporting service, or,
            if such average is not so available, determined in such manner as
            furnished by any New York Stock Exchange member firm selected from
            time to time by the Board of Directors for that purpose, or if not
            so determinable as provided under any applicable alternative above,
            a price per share of Class A Common Stock determined in good faith
            by the Board of Directors or, to the extent


                                       49
<PAGE>
            permitted by applicable law, a duly authorized committee thereof,
            whose determination shall be conclusive. "MARKET CAPITALIZATION"
            means, as of any date of calculation, the Closing Price of the Class
            A Common Stock on the Trading Day immediately prior to such date of
            calculation multiplied by the aggregate number of shares of Class A
            Common Stock and Class B Common Stock outstanding on the Trading Day
            immediately prior to such date of calculation.

            (g)   If the rights provided for in the Company's rights agreement
                  dated as of August 17, 1995, as amended, (the "STOCKHOLDER
                  RIGHTS PLAN") have separated from the Company's Class A Common
                  Stock in accordance with the provisions of the Stockholder
                  Rights Plan so that the Holders of the Securities would not be
                  entitled to receive any rights in respect of Class A Common
                  Stock issuable upon conversion of the Securities, the
                  Conversion Price will be adjusted as provided in paragraph (c)
                  above, subject to readjustment in the event of the expiration,
                  termination or redemption of the rights. In lieu of any such
                  adjustment, the Company may amend its Stockholder Rights Plan
                  to provide that upon conversion of the Securities the Holders
                  will receive, in addition to Class A Common Stock issuable
                  upon such conversion, the rights which would have attached to
                  such shares of Class A Common Stock if the rights had not
                  become separated from the Class A Common Stock under the
                  Company's Stockholder Rights Plan. To the extent that the
                  Company adopts any future rights plan, upon conversion of the
                  Securities into Class A Common Stock, Securityholders will
                  receive, in addition to Class A Common Stock, the rights under
                  the future rights plan whether or not the rights have
                  separated from the Class A Common Stock at the time of
                  conversion and no adjustment to the Conversion Price will be
                  made in accordance with paragraph (c).

      In any case in which this Section 10.06 shall require that an adjustment
be made immediately following a record date established for purposes of Section
10.06, the Company may elect to defer (but only until five Business Days
following the filing by the Company with the Trustee of the certificate
described in Section 10.06) issuing to the holder of any Security 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.

      If after an adjustment a Holder of a Security upon conversion of such
Security may receive shares of two or more classes of Capital Stock of the
Company, the Conversion Price shall thereafter be subject to adjustment upon the
occurrence of an action taken with respect to any such class of Capital Stock as
is contemplated by this Article 10 with respect to the Class A Common Stock, on
terms comparable to those applicable to Class A Common Stock in this Article 10.

      Section 10.07. No Adjustment. No adjustment in the Conversion Price shall
be required unless the adjustment would require an increase or decrease of at
least 1% in the Conversion


                                       50
<PAGE>
Price as last adjusted; provided, however, that any adjustments which by reason
of this Section 10.07 are not required to be made shall be carried forward and
taken into account in any subsequent adjustment. All calculations under this
Article 10 shall be made to the nearest cent or to the nearest one-hundredth of
a share, as the case may be.

      No adjustment need be made for a transaction referred to in Section 10.06
if Holders are to participate in the transaction on a basis and with notice that
the Board of Directors determines to be fair and appropriate in light of the
basis and notice on which holders of Class A Common Stock participate in the
transaction. Such participation by Holders may include participation upon
conversion; provided that an adjustment shall be made at such time as the
Holders are no longer entitled to participate.

      No adjustment need be made for rights to purchase Class A Common Stock or
issuances of Class A Common Stock pursuant to a Company plan for reinvestment of
dividends or interest payable on the Company's securities and the investment of
any additional optional amounts of shares of Class A Common Stock under any
Company sponsored plan.

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

      No adjustment need be made upon the issuance of any shares of Class A
Common Stock or options or rights to purchase those shares pursuant to any
present or future Company employee, director or consultant benefit plan or
program.

      No adjustment need be made upon the issuance of any shares of Class A
Common Stock pursuant to any option, warrant, right or exercisable, exchangeable
or convertible security outstanding as of the date the Securities were first
issued.

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

      Section 10.08. Equivalent Adjustments. In the event that, as a result of
an adjustment made pursuant to Section 10.06 above, the holder of any Security
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 Securities 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 Article 10.

      Section 10.09. Adjustment for Tax Purposes. The Company shall be entitled
to make such reductions in the Conversion Price, in addition to those required
by Section 10.06, as it in its discretion shall determine to be advisable in
order that any stock dividends, subdivision of shares, distribution of rights to
purchase stock or securities, or a distribution or securities convertible into
or exchangeable for stock hereafter made by the Company to its stockholders
shall not be taxable.

