Exhibit 4.3

                            COX COMMUNICATIONS, INC.



                              THE BANK OF NEW YORK,



                                   as Trustee

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



                          FOURTH SUPPLEMENTAL INDENTURE



                          Dated as of February 23, 2001

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

                            Supplemental to Indenture

                            Dated as of June 27, 1995

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

                 Creating a series of Debt Securities designated

                        Convertible Senior Notes due 2021




<PAGE>



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

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

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

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

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

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



<PAGE>




                                   ARTICLE 1

             DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION

SECTION 101       Definitions.
-----------------------------

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

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

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

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

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

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

                  "cash" means U.S. legal tender.

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

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

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

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

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

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

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

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

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

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

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

                  "DTC" means The Depository Trust Company.

                  "Euroclear" means the Euroclear System.

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

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

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

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

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

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

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

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

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

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

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

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

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

                  "Issue Date" means February 23, 2001.

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

                  "Legend" has the meaning specified in Section 206(b).

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

                  "Rights" has the meaning specified in Section 319.

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

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

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

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

                  "SEC" means the Securities and Exchange Commission.

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

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

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

                  "Supplemental Indenture" means this Fourth Supplemental
Indenture.

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

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

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

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

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

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

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

                                       6
<PAGE>

                                   ARTICLE 2

                                    THE NOTES

                   SECTION  201 Title of the  Notes.  The Debt  Securities shall
be known  and  designated  as the  "Convertible  Senior  Notes  due 2021" of the
Company.
                   SECTION 202 Amount.  The  aggregate  Principal  Amount  at
Maturity  of  Notes  that  may  be   authenticated   and  delivered  under  this
Supplemental   Indenture   is   limited  to   $793,000,000,   except  for  Notes
authenticated  and delivered upon  registration of transfer of, or exchange for,
or in lieu of, other Notes pursuant to Section 2.07, 2.08, 2.09, 3.06 or 9.04 of
the Indenture, upon repayment in part of any Note pursuant to Article III of the
Indenture,  and upon surrender in part of any Note for  conversion  into Class A
Common  Stock  pursuant  to the  terms  of  the  Notes  and  Article  3 of  this
Supplemental Indenture.

                  SECTION  203 Stated Maturity. The Stated Maturity of the Notes
shall be February 23, 2021.

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

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

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

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

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

                                       7
<PAGE>

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

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

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

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

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

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

                  TRANSFERS  OF  THIS  GLOBAL   SECURITY  SHALL  BE  LIMITED  TO
                  TRANSFERS,  IN  WHOLE  BUT NOT IN  PART,  TO  NOMINEES  OF THE
                                       8
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                  DEPOSITORY  TRUST  COMPANY OR TO A  SUCCESSOR  THEREOF OR SUCH
                  SUCCESSOR'S  NOMINEE AND  TRANSFERS OF PORTIONS OF THIS GLOBAL
                  SECURITY SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH
                  THE  RESTRICTIONS  SET  FORTH  IN  ARTICLE  TWO OF THE  FOURTH
                  SUPPLEMENTAL INDENTURE REFERRED TO ON THE REVERSE HEREOF."

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

                  (c)  Restrictive  Legends.  Until  the  Resale  Restriction
Termination  Date,  all Global  Notes and all  Certificated  Notes  shall bear a
legend in substantially the following form:

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

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

                  BY ITS ACQUISITION HEREOF OR OF A BENEFICIAL  INTEREST HEREIN,
                  THE HOLDER  AGREES TO OFFER,  SELL OR OTHERWISE  TRANSFER THIS
                  SECURITY OR ANY BENEFICIAL  INTEREST  HEREIN PRIOR TO THE DATE
                                       9
<PAGE>

                  (THE  "RESALE  RESTRICTION  TERMINATION  DATE"),  WHICH IS TWO
                  YEARS  AFTER THE LATER OF THE  ORIGINAL  ISSUE DATE HEREOF AND
                  THE LAST DATE ON WHICH THE  COMPANY  OR ANY  AFFILIATE  OF THE
                  COMPANY  WAS THE  OWNER  OF THIS  SECURITY  OR ANY  BENEFICIAL
                  INTEREST HEREIN (OR ANY PREDECESSOR  SECURITY) ONLY (A) TO THE
                  COMPANY  OR ANY  SUBSIDIARY  THEREOF,  (B)  FOR SO LONG AS THE
                  SECURITIES ARE ELIGIBLE FOR RESALE PURSUANT TO RULE 144A, TO A
                  PERSON IT  REASONABLY  BELIEVES IS A "QUALIFIED  INSTITUTIONAL
                  BUYER" AS DEFINED IN RULE 144A UNDER THE  SECURITIES  ACT THAT
                  PURCHASES  FOR  ITS  OWN  ACCOUNT  OR  FOR  THE  ACCOUNT  OF A
                  "QUALIFIED  INSTITUTIONAL BUYER" TO WHICH NOTICE IS GIVEN THAT
                  THE TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (C) TO AN
                  INSTITUTIONAL  "ACCREDITED  INVESTOR"  WITHIN  THE  MEANING OF
                  SUBPARAGRAPH  (A)(1),  (2),  (3) OR (7) OF RULE 501  UNDER THE
                  SECURITIES  ACT THAT IS  ACQUIRING  THE  SECURITY  FOR ITS OWN
                  ACCOUNT,   OR  FOR  THE  ACCOUNT  OF  SUCH  AN   INSTITUTIONAL
                  "ACCREDITED  INVESTOR," FOR INVESTMENT PURPOSES AND NOT WITH A
                  VIEW  TO,  OR FOR  OFFER  OR  SALE  IN  CONNECTION  WITH,  ANY
                  DISTRIBUTION  IN VIOLATION OF THE SECURITIES ACT, (D) PURSUANT
                  TO A REGISTRATION  STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE
                  UNDER THE  SECURITIES  ACT,  (E) OUTSIDE THE UNITED  STATES TO
                  NON-U.S. PERSONS IN AN OFFSHORE TRANSACTION IN ACCORDANCE WITH
                  RULE 903 OR 904 OF REGULATION S UNDER THE  SECURITIES  ACT, OR
                  (F)  PURSUANT  TO  ANY  OTHER  AVAILABLE  EXEMPTION  FROM  THE
                  REGISTRATION  REQUIREMENTS  OF THE SECURITIES  ACT,  INCLUDING
                  UNDER RULE 144, IF AVAILABLE, SUBJECT TO THE COMPANY'S AND THE
                  TRUSTEE'S  RIGHT  PRIOR TO ANY SUCH  OFFER,  SALE OR  TRANSFER
                  PURSUANT TO CLAUSE (C),  (E) OR (F) TO REQUIRE THE DELIVERY OF
                  AN OPINION OF COUNSEL,  CERTIFICATION AND/OR OTHER INFORMATION
                  SATISFACTORY  TO EACH OF  THEM,  AND IN EACH OF THE  FOREGOING
                  CASES,  A CERTIFICATE OF TRANSFER IN THE FORM APPEARING ON THE
                  OTHER SIDE OF THIS  SECURITY IS COMPLETED AND DELIVERED BY THE
                  TRANSFEROR  TO THE  TRUSTEE.  THIS LEGEND WILL BE REMOVED UPON
                                       10
<PAGE>

                  THE  REQUEST  OF  THE  HOLDER  AFTER  THE  RESALE  RESTRICTION
                  TERMINATION  DATE.  IN ANY CASE,  THE HOLDER  HEREOF WILL NOT,
                  DIRECTLY OR  INDIRECTLY,  ENGAGE IN ANY  HEDGING  TRANSACTIONS
                  WITH  REGARD TO THIS  SECURITY OR ANY SHARES OF CLASS A COMMON
                  STOCK  ISSUABLE UPON  CONVERSION  OF THIS  SECURITY  EXCEPT AS
                  PERMITTED BY THE SECURITIES ACT.

