8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549

FORM 8–K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15 (d) OF THE
SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of Earliest Event Reported): June 4, 2002

Medicis Pharmaceutical Corporation
(Exact Name of Registrant as Specified in Charter)

Delaware	0-18443	52-1574808
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

8125 North Hayden Road Scottsdale, Arizona	85258-2463
(Address of Principal Executive Offices)	(Zip Code)
Registrant’s telephone number, including area code	(602) 808-8800

TABLE OF CONTENTS

	Item 5. Other Events.
	Item 7. Financial Statements and Exhibits.
SIGNATURES
EXHIBIT INDEX
EX-4.1
EX-4.2
EX-99.1

Item 5. Other Events.

         On June 4, 2002, we consummated the sale of $350 million in aggregate principal amount of our 2.5% Contingent Convertible Senior Notes Due 2032 (the “Notes”) in a private placement pursuant to Rule 144A promulgated under the Securities Act of 1933, as amended. The Notes were issued under an indenture, dated as of June 4, 2002, between our company and Deutsche Bank Trust Company Americas, as trustee. The Notes are convertible into shares of our Class A common stock under certain circumstances at a price of $58.10. Deutsche Bank Securities Inc., the initial purchaser of the Notes, will have the option to purchase up to an additional $50 million in aggregate principal amount of the Notes.

         We expect to use the net proceeds from the offering of the Notes:

• to fund the purchase of up to $142.5 million of our Class A common stock, in connection with short sales of our common stock by purchasers of the Notes,

• for future acquisitions of businesses, products and technologies, and

• for general corporate purposes.

         Pursuant to a Registration Rights Agreement dated as of June 4, 2002, we have agreed to file a shelf registration statement with the Securities and Exchange Commission, with respect to resales of the Notes and our Class A Common stock issuable upon conversion of the Notes, no later than August 19, 2002.

Item 7. Financial Statements and Exhibits.

Exhibits

4.1	Indenture, dated as of June 4, 2002, by and between Medicis Pharmaceutical Corporation, as issuer, and Deutsche Bank Trust Company Americas, as trustee.
4.2	Registration Rights Agreement, dated as of June 4, 2002, by and between Medicis Pharmaceutical Corporation and Deutsche Bank Securities Inc.
99.1	Copy of press release, dated June 4, 2002, issued by Medicis Pharmaceutical Corporation.

SIGNATURES

         Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned hereunto duly authorized.

	MEDICIS PHARMACEUTICAL CORPORATION (Registrant)
Date: June 5, 2002		/s/ Mark S. Prygocki
	Name: Title:	Mark A. Prygocki, Sr. Executive Vice President, Chief Financial Officer, Corporate Secretary and Treasurer

EXHIBIT INDEX

EXHIBIT
NUMBER	DESCRIPTION
4.1	Indenture, dated as of June 4, 2002, by and between Medicis Pharmaceutical Corporation, as issuer, and Deutsche Bank Trust Company Americas, as trustee.
4.2	Registration Rights Agreement, dated as of June 4, 2002, by and between Medicis Pharmaceutical Corporation and Deutsche Bank Securities Inc.
99.1	Copy of press release, dated June 4, 2002, issued by Medicis Pharmaceutical Corporation.

EX-4.1 3 p66689exv4w1.txt EX-4.1 MEDICIS PHARMACEUTICAL CORPORATION 2.5% Contingent Convertible Senior Notes Due 2032 --------------------------------------- INDENTURE Dated as of June 4, 2002 --------------------------------------- Deutsche Bank Trust Company Americas TRUSTEE CROSS-REFERENCE TABLE*

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

N.A. means not applicable. *This Cross-Reference Table is not part of the Indenture. i Table of Contents

Page ---- ARTICLE 1 DEFINITIONS AND INCORPORATION BY REFERENCE Section 1.01. Definitions. ...................................................... 1 Section 1.02. Other Definitions. ................................................ 5 Section 1.03. Incorporation by Reference of Trust Indenture Act ................. 5 Section 1.04. Rules of Construction ............................................. 6 Section 1.05. Acts of Holders ................................................... 6 ARTICLE 2 THE SECURITIES Section 2.01. Form and Dating ................................................... 7 Section 2.02. Execution and Authentication ...................................... 9 Section 2.03. Registrar, Paying Agent and Conversion Agent ...................... 9 Section 2.04. Paying Agent to Hold Money in Trust ............................... 10 Section 2.05. Securityholder Lists .............................................. 10 Section 2.06. Transfer and Exchange ............................................. 10 Section 2.07. Replacement Securities ............................................ 12 Section 2.08. Outstanding Securities; Determinations of Holders' Action ......... 12 Section 2.09. Temporary Securities .............................................. 13 Section 2.10. Cancellation ...................................................... 13 Section 2.11. Persons Deemed Owners ............................................. 14 Section 2.12. Global Securities ................................................. 14 Section 2.13. CUSIP Numbers ..................................................... 16 ARTICLE 3 REDEMPTION AND PURCHASES Section 3.01. Right To Redeem; Notices To Trustee ............................... 16 Section 3.02. Selection of Securities to Be Redeemed ............................ 17 Section 3.03. Notice of Redemption .............................................. 17 Section 3.04. Effect of Notice of Redemption .................................... 18 Section 3.05. Deposit of Redemption Price ....................................... 18 Section 3.06. Securities Redeemed in Part ....................................... 18 Section 3.07. Reserved. ......................................................... 18 Section 3.08. Purchase of Securities at Option of the Holder .................... 18 Section 3.09. Purchase of Securities at Option of the Holder upon Change in Control ........................................................... 21 Section 3.10. Effect of Purchase Notice or Change in Control Purchase Notice .... 24 Section 3.11. Deposit of Purchase Price or Change in Control Purchase Price ..... 25 Section 3.12. Securities Purchased in Part ...................................... 25