      Section 10.10. Notice of Adjustment. Whenever the Conversion Price is
adjusted, or Securityholders become entitled to other securities or due bills,
the Company shall promptly mail


                                       51
<PAGE>
to Securityholders a notice of the adjustment and file with the Trustee an
Officers' Certificate briefly stating the facts requiring the adjustment and the
manner of computing it. The certificate shall be conclusive evidence of the
correctness of such adjustment and the Trustee may conclusively assume that,
unless and until such certificate is received by it, no such adjustment is
required.

      Section 10.11. Notice of Certain Transactions. In case:

            (a)   the Company shall declare a dividend (or any other
                  distribution) on its Class A Common Stock (other than in cash
                  out of retained earnings); or

            (b)   the Company shall authorize the granting to the holders of its
                  Class A Common Stock of rights, warrants or options to
                  subscribe for or purchase any share of any class or any other
                  rights, warrants or options; or

            (c)   of any reclassification of the Common Stock of the Company
                  (other than a subdivision or combination of its outstanding
                  Common Stock, or a change in par value, or from par value to
                  no par value, or from no par value to par value, or a
                  conversion or reclassification of its Class B Common Stock
                  solely into Class A Common Stock), or of any consolidation,
                  merger, or share exchange to which the Company is a party and
                  for which approval of any stockholders of the Company is
                  required, or of the sale or transfer of all or substantially
                  all of the assets of the Company; or

            (d)   of the voluntary or involuntary dissolution, liquidation or
                  winding-up of the Company;

the Company shall cause to be filed with the Trustee and the Conversion Agent
and to be mailed to each Holder of Securities at its address appearing on the
list provided for in Section 2.05, as promptly as possible but in any event at
least ten days prior to the applicable date hereinafter specified, a notice
stating (x) the date on which a record is to be taken for the purpose of such
dividend, distribution or rights, warrants or options, or, if a record is not to
be taken, the date as of which the holders of Class A Common Stock of record to
be entitled to such dividend, distribution or rights are to be determined, or
(y) the date on which such reclassification, consolidation, merger, share
exchange, sale, transfer, dissolution, liquidation or winding-up is expected to
become effective or occur, and the date as of which it is expected that holders
of Class A Common Stock of record shall be entitled to exchange their Class A
Common Stock for securities or other property deliverable upon such
reclassification, consolidation, merger, share exchange, sale, transfer,
dissolution, liquidation or winding-up. Failure to give such notice, or any
defect therein, shall not affect the legality or validity of such dividend,
distribution, reclassification, consolidation, merger, sale, share exchange,
transfer, dissolution, liquidation or winding-up.

      Section 10.12. Effect of Reclassification, Consolidation, Merger, Share
Exchange or Sale on Conversion Privilege.

      If any of the following shall occur, namely: (i) any reclassification or
change of outstanding shares of Common Stock (other than a change in par value,
or from par value to no


                                       52
<PAGE>
par value, or from no par value to par value, or as a result of a subdivision or
combination, or a conversion or reclassification of its Class B Common Stock
solely into Class A Common Stock); (ii) any consolidation, combination, merger
or share exchange 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, or a conversion or reclassification of
its Class B Common Stock solely into Class A Common Stock) in, outstanding
shares of Class A Common Stock; or (iii) any sale or conveyance of all or
substantially all of the assets of the Company, 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, share
exchange, sale or conveyance, execute and deliver to the Trustee a supplemental
indenture providing that the Holder of each Security then outstanding shall have
the right to convert such Security into the kind and amount of shares of Capital
Stock and other securities and property (including cash) receivable upon such
reclassification, change, consolidation, merger, share exchange, sale or
conveyance by a holder of the number of shares of Class A Common Stock
deliverable upon conversion of such Security immediately prior to such
reclassification, change, consolidation, merger, share exchange, sale or
conveyance. Such supplemental indenture shall provide for adjustments of the
Conversion Price which shall be as nearly equivalent as may be practicable to
the adjustments of the Conversion Price provided for in this Article 10. If, in
the case of any such consolidation, merger, share exchange, 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 Capital 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, share exchange,
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 Securities as the Board of Directors of the
Company shall reasonably consider necessary by reason of the foregoing. The
provision of this Section 10.12 shall similarly apply to successive
consolidations, mergers, share exchanges, sales or conveyances. Notwithstanding
the foregoing, a distribution by the Company to all or substantially all holders
of its Class A Common Stock for which an adjustment to the Conversion Price or
provision for conversion of the Securities may be made pursuant to Section 10.06
shall not be deemed to be a sale or conveyance of all or substantially all of
the assets of the Company for purposes of this Section 10.12.

      In the event the Company shall execute a supplemental indenture pursuant
to this Section 10.12, the Company shall promptly file with the Trustee an
Opinion of Counsel stating that such supplemental indenture is authorized or
permitted by this Indenture and 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 Securities upon the
conversion of their Securities after any such reclassification, change,
consolidation, merger, share exchange, sale or conveyance, any adjustment to be
made with respect thereto and that all conditions precedent have been complied
with.

      Section 10.13. Trustee's Disclaimer.