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

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

                           THE  HOLDER  OF  THIS  SECURITY,  BY  ITS  ACCEPTANCE
                  HEREOF,  AGREES  TO OFFER,  SELL OR  OTHERWISE  TRANSFER  SUCH
                  SECURITY   PRIOR  TO  THE  DATE   (THE   "RESALE   RESTRICTION
                  TERMINATION  DATE")  WHICH IS TWO YEARS AFTER THE LATER OF THE
                  ORIGINAL ISSUE DATE OF THE NOTE UPON  CONVERSION OF WHICH THIS
                  SECURITY  WAS  ISSUED  BY  COX   COMMUNICATIONS,   INC.   (THE
                  "COMPANY")  AND THE LAST  DATE ON  WHICH  THE  COMPANY  OR ANY
                  AFFILIATE  OF THE  COMPANY  WAS THE OWNER OF SUCH  NOTE,  THIS
                  SECURITY OR ANY BENEFICIAL  INTEREST THEREIN OR HEREIN (OR ANY
                  PREDECESSOR OF SUCH SECURITIES) ONLY (A) TO THE COMPANY OR ANY
                  SUBSIDIARY  THEREOF,  (B) FOR SO LONG AS THE SHARES OF CLASS A
                  COMMON  STOCK  OF  THE  COMPANY   ("CLASS  A  COMMON   STOCK")
                  REPRESENTED BY THIS SECURITY ARE ELIGIBLE FOR RESALE  PURSUANT
                  TO  RULE  144A,  TO  A  PERSON  IT  REASONABLY  BELIEVES  IS A
                  "QUALIFIED  INSTITUTIONAL BUYER" AS DEFINED IN RULE 144A UNDER
                  THE  SECURITIES  ACT THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR
                  THE  ACCOUNT  OF A  "QUALIFIED  INSTITUTIONAL  BUYER" TO WHICH
                  NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON
                  RULE 144A,  (C) IF SUCH HOLDER IS A  "QUALIFIED  INSTITUTIONAL
                  BUYER" OR AN  INSTITUTIONAL  "ACCREDITED  INVESTOR" WITHIN THE
                  MEANING OF  SUBPARAGRAPH  (A)(1),  (2), (3) OR (7) OF RULE 501
                  UNDER THE SECURITIES ACT, TO SUCH AN INSTITUTIONAL "ACCREDITED
                  INVESTOR"  THAT IS ACQUIRING THE SECURITY FOR ITS OWN ACCOUNT,
                                       11
<PAGE>

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

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

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

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

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

                                       12
<PAGE>

                   (c)  If  Notes are issued upon  the   transfer,  exchange  or
replacement of Notes subject to restrictions on transfer and bearing the legends
set forth on the forms of Note  attached  hereto as Exhibits A-1 and A-2 setting
forth such restrictions (collectively, the "Legend"), or if a request is made to
remove the Legend on a Note,  the Notes so issued shall bear the Legend,  or the
Legend  shall not be removed,  as the case may be,  unless there is delivered to
the Company and the Registrar such satisfactory evidence, which shall include an
Opinion  of  Counsel,  as may be  reasonably  required  by the  Company  and the
Registrar,  that neither the Legend nor the  restrictions  on transfer set forth
therein are required to ensure that transfers thereof comply with the provisions
of Rule 144A,  Rule 144 or  Regulation S under the  Securities  Act or that such
Notes are not  "restricted"  within the meaning of Rule 144 under the Securities
Act. Upon provision of such satisfactory  evidence,  the Trustee, at the written
direction of the Company,  shall  authenticate  and deliver a Note that does not
bear the Legend.  If the Legend is removed  from the face of a Note and the Note
is  subsequently  held by an  Affiliate  of the  Company,  the  Legend  shall be
reinstated.

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

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

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

               (ii)  Restrictions  on  Transfer  of a  Beneficial  Interest in a
          Global Note for a Certificated Note. A beneficial interest in a Global
          Note  may  not  be  exchanged  for a  Certificated  Note  except  upon
          satisfaction of the requirements set forth below.  Upon receipt by the
          Trustee of a request for transfer of a beneficial interest in a Global
          Note in accordance with Applicable  Procedures for a Certificated Note
          in the form satisfactory to the Trustee, together with:

                                       13
<PAGE>

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

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

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

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

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

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

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

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

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

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

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

                                       14
<PAGE>

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

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

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

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

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

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

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

                (b)  Subject  to the succeeding  paragraph,  every Note shall be
          subject  to the  restrictions  on  transfer  provided  in  the  Legend
          including  the  delivery  of an Opinion of  Counsel,  if so  provided.
          Whenever  any  Restricted   Note  is  presented  or  surrendered   for
          registration  of transfer or for exchange for a Note  registered  in a
          name other than that of the Holder, such Note must be accompanied by a
          certificate in substantially  the form set forth in Exhibit B-1, dated
          the date of such  surrender  and signed by the Holder of such Note, as
          to compliance with such restrictions on transfer.  The Registrar shall
          not be  required  to  accept  for such  registration  of  transfer  or
          exchange  any  Note  not  so  accompanied  by  a  properly   completed
          certificate.