ii Section 3.13. Covenant to Comply with Securities Laws upon Purchase of Securities 25 Section 3.14. Repayment to the Company .......................................... 25 ARTICLE 4 COVENANTS Section 4.01. Payment of Securities ............................................. 26 Section 4.02. Sec and Other Reports ............................................. 26 Section 4.03. Compliance Certificate ............................................ 26 Section 4.04. Further Instruments and Acts ...................................... 27 Section 4.05. Maintenance of Office or Agency ................................... 27 Section 4.06. Delivery of Certain Information ................................... 27 Section 4.07. Tax Treatment of Securities ....................................... 27 Section 4.08. Liquidated Damages ................................................ 28 ARTICLE 5 SUCCESSOR CORPORATION Section 5.01. When the Company May Merge or Transfer Assets ..................... 28 ARTICLE 6 DEFAULTS AND REMEDIES Section 6.01. Events of Default ................................................. 29 Section 6.02. Defaults and Remedies ............................................. 30 Section 6.03. Other Remedies .................................................... 31 Section 6.04. Waiver of Past Defaults ........................................... 31 Section 6.05. Control by Majority ............................................... 31 Section 6.06. Limitation on Suits ............................................... 31 Section 6.07. Rights of Holders to Receive Payment .............................. 32 Section 6.08. Collection Suit by Trustee ........................................ 32 Section 6.09. Trustee May File Proofs of Claim .................................. 32 Section 6.10. Priorities ........................................................ 33 Section 6.11. Priorities ........................................................ 33 Section 6.12. Waiver of Stay, Extension or Usury Laws ........................... 34 ARTICLE 7 TRUSTEE Section 7.01. Duties of Trustee ................................................. 34 Section 7.02. Rights of Trustee ................................................. 35 Section 7.03. Individual Rights of Trustee ...................................... 37 Section 7.04. Trustee's Disclaimer .............................................. 37 Section 7.05. Notice of Defaults ................................................ 37 Section 7.06. Reports by Trustee to Holders ..................................... 37 Section 7.07. Compensation and Indemnity ........................................ 38 Section 7.08. Replacement of Trustee ............................................ 38 iii Section 7.09. Successor Trustee by Merger ....................................... 39 Section 7.10. Eligibility; Disqualification ..................................... 39 Section 7.11. Preferential Collection of Claims Against Company ................. 40 ARTICLE 8 DISCHARGE OF INDENTURE Section 8.01. Discharge of Liability on Securities .............................. 40 Section 8.02. Repayment to the Company .......................................... 40 ARTICLE 9 AMENDMENTS Section 9.01. Without Consent of Holders ........................................ 40 Section 9.02. With Consent of Holders ........................................... 41 Section 9.03. Compliance with Trust Indenture Act ............................... 42 Section 9.04. Revocation and Effect of Consents ................................. 42 Section 9.05. Notation on or Exchange of Securities ............................. 42 Section 9.06. Trustee to Sign Supplemental Indentures ........................... 42 Section 9.07. Effect of Supplemental Indentures ................................. 42 ARTICLE 10 CONVERSIONS Section 10.01. Conversion Privilege ............................................. 43 Section 10.02. Conversion Procedure ............................................. 45 Section 10.03. Adjustments Below Par Value ...................................... 47 Section 10.04. Taxes on Conversion .............................................. 47 Section 10.05. Company to Provide Stock ......................................... 47 Section 10.06. Adjustment of Conversion Price ................................... 48 Section 10.07. No Adjustment .................................................... 53 Section 10.08. Equivalent Adjustments ........................................... 53 Section 10.09. Adjustment for Tax Purposes ...................................... 53 Section 10.10. Notice of Adjustment ............................................. 54 Section 10.11. Notice of Certain Transactions ................................... 54 Section 10.12. Effect of Reclassification, Consolidation, Merger, Share Exchange or Sale on Conversion Privilege.......................... 55 Section 10.13. Trustee's Disclaimer. ............................................ 56 Section 10.14. Voluntary Reduction. ............................................. 56 Section 10.15. Simultaneous Adjustments.......................................... 56 ARTICLE 11 MISCELLANEOUS Section 11.01. Trust Indenture Act Controls ..................................... 56 Section 11.02. Notices .......................................................... 57 Section 11.03. Communication by Holders with Other Holders ...................... 58 Section 11.04. Certificate and Opinion as to Conditions Precedent................ 58 iv Section 11.05. Statements Required in Certificate or Opinion..................... 58 Section 11.06. Separability Clause .............................................. 59 Section 11.07. Rules by Trustee, Paying Agent, Conversion Agent and Registrar.... 59 Section 11.08. Legal Holidays ................................................... 59 Section 11.09. Governing Law .................................................... 59 Section 11.10. No Recourse Against Others ....................................... 59 Section 11.11. Successors ....................................................... 59 Section 11.12. Multiple Originals ............................................... 60 Exhibit A-1 - Form of Global Security Exhibit A-2 - Form of Certificated Security Exhibit B - Transfer Certificate v INDENTURE dated as of June 4, 2002 between MEDICIS PHARMACEUTICAL CORPORATION, a Delaware corporation (the "COMPANY"), and Deutsche Bank Trust Company Americas, a New York banking corporation duly organized and existing under the laws of the State of New York (the "TRUSTEE"). Each party agrees as follows for the benefit of the other party and for the equal and ratable benefit of the Holders of the Company's 2.5% Contingent Convertible Senior Notes Due 2032 ("NOTES"): Article 1 DEFINITIONS AND INCORPORATION BY REFERENCE Section 1.01 . Definitions. "144A GLOBAL SECURITY" means a permanent Global Security in the form of the Security attached hereto as Exhibit A-1 that is deposited with and registered in the name of the Depositary, representing Securities sold in reliance on Rule 144A under the Securities Act. "AFFILIATE" of any specified person means any other person directly or indirectly controlling or controlled by or under direct or indirect common control with such specified person. For the purposes of this definition, "CONTROL" when used with respect to any specified person means the power to direct or cause the direction of the management and policies of such person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise; and the terms "CONTROLLING" and "CONTROLLED" have meanings correlative to the foregoing. "APPLICABLE PROCEDURES" means, with respect to any transfer or transaction involving a Global Security or beneficial interest therein, the rules and procedures of the Depositary for such Security, in each case to the extent applicable to such transaction and as in effect from time to time. "BOARD OF DIRECTORS" means either the board of directors of the Company or any duly authorized committee of such board. "BOARD RESOLUTION" means a copy of one or more resolutions, certified by an Officer of the Company to have been duly adopted or consented to by the applicable Board of Directors and to be in full force and effect, and delivered to the Trustee. "BUSINESS DAY" means, with respect to any Security, a day that in the City of New York is not a day on which banking institutions are authorized by law or regulation to close. "CAPITAL STOCK" for any corporation means any and all shares, interests, rights to purchase, warrants, options, participations or other equivalents of or interests in (however designated) stock issued by that corporation. "CERTIFICATED SECURITIES" means Securities that are in the form of the Securities attached hereto as Exhibit A-2. "CLASS A COMMON STOCK" shall mean shares of the Company's Class A Common Stock, $0.014 par value per share, as they exist on the date of this Indenture or any other shares of Capital Stock of the Company into which the Class A Common Stock shall be reclassified or changed. "CLASS B COMMON STOCK" shall mean shares of the Company's Class B Common Stock, $0.014 par value per share, as they exist on the date of this Indenture or any other shares of Capital Stock of the Company into which the Class B Common Stock shall be reclassified or changed. "COMMON STOCK" shall mean shares of the Company's Class A Common Stock and Class B Common Stock. "COMPANY" means the party named as the "COMPANY" in the first paragraph of this Indenture until a successor replaces it pursuant to the applicable provisions of this Indenture and, thereafter, shall mean such successor. The foregoing sentence shall likewise apply to any subsequent such successor or successors. "COMPANY ORDER" means a written request or order signed in the name of the Company by any two Officers. "CORPORATE TRUST OFFICE" means the office of the Trustee at which at any time the trust created by this Indenture shall be administered, which office at the date hereof is located at 60 Wall Street, New York, New York 10005, Attention: Corporate Trust and Agency Services, or such other address as the Trustee may designate from time to time by notice to the Holders and the Company, or the principal corporate trust office of any successor Trustee (or such other address as a successor Trustee may designate from time to time by notice to the Holders and the Company). "DEFAULT" means any event which is, or after notice or passage of time or both would be, an Event of Default. "EXCHANGE ACT" means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder, as in effect from time to time. "GLOBAL SECURITIES" means Securities that are in the form of the Securities attached hereto as Exhibit A-1, and to the extent that such Securities are required to bear the Legend required by Section 2.06 such Securities will be in the form of a 144A Global Security. "HOLDER" or "SECURITYHOLDER" means a person in whose name a Security is registered on the Registrar's books. "INDENTURE" means this Indenture, as amended or supplemented from time to time in accordance with the terms hereof, including the provisions of the TIA that are deemed to be a part hereof. "INITIAL PURCHASER" shall mean Deutsche Bank Securities Inc. 2 "ISSUE DATE" of any Security means the date on which the Security was originally issued or deemed issued as set forth on the face of the Security. "LIQUIDATED DAMAGES" has the meaning set forth in the Registration Rights Agreement dated as of June 4, 2002 between the Company and the Initial Purchaser. "OFFICER" means the Chairman and Chief Executive Officer, the President, any Executive Vice President, any Senior Vice President, any Vice President, the Chief Financial Officer, the Treasurer, the Secretary, any Assistant Secretary or any Director of the Company. "OFFICERS' CERTIFICATE" means a written certificate containing the information specified in Sections 11.04 and 11.05, signed in the name of the Company by any two Officers, and delivered to the Trustee. An Officers' Certificate given pursuant to Section 4.03 shall be signed by the Treasurer or Chief Financial Officer of the Company but need not contain the information specified in Sections 11.04 and 11.05. "OPINION OF COUNSEL" means a written opinion containing the information specified in Section 11.04 and 11.05, from legal counsel who is acceptable to the Trustee in its reasonable discretion. The counsel may be an employee of, or counsel to, the Company or the Trustee. "PERSON" or "PERSON" means any individual, corporation, limited liability company, partnership, joint venture, association, joint-stock company, trust, unincorporated organization, government or any agency or political subdivision thereof or other entity. "PRINCIPAL AMOUNT" or "PRINCIPAL AMOUNT" of a Security means the Principal Amount as set forth on the face of the Security. "REDEMPTION DATE" or "REDEMPTION DATE" shall mean the date specified for redemption of the Securities in accordance with the terms of the Securities and this Indenture. "REDEMPTION PRICE" or "REDEMPTION PRICE" shall have the meaning set forth in paragraph 5 of the Securities. "RESPONSIBLE OFFICER" shall mean, when used with respect to the Trustee, any officer within the corporate trust department of the Trustee, including any director, managing director, vice president, assistant vice president, assistant secretary, assistant treasurer, associate, trust officer or any other officer of the Trustee who customarily performs functions similar to those performed by the Persons who at the time shall be such officers, respectively, or to whom any corporate trust matter is referred because of such person's knowledge of and familiarity with the particular subject and who shall have direct responsibility for the administration of this Indenture. "RESTRICTED SECURITY" means a Security required to bear the restrictive legend set forth in the form of Security set forth in Exhibits A-1 and A-2 of this Indenture. "RULE 144A" means Rule 144A under the Securities Act (or any successor provision), as it may be amended from time to time. 3 "SEC" means the Securities and Exchange Commission. "SECURITIES" means any of the Company's 2.5% Contingent Convertible Senior Notes Due 2032, as amended or supplemented from time to time, issued under this Indenture. "SECURITIES ACT" means the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder, as in effect from time to time. "SECURITYHOLDER" or "HOLDER" means a person in whose name a Security is registered on the Registrar's books. "STATED MATURITY", when used with respect to any Security, means the date specified in such Security as the fixed date on which an amount equal to the Principal Amount of such Security is due and payable. "SUBSIDIARY" means any person of which at least a majority of the outstanding Voting Stock shall at the time directly or indirectly be owned or controlled by the Company or by one or more Subsidiaries or by the Company and one or more Subsidiaries. "TIA" means the Trust Indenture Act of 1939 as in effect on the date of this Indenture, provided, however, that in the event the TIA is amended after such date, TIA means, to the extent required by any such amendment, the TIA as so amended. "TRADING DAY" means a day during which trading in securities generally occurs on the New York Stock Exchange or, if the Class A Common Stock is not listed on the New York Stock Exchange, on the principal other national or regional securities exchange on which the Class A Common Stock is then listed or, if the Class A Common Stock is not listed on a national or regional securities exchange, on the National Association of Securities Dealers Automated Quotation System or, if the Class A Common Stock is not quoted on the National Association of Securities Dealers Automated Quotation System, on the principal other market on which the Class A Common Stock is then traded. "TRUSTEE" means the party named as the "TRUSTEE" in the first paragraph of this Indenture until a successor replaces it pursuant to the applicable provisions of this Indenture and, thereafter, shall mean such successor. The foregoing sentence shall likewise apply to any subsequent such successor or successors. "VOTING STOCK" of a person means Capital Stock of such person of the class or classes pursuant to which the holders thereof have the general voting power under ordinary circumstances to elect at least a majority of the board of directors, managers or trustees of such person (irrespective of whether or not at the time Capital Stock of any other class or classes shall have or might have voting power by reason of the happening of any contingency). 4 Section 1.02 . Other Definitions.

Defined in Term: Section: - ---- ---------- 95% Trading Condition..................................................................................... 10.01 Act....................................................................................................... 1.05(a) Agent Members............................................................................................. 2.12(e)(i) Aggregate Market Premium.................................................................................. 10.06 beneficial owner.......................................................................................... 3.09(a) cash...................................................................................................... 3.08(b) Change in Control......................................................................................... 3.09(a) Change in Control Purchase Date........................................................................... 3.09(a) Change in Control Purchase Notice......................................................................... 3.09(c) Change in Control Purchase Price.......................................................................... 3.09(a) Closing Price............................................................................................. 10.06 Company Notice............................................................................................ 3.08(c) Company Notice Date....................................................................................... 3.08(c) Continuing Directors...................................................................................... 3.09(a) Conversion Agent.......................................................................................... 2.03 Conversion Date........................................................................................... 10.02 Conversion Price.......................................................................................... 10.06 Conversion Share.......................................................................................... 10.01 Depositary................................................................................................ 2.01(a) DTC....................................................................................................... 2.01(a) Event of Default.......................................................................................... 6.01 ex-dividend date.......................................................................................... 10.01 Group..................................................................................................... 3.09 Legal Holiday............................................................................................. 11.08 Legend.................................................................................................... 2.06(f) Market Capitalization..................................................................................... 10.06 Notice of Default......................................................................................... 6.01 Paying Agent.............................................................................................. 2.03 Principal Value Conversion................................................................................ 10.02 Principal Value Conversion Notice......................................................................... 10.02 Purchase Date............................................................................................. 3.08(a) Purchase Notice........................................................................................... 3.08(a) Purchase Price............................................................................................ 3.08(a) QIB....................................................................................................... 2.01(a) Quarter................................................................................................... 10.01 Registrar................................................................................................. 2.03 Rule 144A Information..................................................................................... 4.06 Security Trading Price.................................................................................... 10.01 Stockholder Rights Plan................................................................................... 10.06(f)