      The Trustee has no duty to determine when an adjustment under this Article
10 should be made, how it should be made or what such adjustment should be made,
but may accept as


                                       53
<PAGE>
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 10.10. The
Trustee shall not be accountable for and makes no representation as to the
validity or value of any securities or assets issued upon conversion of
Securities, and the Trustee shall not be responsible for the Company's failure
to comply with any provisions of this Article 10. Each Conversion Agent (other
than the Company or an Affiliate of the Company) shall have the same protection
under this Section 10.13 as the Trustee.

      The Trustee shall not be under any responsibility to determine the
correctness of any provisions contained in any supplemental indenture executed
pursuant to Section 10.12, 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 10.12.

      Section 10.14. Voluntary Reduction.

      The Company from time to time may reduce the Conversion Price by any
amount for any period of time if the period is at least 20 Trading Days or such
longer period as may be required by law and if the reduction is irrevocable
during the period; provided that in no event may the Conversion Price be less
than the par value of a share of Class A Common Stock.

      Section 10.15. Simultaneous Adjustments.

      In the event that this Article 10 requires adjustments to the Conversion
Price under more than one of Sections 10.06(c), (d), (e) and (f), and the record
dates for the distributions giving rise to such adjustments shall occur on the
same date, then such adjustments shall be made by applying, first, the
provisions of Section 10.06(d), (e) or (f), as applicable, and, second, the
provisions of Section 10.06(c). If more than one event requiring adjustment
pursuant to Section 10.06 shall occur before completing the determination of the
Conversion Price for the first event requiring such adjustment, then the Board
of Directors (whose determination shall, if made in good faith, be conclusive)
shall make such adjustments to the Conversion Price (and the calculation
thereof) after giving effect to all such events as shall preserve for
Securityholders the Conversion Price protection provided in Section 10.06.

                                   ARTICLE 11
                                  Miscellaneous

      Section 11.01. Trust Indenture Act Controls.

      If any provision of this Indenture limits, qualifies, or conflicts with
another provision which is required to be included in this Indenture by the TIA,
the required provision shall control.

      Section 11.02. Notices.



                                       54
<PAGE>
      Any request, demand, authorization, notice, waiver, consent or
communication shall be in writing and delivered in person or mailed by
first-class mail, postage prepaid, addressed as follows, or transmitted by
facsimile transmission (confirmed orally) to the following facsimile numbers:

            if to the Company, to:

            Medicis Pharmaceutical Corporation
            8125 North Hayden Road
            Scottsdale, Arizona 85258-2463
            Attention: Chief Financial Officer
            Facsimile No.: (602) 808-3888

            in either case, with a copy to:

            Akin Gump Strauss Hauer & Feld LLP
            590 Madison Avenue
            New York, New York 10022
            Attention  Stephen E. Older, Esq.
            Facsimile No.: (212) 872-1002

            if to the Trustee, to:

            Deutsche Bank Trust Company Americas
            60 Wall Street, 27th Floor
            New York, NY 10005
            Attention: Corporate Trust and Agency Services
            Facsimile No.:  (212) 797-8614

      The Company or the Trustee by notice given to the other in the manner
provided above may designate additional or different addresses for subsequent
notices or communications.

      Any notice or communication given to a Securityholder shall be mailed to
the Securityholder, by first-class mail, postage prepaid, at the
Securityholder's address as it appears on the registration books of the
Registrar and shall be sufficiently given if so mailed within the time
prescribed.

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

      If the Company mails a notice or communication to the Securityholders, it
shall mail a copy to the Trustee and each Registrar, Paying Agent, Conversion
Agent or co-registrar.

      Section 11.03. Communication by Holders with Other Holders.



                                       55
<PAGE>
      Securityholders may communicate pursuant to TIA Section 312(b) with other
Securityholders with respect to their rights under this Indenture or the
Securities. The Company, the Trustee, the Registrar, the Paying Agent, the
Conversion Agent and anyone else shall have the protection of TIA Section
312(c).

      Section 11.04. Certificate and Opinion as to Conditions Precedent.

      Upon any request or application by the Company to the Trustee to take any
action under this Indenture, the Company shall furnish to the Trustee:

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

            (b)   an Opinion of Counsel stating that, in the opinion of such
                  counsel, all such conditions precedent have been complied
                  with.

      In any case where several matters are required to be certified by, or
covered by an opinion of, any specified Person, it is not necessary that all
such mattes be certified by, or covered by the opinion of, only one such Person,
or that they be so certified or covered by only one document, but one such
Person may certify or give an opinion with respect to some matters and one or
more other such eligible and qualified Persons as to other matters, and any such
Person may certify or give an opinion as to such matters in one or several
documents.

      Any certificate or opinion of an officer of the Company may be based,
insofar as it relates to legal matters, upon a certificate or opinion of, or
representations by, counsel, unless such officer knows, or in the exercise of
reasonable case should know, that the certificate or opinion or representations
with respect to the matters upon which his or her certificate or opinion is
based are erroneous. Any such certificate or opinion of counsel may be based,
insofar as it relates to factual matters, upon a certificate or opinion of, or
representations by, an officer or officers of the Company stating the
information on which counsel is relying unless such counsel knows, or in the
exercise of reasonable care should know, that the certificate or opinion or
representations with respect to such matters are erroneous.