                                       15
<PAGE>

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

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

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

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

                                       16
<PAGE>

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

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

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

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

                                   ARTICLE 3

                                   CONVERSION

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

                                       17
<PAGE>

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

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

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

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

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

                                       18
<PAGE>

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

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

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

                    SECTION  302  Conversion  Procedure.  To  convert a Note,  a
Holder must satisfy the  requirements set forth in paragraph 8 of the Notes. The
date on which the Holder satisfies all those requirements is the conversion date
(the  "Conversion  Date").  The Conversion Agent shall notify the Company of the
Conversion  Date within one  Business  Day of the  Conversion  Date.  Within two
Business Days  following the  Conversion  Date, the Company shall deliver to the
Holder,  through the Conversion Agent, written notice of whether such Note shall
be  converted  into shares of Class A Common  Stock or paid in cash,  unless the
Company shall have delivered such notice previously  pursuant to Section 3.04 of
the  Indenture.  If the Company  shall have notified the Holder that all of such
Note shall be converted  into shares of Class A Common Stock,  the Company shall
deliver to the Holder through the Conversion  Agent,  as promptly as practicable
but in any event no later than the fifth  Business Day following the date of the
Company's  notice of its  election to deliver  shares of Class A Common  Stock a
certificate  for the number of full shares of Class A Common Stock issuable upon
the conversion and cash in lieu of any fractional share  determined  pursuant to
Section  303  hereof.  Except as  provided  in the last  sentence  in the second
paragraph of Section 301 hereof,  if the Company  shall have notified the Holder
that all or a portion  of such Note  shall be paid in cash,  the  Company  shall
deliver to the Holder  surrendering  such Note the amount of cash  payable  with
respect  to such  Note no later  than the  tenth  Business  Day  following  such
Conversion  Date,  together with a certificate  for the number of full shares of
Class A  Common  Stock  issuable  upon  the  conversion  and cash in lieu of any
fractional share determined  pursuant to Section 303 hereof.  Except as provided
in the last sentence in the second paragraph of Section 301 hereof,  the Company
may not change its election  with respect to the  consideration  to be delivered
upon conversion of a Note once the Company has notified the Holder in accordance

                                       19
<PAGE>

with  this  paragraph.  If  shares  of Class A Common  Stock  are  delivered  as
consideration,  then the Person in whose name the certificate  representing such
shares is registered  shall be treated as a  stockholder  of record on and after
the Conversion Date; provided,  however, that no surrender of a Note on any date
when the stock  transfer books of the Company shall be closed shall be effective
to  constitute  the Person or Persons  entitled to receive the shares of Class A
Common Stock upon such conversion as the record holder or holders of such shares
of Class A Common Stock on such date, but such  surrender  shall be effective to
constitute  the Person or Persons  entitled  to receive  such  shares of Class A
Common  Stock as the record  holder or holders  thereof for all  purposes at the
close of business on the next  succeeding day on which such stock transfer books
are open; such conversion  shall be at the Conversion Rate in effect on the date
that such Note  shall  have been  surrendered  for  conversion,  as if the stock
transfer  books of the Company had not been closed.  Upon  conversion of a Note,
such  Person  shall no longer  be a Holder  of such Note and such Note  shall be
cancelled and no longer Outstanding.

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

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

                  Notes surrendered for conversion by a Holder during the period
from the close of business on any Regular Record Date to the opening of business
on the next  Interest  Payment  Date,  except for Notes to be redeemed on a date
within this period or on the next Interest  Payment Date, must be accompanied by
payment of an amount equal to the interest  that the Holder is to receive on the

                                       20
<PAGE>

Notes  surrendered for conversion.  Except where Notes  surrendered for exchange
must be  accompanied  by payment as  described  above,  the Company will not pay
interest on any Interest Payment Date subsequent to the Conversion Date.

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

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

               SECTION 304 Taxes on Conversion.  If a Holder converts a Note and
the Company  elects to deliver  shares of Class A Common Stock upon  conversion,
the Company will pay any and all documentary, stamp or similar issue or transfer
tax due on the  issue of  shares of Class A Common  Stock  upon the  conversion.
However,  the  Holder  shall pay any such tax which is due  because  the  Holder
requests  the shares to be issued in a name other than the  Holder's  name.  The
Conversion Agent may refuse to deliver the certificates representing the Class A
Common Stock until the Conversion Agent receives a sum that the Company deems to
be sufficient to pay any tax which will be due.  Nothing  herein shall  preclude
any tax withholding required by law or regulations.

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

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

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

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

                                       21
<PAGE>

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

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

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

then the  conversion  privilege and the  Conversion  Rate in effect  immediately
prior to such action  shall be adjusted so that the Holder of a Note  thereafter
converted may receive the number of shares of Capital Stock of the Company which
such Holder would have owned  immediately  following  such action if such Holder
had  converted  the Note  for  Class A Common  Stock  immediately  prior to such
action.
                  The adjustment  shall become effective  immediately  after the
record date in the case of a dividend or distribution and immediately  after the
effective date in the case of a subdivision, combination or reclassification.

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

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

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

                  where:

                  R' = the adjusted Conversion Rate.

                  R = the current Conversion Rate.

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

                                       22
<PAGE>

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

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

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

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

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

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

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

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

                  SECTION 308 Adjustment for Other Distributions. (a) If, after
the Issue Date of the Notes, the Company distributes to all holders of its Class
A Common Stock any of its assets  excluding  distributions  of Capital  Stock or
equity  interests  referred  to in Section  308(b),  or debt  securities  or any
rights,  warrants or options to purchase  securities  of the Company  (including
securities or cash, but excluding (x) distributions of Capital Stock referred to
in Section 306 and  distributions of rights,  warrants or options referred to in
Section 307 and (y) cash dividends or other cash distributions that are paid out
of  consolidated  current net  earnings or earnings  retained in the business as
shown on the books of the  Company  unless  such cash  dividends  or other  cash
distributions  are  Extraordinary  Cash  Dividends) the Conversion Rate shall be
adjusted,  subject to the provisions of Section  308(c),  in accordance with the
formula:

                                 23
<PAGE>

                                   R' = R x M
                                        -----
                                        M - F

where:

                  R' = the adjusted Conversion Rate.

                  R = the current Conversion Rate.

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

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

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

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

                  For purposes of this Section 308(a),  the term  "Extraordinary
Cash  Dividend"  shall mean any cash dividend with respect to the Class A Common
Stock the amount of which,  together with the aggregate amount of cash dividends
on the  Class A  Common  Stock to be  aggregated  with  such  cash  dividend  in
accordance  with  the  provisions  of this  paragraph,  equals  or  exceeds  the
threshold  percentage  set forth in item (i)  below.  For  purposes  of item (i)
below, the  "Measurement  Period" with respect to a cash dividend on the Class A
Common Stock shall mean the 365  consecutive day period ending on the date prior
to the  Ex-Dividend  Time with respect to such cash dividend,  and the "Relevant
Cash  Dividends"  with  respect to a cash  dividend on the Class A Common  Stock
shall mean the cash dividends on the Class A Common Stock with Ex-Dividend Times
occurring in the Measurement Period.

                                       24
<PAGE>

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

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

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

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

where:

                  R' = the adjusted Conversion Rate.

                  R = the current Conversion Rate.

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

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

                                       25
<PAGE>

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

                  (c) In  the  event that, with  respect to any  distribution to
which Section 308(a) would otherwise  apply,  the difference "M-F" as defined in
the formula set forth in Section 308(a) is less than $1.00 or "F" is equal to or
greater than "M", then the  adjustment  provided by Section  308(a) shall not be
made and in lieu  thereof  the  provisions  of Section  314 shall  apply to such
distribution.
                  SECTION 309 When Adjustment May Be Deferred. No adjustment in
the Conversion Rate need be made unless the adjustment would require an increase
or decrease of at least 1% in the Conversion  Rate. Any adjustments that are not
made  shall  be  carried  forward  and  taken  into  account  in any  subsequent
adjustment.