Section 1.03 Incorporation by Reference of Trust Indenture Act. Whenever this Indenture refers to a provision of the TIA, the provision is incorporated by reference in and made 5 a part of this Indenture. The following TIA terms used in this Indenture have the following meanings: "COMMISSION" means the SEC. "INDENTURE SECURITIES" means the Securities. "INDENTURE SECURITY HOLDER" means a Securityholder. "INDENTURE TO BE QUALIFIED" means this Indenture. "INDENTURE TRUSTEE" or "INSTITUTIONAL TRUSTEE" means the Trustee. "OBLIGOR" on the indenture securities means the Company. All other TIA terms used in this Indenture that are defined by the TIA, defined by a TIA reference to another statute or defined by an SEC rule have the meanings assigned to them by such definitions. Section 1.04 Rules of Construction. Unless the context otherwise requires: (a) a term has the meaning assigned to it; (b) an accounting term not otherwise defined has the meaning assigned to it in accordance with generally accepted accounting principles as in effect from time to time; (c) "or" is not exclusive; (d) "including" means including, without limitation; and (e) words in the singular include the plural, and words in the plural include the singular. Section 1.05 Acts of Holders. Any request, demand, authorization, direction, notice, consent, waiver or other action provided by this Indenture to be given or taken by Holders may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such Holders in person or by agent duly appointed in writing; and, except as herein otherwise expressly provided, such action shall become effective when such instrument or instruments are delivered to the Trustee and, where it is hereby expressly required, to the Company. Such instrument or instruments (and the action embodied therein and evidenced thereby) are herein sometimes referred to as the "ACT" of Holders signing such instrument or instruments. Proof of execution of any such instrument or of a writing appointing any such agent shall be sufficient for any purpose of this Indenture and conclusive in favor of the Trustee and the Company, if made in the manner provided in this Section. (b) The fact and date of the execution by any Person of any such instrument or writing may be proved by the affidavit of a witness of such execution or by a certificate of a notary 6 public or other officer authorized by law to take acknowledgments of deeds, certifying that the individual signing such instrument or writing acknowledged to such officer the execution thereof. Where such execution is by a signer acting in a capacity other than such signer's individual capacity, such certificate or affidavit shall also constitute sufficient proof of such signer's authority. The fact and date of the execution of any such instrument or writing, or the authority of the Person executing the same, may also be proved in any other manner which the Trustee deems sufficient. (c) The ownership of Registered Securities shall be proved by the register maintained by the Registrar. (d) Any request, demand, authorization, direction, notice, consent, waiver or other Act of the Holder of any Security shall bind every future Holder of the same Security and the holder of every Security issued upon the registration of transfer thereof or in exchange therefor or in lieu thereof in respect of anything done, omitted or suffered to be done by the Trustee or the Company in reliance thereon, whether or not notation of such action is made upon such Security. (e) If the Company shall solicit from the Holders any request, demand, authorization, direction, notice, consent, waiver or other Act, the Company may, at its option, by or pursuant to a Board Resolution, fix in advance a record date for the determination of Holders entitled to give such request, demand, authorization, direction, notice, consent, waiver or other Act, but the Company shall have no obligation to do so. If such a record date is fixed, such request, demand, authorization, direction, notice, consent, waiver or other Act may be given before or after such record date, but only the Holders of record at the close of business on such record date shall be deemed to be Holders for the purposes of determining whether Holders of the requisite proportion of outstanding Securities have authorized or agreed or consented to such request, demand, authorization, direction, notice, consent, waiver or other Act, and for that purpose the outstanding Securities shall be computed as of such record date; provided that no such authorization, agreement or consent by the Holders on such record date shall be deemed effective unless it shall become effective pursuant to the provisions of this Indenture not later than six months after the record date. Article 2 THE SECURITIES Section 2.01 . Form and Dating. The Securities and the Trustee's certificate of authentication shall be substantially in the forms set forth on Exhibits A-1 and A-2, which are a part of this Indenture and incorporated by reference herein. The Securities may have notations, legends or endorsements required by law, stock exchange rule or usage; provided that any such notation, legend or endorsement required by usage is in a form acceptable to the Company. The Company shall provide any such notations, legends or endorsements to the Trustee in writing. Each Security shall be dated the date of its authentication. 7 (a) 144A Global Securities. Securities offered and sold to qualified institutional buyers as defined in Rule 144A ("QIBS") in reliance on Rule 144A shall be issued, initially in the form of a 144A Global Securities, which shall be deposited with the Trustee at its Corporate Trust Office, as custodian for the Depositary and registered in the name of The Depository Trust Company ("DTC") or the nominee thereof (such depositary, or any successor thereto, and any such nominee being hereinafter referred to as the "DEPOSITARY"), duly executed by the Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of the 144A Global Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee and the Depositary as hereinafter provided. (b) Global Securities in General. Each Global Security shall represent such of the outstanding Securities as shall be specified therein and each shall provide that it shall represent the aggregate amount of outstanding Securities from time to time endorsed thereon and that the aggregate amount of outstanding Securities represented thereby may from time to time be reduced or increased, as appropriate, to reflect exchanges, redemptions and conversions. Any adjustment of the aggregate principal amount of a Global Security to reflect the amount of any increase or decrease in the amount of outstanding Securities represented thereby shall be made by the Trustee in accordance with instructions given by the Holder thereof as required by Section 2.12 hereof and shall be made on the records of the Trustee and the Depositary. (c) Book-Entry Provisions. The Company shall execute and the Trustee shall, in accordance with this Section 2.01(c), authenticate and deliver initially one or more Global Securities that (a) shall be registered in the name of the Depositary, (b) shall be delivered by the Trustee to the Depositary or pursuant to the Depositary's instructions and (c) shall bear legends substantially to the following effect: "UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY TO MEDICIS PHARMACEUTICAL CORPORATION (THE "COMPANY") OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (AND ANY PAYMENT HEREON IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. TRANSFERS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS TO NOMINEES OF THE DEPOSITORY TRUST COMPANY OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR'S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO 8 TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN ARTICLE TWO OF THE INDENTURE REFERRED TO ON THE REVERSE HEREOF." (d) Certificated Securities. Securities not issued as interests in the Global Securities will be issued in certificated form substantially in the form of Exhibit A-2 attached hereto. Section 2.02 . Execution and Authentication. The Securities shall be executed on behalf of the Company by any Officer, under its corporate seal reproduced thereon. The signature of the officer of the Company on the Securities may be manual or facsimile. Securities bearing the manual or facsimile signatures of individuals who were at the time of the execution of the Securities the proper Officers of the Company shall bind the Company, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Securities or did not hold such offices at the date of authentication of such Securities. No Security shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose unless there appears on such Security a certificate of authentication substantially in the form provided for herein duly executed by the Trustee by manual signature of an authorized officer, and such certificate upon any Security shall be conclusive evidence, and the only evidence, that such Security has been duly authenticated and delivered hereunder. The Trustee shall authenticate and deliver Securities for original issue in an aggregate Principal Amount of up to $400,000,000 (which shall include the Initial Purchaser's option to purchase $50,000,000 of additional Securities) upon a Company Order without any further action by the Company. The aggregate Principal Amount of Securities outstanding at any time may not exceed the amount set forth in the foregoing sentence, except as provided in Section 2.07 The Securities shall be issued only in registered form without coupons and only in denominations of $1,000 of Principal Amount and any integral multiple thereof. Section 2.03 . Registrar, Paying Agent and Conversion Agent. The Company shall maintain an office or agency where Securities may be presented for registration of transfer or for exchange ("REGISTRAR"), an office or agency where Securities may be presented for purchase or payment ("PAYING AGENT") and an office or agency where Securities may be presented for conversion ("CONVERSION AGENT"). The Registrar shall keep a register of the Securities and of their transfer and exchange. The Company may have one or more co-registrars, one or more additional paying agents and one or more additional conversion agents. The term Paying Agent includes any additional paying agent, including any named pursuant to Section 4.05. The term Conversion Agent includes any additional conversion agent, including any named pursuant to Section 4.05. The Company shall enter into an appropriate agency agreement with any Registrar, Paying Agent, Conversion Agent or co-registrar (other than the Trustee). The agreement shall implement the provisions of this Indenture that relate to such agent. The Company shall notify the Trustee of the name and address of any such agent. If the Company fails to maintain a Registrar, Paying Agent or Conversion Agent, the Trustee shall act as such and shall be entitled 9 to appropriate compensation therefor pursuant to Section 7.07. The Company or any Subsidiary or an Affiliate of either of them may act as Paying Agent, Registrar, Conversion Agent or co-registrar. The Company initially appoints the Trustee as Registrar, Conversion Agent and Paying Agent in connection with the Securities. Section 2.04 . Paying Agent to Hold Money in Trust. Except as otherwise provided herein, on or prior to each due date of payments in respect of any Security, the Company shall deposit with the Paying Agent a sum of money (in immediately available funds if deposited on the due date) sufficient to make such payments when so becoming due. The Company shall require each Paying Agent (other than the Trustee) to agree in writing that the Paying Agent shall hold in trust for the benefit of Securityholders or the Trustee all money held by the Paying Agent for the making of payments in respect of the Securities and shall notify the Trustee of any Default by the Company in making any such payment. At any time during the continuance of any such Default, the Paying Agent shall, upon the written request of the Trustee, forthwith pay to the Trustee all money so held in trust. If the Company, a Subsidiary or an Affiliate of either of them acts as Paying Agent, it shall segregate the money held by it as Paying Agent and hold it as a separate trust fund. The Company at any time may require a Paying Agent to pay all money held by it to the Trustee and to account for any funds disbursed by it. Upon doing so, the Paying Agent shall have no further liability for the money. Section 2.05 . Securityholder Lists. The Trustee shall preserve in as current a form as is reasonably practicable the most recent list available to it of the names and addresses of Securityholders. If the Trustee is not the Registrar, the Company shall cause to be furnished to the Trustee at least semiannually on May 4 and November 4 a listing of Securityholders dated within 15 days of the date on which the list is furnished and at such other times as the Trustee may request in writing a list in such form and as of such date as the Trustee may reasonably require of the names and addresses of Securityholders. Section 2.06 . Transfer and Exchange. (a) Subject to Section 2.12 hereof, upon surrender for registration of transfer of any Securities, together with a written instrument of transfer satisfactory to the Registrar duly executed by the Securityholder or such Securityholder's attorney duly authorized in writing, at the office or agency of the Company designated as Registrar or co-registrar pursuant to Section 2.03, the Company shall execute and the Trustee shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Securities of any authorized denomination or denominations, of a like aggregate Principal Amount. The Company shall not charge a service charge for any registration of transfer or exchange, but the Company may require payment of a sum sufficient to pay all taxes, assessments or other governmental charges that may be imposed in connection with the transfer or exchange of the Securities from the Securityholder requesting such transfer or exchange. At the option of the Holder, Securities may be exchanged for other Securities of any authorized denomination or denominations, of a like aggregate Principal Amount, upon surrender of the Securities to be exchanged, together with a written instrument of transfer satisfactory to the Registrar duly executed by the Securityholder or such Securityholder's 10 attorney duly authorized in writing, at such office or agency. Whenever any Securities are so surrendered for exchange, the Company shall execute, and the Trustee shall authenticate and deliver, the Securities that the Holder making the exchange is entitled to receive. The Company shall not be required to make, and the Registrar need not register, transfers or exchanges of Securities selected for redemption (except, in the case of Securities to be redeemed in part, the portion thereof not to be redeemed) or any Securities in respect of which a Purchase Notice or Change in Control Purchase Notice has been given and not withdrawn by the Holder thereof in accordance with the terms of this Indenture (except, in the case of Securities to be purchased in part, the portion thereof not to be purchased) or any Securities for a period of 15 days before the mailing of a notice of redemption of Securities to be redeemed. (b) Notwithstanding any provision to the contrary herein, so long as a Global Security remains outstanding and is held by or on behalf of the Depositary, transfers of a Global Security, in whole or in part, shall be made only in accordance with Section 2.12 and this Section 2.06(c). Transfers of a Global Security shall be limited to transfers of such Global Security in whole, or in part, to nominees of the Depositary or to a successor of the Depositary or such successor's nominee. (c) Successive registrations and registrations of transfers and exchanges as aforesaid may be made from time to time as desired, and each such registration shall be noted on the register for the Securities. (d) Any Registrar appointed pursuant to Section 2.03 hereof shall provide to the Trustee such information as the Trustee may reasonably require in connection with the delivery by such Registrar of Securities upon transfer or exchange of Securities. (e) No Registrar shall be required to make registrations of transfer or exchange of Securities during any periods designated in the text of the Securities or in this Indenture as periods during which such registration of transfers and exchanges need not be made. (f) If Securities are issued upon the transfer, exchange or replacement of Securities subject to restrictions on transfer and bearing the legends set forth on the forms of Securities 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 Security, the Securities 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 or Rule 144 under the Securities Act or that such Securities are not "restricted" within the meaning of Rule 144 under the Securities Act. Upon (i) provision of such satisfactory evidence, or (ii) notification by the Company to the Trustee and registrar of the sale of such Security pursuant to a registration statement that is effective at the time of such sale, the Trustee, at the written direction of the Company, shall authenticate and deliver a Security that does not bear the Legend. If the Legend is removed from the face of a Security and the Security is subsequently held by an Affiliate of the Company, the Legend shall be reinstated. 