      Where any Person is required to make, give or execute two or more
applications, requests, consents, certificates, statements, opinions or other
instruments under this Indenture, they may, but need not, be consolidated and
form one instrument.

      Section 11.05. Statements Required in Certificate or Opinion.

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

            (a)   a statement that each person making such Officers' Certificate
                  or Opinion of Counsel has read such covenant or condition;



                                       56
<PAGE>
            (b)   a brief statement as to the nature and scope of the
                  examination or investigation upon which the statements or
                  opinions contained in such Officers' Certificate or Opinion of
                  Counsel are based;

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

            (d)   a statement that, in the opinion of such person, such covenant
                  or condition has been complied with.

      Section 11.06. Separability Clause.

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

      Section 11.07. Rules by Trustee, Paying Agent, Conversion Agent and
Registrar.

      The Trustee may make reasonable rules for action by or a meeting of
Securityholders. The Registrar, the Conversion Agent and the Paying Agent may
make reasonable rules for their functions.

      Section 11.08. Legal Holidays.

      A "Legal Holiday" is any day other than a Business Day. If any specified
date (including a date for giving notice) is a Legal Holiday, the action shall
be taken on the next succeeding day that is not a Legal Holiday, and, if the
action to be taken on such date is a payment in respect of the Securities, no
interest (including contingent interest, if any) shall accrue for the
intervening period.

      Section 11.09. Governing Law.

      THIS INDENTURE AND EACH NOTE SHALL BE DEEMED TO BE A CONTRACT MADE UNDER
THE LAWS OF THE STATE OF NEW YORK, AND FOR ALL PURPOSES SHALL BE CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

      Section 11.10. No Recourse Against Others.

      A director, officer, employee or stockholder, as such, of the Company
shall not have any liability for any obligations of the Company under the
Securities or for any claim based on, in respect of or by reason of such
obligations or their creation. By accepting a Security, each Securityholder
shall waive and release all such liability. The waiver and release shall be part
of the consideration for the issue of the Securities.

      Section 11.11. Successors.



                                       57
<PAGE>
      All agreements of the Company in this Indenture and the Securities shall
bind its successor. All agreements of the Trustee in this Indenture shall bind
its successor.

      Section 11.12. Multiple Originals.

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



                                       58
<PAGE>
      IN WITNESS WHEREOF, the undersigned, being duly authorized, have
executed this Indenture on behalf of the respective parties hereto as of the
date first above written.

                                       MEDICIS PHARMACEUTICAL CORPORATION


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


                                       DEUTSCHE BANK TRUST COMPANY AMERICAS


                                       By:
                                           ----------------------------------
                                           Name:
                                           Title:
<PAGE>

                                                                     EXHIBIT A-1

                        [FORM OF FACE OF GLOBAL SECURITY]

      THIS SECURITY WAS ISSUED WITH ORIGINAL ISSUE DISCOUNT FOR U.S. FEDERAL
INCOME TAX PURPOSES. HOLDERS OF THIS SECURITY MAY OBTAIN INFORMATION REGARDING
THE ISSUE PRICE, THE ISSUE DATE, THE COMPARABLE YIELD, THE AMOUNT OF ORIGINAL
ISSUE DISCOUNT, THE YIELD TO MATURITY AND THE PROJECTED PAYMENT SCHEDULE FOR
THIS SECURITY BY SUBMITTING A WRITTEN REQUEST FOR SUCH INFORMATION TO: MEDICIS
PHARMACEUTICAL CORPORATION, 8125 NORTH HAYDEN ROAD, SCOTTSDALE, ARIZONA
85258-2463, ATTN.: VICE PRESIDENT OF FINANCE, SUCH INFORMATION TO BE MADE
AVAILABLE, BEGINNING NO LATER THAN 10 DAYS AFTER THE ISSUE DATE, PROMPTLY UPON
REQUEST.

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

      TRANSFERS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS TO
NOMINEES OF THE DEPOSITORY TRUST COMPANY, OR TO A SUCCESSOR THEREOF OR SUCH
SUCCESSOR'S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL SECURITY SHALL BE
LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN
ARTICLE TWO OF THE INDENTURE REFERRED TO ON THE REVERSE HEREOF.



                                     A-1-1
<PAGE>
                       MEDICIS PHARMACEUTICAL CORPORATION

                1.5% Contingent Convertible Senior Notes Due 2033

No.:                                          CUSIP:

Issue Date:                                   Principal Amount:

      MEDICIS PHARMACEUTICAL CORPORATION, a Delaware corporation, promises to
pay to Cede & Co. or registered assigns, the Principal Amount as set forth on
Schedule I hereto, on June 4, 2033, subject to the further provisions of this
Note set forth on the reverse hereof, which further provisions shall for all
purposes have the same effect as if set forth at this place. This Security is
convertible as specified on the other side of this Security.