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

                  SECTION 310 When No Adjustment  Required.  No adjustment  need
be made  for a  transaction  referred  to in  Section  306,  307,  308 or 314 if
Noteholders  are to  participate  in the  transaction on a basis and with notice
that the Board of Directors  determines to be fair and  appropriate  in light of
the basis and notice on which holders of Class A Common Stock participate in the
transaction.  Such  participation by Noteholders may include  participation upon
conversion  provided  that an  adjustment  shall  be  made  at such  time as the
Noteholders are no longer entitled to participate.

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

                                       26
<PAGE>

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

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

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

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

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

SECTION 313       Notice of Certain Transactions.  If:

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

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

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

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

                                       28
<PAGE>

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

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

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

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

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

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

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

                                       28
<PAGE>

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

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

                                   ARTICLE 4

                          SPECIAL TAX EVENT CONVERSION

                    SECTION 401 Optional  Conversion to Semi-Annual  Coupon Note
upon Tax  Event.  From and after (i) the date of the  occurrence  of a Tax Event
(the "Tax Event  Date") and (ii) the date the Company  exercises  its option set
forth in this Section 401,  whichever is later (the "Option Exercise Date"),  at
the option of the Company,  interest in lieu of future  Original  Issue Discount
and  regular  cash  interest  shall  accrue  at the rate of 2.25% per annum on a
restated  principal amount per $1,000 original Principal Amount at Maturity (the
"Restated  Principal  Amount")  equal to the Issue  Price  plus  Original  Issue
Discount accrued to the Option Exercise Date and shall be payable  semi-annually
on each  Interest  Payment Date to Holders of record at the close of business on
the Regular  Record Date  immediately  preceding  such  Interest  Payment  Date.
Interest  will be computed on the basis of a 360-day  year  comprised  of twelve
30-day  months and will accrue from the most recent date on which  interest  (in
lieu of Original  Issue Discount and regular cash interest) has been paid or, if
no interest (in lieu of Original  Issue  Discount and regular cash interest) has
been paid, from the Option Exercise Date.  Within 15 days of the occurrence of a
Tax  Event,  the  Company  shall  deliver a written  notice of such Tax Event by
facsimile  and  first-class  mail  to the  Trustee,  and  within  15 days of its

                                       29
<PAGE>

exercise of such  option,  the  Company  shall  deliver a written  notice of the
Option  Exercise  Date by facsimile and  first-class  mail to the Trustee and by
first-class mail to the Holders of the Notes. From and after the Option Exercise
Date, (i) the Company shall be obligated to pay at Stated  Maturity,  in lieu of
the  Principal  Amount at  Maturity of a Note,  the  Restated  Principal  Amount
thereof plus accrued and unpaid  interest,  if any, on such Note and (ii) "Issue
Price and accrued  Original  Issue  Discount,"  "Issue Price plus Original Issue
Discount" or similar words, as used herein, shall mean Restated Principal Amount
plus accrued and unpaid interest with respect to any Note.  Notes  authenticated
and delivered  after the Option  Exercise Date may, and shall if required by the
Trustee,  bear a notation in a form approved by the Trustee as to the conversion
of the Notes to semi-annual  coupon Notes. No other changes to this Supplemental
Indenture  or the  Original  Indenture  shall  result as a result of the  events
described in this Section 401.

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

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

                    (b)  Except  as  otherwise  specified  with  respect  to the
Notes,  any cash  interest on any Note that is payable on any  Interest  Payment
Date, but is not  punctually  paid or duly provided for within 30 days following
such Interest Payment Date (herein called "Defaulted Interest," which term shall
include  any  accrued and unpaid  interest  that has  accrued on such  defaulted
amount in accordance  with the terms of the Notes),  shall forthwith cease to be
payable to the registered  Holder thereof on the relevant Regular Record Date by
virtue of having been such Holder,  and such  Defaulted  Interest may be paid by
the  Company,  at its  election  in each case,  as provided in clause (1) or (2)
below:

                                       30
<PAGE>

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

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

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


                                   ARTICLE 5

                         AMENDMENT OF CERTAIN PROVISIONS
                            OF THE ORIGINAL INDENTURE

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

                                       31
<PAGE>

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

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

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

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

                                  "ARTICLE III

                       Redemption and Repurchases of Notes

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

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

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

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

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

                                       32
<PAGE>

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

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

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

                  (1)      the Redemption Date;

                  (2)      the Redemption Price and the Conversion Rate;

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

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

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

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

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

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

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

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

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

                                       33
<PAGE>

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

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

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

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

                  SECTION 3.08 Conversion Arrangement on Call for Redemption. In
connection  with any  redemption  of Notes,  the  Company  may  arrange  for the
purchase and  conversion of any Notes called for redemption by an agreement with
one or more  investment  banks or other  purchasers  to  purchase  such Notes by
paying to the  Trustee in trust for the  Holders of Notes,  on or prior to 11:00
a.m. (New York City time) on the Redemption Date, an amount that,  together with
any amounts deposited with the Trustee by the Company for the redemption of such
Notes,  is not less than the  Redemption  Price of such  Notes.  Notwithstanding
anything to the  contrary  contained in this  Article 3, the  obligation  of the
Company  to pay the  Redemption  Price  of such  Notes  shall  be  deemed  to be
satisfied  and  discharged  to  the  extent  such  amount  is so  paid  by  such
purchasers. If such an agreement is entered into, any Notes not duly surrendered
for  conversion  by the Holders  thereof may, at the option of the  Company,  be
deemed, to the fullest extent permitted by law, acquired by such purchasers from
such Holders and (notwithstanding  anything to the contrary contained in Article
3 of the Supplemental  Indenture) surrendered by such purchasers for conversion,
all as of  immediately  prior to the close of business on the Business Day prior
to the Redemption Date, subject to payment of the above amount as aforesaid. The
Trustee  shall  hold  and  pay to the  Holders  whose  Notes  are  selected  for

                                       34
<PAGE>

redemption  any such amount paid to it for purchase and  conversion  in the same
manner as it would moneys deposited with it by the Company for the redemption of
Notes.  Without the Trustee's prior written consent,  no arrangement between the
Company and such  purchasers  for the purchase and conversion of any Notes shall
increase or  otherwise  affect any of the powers,  duties,  responsibilities  or
obligations  of the  Trustee  as set forth in this  Indenture,  and the  Company
agrees to indemnify the Trustee from,  and hold it harmless  against,  any loss,
liability or expense arising out of or in connection  with any such  arrangement
for the  purchase  and  conversion  of any Notes  between  the  Company and such
purchasers,  including  the costs and  expenses  incurred  by the Trustee in the
defense  of any claim or  liability  arising  out of or in  connection  with the
exercise  or  performance  of any of its  powers,  duties,  responsibilities  or
obligations under this Indenture.