11 Section 2.07 . Replacement Securities. If any mutilated Security is surrendered to the Trustee, or the Company and the Trustee receive evidence to their satisfaction of the destruction, loss or theft of any Security, and there is delivered to the Company and the Trustee such security or indemnity as may be required by them to save each of them harmless, then, in the absence of notice to the Company or the Trustee that such Security has been acquired by a protected purchaser (within the meaning of Section 8-303 of the Uniform Commercial Code), the Company shall execute, and upon the Company's written request the Trustee shall authenticate and deliver, in exchange for any such mutilated Security or in lieu of any such destroyed, lost or stolen Security, a new Security of like tenor and Principal Amount, bearing a number not contemporaneously outstanding. In case any such mutilated, destroyed, lost or stolen Security has become or is about to become due and payable, or is about to be purchased by the Company pursuant to Article 3 hereof, the Company in its discretion may, instead of issuing a new Security, pay or purchase such Security, as the case may be. Upon the issuance of any new Securities under this Section, the Company may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other expenses (including the fees and expenses of the Trustee) connected therewith. Every new Security issued pursuant to this Section in lieu of any mutilated, destroyed, lost or stolen Security shall constitute an original additional contractual obligation of the Company, whether or not the destroyed, lost or stolen Security shall be at any time enforceable by anyone, and shall be entitled to all benefits of this Indenture equally and proportionately with any and all other Securities duly issued hereunder. The provisions of this Section are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, destroyed, lost or stolen Securities. Section 2.08 . Outstanding Securities; Determinations of Holders' Action. Securities outstanding at any time are all the Securities authenticated by the Trustee, except for those cancelled by it, those paid pursuant to Section 2.07 delivered to it for cancellation and those described in this Section 2.08 as not outstanding. A Security does not cease to be outstanding because the Company or an Affiliate thereof holds the Security; provided, however, that in determining whether the Holders of the requisite Principal Amount of Securities have given or concurred in any request, demand, authorization, direction, notice, consent or waiver hereunder, Securities owned by the Company or any other obligor upon the Securities or any Affiliate of the Company or such other obligor shall be disregarded and deemed not to be outstanding, except that, in determining whether the Trustee shall be protected in relying upon any such request, demand, authorization, direction, notice, consent or waiver, only Securities which a Responsible Officer of the Trustee actually knows to be so owned shall be so disregarded. Subject to the foregoing, only Securities outstanding at the time of such determination shall be considered in any such determination (including, without limitation, determinations pursuant to Articles 6 and 9). 12 If a Security is replaced pursuant to Section 2.07, it ceases to be outstanding unless the Trustee receives proof satisfactory to it that the replaced Security is held by a protected purchaser. If the Paying Agent holds, in accordance with this Indenture, on a Redemption Date, or on the Business Day following a Purchase Date or a Change in Control Purchase Date, or on Stated Maturity, money sufficient to pay amounts owed with respect to Securities payable on that date, then immediately after such Redemption Date, Purchase Date, Change in Control Purchase Date or Stated Maturity, as the case may be, such Securities shall cease to be outstanding and interest, if any (including contingent interest, if any), and Liquidated Damages, if any, on such Securities shall cease to accrue; provided that if such Securities are to be redeemed, notice of such redemption has been duly given pursuant to this Indenture or provision therefor satisfactory to the Trustee has been made. If a Security is converted in accordance with Article 10, then from and after the time of conversion on the Conversion Date, such Security shall cease to be outstanding and interest, if any (including contingent interest, if any), shall cease to accrue on such Security. Section 2.09 . Temporary Securities. Pending the preparation of definitive Securities, the Company may execute, and upon Company Order the Trustee shall authenticate and deliver, temporary Securities that are printed, lithographed, typewritten, mimeographed or otherwise produced, in any authorized denomination, substantially of the tenor of the definitive Securities in lieu of which they are issued and with such appropriate insertions, omissions, substitutions and other variations as the officers executing such Securities may determine, as conclusively evidenced by their execution of such Securities. If temporary Securities are issued, the Company will cause definitive Securities to be prepared without unreasonable delay. After the preparation of definitive Securities, the temporary Securities shall be exchangeable for definitive Securities upon surrender of the temporary Securities at the office or agency of the Company designated for such purpose pursuant to Section 2.03, without charge to the Holder. Upon surrender for cancellation of any one or more temporary Securities, the Company shall execute and the Trustee shall authenticate and deliver in exchange therefor a like Principal Amount of definitive Securities of authorized denominations. Until so exchanged, the temporary Securities shall in all respects be entitled to the same benefits under this Indenture as definitive Securities. Section 2.10 . Cancellation. All Securities surrendered for payment, purchase by the Company pursuant to Article 3, conversion, redemption or registration of transfer or exchange (other than Securities exchanged pursuant to Section 10.02 shall, if surrendered to any person other than the Trustee, be delivered to the Trustee and shall be promptly cancelled by it. The Company may at any time deliver to the Trustee for cancellation any Securities previously authenticated and delivered hereunder that the Company may have acquired in any manner whatsoever, and all Securities so delivered shall be promptly cancelled by the Trustee. The Company may not issue new Securities to replace Securities it has paid or delivered to the Trustee for cancellation or that any Holder has converted pursuant to Article 10. No Securities shall be authenticated in lieu of or in exchange for any Securities cancelled as provided in this Section, except as expressly permitted by this Indenture. All cancelled Securities held by the 13 Trustee shall be disposed of by the Trustee in accordance with the Trustee's customary procedure. Section 2.11 . Persons Deemed Owners. Prior to due presentment of a Security for registration of transfer, the Company, the Trustee and any agent of the Company or the Trustee may treat the Person in whose name such Security is registered as the owner of such Security for the purpose of receiving payment of the Principal Amount of the Security or the payment of any Redemption Price, Purchase Price or Change in Control Purchase Price in respect thereof, and accrued and unpaid interest thereon, for the purpose of conversion and for all other purposes whatsoever, whether or not such Security be overdue, and neither the Company, the Trustee nor any agent of the Company or the Trustee shall be affected by notice to the contrary. Section 2.12 . Global Securities. (a) A Global Security may not be transferred, in whole or in part, to any Person other than the Depositary or a nominee or any successor thereof, and no such transfer to any such other Person may be registered; provided that the foregoing shall not prohibit any transfer of a Security that is issued in exchange for a Global Security but is not itself a Global Security. No transfer of a Security to any Person shall be effective under this Indenture or the Securities unless and until such Security has been registered in the name of such Person. Notwithstanding any other provisions of this Indenture or the Securities, transfers of a Global Security, in whole or in part, shall be made only in accordance with Section 2.06 and this Section 2.12. (b) Subject to the succeeding paragraph, every Security 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 Security is presented or surrendered for registration of transfer or for exchange for a Security registered in a name other than that of the Holder, such Security must be accompanied by a certificate in substantially the form set forth in Exhibit B, dated the date of such surrender and signed by the Holder of such Security, as to compliance with such restrictions on transfer. The Registrar shall not be required to accept for such registration of transfer or exchange any Security not so accompanied by a properly completed certificate. (c) The restrictions imposed by the Legend upon the transferability of any Security shall cease and terminate when such Security 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 Security 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 Security for exchange to the Registrar in accordance with the provisions of this Section 2.12 (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 and in form acceptable to the Company, to the effect that the transfer of such Security has been made in compliance with Rule 144 or such successor provision), be exchanged for a new Security, of like tenor and aggregate Principal Amount, which shall not bear the restrictive Legend. The Company shall inform the Trustee of the 14 effective date of any registration statement registering the Securities under the Securities Act. The Trustee shall not be liable for any action taken or omitted to be taken by it in good faith in accordance with the aforementioned opinion of counsel or registration statement. (d) As used in the preceding two paragraphs of this Section 2.12, the term "TRANSFER" encompasses any sale, pledge, transfer, hypothecation or other disposition of any Security. (e) The provisions of clauses (i), (ii), (iii) and(iv) below shall apply only to Global Securities: (i) Notwithstanding any other provisions of this Indenture or the Securities, a Global Security shall not be exchanged in whole or in part for a Security registered in the name of any Person other than the Depositary or one or more nominees thereof; provided that a Global Security may be exchanged for Securities registered in the names of any person designated by the Depositary in the event that (x) the Depositary has notified the Company that it is unwilling or unable to continue as Depositary for such Global Security or such Depositary has ceased to be a "clearing agency" registered under the Exchange Act, and a successor Depositary is not appointed by the Company within 90 days, (y) the Company has provided the Depositary with written notice that it has decided to discontinue use of the system of book-entry transfer through the Depositary or any successor Depositary or (z) an Event of Default has occurred and is continuing with respect to the Securities. Any Global Security exchanged pursuant to clauses (x) or (y) above shall be so exchanged in whole and not in part, and any Global Security exchanged pursuant to clause (z) above may be exchanged in whole or from time to time in part as directed by the Depositary. Any Security issued in exchange for a Global Security or any portion thereof shall be a Global Security; provided that any such Security so issued that is registered in the name of a Person other than the Depositary or a nominee thereof shall not be a Global Security. (ii) Securities issued in exchange for a Global Security or any portion thereof shall be issued in definitive, fully registered form, without interest coupons, shall have an aggregate Principal Amount equal to that of such Global Security or portion thereof to be so exchanged, shall be registered in such names and be in such authorized denominations as the Depositary shall designate and shall bear the applicable legends provided for herein. Any Global Security to be exchanged in whole shall be surrendered by the Depositary to the Trustee, as Registrar. With regard to any Global Security to be exchanged in part, either such Global Security shall be so surrendered for exchange or, if the Trustee is acting as custodian for the Depositary or its nominee with respect to such Global Security, the Principal Amount thereof shall be reduced, by an amount equal to the portion thereof to be so exchanged, by means of an appropriate adjustment made on the records of the Trustee. Upon any such surrender or adjustment, the Trustee shall authenticate and deliver the Security issuable on such exchange to or upon the order of the Depositary or an authorized representative thereof. (iii) Subject to the provisions of clause (v) below, the registered Holder may grant proxies and otherwise authorize any Person, including Agent Members (as defined 15 below) and persons that may hold interests through Agent Members, to take any action which a holder is entitled to take under this Indenture or the Securities. (iv) In the event of the occurrence of any of the events specified in clause (i) above, the Company will promptly make available to the Trustee a reasonable supply of Certificated Securities in definitive, fully registered form, without interest coupons. (v) Neither any members of, or participants in, the Depositary (collectively, the "AGENT MEMBERS") nor any other Persons on whose behalf Agent Members may act shall have any rights under this Indenture with respect to any Global Security registered in the name of the Depositary or any nominee thereof, or under any such Global Security, and the Depositary or such nominee, as the case may be, may be treated by the Company, the Trustee and any agent of the Company or the Trustee as the absolute owner and holder of such Global Security for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Company, the Trustee or any agent of the Company or the Trustee from giving effect to any written certification, proxy or other authorization furnished by the Depositary or such nominee, as the case may be, or impair, as between the Depositary, its Agent Members and any other person on whose behalf an Agent Member may act, the operation of customary practices of such Persons governing the exercise of the rights of a holder of any Security. Section 2.13 . CUSIP Numbers. The Company may issue the Securities with one or more "CUSIP" numbers (if then generally in