      Interest Payment Dates: June 4 and December 4, commencing December 4,
2003,

      Record Dates: May 15 and November 15, commencing November 15, 2003



Dated:                                 MEDICIS PHARMACEUTICAL
                                       CORPORATION


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






                                     A-1-2
<PAGE>
                     TRUSTEE'S CERTIFICATE OF AUTHENTICATION

DEUTSCHE BANK TRUST COMPANY AMERICAS, as Trustee, certifies that this is one of
the Securities referred to in the within-mentioned Indenture.

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

Dated:



                                     A-1-3
<PAGE>
                         [FORM OF REVERSE SIDE OF NOTE]

                       MEDICIS PHARMACEUTICAL CORPORATION

                1.5% Contingent Convertible Senior Notes Due 2033

      1. Interest.

      This Security shall accrue interest at an initial rate of 1.5% per annum.
The Company promises to pay interest on the Securities in cash semiannually on
each June 4 and December 4, commencing December 4, 2003, to Holders of record on
the immediately preceding May 15 and November 15, respectively. Interest on the
Securities will accrue from and including August  , 2003, until the Principal
Amount is paid or duly made available for payment. The Company will pay interest
on any overdue Principal Amount at the interest rate borne by the Securities at
the time such interest on the overdue Principal Amount accrues, compounded
semiannually, and it shall pay interest on overdue installments of interest at
the same interest rate compounded semiannually. Interest (including contingent
interest, if any) on the Securities will be computed on the basis of a 360-day
year comprised of twelve 30-day months.

      The Company shall pay contingent interest to the Holders during any
six-month period (a "CONTINGENT INTEREST PERIOD") from June 4 to December 3 and
from December 4 to June 3, commencing June 4, 2008, if the average Security
Trading Price for the five Trading Day period ending on the third Trading Day
immediately preceding the first day of the applicable Contingent Interest Period
equals $1,200 or more. The amount of contingent interest payable per $1,000
principal amount of Notes in respect of any Contingent Interest Period shall
equal 0.5% per annum. The Company will pay contingent interest, if any, in the
same manner as it will pay interest as described above.

      2. Method of Payment.

      The Company will pay interest (including contingent interest, if any) on
this Security (except defaulted interest) to the Person who is the registered
Holder of this Security at the close of business on May 15 or November 15, as
the case may be, next preceding the related interest payment date. Subject to
the terms and conditions of the Indenture, the Company will make payments in
respect of the Redemption Price, Purchase Price, Change in Control Purchase
Price and the Principal Amount at Stated Maturity, as the case may be, to the
Holder who surrenders a Security to a Paying Agent to collect such payments in
respect of the Security. The Company will pay cash amounts in money of the
United States that at the time of payment is legal tender for payment of public
and private debts. However, the Company may pay interest (including contingent
interest, if any), the Redemption Price, Purchase Price, Change in Control
Purchase Price and the Principal Amount at Stated Maturity, as the case may be,
by check or wire payable in such money; provided, however, that a Holder holding
Securities with an aggregate Principal Amount in excess of $1,000,000 will be
paid by wire transfer in immediately available funds at the election of such
Holder. The Company may mail an interest check to the Holder's registered
address. Notwithstanding the foregoing, so long as this Security is registered
in the name of a

                                     A-1-4
<PAGE>
Depositary or its nominee, all payments hereon shall be made by wire transfer of
immediately available funds to the account of the Depositary or its nominee.

      3. Paying Agent, Conversion Agent and Registrar.

      Initially, DEUTSCHE BANK TRUST COMPANY AMERICAS (the "TRUSTEE") will act
as Paying Agent, Conversion Agent and Registrar. The Company may appoint and
change any Paying Agent, Conversion Agent or Registrar without notice, other
than notice to the Trustee; provided that the Company will maintain at least one
Paying Agent in the State of New York, City of New York, Borough of Manhattan,
which shall initially be an office or agency of The Trustee. The Company or any
of its Subsidiaries or any of their Affiliates may act as Paying Agent,
Conversion Agent or Registrar.

      4. Indenture.

      The Company issued the Securities under an Indenture dated as of August
18, 2003 (the "INDENTURE"), between the Company and the Trustee. The terms of
the Securities include those stated in the Indenture and those made part of the
Indenture by reference to the Trust Indenture Act of 1939, as in effect from
time to time (the "TIA"). Capitalized terms used herein and not defined herein
have the meanings ascribed thereto in the Indenture. The Securities are subject
to all such terms, and Securityholders are referred to the Indenture and the TIA
for a statement of those terms.

      The Securities are general unsecured obligations of the Company limited to
up to $492,000,000 in aggregate Principal Amount subject to Section 2.07 of the
Indenture. The Indenture does not limit other indebtedness of the Company,
secured or unsecured.