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

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

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

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

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

                    (D) in the event the  Company  elects,  pursuant  to Section
               3.09(b), to pay the Purchase Price to be paid as of such Purchase
               Date,  in whole or in part, in shares of Class A Common Stock but
               such portion of the Purchase Price shall ultimately be payable to
               such Holder  entirely in cash  because any of the  conditions  to
               payment  of the  Purchase  Price in  Class A Common  Stock is not
               satisfied  prior to the close of business on such Purchase  Date,
               as set forth in Section  3.09(d),  whether such Holder elects (i)
               to withdraw such  Purchase  Notice as to some or all of the Notes
               to which such  Purchase  Notice  relates  (stating the  Principal
               Amount at  Maturity  and  certificate  numbers of the Notes as to
               which such withdrawal  shall relate),  or (ii) to receive cash in
               respect of the entire  Purchase  Price for all Notes (or portions
               thereof) to which such Purchase Notice relates; and

                                       35
<PAGE>

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

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

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

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

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

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

                  (b)  Company's  Right to Elect  Manner of Payment of  Purchase
Price.  The Notes to be  purchased  pursuant to Section  3.09(a) on February 23,
2002 shall be paid for in cash only,  but the Notes to be purchased on the other
six Purchase  Dates may be paid for, at the election of the Company,  in cash or
in Class A Common Stock valued at the Market  Price,  or in any  combination  of
cash and Class A Common Stock,  subject to the  conditions set forth in Sections
3.09(c) and (d). The Company shall designate,  in the Company's Notice delivered
pursuant to Section  3.09(e),  whether the Company  will  purchase the Notes for
cash or Class A Common Stock, or, if a combination  thereof,  the percentages or
amounts of the  Purchase  Price of Notes in respect of which it will pay in cash
or Class A Common Stock; provided that the Company shall pay cash for fractional
shares of Class A Common  Stock.  For purposes of  determining  the existence of
potential  fractional  shares, all Notes subject to purchase by the Company held
by  a  Holder  shall  be  considered  together  (no  matter  how  many  separate
certificates  are to be  presented).  Each  Holder  whose  Notes  are  purchased
pursuant to this Section 3.09 shall receive the same percentage of cash or Class
A Common  Stock in payment of the Purchase  Price for such Notes,  except (i) as
provided  in  Section  3.09(d)  with  regard to the  payment  of cash in lieu of

                                       36
<PAGE>

fractional shares of Class A Common Stock and (ii) in the event that the Company
is unable to purchase  the Notes of a Holder or Holders for Class A Common Stock
because any  necessary  qualifications  or  registrations  of the Class A Common
Stock under applicable state or foreign securities laws cannot be obtained,  the
Company may purchase  the Notes of such Holder or Holders for cash.  The Company
may not change its election with respect to the  consideration (or components or
percentages  of  components  thereof)  to be paid once the Company has given the
Company  Notice to  Noteholders  except  pursuant  to this  Section  3.09(b)  or
pursuant to Section  3.09(d) in the event of a failure to satisfy,  prior to the
close of business on the  Purchase  Date,  any  condition  to the payment of the
Purchase Price, in whole or in part, in Class A Common Stock.

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

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

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

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

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

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

                  (d)  Payment  by  Issuance  of Class A Common  Stock.  On each
Purchase  Date other than the  initial  one, at the option of the  Company,  the
Purchase  Price of Notes in  respect  of which a  Purchase  Notice  pursuant  to
Section 3.09(a) has been given, or a specified  percentage thereof,  may be paid
by the  Company by the  issuance  of a number of shares of Class A Common  Stock
equal to the  quotient  obtained by dividing (i) the amount of cash to which the
Noteholders  would have been entitled had the Company elected to pay all or such
specified percentage, as the case may be, of the Purchase Price of such Notes in
cash by (ii) the Market Price of a share of Class A Common Stock, subject to the
next succeeding paragraph.

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

                                       37
<PAGE>

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

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

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

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

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

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

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

                  Such Officers'  Certificate shall also set forth the number of
shares of Class A Common Stock to be issued for each $1,000  Principal Amount at
Maturity of Notes and the Sale Price of a share of Class A Common  Stock on each
trading day during the period during which the Market Price is  calculated.  The
Company may pay the  Purchase  Price (or any portion  thereof) in Class A Common
Stock  only if the  information  necessary  to  calculate  the  Market  Price is
published  in a  daily  newspaper  of  national  circulation.  If the  foregoing
conditions  are not  satisfied  with respect to a Holder or Holders prior to the
close of business on the  Purchase  Date and the Company has elected to purchase

                                       38
<PAGE>

the Notes  pursuant to this Section 3.09 through the issuance of shares of Class
A Common Stock,  the Company shall pay the entire Purchase Price of the Notes of
such  Holder  or  Holders  in  cash.  The  Company  may not  change  the form or
components or  percentages  of components  of  consideration  to be paid for the
Notes once the Company Notice has been given to the Holders, except as described
in the preceding sentence.

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

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

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

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

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

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

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

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

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

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

                                       39
<PAGE>

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

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

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

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

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

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

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

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

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

                  (f)  Covenants  of the  Company.  All shares of Class A Common
Stock  delivered  upon  purchase  of the Notes shall be newly  issued  shares or
treasury  shares,  shall be duly  authorized,  validly  issued,  fully  paid and
nonassessable,  and shall be free from preemptive rights and free of any lien or
adverse claim within the meaning of the Uniform Commercial Code.

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

                  (g) Procedure  upon  Purchase.  The Company shall deposit cash
(in  respect  of a  cash  purchase  under  Section  3.09(c)  or  for  fractional
interests,  as applicable)  or shares of Class A Common Stock,  or a combination
thereof,  as  applicable,  at the time and in the manner as  provided in Section

                                       40
<PAGE>

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

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

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

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

                  (i) any person (for purposes of this Section 3.10 only, as the
         term  "person" is used in Section  13(d)(3) or Section  14(d)(2) of the
         Exchange  Act),  including its Affiliates  and  Associates,  other than
         Permitted  Holders,  files  a  Schedule  13D  or TO (or  any  successor
         schedule,  form or report under the Exchange Act)  disclosing that such
         person has become the beneficial owner (as the term "beneficial  owner"
         is  defined  under  Rule  13d-3  or any  successor  rule or  regulation
         promulgated  under the Exchange Act) of 50% or more of the total voting
         power in the  aggregate of all classes of Capital  Stock of the Company
         then outstanding  normally  entitled to vote in elections of directors;
         or

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

                                       41
<PAGE>

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

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

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

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

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

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

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

                  (3)      the Fundamental Change Repurchase Date;

                  (4)      the Fundamental Change Repurchase Price;

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

                                       42
<PAGE>

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

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

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

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

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

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

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

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

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

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

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

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

                                       43
<PAGE>

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

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

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

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

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

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

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

                  The Company  shall not be required to comply with this Section
3.10 if a third  party  mails a  written  notice  of  Fundamental  Change in the
manner,  at the time and  otherwise  in  compliance  with this  Section 3.10 and
repurchases all Notes for which a Fundamental  Change Repurchase Notice shall be
delivered and not withdrawn.