use), and, if so, the Trustee shall use "CUSIP" numbers in notices of redemption as a convenience to Holders; provided that any such notice may state that no representation is made as to the correctness of such numbers either as printed on the Securities or as contained in any notice of a redemption and that reliance may be placed only on the other identification numbers printed on the Securities, and any such redemption shall not be affected by any defect in or omission of such numbers. The Company will promptly notify the Trustee of any change in the CUSIP numbers. Article 3 REDEMPTION AND PURCHASES Section 3.01 . Right To Redeem; Notices To Trustee. (a) Optional Redemption. The Company, at its option, may redeem the Securities in accordance with the provisions of paragraphs 5 and 7 of the Securities and at the Redemption Price specified in paragraph 5 of the Securities, together with accrued and unpaid interest (including contingent interest, if any) and Liquidated Damages, if any, thereon up to but not including the Redemption Date; provided that if the Redemption Date is on or after an interest record date, but on or prior to the related interest payment date, interest will be payable to the Holders in whose names the Securities are registered at the close of business on the relevant record date for payment of such interest. (b) Notice to Trustee. If the Company elects to redeem Securities pursuant to this Section 3.01, it shall notify the Trustee in writing of the Redemption Date, the Principal Amount of Securities to be redeemed and the Redemption Price. The Company shall give the notice to 16 the Trustee provided for in this Section 3.01(b) by a Company Order at least 45 days before the Redemption Date (unless a shorter notice shall be satisfactory to the Trustee). Section 3.02 . Selection of Securities to Be Redeemed. If less than all the Securities are to be redeemed, unless the procedures of the Depositary provide otherwise, the Trustee shall select the Securities to be redeemed on a pro rata basis. The Trustee may select for redemption portions of the Principal Amount of Securities that have denominations of $1,000 and integral multiples thereof. Securities and portions of them the Trustee selects shall be in Principal Amounts of $1,000 or an integral multiple of $1,000. Provisions of this Indenture that apply to Securities called for redemption also apply to portions of Securities called for redemption. The Trustee shall notify the Company promptly of the Securities or portions of Securities to be redeemed. If any Security selected for partial redemption is converted in part before termination of the conversion right with respect to the portion of the Security so selected, the converted portion of such Security shall be deemed (so far as possible) to be the portion selected for redemption. Securities that have been converted during a selection of Securities to be redeemed may be treated by the Trustee as outstanding for the purpose of such selection. Section 3.03 . Notice of Redemption. At least 30 days but not more than 60 days before a Redemption Date, the Company shall mail a notice of redemption by first-class mail, postage prepaid, to each Holder of Securities to be redeemed. The notice shall identify the Securities to be redeemed and shall state: (a) the Redemption Date; (b) the Redemption Price; (c) the Conversion Price; (d) the name and address of the Paying Agent and Conversion Agent; (e) that Securities called for redemption may be converted at any time before the close of business on the second Business Day immediately preceding the Redemption Date; (f) that Holders who want to convert Securities must satisfy the requirements set forth in paragraph 8 of the Securities; (g) that Securities called for redemption must be surrendered to the Paying Agent to collect the Redemption Price therefor, together with all accrued and unpaid interest; (h) if fewer than all the outstanding Securities are to be redeemed, the certificate numbers, if any, and Principal Amounts of the particular Securities to be redeemed; 17 (i) that, unless the Company defaults in making payment of such Redemption Price, interest, if any (including contingent interest, if any), and Liquidated Damages, if any, on Securities called for redemption will cease to accrue on and after the Redemption Date and the Securities will cease to be convertible; and (j) the CUSIP number of the Securities. At the Company's request, the Trustee shall give the notice of redemption in the Company's name and at the Company's expense; provided that the Company makes such request prior to the date by which such notice of redemption must be given to Holders in accordance with this Section 3.03 and the Company provides the Trustee with all information required for such notice of redemption. Section 3.04 . Effect of Notice of Redemption. Once notice of redemption is given, Securities called for redemption become due and payable on the Redemption Date and at the Redemption Price stated in the notice, except for Securities which are converted in accordance with the terms of this Indenture. Upon surrender to the Paying Agent, such Securities shall be paid at the Redemption Price stated in the notice, together with accrued and unpaid interest, if any (including contingent interest, if any), and Liquidated Damages, if any, thereon, up to but not including the Redemption Date. Section 3.05 . Deposit of Redemption Price. Prior to 11:00 a.m. (New York City time) on the Redemption Date the Company shall deposit with the Paying Agent (or if the Company or a Subsidiary or an Affiliate of either of them is the Paying Agent, shall segregate and hold in trust) money sufficient to pay the Redemption Price of all Securities to be redeemed on that date, together with accrued and unpaid interest, if any (including contingent interest, if any), and Liquidated Damages, if any, thereon, up to but not including the Redemption Date other than Securities or portions of Securities called for redemption that on or prior thereto have been delivered by the Company to the Trustee for cancellation or have been converted. The Paying Agent shall as promptly as practicable return to the Company any money not required for that purpose because of conversion of Securities pursuant to Article 10. If such money is then held by the Company in trust and is not required for such purpose it shall be discharged from such trust. Section 3.06 . Securities Redeemed in Part. Upon surrender of a Security that is redeemed in part, the Company shall execute and the Trustee shall authenticate and deliver to the Holder, without service charge, a new Security or Securities, of any authorized denomination as requested by such Holder in aggregate Principal Amount equal to, and in exchange for, the unredeemed portion of the Principal Amount of the Security surrendered. Section 3.07 . Reserved. Section 3.08 . Purchase of Securities at Option of the Holder. General. Securities shall be purchased by the Company in accordance with the provisions of paragraph 6 of the Securities on June 4, 2007, June 4, 2012 and June 4, 2017 (each, a "PURCHASE DATE") at a purchase price per Security equal to 100% of the aggregate Principal Amount of the Security (the 18 "PURCHASE PRICE"), together with accrued and unpaid interest (including contingent interest, if any) and Liquidated Damages, if any, thereon, up to but not including the Purchase Date; provided that if the Purchase Date is on or after an interest record date but on or prior to the related interest payment date, interest and Liquidated Damages, if any, will be payable to the Holders in whose names the Securities are registered at the close of business on the relevant record date. Purchases of Securities hereunder shall be made, at the option of the Holder thereof, upon: (i) delivery to the Company and the Paying Agent by the Holder of a written notice of purchase (a "PURCHASE NOTICE") at any time from the opening of business on the date that is 20 Business Days prior to the Purchase Date until the close of business on the Business Day prior to such Purchase Date stating: (A) the certificate number of the Security which the Holder will deliver to be purchased; (B) the portion of the Principal Amount of the Security which the Holder will deliver to be purchased, which portion must be in principal amounts at maturity of $1,000 or an integral multiple thereof; (C) that such Security shall be purchased as of the Purchase Date pursuant to the terms and conditions specified in paragraph 6 of the Securities and in this Indenture; and (ii) delivery of such Security to the Paying Agent prior to, on or after the Purchase Date (together with all necessary endorsements) at the offices of the Paying Agent, such delivery being a condition to receipt by the Holder of the Purchase Price therefor, together with accrued and unpaid interest, if any (including contingent interest, if any), and Liquidated Damages, if any; provided, however, that such Purchase Price, together with accrued and unpaid interest, if any (including contingent interest, if any), and Liquidated Damages, if any, shall be so paid pursuant to this Section 3.08 only if the Security so delivered to the Paying Agent shall conform in all respects to the description thereof in the related Purchase Notice, as determined by the Company in its sole discretion. The Company shall purchase from the Holder thereof, pursuant to this Section 3.08, a portion of a Security if the Principal Amount of such portion is $1,000 or an integral multiple of $1,000. Provisions of this Indenture that apply to the purchase of all of a Security also apply to the purchase of such portion of such Security. Any purchase by the Company contemplated pursuant to the provisions of this Section 3.08 shall be consummated by the delivery of the consideration to be received by the Holder promptly following the later of the Purchase Date and the time of delivery of the Security. Notwithstanding anything herein to the contrary, any Holder delivering to the Paying Agent the Purchase Notice contemplated by this Section 3.08(a) shall have the right to withdraw 19 such Purchase Notice at any time prior to the close of business on the Business Day prior to the Purchase Date by delivery of a written notice of withdrawal to the Paying Agent at the principal office of the Paying Agent in accordance with Section 3.10. The Paying Agent shall promptly notify the Company of the receipt by it of any Purchase Notice or written notice of withdrawal thereof. (b) Manner of Payment of Purchase Price. The Purchase Price of Securities in respect of which a Purchase Notice pursuant to Section 3.08 has been given shall be paid in U.S. legal tender ("CASH"). (c) Company Notice. In connection with any purchase of Securities pursuant to Section 3.08, the Company shall give written notice of the Purchase Date to the Holders (the "COMPANY NOTICE"). The Company Notice shall be sent by first-class mail to the Trustee and to each Holder not less than 20 Business Days prior to any Purchase Date (the "COMPANY NOTICE DATE"). Each Company Notice shall include a form of Purchase Notice to be completed by a Securityholder and shall state: (i) the Purchase Price and the Conversion Price; (ii) the name and address of the Paying Agent and the Conversion Agent; (iii) that Securities as to which a Purchase Notice has been given may be converted if they are otherwise convertible only in accordance with Article 10 hereof and paragraph 8 of the Securities if the applicable Purchase Notice has been withdrawn in accordance with the terms of this Indenture; (iv) that Securities must be surrendered to the Paying Agent to collect payment; (v) that the Purchase Price for, and any accrued and unpaid interest (including contingent interest, if any) and Liquidated Damages, if any, on, any Security 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 Security as described in subclause (iv) above; (vi) the procedures the Holder must follow to exercise rights under Section 3.08 and a brief description of those rights; (vii) briefly, the conversion rights of the Securities; (viii) the procedures for withdrawing a Purchase Notice (as specified in Section 3.10); (ix) that, unless the Company defaults in making payment on Securities for which a Purchase Notice has been submitted, interest, if any (including contingent interest), and Liquidated Damages, if any, on such Securities will cease to accrue on the Purchase Date; and 20 (x) the CUSIP number of the Securities. At the Company's request, the Trustee shall give such Company Notice in the Company's name and at the Company's expense; provided, however, that the Company makes such request at least three (3) Business Days prior to the date by which such Company Notice must be given to the Holders and that, in all cases, the text of such Company Notice shall be prepared by the Company. Section 3.09 . Purchase of Securities at Option of the Holder upon Change in Control. If at any time that Securities remain outstanding there shall have occurred a Change in Control (as hereinafter defined), Securities shall be repurchased by the Company, at the option of the Holder thereof, at a purchase price (the "CHANGE IN CONTROL PURCHASE PRICE") equal to the principal amount thereof plus accrued and unpaid interest, if any (including contingent interest, if any), and Liquidated Damages, if any, thereon, up to and including the date (the "CHANGE IN CONTROL PURCHASE DATE") fixed by the Company that is not less than 45 days nor more than 60 days after the date of the Company Notice, subject to satisfaction by or on behalf of the Holder of the requirements set forth in Section 3.09(c). Whenever in this Indenture there is a reference to the principal of any Security as of any time, such reference shall be deemed to include reference to the Change in Control Purchase Price payable in respect of such Security to the extent that such Change in Control Purchase Price is, was or would be payable at such time, and express mention of the Change in Control Purchase Price in any provision of this Indenture shall not be construed as excluding the Change in Control Purchase Price in those provisions of this Indenture when such express mention is not made. A "CHANGE IN CONTROL" shall be deemed to have occurred at such time after the original issuance of the Securities as any of the following occur: (i) any sale, lease, exchange or other transfer (in one transaction or a series of related transactions) of all or substantially all of the assets of the Company and its subsidiaries, taken as a whole, to any person or group of related persons, as defined in Section 13(d) of the Exchange Act (a "GROUP"); (ii) the approval by the holders of Capital Stock of the Company of any plan or proposal for the liquidation or dissolution of the Company (whether or not otherwise in compliance with the provisions of this indenture); (iii) any person or Group shall become the owner, directly or indirectly, beneficially or of record, of shares representing more than 50% of the aggregate ordinary voting power represented by the Company's issued and outstanding Voting Stock of or any successor to all or substantially all of the Company's assets; or (iv) the first day of which a majority of the members of the Company's Board of Directors are not Continuing Directors (as hereinafter defined). "BENEFICIAL OWNER" shall be determined in accordance with Rules 13d-3 and 13d-5 promulgated by the SEC under the Exchange Act or any successor provision, except that a 21 Person shall be deemed to have "beneficial ownership" of all securities that such Person has the right to acquire, whether exercisable immediately or only after the passage of time. "CONTINUING DIRECTORS" means, as of any date of determination, any member of the Board of Directors of the Company who (i) was a member of such Board of Directors on the date of the original issuance of the Securities or (ii) was nominated for election or elected to the Board of Directors with the approval of a majority of the continuing directors who were members of such Board of Directors at the time of such nomination or election. (b) Within 30 days after the