      5. Redemption at the Option of the Company.

      No sinking fund is provided for the Securities. The Securities are not
redeemable prior to June 11, 2008. Beginning on June 11, 2008 and during the
periods thereafter to maturity, the Securities are redeemable as a whole, or
from time to time in part, in any integral multiple of $1,000, at any time at
the option of the Company at a Redemption Price equal to 100% of the Principal
Amount), together with accrued and unpaid interest (including contingent
interest, if any) thereon, up to but not including the Redemption Date; provided
that, if the Redemption Date is on or after an interest record date but on or
prior to the related interest payment date, interest will be payable to the
Holders in whose names the Securities are registered at the close of business on
the relevant record date.

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

      Subject to the terms and conditions of the Indenture, the Company shall
become obligated to purchase, at the option of the Holder, all or any portion of
the Securities held by such Holder, in any integral multiple of $1,000, on June
4, 2008, June 4, 2013 and June 4, 2018 (each, a "PURCHASE DATE") for cash at a
purchase price per Security equal to 100% of the aggregate Principal Amount of
the Security (the "PURCHASE PRICE"), together with accrued and unpaid interest
(including contingent interest, if any) thereon, up to but not including the
Purchase Date (provided that, if the Purchase Date is on or after an interest
record date but on or

                                     A-1-5
<PAGE>
prior to the related interest payment date, accrued and unpaid interest, if any
(including contingent interest, if any), will be payable to the Holders in whose
names the Securities are registered at the close of business on the relevant
record date) upon delivery of a Purchase Notice containing the information set
forth in the Indenture, together with the Securities subject thereto, 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 the Business Day prior to such
Purchase Date, and upon delivery of the Securities to the Paying Agent by the
Holder as set forth in the Indenture.

      At the option of the Holder and subject to the terms and conditions of the
Indenture, the Company shall become obligated to purchase the Securities held by
such Holder after the occurrence of a Change in Control of the Company for a
Change in Control Purchase Price equal to 100% of the Principal Amount thereof
plus accrued and unpaid interest (including contingent interest, if any)
thereon, up to but not including the Change in Control Purchase Date which
Change in Control Purchase Price shall be paid in cash. Holders have the right
to withdraw any Purchase Notice or Change in Control Purchase Notice, as the
case may be, by delivering to the Paying Agent a written notice of withdrawal in
accordance with the provisions of the Indenture.

      If cash sufficient to pay the Purchase Price or Change in Control Purchase
Price, as the case may be, and accrued and unpaid interest (including contingent
interest, if any) of all Securities or portions thereof to be purchased as of
the Purchase Date or the Change in Control Purchase Date, as the case may be, is
deposited with the Paying Agent on the Business Day following the Purchase Date
or the Change in Control Purchase Date, interest (including contingent interest,
if any) cease to accrue on such Securities (or portions thereof) immediately
after such Purchase Date or Change in Control Purchase Date, and the Holder
thereof shall have no other rights as such other than the right to receive the
Purchase Price or Change in Control Purchase Price, as the case may be, upon
surrender of such Security.

      7. Notice of Redemption.

      Notice of redemption pursuant to paragraph 5 of this Security will be
mailed at least 30 days but not more than 60 days before the Redemption Date to
each Holder of Securities to be redeemed at the Holder's registered address. If
money sufficient to pay the Redemption Price of all Securities (or portions
thereof) to be redeemed on the Redemption Date is deposited with the Paying
Agent prior to or on the Redemption Date, immediately after such Redemption Date
interest (including contingent interest, if any) cease to accrue on such
Securities or portions thereof. Securities in denominations larger than $1,000
of Principal Amount may be redeemed in part but only in integral multiples of
$1,000 of Principal Amount.

      8. Conversion.

      Subject to the provisions of Article X of the Indenture, a Holder of a
Note may convert such Note into shares of Class A Common Stock of the Company if
any of the conditions specified in paragraphs (a) through (e) of Section 10.01
of the Indenture is satisfied; provided, however, that if such Note is called
for redemption, the conversion right will terminate at the close of business on
the second Business Day before the redemption date of such Note (unless the
Company shall default in making the redemption payment when due, in which case
the conversion right shall terminate at the close of business on the date such
Default is cured and

                                     A-1-6
<PAGE>
such Note is redeemed). The initial conversion price is $77.52 per share,
subject to adjustment under certain circumstances as described in the Indenture
(the "CONVERSION PRICE"). The number of shares issuable upon conversion of a
Note is determined by dividing the principal amount converted by the Conversion
Price in effect on the Conversion Date. In the event of a conversion of a Note
in a Principal Value Conversion the Company has the option to deliver cash
and/or Class A Common Stock to the Holder of the Note surrendered for such
conversion as provided in Section 10.02 of the Indenture. Upon conversion, no
adjustment for interest, if any (including contingent interest, if any), or
dividends will be made. No fractional shares will be issued upon conversion; in
lieu thereof, an amount will be paid in cash based upon the current market price
(as defined in the Indenture) of the Common Stock on the last Trading Day prior
to the date of conversion.