                  SECTION 3.11. Effect of Purchase Notice or Fundamental  Change
Repurchase  Notice.  Upon receipt by the Paying Agent of the Purchase  Notice or
Fundamental  Change  Repurchase  Notice  specified in Section 3.09(a) or Section
3.10(c),  as applicable,  the Holder of a Note in respect of which such Purchase
Notice or Fundamental  Change  Repurchase  Notice, as the case may be, was given
shall (unless such Purchase Notice or Fundamental  Change  Repurchase  Notice is
withdrawn as specified in the fourth and fifth  paragraphs of this Section 3.11)
thereafter  be  entitled to receive  solely the  Purchase  Price or  Fundamental
Change  Repurchase  Price,  as the case may be, with respect to such Note.  Such
Purchase  Price or  Fundamental  Change  Repurchase  Price shall be paid to such

                                       44
<PAGE>

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

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

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

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

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

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

                                       45
<PAGE>

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

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

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

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

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

                                       46
<PAGE>

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

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

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

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

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

                                       47
<PAGE>

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

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

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

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

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

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

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

                                   "ARTICLE VI

                              DEFAULTS AND REMEDIES

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

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

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

                                       48
<PAGE>

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

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

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

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

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

                  (A)      commences a voluntary case or proceeding;

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

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

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

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

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

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

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

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

                                       49
<PAGE>

                  (C)      orders the winding up or liquidation of the Company;

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

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

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

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

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

                  SECTION 6.02. Acceleration. If an Event of Default (other than
an  Event  of  Default  specified  in  Section  6.01(g)  or (h))  occurs  and is
continuing, the Trustee by Notice to the Company, or the Holders of at least 25%
in aggregate  Principal  Amount at Maturity of the Notes at the time outstanding
by written  notice to the Company and the  Trustee,  may declare the Issue Price
plus accrued  Original  Issue  Discount and any accrued and unpaid cash interest
(or if the Notes have been converted to semiannual  coupon Notes following a Tax
Event, the Restated Principal Amount,  plus accrued and unpaid interest) through
the date of declaration (in the case of an Event of Default specified in Section
6.01(a)  through (f)) on all the Notes to be immediately  due and payable.  Upon
such a  declaration,  such Issue Price plus accrued  Original Issue Discount and
any accrued and unpaid cash  interest  (or, if the Notes have been  converted to
semiannual  coupon Notes following a Tax Event, the Restated  Principal  Amount,
plus accrued and unpaid  interest) shall be due and payable  immediately.  If an
Event of Default  specified in Section  6.01(g) or (h) occurs and is continuing,
the Issue Price plus accrued  Original Issue Discount and any accrued and unpaid
cash interest (or, if the Notes have been  converted to semiannual  coupon Notes
following a Tax Event, the Restated  Principal  Amount,  plus accrued and unpaid
interest)  on all the Notes  shall  become and be  immediately  due and  payable
without  any  declaration  or  other  act on the  part  of  the  Trustee  or any
Noteholders. The Holders of a majority in aggregate Principal Amount at Maturity
of the Notes at the time  outstanding,  by notice to the  Trustee  (and  without
notice to any other Noteholder) may rescind an acceleration and its consequences
if the  rescission  would not  conflict  with any  judgment or decree and if all
existing  Events of Default have been cured or waived  except  nonpayment of the
Issue Price plus accrued Original Issue Discount and any accrued and unpaid cash
interest  (or,  if the Notes have been  converted  to  semiannual  coupon  Notes
following a Tax Event, the Restated  Principal  Amount,  plus accrued and unpaid
interest)  that have  become due solely as a result of  acceleration  and if all
amounts due to the Trustee under Section 7.06 have been paid. No such rescission
shall affect any subsequent Default or impair any right consequent thereto.

                                       50
<PAGE>

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

                  The Trustee may maintain a proceeding even if the Trustee does
not  possess  any of the  Notes  or does  not  produce  any of the  Notes in the
proceeding.  A delay or omission by the Trustee or any  Noteholder in exercising
any right or remedy accruing upon an Event of Default shall not impair the right
or remedy or constitute a waiver of, or  acquiescence  in, the Event of Default.
No  remedy  is  exclusive  of any  other  remedy.  All  available  remedies  are
cumulative to the extent permitted by law.

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

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

                  SECTION 6.06.  Limitation on Suits.  A Noteholder may not
     pursue  any  remedy  with  respect  to  this  Indenture,  the  Supplemental
     Indenture or the Notes unless:
                  (1)      the Holder gives to the Trustee written notice
     stating that an Event of Default is continuing;

                                       51
<PAGE>

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

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

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

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

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

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

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

                  SECTION 6.09. Trustee May File Proofs of Claim. In case of the
pendency   of   any   receivership,    insolvency,   liquidation,    bankruptcy,
reorganization,   arrangement,   adjustment,   composition   or  other  judicial
proceeding  relative to the Company or any other  obligor  upon the Notes or the
property of the Company or of such other obligor or their creditors, the Trustee
(irrespective  of whether the  Principal  Amount at  Maturity,  Issue Price plus
accrued Original Issue Discount,  Redemption Price, Purchase Price,  Fundamental
Change  Repurchase  Price or any accrued and unpaid  cash  interest  (or, if the
Notes have been converted to semiannual  coupon notes following a Tax Event, the
Restated  Principal Amount,  plus accrued and unpaid interest) in respect of the
Notes shall then be due and payable as therein  expressed or by  declaration  or
otherwise and  irrespective of whether the Trustee shall have made any demand on
the Company for the payment of any such amount) shall be entitled and empowered,
by intervention in such proceeding or otherwise,

                                       52
<PAGE>

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

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

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

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

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

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

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

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

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

                  SECTION  6.11.  Undertaking  for  Costs.  In any  suit for the
enforcement  of any right or remedy  under this  Indenture  or the  Supplemental
Indenture  or in any suit against the Trustee for any action taken or omitted by
it as  Trustee,  a court in its  discretion  may require the filing by any party

                                       53
<PAGE>

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

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

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

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

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

     (l)  Section 8.03 of the Original  Indenture is hereby amended by replacing
the phrase therein "payment of or on account of the principal of and premium, if
any, and (subject to Section 2.03) interest on" with "payments in respect of."
(m) Section 8.04 of the Original  Indenture is hereby  amended by replacing  the
words therein "principal amount" with "Principal Amount at Maturity."