occurrence of a Change in Control, the Company shall mail a written notice of the Change in Control by first-class mail to the Trustee and to each Holder (and to beneficial owners as required by applicable law). The notice shall include a form of Change in Control Purchase Notice to be completed by the Securityholder and shall state: (i) briefly, the events causing a Change in Control and the date of such Change in Control; (ii) the date by which the Change in Control Purchase Notice pursuant to this Section 3.09 must be given; (iii) the Change in Control Purchase Date; (iv) the Change in Control Purchase Price; (v) the name and address of the Paying Agent and the Conversion Agent; (vi) the Conversion Price and any adjustments thereto; (vii) that Securities as to which a Change in Control Purchase Notice has been given may be converted pursuant to Article 10. hereof only if the Change in Control Purchase Notice has been withdrawn in accordance with the terms of this Indenture; (viii) that Securities must be surrendered to the Paying Agent to collect payment; (ix) that the Change in Control Purchase Price for any Security as to which a Change in Control Purchase Notice has been duly given and not withdrawn will be paid promptly following the later of the Change in Control Purchase Date and the time of surrender of such Security as described in clause (viii); (x) briefly, the procedures the Holder must follow to exercise rights under this Section 3.09; (xi) briefly, the conversion rights of the Securities; (xii) the procedures for withdrawing a Change in Control Purchase Notice (as specified in Section 3.10); 22 (xiii) that, unless the Company defaults in making payment of such Change in Control Purchase Price, interest (including contingent interest, if any) and Liquidated Damages, if any, on Securities surrendered for purchase by the Company will cease to accrue on and after the Change in Control Purchase Date; and (xiv) the CUSIP number of the Securities. (c) A Holder may exercise its rights specified in Section 3.09(a) upon delivery of a written notice of purchase (a "CHANGE IN CONTROL PURCHASE NOTICE"), together with the securities subject thereto, to the Company and the Paying Agent at any time prior to the close of business on the third Business Day prior to the Change in Control Purchase Date, stating: (i) the certificate number of the Security that the Holder will deliver to be purchased; (ii) the portion of the Principal Amount of the Security which the Holder will deliver to be purchased, which portion must be $1,000 or an integral multiple thereof; and (iii) that such Security shall be purchased pursuant to the terms and conditions specified in paragraph 6 of the Securities. The delivery of such Security to the Paying Agent prior to, on or after the Change in Control Purchase Date (together with all necessary endorsements) at the offices of the Paying Agent shall be a condition to the receipt by the Holder of the Change in Control Purchase Price therefor; provided, however, that such Change in Control Purchase Price shall be so paid pursuant to this Section 3.09 only if the Security so delivered to the Paying Agent shall conform in all respects to the description thereof set forth in the related Change in Control Purchase Notice. The Company shall purchase from the Holder thereof, pursuant to this Section 3.09, a portion of a Security if the Principal Amount of such portion is $1,000 or an integral multiple of $1,000. Provisions of this Indenture that apply to the purchase of all of a Security also apply to the purchase of such portion of such Security. Any purchase by the Company contemplated pursuant to the provisions of this Section 3.09 shall be consummated by the delivery of the consideration to be received by the Holder promptly following the later of the Change in Control Purchase Date and the time of delivery of the Security to the Paying Agent in accordance with this Section 3.09. Notwithstanding anything herein to the contrary, any Holder delivering to the Paying Agent the Change in Control Purchase Notice contemplated by this Section 3.09(c) shall have the right to withdraw such Change in Control Purchase Notice at any time prior to the close of business on the Business Day preceding the Change in Control Purchase Date by delivery of a written notice of withdrawal to the Paying Agent in accordance with Section 3.10. The Paying Agent shall promptly notify the Company of the receipt by it of any Change in Control Purchase Notice or written withdrawal thereof. 23 Notwithstanding anything herein to the contrary, the Company's obligations pursuant to this Section 3.09 shall be satisfied if a third party makes a change of control offer in the manner and at the times and otherwise in compliance in all material respects with the requirements of this Section 3.09 and purchases all Securities properly tendered and not withdrawn pursuant to the requirements of this Section 3.09. Section 3.10 . Effect of Purchase Notice or Change in Control Purchase Notice. Upon receipt by the Paying Agent of the Purchase Notice or Change in Control Purchase Notice specified in Section 3.08 or Section 3.09(c), as applicable, the Holder of the Security in respect of which such Purchase Notice or Change in Control Purchase Notice, as the case may be, was given shall (unless such Purchase Notice or Change in Control Purchase Notice is withdrawn as specified in the following two paragraphs) thereafter be entitled to receive solely the Purchase Price, together with all accrued and unpaid interest (including contingent interest, if any) and Liquidated Damages, if any, thereon, to but not including the Purchase Date or Change in Control Purchase Price, as the case may be, with respect to such Security. Such Purchase Price, together with accrued and unpaid interest, if any (including contingent interest, if any), and Liquidated Damages, if any, thereon, to but not including the Purchase Date or Change in Control Purchase Price, as the case may be, shall be paid to such Holder, subject to receipt of funds and/or securities by the Paying Agent, promptly following the later of (x) the Purchase Date or the Change in Control Purchase Date, as the case may be, with respect to such Security (provided that the conditions in Section 3.08 or Section 3.09(c), as applicable, have been satisfied) and (y) the time of delivery of such Security to the Paying Agent by the Holder thereof in the manner required by Section 3.08 or Section 3.09(c), as applicable. Securities in respect of which a Purchase Notice or Change in Control Purchase Notice, as the case may be, has been given by the Holder thereof may not be converted pursuant to Article 10 hereof on or after the date of the delivery of such Purchase Notice or Change in Control Purchase Notice, as the case may be, unless such Purchase Notice or Change in Control Purchase Notice, as the case may be, has first been validly withdrawn as specified in the following two paragraphs. A Purchase Notice or Change in Control Purchase Notice, as the case may be, may be withdrawn by means of a written notice of withdrawal delivered to the office of the Paying Agent in accordance with the Purchase Notice or Change in Control Purchase Notice, as the case may be, at any time prior to the close of business on the Business Day prior to the Purchase Date or prior to the close of business on the Change in Control Purchase Date, as the case may be, specifying: (i) the certificate number, if any, of the Security in respect of which such notice of withdrawal is being submitted, (ii) the Principal Amount of the Security with respect to which such notice of withdrawal is being submitted, and (iii) the Principal Amount, if any, of such Security which remains subject to the original Purchase Notice or Change in Control Purchase Notice, as the case may be, and which has been or will be delivered for purchase by the Company. 24 Section 3.11 . Deposit of Purchase Price or Change in Control Purchase Price. Prior to 11:00 a.m. (New York City time) on the Business Day following the Purchase Date or the Change in Control Purchase Date, as the case may be, the Company shall deposit with the Trustee or with the Paying Agent (or, if the Company or a Subsidiary or an Affiliate of either of them is acting as the Paying Agent, shall segregate and hold in trust as provided in Section 2.04) an amount of money (in immediately available funds if deposited on such Business Day) sufficient to pay the aggregate Purchase Price, together with all accrued and unpaid interest (including contingent interest, if any) and Liquidated Damages, if any, thereon, to but not including the Purchase Date or Change in Control Purchase Price, as the case may be, of all the Securities or portions thereof which are to be purchased as of the Purchase Date or Change in Control Purchase Date, as the case may be. Section 3.12 . Securities Purchased in Part. Any Certificated Security that is to be purchased only in part shall be surrendered at the office of the Paying Agent (with, if the Company or the Trustee so requires, due endorsement by, or a written instrument of transfer in form satisfactory to the Company and the Trustee duly executed by, the Holder thereof or such Holder's attorney duly authorized in writing) and the Company shall execute and the Trustee shall authenticate and deliver to the Holder of such Security, without service charge, a new Security or Securities, of any authorized denomination as requested by such Holder in aggregate Principal Amount equal to, and in exchange for, the portion of the Principal Amount of the Security so surrendered which is not purchased. Section 3.13 . Covenant to Comply with Securities Laws upon Purchase of Securities. When complying with the provisions of Sections 3.08 or 3.09 hereof (provided that such offer or purchase constitutes an "issuer tender offer" for purposes of Rule 13e-4 (which term, as used herein, includes any successor provision thereto) under the Exchange Act at the time of such offer or purchase), the Company shall (i) comply in all material respects with Rule 13e-4 and Rule 14e-1 under the Exchange Act, (ii) file the related Schedule TO (or any successor schedule, form or report) under the Exchange Act, and (iii) otherwise comply in all material respects with all Federal and state securities laws so as to permit the rights and obligations under Sections 3.08 or 3.09 to be exercised in the time and in the manner specified in Sections 3.08 or 3.09. Section 3.14 . Repayment to the Company. The Trustee and the Paying Agent shall return to the Company any cash that remains unclaimed as provided in paragraph 11 of the Securities, together with interest or dividends, if any, thereon (subject to the provisions of Section 7.01(f)), held by them for the payment of the Purchase Price or Change in Control Purchase Price, as the case may be, and accrued and unpaid interest, if any (including contingent interest, if any), and Liquidated Damages, if any; provided, however, that to the extent that the aggregate amount of cash deposited by the Company pursuant to Section 3.11 exceeds the aggregate Purchase Price or Change in Control Purchase Price, as the case may be, of the Securities or portions thereof which the Company is obligated to purchase as of the Purchase Date or Change in Control Purchase Date, as the case may be, and accrued and unpaid interest thereon, if any (including contingent interest, if any), and Liquidated Damages, if any then, unless otherwise agreed in writing with the Company, promptly after the Business Day following the Purchase Date or Change in Control Purchase Date, as the case may be, the Trustee shall return any such excess to the Company together with interest or dividends, if any, thereon (subject to the provisions of Section 7.01(f)). 25 Article 4 COVENANTS Section 4.01 . Payment of Securities. The Company shall promptly make all payments in respect of the Securities on the dates and in the manner provided in the Securities or pursuant to this Indenture. Any amounts to be given to the Trustee or Paying Agent, as the case may be, shall be deposited with the Trustee or Paying Agent, as the case may be, by 11:00 a.m. (New York City time) by the Company. Interest installments, Liquidated Damages, Principal Amount, Redemption Price, Purchase Price, Change in Control Purchase Price and interest, if any, due on overdue amounts shall be considered paid on the applicable date due if at 11:00 a.m. (New York City time) on such date (or, in the case of a Purchase Price or Change in Control Purchase Price, on the Business Day following the applicable Purchase Date or Change in Control Purchase Date, as the case may be) the Trustee or the Paying Agent, as the case may be, holds, in accordance with this Indenture, money sufficient to pay all such amounts then due. The Company shall, to the extent permitted by law, pay interest on overdue amounts at the rate per annum set forth in paragraph 1 of the Securities, compounded semiannually, which interest shall accrue from the date such overdue amount was originally due to the date payment of such amount, including interest thereon, has been made or duly provided for. All such interest shall be payable on demand. The accrual of such interest on overdue amounts shall be in addition to the continued accrual of interest on the Securities. Section 4.02 . Sec and Other Reports. The Company shall file with the Trustee, within 15 days after it files such annual and quarterly reports, information, documents and other reports with the SEC, copies of its annual report and of the information, documents and other reports (or copies of such portions of any of the foregoing as the SEC may by rules and regulations prescribe) which the Company is required to file with the SEC pursuant to Section 13 or 15(d) of the Exchange Act. In the event the Company is at any time no longer subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act, it shall continue to provide the Trustee with reports containing substantially the same information as would have been required to be filed with the SEC had the Company continued to have been subject to such reporting requirements. In such event, such reports shall be provided to the Trustee at the times the Company would have been required to provide reports had it continued to have been subject to such reporting requirements. In addition, the Company shall comply with the other provisions of TIA Section 314(a). Section 4.03 . Compliance Certificate. The Company shall deliver to the Trustee within 120 days after the end of each fiscal year of the Company (beginning with the fiscal year ending on June 30, 2002) an Officers' Certificate, stating whether or not to the best knowledge of the signers thereof the Company is in default in the performance and observance of any of the terms, provisions and conditions of this Indenture (without regard to any period of grace or requirement of notice provided hereunder) and if the Company shall be in default, specifying all such Defaults and the nature and status thereof of which they may have knowledge. 