      To convert a Note, a Holder must (a) complete and sign the conversion
notice set forth below and deliver such notice to the Conversion Agent, (b)
surrender the Note to the Conversion Agent, (c) furnish appropriate endorsements
and transfer documents if required by the Registrar or the Conversion Agent, (d)
pay any transfer or similar tax, if required and (e) if the Note is held in
book-entry form, complete and deliver to the Depositary appropriate instructions
pursuant to the Depositary's book-entry conversion programs. If a Holder
surrenders a Note for conversion between the record date for the payment of an
installment of interest and the next interest payment date, the Note must be
accompanied by payment of an amount equal to the interest (including contingent
interest, if any) payable on such interest payment date on the principal amount
of the Note or portion thereof then converted; provided, however, that no such
payment shall be required if such Note has been called for redemption on a
redemption date within the period between and including such record date and
such interest payment date, or if such Note is surrendered for conversion on the
interest payment date. A Holder may convert a portion of a Note equal to $1,000
or any integral multiple thereof.

      A Note in respect of which a Holder has delivered a Purchase Notice or a
Change of Control Repurchase Notice exercising the option of such Holder to
require the Company to repurchase such Note as provided in Section 3.08 or
Section 3.09, respectively, of the Indenture may be converted only if such
notice of exercise is withdrawn as provided above and in accordance with the
terms of the Indenture.

      9. Denominations; Transfer; Exchange.

      The Securities are in fully registered form, without coupons, in
denominations of $1,000 of Principal Amount and integral multiples of $1,000. A
Holder may transfer or exchange Securities in accordance with the Indenture. The
Registrar may require a Holder, among other things, to furnish appropriate
endorsements and transfer documents and to pay any taxes and fees required by
law or permitted by the Indenture. The Registrar need not transfer or exchange
any Securities selected for redemption (except, in the case of a Security to be
redeemed in part, the portion of the Security not to be redeemed) or any
Securities in respect of which a Purchase Notice or a Change in Control Purchase
Notice has been given and not withdrawn (except, in the case of a Security to be
purchased in part, the portion of the Security not to be purchased) or any
Securities for a period of 15 days before the mailing of a notice of redemption
of Securities to be redeemed.

                                     A-1-7
<PAGE>
      10. Persons Deemed Owners.

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

      11. Unclaimed Money or Securities.

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

      12. Amendment; Waiver.

      Subject to certain exceptions set forth in the Indenture, (i) the
Indenture or the Securities may be amended with the written consent of the
Holders of at least a majority in aggregate Principal Amount of the Securities
at the time outstanding and (ii) certain Defaults may be waived with the written
consent of the Holders of a majority in aggregate Principal Amount of the
Securities at the time outstanding. Subject to certain exceptions set forth in
the Indenture, without the consent of any Securityholder, the Company and the
Trustee may amend the Indenture or the Securities (i) to cure any ambiguity,
omission, defect or inconsistency or to make any other changes that do not
adversely affect the rights of any holder, (ii) to comply with Article 5 or
Section 10.01(e) or Section 10.12 of the Indenture, (iii) to evidence and
provide for the acceptance of appointment under the Indenture by a successor
Trustee, or (iv) to comply with the provisions of the TIA, or with any
requirement of the SEC in connection with the qualification of the Indenture
under the TIA.

      13. Defaults and Remedies.

      Under the Indenture, Events of Default include, in summary form, (i)
default for 30 days in payment of any interest (including contingent interest,
if any) on any Securities after receipt by the Company of a Notice of Default;
(ii) default in payment of the Principal Amount, Redemption Price, Purchase
Price or Change in Control Purchase Price, as the case may be, in respect of the
Securities when the same becomes due and payable; (iii) failure by the Company
to comply with other agreements in the Indenture or the Securities, subject to
notice and lapse of time; (iv) default by the Company in the payment at the
final maturity thereof, after the expiration of any applicable grace period, of
principal of indebtedness for money borrowed, other than nonrecourse
indebtedness, in the principal amount then outstanding in excess of $20,000,000,
or acceleration of any indebtedness in such principal amount so that it becomes
due and payable prior to the date on which it would otherwise have become due
and payable and such acceleration is not rescinded within 15 business days after
notice to the Company in accordance with the Indenture; and (v) certain events
of bankruptcy or insolvency.

      Securityholders may not enforce the Indenture or the Securities except as
provided in the Indenture. The Trustee may refuse to enforce the Indenture or
the Securities unless it receives reasonable indemnity or security. Subject to
certain limitations, Holders of a majority in

                                     A-1-8
<PAGE>
aggregate Principal Amount of the Securities at the time outstanding may direct
the Trustee in its exercise of any trust or power. The Trustee may withhold from
Securityholders notice of any continuing Default (except a Default in payment of
amounts specified in clause (i) or (ii) above) if it determines that withholding
notice is in their interests.

      14. Trustee Dealings with the Company.

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

      15. No Recourse Against Others.

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

      16. Authentication.

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

      17. Abbreviations.

      Customary abbreviations may be used in the name of a Securityholder or an
assignee, such as TEN COM ("TENANTS IN COMMON"), TEN ENT ("TENANTS BY THE
ENTIRETIES"), JT TEN ("JOINT TENANTS WITH RIGHT OF SURVIVORSHIP AND NOT AS
TENANTS IN COMMON"), CUST ("CUSTODIAN") and U/G/M/A ("UNIFORM GIFT TO MINORS
ACT").