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

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

                                       54
<PAGE>

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

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

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

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

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

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

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

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

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

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

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

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

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

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

                                       55
<PAGE>

                                   "ARTICLE XI

                             DISCHARGE OF INDENTURE

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

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

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

                    SECTION 502 Interpretation of Original Indenture.  Except as
otherwise specifically provided in this Supplemental Indenture,  whenever in the
Original  Indenture  there is  mentioned,  in any context,  the  principal of or
principal amount of any Debt Security of any series or a percentage in principal
amount of the Outstanding  Debt Securities of any series,  such mention shall be
deemed to be, solely with respect to the Notes, the Principal Amount at Maturity
of the Notes or a percentage  of the aggregate  Principal  Amount at Maturity of
the Notes at the time Outstanding. ARTICLE 6

                               Additional Covenant

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

                                       56
<PAGE>

                                   ARTICLE 7

                            MISCELLANEOUS PROVISIONS

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

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

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

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


                                       57

<PAGE>


                                   EXHIBIT A-1

                           [FORM OF FACE OF SECURITY]


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

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

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

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

                                     A-1-1
<PAGE>

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

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

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

                                     A-1-2
<PAGE>



                            COX COMMUNICATIONS, INC.

                        Convertible Senior Notes due 2021


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

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

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

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

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

                                     A-1-3

<PAGE>





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

                                                        COX COMMUNICATIONS, INC.


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








                     TRUSTEE'S CERTIFICATE OF AUTHENTICATION

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

Dated:                                                  THE BANK OF NEW YORK,
                                                            as Trustee



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



                                     A-1-4

<PAGE>




                             [REVERSE SIDE OF NOTE]
                        Convertible Senior Notes Due 2021



1.       Cash Interest; Original Issue Discount.

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

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

2.       Method of Payment.

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

3.       Paying Agent, Conversion Agent and Registrar.

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

4.       Indenture.

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

                                     A-1-5
<PAGE>

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

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

5.       Redemption at the Option of the Company.

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

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

<TABLE>

<S>                 <C>                 <C>                 <C>                 <C>                 <C>

                                                    (1)
                                          ----------------------             (2)                       (3)
                                                   Note                Accrued Original         Redemption Price
            Redemption Date                     Issue Price             Issue Discount              (1) + (2)

February 26, 2003....................             $695.03                   $24.83                   $719.86
February 23, 2004....................             $695.03                   $37.52                   $732.55
February 23, 2005....................             $695.03                   $50.59                   $745.62
February 23, 2006....................             $695.03                   $63.96                   $758.99
February 23, 2007....................             $695.03                   $77.64                   $772.67
February 23, 2008....................             $695.03                   $91.62                   $786.65
February 23, 2009....................             $695.03                  $105.92                   $800.95
February 23, 2010....................             $695.03                  $120.54                   $815.57
February 23, 2011....................             $695.03                  $135.50                   $830.53
February 23, 2012....................             $695.03                  $150.79                   $845.82
February 23, 2013....................             $695.03                  $166.43                   $861.46
February 23, 2014....................             $695.03                  $182.42                   $877.45
February 23, 2015....................             $695.03                  $198.77                   $893.80
February 23, 2016....................             $695.03                  $215.50                   $910.53
February 23, 2017....................             $695.03                  $232.60                   $927.63
February 23, 2018....................             $695.03                  $250.09                   $945.12
February 23, 2019....................             $695.03                  $267.98                   $963.01
February 23, 2020....................             $695.03                  $286.27                   $981.30
At Stated Maturity...................             $695.03                  $304.97                 $1,000.00

                                     A-1-6
</TABLE>
<PAGE>

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

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

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

            Purchase Date                         Purchase Price
            -------------                         --------------
          February 23, 2002                          $707.26
          February 23, 2003                          $719.76
          February 23, 2004                          $732.55
          February 23, 2005                          $745.62
          February 23, 2006                          $758.99
          February 23, 2011                          $830.53
          February 23, 2016                          $910.53


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

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

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

                                     A-1-7
<PAGE>

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

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

7.       Notice of Redemption.

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

8.       Conversion.

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

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

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

                                     A-1-8
<PAGE>

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

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

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

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

                                     A-1-9
<PAGE>

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

9.       Conversion Arrangement on Call for Redemption.

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

10.      Tax Event.

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

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

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

11.      Denominations; Transfer; Exchange.

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

                                     A-1-10
<PAGE>

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

12.      Persons Deemed Owners.

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

13.      Unclaimed Money or Securities.

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

14.      Amendment; Waiver.

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

15.      Defaults and Remedies.

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

                                     A-1-11
<PAGE>

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

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

16.      Trustee Dealings with the Company.

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

17.      No Recourse Against Others.

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

18.      Authentication.

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

                                     A-1-12
<PAGE>

19.      Abbreviations.

         Customary  abbreviations  may be used in the name of a Noteholder or an
assignee,  such as TEN COM  (=tenants  in  common),  TEN  ENT  (=tenants  by the
entireties),  JT TEN  (=joint  tenants  with  right of  survivorship  and not as
tenants in common),  CUST  (=custodian),  and U/G/M/A  (=Uniform  Gift to Minors
Act).

20.      GOVERNING LAW.

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

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

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



                                     A-1-13

<PAGE>



                                 ASSIGNMENT FORM

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

         I or we assign and transfer this Note to:


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

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

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

         Signature Guarantee:________________________________



                            FORM OF CONVERSION NOTICE

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

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

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

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

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

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

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

                                     A-1-14
<PAGE>

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

                    2.   The undersigned certifies that either:

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

                                                         OR

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

                                                         OR

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

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

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

                                     A-1-15
<PAGE>

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


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

         Signature Guarantee:________________________________

                                     A-1-16

<PAGE>





                                   EXHIBIT A-2

                           [FORM OF FACE OF SECURITY]

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

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

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

         BY ITS  ACQUISITION  HEREOF OR OF A  BENEFICIAL  INTEREST  HEREIN,  THE
HOLDER  AGREES  TO  OFFER,  SELL OR  OTHERWISE  TRANSFER  THIS  SECURITY  OR ANY
BENEFICIAL   INTEREST  HEREIN  PRIOR  TO  THE  DATE  (THE  "RESALE   RESTRICTION
TERMINATION  DATE"),  WHICH IS TWO YEARS AFTER THE LATER OF THE  ORIGINAL  ISSUE
DATE  HEREOF  AND THE LAST DATE ON WHICH THE  COMPANY  OR ANY  AFFILIATE  OF THE
COMPANY WAS THE OWNER OF THIS SECURITY OR ANY BENEFICIAL INTEREST HEREIN (OR ANY
PREDECESSOR SECURITY) ONLY (A) TO THE COMPANY OR ANY SUBSIDIARY THEREOF, (B) FOR
SO LONG AS THE  SECURITIES  ARE ELIGIBLE FOR RESALE  PURSUANT TO RULE 144A, TO A
PERSON IT REASONABLY BELIEVES IS A "QUALIFIED INSTITUTIONAL BUYER" AS DEFINED IN
RULE 144A UNDER THE SECURITIES ACT THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE
ACCOUNT OF A "QUALIFIED  INSTITUTIONAL  BUYER" TO WHICH NOTICE IS GIVEN THAT THE
TRANSFER  IS  BEING  MADE IN  RELIANCE  ON RULE  144A,  (C) TO AN  INSTITUTIONAL
"ACCREDITED INVESTOR" WITHIN THE MEANING OF SUBPARAGRAPH (A)(1), (2), (3) OR (7)
OF RULE 501 UNDER THE  SECURITIES ACT THAT IS ACQUIRING THE SECURITY FOR ITS OWN
ACCOUNT, OR FOR THE ACCOUNT OF SUCH AN INSTITUTIONAL  "ACCREDITED INVESTOR," FOR
INVESTMENT  PURPOSES AND NOT WITH A VIEW TO, OR FOR OFFER OR SALE IN  CONNECTION

                                     A-2-1
<PAGE>

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

                                     A-2-2

<PAGE>



                            COX COMMUNICATIONS, INC.