26 Section 4.04 . Further Instruments and Acts. Upon request of the Trustee, the Company will execute and deliver such further instruments and do such further acts as may be reasonably necessary or proper to carry out more effectively the purposes of this Indenture. Section 4.05 . Maintenance of Office or Agency. The Company will maintain in the Borough of Manhattan, The City of New York, an office or agency of the Trustee, Registrar, Paying Agent and Conversion Agent where Securities may be presented or surrendered for payment, where Securities may be surrendered for registration of transfer, exchange, purchase, redemption or conversion and where notices and demands to or upon the Company in respect of the Securities and this Indenture may be served. The Corporate Trust Office of the Trustee shall initially be such office or agency for all of the aforesaid purposes. The Company shall give prompt written notice to the Trustee of the location, and of any change in the location, of any such office or agency (other than a change in the location of the office of the Trustee). If at any time the Company shall fail to maintain any such required office or agency or shall fail to furnish the Trustee with the address thereof, such presentations, surrenders, notices and demands may be made or served at the address of the Trustee set forth in Section 11.02. The Company may also from time to time designate one or more other offices or agencies where the Securities may be presented or surrendered for any or all such purposes and may from time to time rescind such designations; provided, however, that no such designation or rescission shall in any manner relieve the Company of its obligation to maintain an office or agency in the Borough of Manhattan, the City of New York, for such purposes. Section 4.06 . Delivery of Certain Information. At any time when the Company is not subject to Section 13 or 15(d) of the Exchange Act, upon the request of a Holder or any beneficial owner of Securities or holder or beneficial owner of Class A Common Stock delivered 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 owner of Securities or holder or beneficial owner of Class A Common Stock, 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 under the Securities Act 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 or any successor provisions. Whether a person is a beneficial owner shall be determined by the Company to the Company's reasonable satisfaction. Section 4.07 . Tax Treatment of Securities. The Company and the Holders, by purchasing the Securities, agree that (i) the Securities are contingent payment debt instruments as described in Treasury Regulations Section 1.1275-4, (ii) each Holder shall be bound by the Company's application of the Treasury Regulations to the Securities, including the Company's determination that the rate at which interest will be deemed to accrue on the Securities for United States federal income tax purposes, will be 9.5% compounded semi-annually, which is the rate comparable to the rate at which the Company would borrow on a noncontingent, nonconvertible borrowing with terms and conditions otherwise comparable to the Securities, (iii) each Holder shall use the projected payment schedule with respect to the Securities provided by the Company to the Holder, as provided in Treasury Regulations Section 1.1275-4(b)(4), to determine its interest accruals and adjustments as provided in Treasury Regulations Section 1.1275-4(b)(4)(iv), and (iv) the Company 27 and each Holder will not take any position on a tax return inconsistent with (i), (ii), or (iii), unless required by applicable law. Section 4.08 . Liquidated Damages. If at any time Liquidated Damages become payable by the Company pursuant to the Registration Rights Agreement, the Company shall promptly deliver to the Trustee a certificate to that effect and stating (i) the amount of such Liquidated Damages that are payable and (ii) the date on which such damages are payable pursuant to the terms of the Registration Rights Agreement. Unless and until a Responsible Officer of the Trustee receives such a certificate, the Trustee may assume without inquiry that no Liquidated Damages are payable. If the Company has paid Liquidated Damages directly to the persons entitled to them, the Company shall deliver to the Trustee a certificate setting forth the particulars of such payment. Article 5 SUCCESSOR CORPORATION Section 5.01 . When the Company May Merge or Transfer Assets. The Company shall not consolidate with or merge with or into any other person or convey, transfer or lease its properties and assets substantially as an entirety to any person, unless: (i) (1) the Company shall be the continuing corporation or (2) the person (if other than the Company) formed by such consolidation or into which the Company is merged or the person which acquires by conveyance, transfer or lease the properties and assets of the Company substantially as an entirety (i) shall be a corporation organized and validly existing under the laws of the United States or any State thereof or the District of Columbia, and (ii) shall expressly assume, by an indenture supplemental hereto, executed and delivered to the Trustee, in form satisfactory to the Trustee, all of the obligations of the Company under the Securities and this Indenture; (ii) immediately after giving effect to such transaction, no Default shall have occurred and be continuing; and (iii) the Company shall have delivered to the Trustee an Officers' Certificate and an Opinion of Counsel, each stating that such consolidation, merger, conveyance, transfer or lease and, if a supplemental indenture is required in connection with such transaction, such supplemental indenture, comply with this Article 5 and that all conditions precedent herein provided for relating to such transaction have been satisfied. For purposes of the foregoing, the transfer (by lease, assignment, sale or otherwise) of the properties and assets of one or more Subsidiaries (other than to the Company or another Subsidiary), which, if such assets were owned by the Company would constitute all or substantially all of the properties and assets of the Company shall be deemed to be the transfer of all or substantially all of the properties and assets of the Company. 28 The successor person formed by such consolidation or into which the Company is merged or the successor person to which such conveyance, transfer or lease is made shall succeed to, and be substituted for, and may exercise every right and power of, the Company under this Indenture with the same effect as if such successor had been named as the Company herein; and thereafter, except in the case of a lease and obligations the Company may have under a supplemental indenture pursuant to Section 10.12, the Company shall be discharged from all obligations and covenants under this Indenture and the Securities. Subject to Section 9.06, the Company, the Trustee and the successor person shall enter into a supplemental indenture to evidence the succession and substitution of such successor person and such discharge and release of the Company. Article 6 DEFAULTS AND REMEDIES Section 6.01 . Events of Default. Subject to the provisions set forth below in this Section 6.01, an "EVENT OF DEFAULT" occurs if: (a) the Company defaults in the payment of interest, if any (including contingent interest, if any), and Liquidated Damages, if any, payable on any Security when the same becomes due and payable and such Default continues for a period of 30 days after receipt by the Company of a Notice of Default; (b) the Company defaults in the payment of the Principal Amount, Redemption Price, Purchase Price or Change in Control Purchase Price on any Security when the same becomes due and payable at its Stated Maturity, upon redemption, upon declaration, when due for purchase by the Company or otherwise; (c) the Company fails to comply with any of its agreements in the Securities or this Indenture (other than those referred to in clauses (1) and (2) above) and such failure continues for 60 days after receipt by the Company of a Notice of Default from the Trustee or from Holders of not less than 25% in aggregate principal amount then outstanding; (d) the Company fails to pay when due the principal of indebtedness for money borrowed by the Company or its Subsidiaries in excess of $20,000,000, or the acceleration of that indebtedness that is not withdrawn within 15 days after the date of written notice to the Company by the Trustee or to the Company and the Trustee by the Holders of at least 25% in principal amount of the outstanding Securities; (e) a court having jurisdiction in the premises shall enter a decree or order for relief in respect of the Company in an involuntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, or appointing a receiver, liquidator, assignee, custodian, trustee or sequestrator (or similar official) of the Company or for any substantial part of its property or 29 ordering the winding up or liquidation of its affairs and such decree or order shall remain unstayed and in effect for a period of 60 consecutive days; or (f) the Company shall commence a voluntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, or consent to the entry of an order for relief in an involuntary case under any such law, or consent to the appointment of or taking possession by a receiver, liquidator, assignee, custodian, trustee or sequestrator (or similar official) of the Company or for any substantial part of its property or make any general assignment for the benefit of creditors. A Default under clause (a) or (b) above is not an Event of Default until the Trustee notifies the Company, or the Holders of at least 25% in aggregate Principal Amount of the Securities at the time outstanding notify the Company and the Trustee, of the Default and the Company does not cure such Default (and such Default is not waived) within the time specified in clause (c) or (d) above, as applicable, after actual receipt of such notice. Any such notice must specify the Default, demand that it be remedied and state that such notice is a "NOTICE OF DEFAULT." The Company shall deliver to the Trustee, within 30 days after it becomes aware of the occurrence thereof, written notice of any event which with the giving of notice or the lapse of time, or both, would become an Event of Default under clause (c) or (d) above, its status and what action the Company is taking or proposes to take with respect thereto. Section 6.02 . Defaults and Remedies. If an Event of Default (other than an Event of Default specified in Section 6.01(e) or 6.01(f)) occurs and is continuing, the Trustee by notice to the Company, or the Holders of at least 25% in aggregate Principal Amount of the Securities at the time outstanding by notice to the Company and the Trustee, may declare the Principal Amount of all the Securities plus accrued and unpaid interest, if any (including contingent interest, if any), and Liquidated Damages, if any, thereon, through the date of declaration to be immediately due and payable. Upon such a declaration, such Principal Amount plus accrued and unpaid interest, if any (including contingent interest, if any), and Liquidated Damages, if any, shall become and be immediately due and payable. If an Event of Default specified in Section 6.01(e)or 6.01(f) occurs and is continuing, the Principal Amount of all the Securities plus accrued and unpaid interest, if any (including contingent interest, if any), and Liquidated Damages, if any, thereon, shall become and be immediately due and payable without any declaration or other act on the part of the Trustee or any Securityholder. The Holders of a majority in principal amount of the Securities then outstanding by notice to the Trustee may rescind an acceleration and its consequences if (a) all Existing Events of Default, other than the nonpayment of the principal of and accrued and unpaid interest, if any (including contingent interest, if any), and Liquidated Damages, if any, on the Securities which has become due solely by such declaration of acceleration, have been cured or waived; (b) the Company has paid or deposited with the Trustee a sum sufficient to pay (i) all overdue interest (including contingent interest, if any) and Liquidated Damages, if any, on the Securities, (ii) the principal of any Security which has become due otherwise then by such declaration of acceleration, and (iii) to the extent the payment of such interest is lawful, interest on overdue 30 installments of interest and Liquidated Damages, if any, and overdue principal, which has become due otherwise than by such declaration of acceleration; (c) the rescission would not conflict with any judgment or decree of a court of competent jurisdiction; and (d) all payments due to the Trustee and any predecessor Trustee under Section 7.07 have been made. No such rescission shall affect any subsequent Default or impair any right consequent thereon. Section 6.03 . Other Remedies. If an Event of Default occurs and is continuing, the Trustee may pursue any available remedy to collect the payment of the Principal Amount of all the Securities plus all accrued and unpaid interest (including contingent interest, if any) and Liquidated Damages, if any, thereon or to enforce the performance of any provision of the Securities or this Indenture. The Trustee may maintain a proceeding even if the Trustee does not possess any of the Securities or does not produce any of the Securities in the proceeding. A delay or omission by the Trustee or any Securityholder in exercising any right or remedy accruing upon an Event of Default shall not impair the right or remedy or constitute a waiver of, or acquiescence in, the Event of Default. No remedy is exclusive of any other remedy. All available remedies are cumulative to the extent permitted by law. Section 6.04 . Waiver of Past Defaults. The Holders of a majority in aggregate Principal Amount of the Securities at the time outstanding, by notice in writing to the Trustee (and without notice to any other Securityholder), may waive an existing Default and its consequences, except (a) an Event of Default described in Section 6.01(a)or 6.01(b), (b) a Default in respect of a provision that under Section 9.02 cannot be amended without the consent of each Securityholder affected or (c) a Default which constitutes a failure to convert any Security in accordance with the terms of Article 10. When a Default is waived, it is deemed cured, but no such waiver shall extend to any subsequent or other Default or impair any consequent right. This Section 6.04 shall be in lieu of Section 316(a)1(B) of the TIA and such Section 316(a)1(B) is hereby expressly excluded from this Indenture, as permitted by the TIA. Section 6.05 . Control by Majority. The Holders of a majority in aggregate Principal Amount of the Securities at the time outstanding may direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or of exercising any trust or power conferred on the Trustee. However, the Trustee may refuse to follow any direction that conflicts with law or this Indenture or that the Trustee determines in good faith is unduly prejudicial to the rights of other Securityholders or would involve the Trustee in personal liability unless the Trustee is offered indemnity satisfactory to it. This Section 6.05 shall be in lieu of Section 316(a)1(A) of the TIA and such Section 316(a)1(A) is hereby expressly excluded from this Indenture, as permitted by the TIA. Section 6.06 . Limitation on Suits. A Securityholder may not pursue any remedy with respect to this Indenture or the Securities unless: (a) the Holder gives to the Trustee written notice stating that an Event of Default is continuing; 31 (b) the Holders of at least 25% in aggregate Principal Amount of the Securities at the time outstanding make a written request to the Trustee to pursue the remedy; (c) such Holder or Holders offer to the Trustee security or indemnity satisfactory to the Trustee against any loss, liability or expense; (d) the Trustee does not comply with the request within 60 days after receipt of such notice, request and offer of security or indemnity; and (e) the Holders of a majority in aggregate Principal Amount of the Securities at the time outstanding do not give the Trustee a direction inconsistent with the request during such 60-day period. A Securityholder may not use this Indenture to prejudice the rights of any other Securityholder or to obtain a preference or priority over any other Securityholder. Section 6.07 . Rights of Holders to Receive Payment. Notwithstanding any other provision of this Indenture, the right of any Holder to receive payment of interest installments (including contingent interest, if any), Liquidated Damages, if any, the Principal Amount, Redemption Price, Purchase Price, Change in Control Purchase Price or interest, if any, due on overdue amounts in respect of the Securities held by such Holder, on or after the respective due dates expressed in the Securities, and to convert the Securities in accordance with Article 10, or to bring suit for the enforcement of any such payment on or after such respective dates or the right to convert, shall not be impaired or affected adversely without the consent of such