      18. Governing Law.

      THE LAWS OF THE STATE OF NEW YORK SHALL GOVERN THE INDENTURE AND THIS
SECURITY.

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

      Medicis Pharmaceutical Corporation
      8125 North Hayden Road
      Scottsdale, Arizona 85258-2463
      Attn.:  Chief Financial Officer



                                     A-1-9
<PAGE>
<TABLE>
<S>                                                    <C>
-------------------------------------------------------------------------------------------------------
                      ASSIGNMENT FORM                                     CONVERSION NOTICE
To assign this Security, fill in the form below:       To convert this Security into Class A Common
                                                       Stock of the Company, check the box [       ]
-------------------------------------------------------------------------------------------------------
I or we assign and transfer this Security to           To convert only part of this Security, state the
                                                       Principal Amount to be converted (which must be
-------------------------------------------------      $1,000 or an integral multiple of $1,000):
-------------------------------------------------
(Insert assignee's soc. sec. or tax ID no.)
                                                       If you want the stock certificate made out in
-------------------------------------------------      another person's name fill in the form below:
-------------------------------------------------
-------------------------------------------------
(Print or type assignee's name, address and zip
code)                                                  ------------------------------------------------
                                                       ------------------------------------------------
and irrevocably appoint                                (Insert the other person's soc. sec. tax ID no.)
____________________ agent to transfer this
Security on the books of the Company.  The agent       ------------------------------------------------
may substitute another to act for him.                 ------------------------------------------------
                                                       ------------------------------------------------
                                                       ------------------------------------------------
                                                       (Print or type other person's name, address and
                                                       zip code)
-------------------------------------------------------------------------------------------------------

Date:                                   Your Signature:
     ------------                                      -------------------------------------------
                                                       (Sign exactly as your name appears on the
                                                       other side of this Security)

Signature Guaranteed


--------------------------------------
Participant in a Recognized Signature
Guarantee Medallion Program

By:
   ------------------------
     Authorized Signatory
</TABLE>



                                     A-1-10
<PAGE>
                                   SCHEDULE I
                       MEDICIS PHARMACEUTICAL CORPORATION
                1.5% Contingent Convertible Senior Notes Due 2033


Date                            Principal Amount                        Notation




                                     A-1-11
<PAGE>
                                                                     EXHIBIT A-2

                         [Form of Certificated Security]

      THIS SECURITY WAS ISSUED WITH ORIGINAL ISSUE DISCOUNT FOR U.S. FEDERAL
INCOME TAX PURPOSES. HOLDERS OF THIS SECURITY MAY OBTAIN INFORMATION REGARDING
THE ISSUE PRICE, THE ISSUE DATE, THE COMPARABLE YIELD, THE AMOUNT OF ORIGINAL
ISSUE DISCOUNT, THE YIELD TO MATURITY AND THE PROJECTED PAYMENT SCHEDULE FOR
THIS SECURITY BY SUBMITTING A WRITTEN REQUEST FOR SUCH INFORMATION TO: MEDICIS
PHARMACEUTICAL CORPORATION, 8125 NORTH HAYDEN ROAD, SCOTTSDALE, ARIZONA
85258-2463, ATTN.: VICE PRESIDENT OF FINANCE, SUCH INFORMATION TO BE MADE
AVAILABLE, BEGINNING NO LATER THAN 10 DAYS AFTER THE ISSUE DATE, PROMPTLY UPON
REQUEST.



                                     A-2-1
<PAGE>
                       MEDICIS PHARMACEUTICAL CORPORATION

                1.5% Contingent Convertible Senior Notes Due 2033

No.:                                          CUSIP:

Issue Date:                                   Principal Amount:

      MEDICIS PHARMACEUTICAL CORPORATION, a Delaware corporation, promises to
pay to _________________________________________________________________________
________________________________________________________________________________
or registered assigns, the Principal Amount of _______________________________,
on June 4, 2033, subject to the further provisions of this Note set forth on the
reverse hereof, which further provisions shall for all purposes have the same
effect as if set forth at this place. This Security is convertible as specified
on the other side of this Security.

      Interest Payment Dates: June 4 and December 4, commencing December 4,
2003,

      Record Dates: May 15 and November 15, commencing November 15, 2003

Dated:



                                       MEDICIS PHARMACEUTICAL
                                       CORPORATION



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






                                     A-2-2
<PAGE>
                     TRUSTEE'S CERTIFICATE OF AUTHENTICATION

DEUTSCHE BANK TRUST COMPANY AMERICAS, as Trustee, certifies that this is one of
the Securities referred to in the within-mentioned Indenture.

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

Dated:



                                     A-2-3
<PAGE>
               [FORM OF REVERSE SIDE IS IDENTICAL TO EXHIBIT A-1]




                                     A-2-4
<PAGE>
                                       B-1