                        Convertible Senior Notes due 2021


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

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

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

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

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

                                     A-2-3

<PAGE>





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

                                                        COX COMMUNICATIONS, INC.


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








                     TRUSTEE'S CERTIFICATE OF AUTHENTICATION

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

Dated:                                                 THE BANK OF NEW YORK,
                                                                as Trustee



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



                                     A-2-4

<PAGE>




                             [REVERSE SIDE OF NOTE]
                        Convertible Senior Notes Due 2021



1.       Cash Interest; Original Issue Discount.

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

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

2.       Method of Payment.

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

3.       Paying Agent, Conversion Agent and Registrar.

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

4.       Indenture.

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

                                     A-2-5
<PAGE>

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

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

5.       Redemption at the Option of the Company.

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

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

<TABLE>
<S>                 <C>                  <C>                <C>                 <C>                 <C>

                                                    (1)
                                          ----------------------             (2)                       (3)
                                                   Note                Accrued Original         Redemption Price
            Redemption Date                     Issue Price             Issue Discount              (1) + (2)

February 26, 2003....................             $695.03                   $24.83                   $719.86
February 23, 2004....................             $695.03                   $37.52                   $732.55
February 23, 2005....................             $695.03                   $50.59                   $745.62
February 23, 2006....................             $695.03                   $63.96                   $758.99
February 23, 2007....................             $695.03                   $77.64                   $772.67
February 23, 2008....................             $695.03                   $91.62                   $786.65
February 23, 2009....................             $695.03                  $105.92                   $800.95
February 23, 2010....................             $695.03                  $120.54                   $815.57
February 23, 2011....................             $695.03                  $135.50                   $830.53
February 23, 2012....................             $695.03                  $150.79                   $845.82
February 23, 2013....................             $695.03                  $166.43                   $861.46
February 23, 2014....................             $695.03                  $182.42                   $877.45
February 23, 2015....................             $695.03                  $198.77                   $893.80
February 23, 2016....................             $695.03                  $215.50                   $910.53
February 23, 2017....................             $695.03                  $232.60                   $927.63
February 23, 2018....................             $695.03                  $250.09                   $945.12
February 23, 2019....................             $695.03                  $267.98                   $963.01
February 23, 2020....................             $695.03                  $286.27                   $981.30
At Stated Maturity...................             $695.03                  $304.97                 $1,000.00

                                     A-2-6
</TABLE>
<PAGE>

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

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

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

            Purchase Date                         Purchase Price
            -------------                         --------------
          February 23, 2002                          $707.26
          February 23, 2003                          $719.76
          February 23, 2004                          $732.55
          February 23, 2005                          $745.62
          February 23, 2006                          $758.99
          February 23, 2011                          $830.53
          February 23, 2016                          $910.53


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

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

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

                                     A-2-7
<PAGE>

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

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

7.       Notice of Redemption.

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

8.       Conversion.

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

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

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

                                     A-2-8
<PAGE>

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

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

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

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

                                     A-2-9
<PAGE>

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

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

9.       Conversion Arrangement on Call for Redemption.

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

10.      Tax Event.

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

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

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

11.      Denominations; Transfer; Exchange.

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

                                     A-2-10
<PAGE>

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

12.      Persons Deemed Owners.

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

13.      Unclaimed Money or Securities.

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

14.      Amendment; Waiver.

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

15.      Defaults and Remedies.

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

                                     A-2-11
<PAGE>

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

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

16.      Trustee Dealings with the Company.

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

17.      No Recourse Against Others.

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

18.      Authentication.

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

                                     A-2-12
<PAGE>

19.      Abbreviations.

         Customary  abbreviations  may be used in the name of a Noteholder or an
assignee,  such as TEN COM  (=tenants  in  common),  TEN  ENT  (=tenants  by the
entireties),  JT TEN  (=joint  tenants  with  right of  survivorship  and not as
tenants in common),  CUST  (=custodian),  and U/G/M/A  (=Uniform  Gift to Minors
Act).

20.      GOVERNING LAW.

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

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

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


                                     A-2-13


<PAGE>



                                 ASSIGNMENT FORM

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

         I or we assign and transfer this Note to:


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

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

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

         Signature Guarantee:________________________________



                                                 FORM OF CONVERSION NOTICE

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

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

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

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

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

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

                  1. The  undersigned  understands and  acknowledges  (or if the
undersigned  is acting  for the  account  of  another  person,  such  person has
confirmed to the undersigned  that it  acknowledges)  that the shares of Class A
Common Stock issuable upon exchange of the Notes have not been registered  under
the Securities Act of 1933 (the "Act") or any other  applicable  securities law,

                                     A-2-14
<PAGE>

are being offered for resale in transactions  not requiring  registration  under
the Act  and,  unless  so  registered,  may not be  offered,  sold or  otherwise
transferred  except in compliance with the registration  requirements of the Act
or any other applicable securities law, pursuant to an exemption therefrom or in
a  transaction  not  subject  thereto  and in each case in  compliance  with the
conditions for transfer set forth in paragraph (3) below.

               2.   The undersigned certifies that either:

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

                                                         OR

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

                                                         OR

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

                                                         OR

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

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

                                     A-2-15
<PAGE>

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


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

         Signature Guarantee:________________________________



                                     A-2-16


<PAGE>




                                   EXHIBIT B-1
                              Transfer Certificate

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

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

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

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

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

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

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

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

     [    ] The transferee is an Affiliate of the Company.


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

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


                                     B-1-1
<PAGE>





                                   EXHIBIT B-2

             Form of Letter to be Delivered by Accredited Investors

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

Attention:  Treasurer

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

Attention:    Corporate Trust Office

Dear Sirs:

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

         We hereby confirm that:

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

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

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

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

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

                                     B-2-1
<PAGE>

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

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

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

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

                                     B-2-2
<PAGE>

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

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

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




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


                                               (Name of Purchaser)

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


                                      B-2-3