Holder. Section 6.08 . Collection Suit by Trustee. If an Event of Default described in Section 6.01(a) or 6.01(b)occurs and is continuing, the Trustee may recover judgment in its own name and as trustee of an express trust against the Company for the whole amount owing with respect to the Securities and the amounts provided for in Section 7.07. Section 6.09 . Trustee May File Proofs of Claim. In case of the pendency of any receivership, insolvency, liquidation, bankruptcy, reorganization, arrangement, adjustment, composition or other judicial proceeding relative to the Company or any other obligor upon the Securities or the property of the Company or of such other obligor or their creditors, the Trustee (irrespective of whether interest installments (including contingent interest, if any), Liquidated Damages, if any, the Principal Amount, Redemption Price, Purchase Price, Change in Control Purchase Price or interest, if any, due on overdue amounts in respect of the Securities shall then be due and payable as therein expressed or by declaration or otherwise and irrespective of whether the Trustee shall have made any demand on the Company for the payment of any such amount) shall be entitled and empowered, by intervention in such proceeding or otherwise, (a) to file and prove a claim for any accrued and unpaid interest installments (including contingent interest, if any), Liquidated Damages, if any, the whole amount of the Principal Amount, Redemption Price, Purchase Price, Change in Control Purchase Price or interest, if any, due on overdue amounts in respect of the Securities, and to file such other papers or documents as may be necessary or advisable in order to have the claims of the Trustee (including any claim for 32 the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel or any other amounts due the Trustee under Section 7.07) and of the Holders allowed in such judicial proceeding, and (b) to collect and receive any moneys or other property payable or deliverable on any such claims and to distribute the same; and any custodian, receiver, assignee, trustee, liquidator, sequestrator or similar official in any such judicial proceeding is hereby authorized by each Holder to make such payments to the Trustee and, in the event that the Trustee shall consent to the making of such payments directly to the Holders, to pay the Trustee any amount due it for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, and any other amounts due the Trustee under Section 7.07. Nothing herein contained shall be deemed to authorize the Trustee to authorize or consent to or accept or adopt on behalf of any Holder any plan of reorganization, arrangement, adjustment or composition affecting the Securities or the rights of any Holder thereof, or to authorize the Trustee to vote in respect of the claim of any Holder in any such proceeding. Section 6.10 . Priorities. If the Trustee collects any money pursuant to this Article 6, it shall pay out the money in the following order: FIRST: to the Trustee for amounts due under Section 7.07; SECOND: to Securityholders for amounts due and unpaid on the Securities for any accrued and unpaid interest installments (including contingent interest, if any), the Principal Amount, Redemption Price, Purchase Price, Change in Control Purchase Price or interest, if any, due on overdue amounts in respect of the Securities, as the case may be, ratably, without preference or priority of any kind, according to such amounts due and payable on the Securities ; and THIRD: the balance, if any, to the Company. The Trustee may fix a record date and payment date for any payment to Securityholders pursuant to this Section 6.10. At least 15 days before such record date, the Trustee shall mail to each Securityholder and the Company a notice that states the record date, the payment date and the amount to be paid. Section 6.11 . Priorities. In any suit for the enforcement of any right or remedy under this Indenture or in any suit against the Trustee for any action taken or omitted by it as Trustee, a court in its discretion may require the filing by any party litigant (other than the Trustee) in the suit of an undertaking to pay the costs of the suit, and the court in its discretion may assess reasonable costs, including reasonable attorneys' fees and expenses, against any party litigant in the suit, having due regard to the merits and good faith of the claims or defenses made by the party litigant. This Section 6.11 does not apply to a suit by the Trustee, a suit by a Holder pursuant to Section 6.07 or a suit by Holders of more than 10% in aggregate Principal Amount of the Securities at the time outstanding. This Section 6.11 shall be in lieu of Section 315(e) of the 33 TIA and such Section 315(e) is hereby expressly excluded from this Indenture, as permitted by the TIA. Section 6.12 . Waiver of Stay, Extension or Usury Laws. The Company covenants (to the extent that it may lawfully do so) that it will not at any time insist upon, or plead, or in any manner whatsoever claim or take the benefit or advantage of, any stay or extension law or any usury or other law wherever enacted, now or at any time hereafter in force, which would prohibit or forgive the Company from paying all or any portion of any interest installment (including contingent interest, if any), Liquidated Damages, if any, the Principal Amount, Redemption Price, Purchase Price, Change in Control Purchase Price or interest, if any, due on overdue amounts in respect of the securities, as contemplated herein, or which may affect the covenants or the performance of this Indenture; and the Company (to the extent that it may lawfully do so) hereby expressly waives all benefit or advantage of any such law and covenants that it will not hinder, delay or impede the execution of any power herein granted to the Trustee, but will suffer and permit the execution of every such power as though no such law had been enacted. Article 7 TRUSTEE Section 7.01 . Duties of Trustee. If an Event of Default has occurred and is continuing, the Trustee shall exercise the rights and powers vested in it by this Indenture and use the same degree of care and skill in its exercise as a prudent person would exercise or use under the circumstances in the conduct of such person's own affairs. (b) Except during the continuance of an Event of Default: (i) the Trustee need perform only those duties that are specifically set forth in this Indenture and no others; and (ii) in the absence of bad faith on its part, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Trustee and conforming to the requirements of this Indenture, but in case of any such certificates or opinions which by any provision hereof are specifically required to be furnished to the Trustee, the Trustee shall examine the certificates and opinions to determine whether or not they conform to the requirements of this Indenture, but need not confirm or investigate the accuracy of mathematical calculations or other facts stated therein. This Section 7.01(b) shall be in lieu of Section 3.15(a) of the TIA and such Section 315(a) is hereby expressly excluded from this Indenture, as permitted by the TIA. (c) The Trustee may not be relieved from liability for its own negligent action, its own negligent failure to act or its own willful misconduct, except that: (i) this paragraph (c) does not limit the effect of paragraph (b) of this Section 7.01; 34 (ii) the Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer unless it is proved that the Trustee was negligent in ascertaining the pertinent facts; and (iii) the Trustee shall not be liable with respect to any action it takes or omits to take in good faith in accordance with a direction received by it pursuant to Section 6.05. Section 7.01(c)(i), (ii) and (iii) shall be in lieu of Sections 315(d)(1), 315(d)(2) and 315 (d)(3) of the TIA and such Sections 315(d)(1), 315(d)(2) and 315 (d) (3) are hereby expressly excluded from this Indenture, as permitted by the TIA. (d) Every provision of this Indenture that in any way relates to the Trustee is subject to Section 7.01(a), (b), (c) and (e). (e) The Trustee may refuse to perform any duty or exercise any right or power or expend or risk its own funds or otherwise incur any financial liability unless it receives indemnity satisfactory to it against any loss, liability or expense. (f) Money held by the Trustee in trust hereunder need not be segregated from other funds except to the extent required by law. The Trustee (acting in any capacity hereunder) shall be under no liability for interest on any money received by it hereunder unless otherwise agreed in writing with the Company. Section 7.02 . Rights of Trustee. Subject to its duties and responsibilities under the TIA, (a) the Trustee may conclusively rely and shall be protected in acting or refraining from acting upon any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture, note, other evidence of indebtedness or other paper or document reasonably believed by it to be genuine and to have been signed or presented by the proper party or parties; (b) whenever in the administration of this Indenture the Trustee shall deem it desirable that a matter be proved or established prior to taking, suffering or omitting any action hereunder, the Trustee (unless other evidence be herein specifically prescribed) may obtain and, in the absence of bad faith or negligence on its part, conclusively rely upon an Officers' Certificate and/or an Opinion of Counsel; (c) the Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents, attorneys, custodians or nominees and the Trustee shall not be responsible for any misconduct or negligence on the part of any agent, attorney, custodian or nominee appointed with due care by it hereunder; 35 (d) The Trustee shall not be liable for any action taken, suffered, or omitted to be taken by it in good faith which it reasonably believes to be authorized or within its rights or powers conferred under this Indenture; (e) The Trustee may consult with counsel selected by it and any advice or opinion of such counsel shall be full and complete authorization and protection in respect of any action taken or suffered or omitted by it hereunder in good faith and in accordance with such advice or opinion of such counsel. (f) the Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture at the request, order or direction of any of the Holders, pursuant to the provisions of this Indenture, unless such Holders shall have offered to the Trustee security or indemnity satisfactory to it against the costs, expenses and liabilities which may be incurred therein or thereby. (g) any request or direction of the Company mentioned herein shall be sufficiently evidenced by a Company Order and any resolution of the Board of Directors be sufficiently evidenced by a Board Resolution; (h) the Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture, note, other evidence of indebtedness or other paper or document, but the Trustee, in its discretion, may make such further inquiry or investigation into such facts or matters as it may see fit, and, if the Trustee shall determine to make such further inquiry or investigation, it shall be entitled, during normal business hours, to examine the books, records and premises of the Company, personally or by agent or attorney at the sole cost of the Company and shall incur no liability or additional liability of any kind by reason of such inquiry or investigation; (i) the Trustee shall not be deemed to have notice of any Default or Event of Default unless a Responsible Officer of the Trustee has actual knowledge thereof or unless written notice of any event which is in fact such a Default is received by the Trustee at the Corporate Trust Office of the Trustee, and such notice references the Securities and this Indenture; (j) the rights, privileges, protections, immunities and benefits given to the Trustee, including its right to be indemnified, are extended to, and shall be enforceable by, the Trustee in each of its capacities hereunder, and to each agent, custodian and other Person employed to act hereunder; and (k) the Trustee may request that the Company deliver an Officers' Certificate setting forth the names of individuals and/or titles of officers authorized at such time to take specified actions pursuant to this Indenture, which Officers' Certificate may be signed by any person authorized to sign an Officers' 36 Certificate, including any person specified as so authorized in any such certificate previously delivered and not superseded. (l) Neither the Trustee nor any of its officers, directors, employees or agents shall be liable for any action taken or omitted under this Indenture or in connection therewith except to the extent caused by the Trustee's gross negligence, bad faith or willful misconduct, as determined by the final judgment of a court of competent jurisdiction, no longer subject to appeal or review. Anything in this Indenture to the contrary notwithstanding, in no event shall the Trustee be liable for special, indirect or consequential loss or damage of any kind whatsoever (including but no limited to lost profits), even if the Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action. Section 7.03 . Individual Rights of Trustee. The Trustee in its individual or any other capacity may become the owner or pledgee of Securities and may otherwise deal with the Company or its Affiliates with the same rights it would have if it were not Trustee. Any Paying Agent, Registrar, Conversion Agent or co-registrar may do the same with like rights. However, the Trustee must comply with Sections 7.10 and 7.11. Section 7.04 . Trustee's Disclaimer. The Trustee makes no representation as to the validity or adequacy of this Indenture or the Securities, it shall not be accountable for the Company's use or application of the proceeds from the Securities, it shall not be responsible for any statement in any registration statement for the Securities under the Securities Act or in any offering document for the Securities, the Indenture or the Securities (other than its certificate of authentication), or the determination as to which beneficial owners are entitled to receive any notices hereunder. Section 7.05 . Notice of Defaults. If a Default occurs and if it is known to the Trustee, the Trustee shall give to each Securityholder notice of all current Defaults known to it within 90 days after any such Default occurs or, if later, within 15 days after it is known to the Trustee, unless such Default shall have been cured or waived before the giving of such notice. Notwithstanding the preceding sentence, except in the case of a Default described in Sections 6.01(a) and 6.01(b), the Trustee may withhold the notice if and so long as a committee of its Responsible Officers in good faith determines that withholding the notice is in the interests of Securityholders. The second sentence of this Section 7.05 shall be in lieu of the proviso to Section 315(b) of the TIA and such proviso is hereby expressly excluded from this Indenture, as permitted by the TIA. Section 7.06 . Reports by Trustee to Holders. Within 60 days after each May 15 beginning with the May 15 following the date of this Indenture, the Trustee shall mail to each Securityholder a brief report dated as of such May 15 that complies with TIA Section 313(a), if required by such Section 313(a). The Trustee also shall comply with TIA Section 313(b). A copy of each report at the time of its mailing to Securityholders shall be filed with the SEC and each securities exchange, if any, on which the Securities are listed. The Company 37 agrees to notify the Trustee promptly whenever the securities become listed on any Securities exchange and of any delisting thereof. Section 7.07 . Compensation and Indemnity. The Company agrees: (a) to pay to the Trustee from time to time, and the Trustee shall be entitled to, such compensation as the Company and the Trustee shall from time to time agree in writing for all services rendered by it hereunder (which compensation shall not be limited (to the extent permitted by law) by any provision of law in regard to the compensation of a trustee of an express trust); (b) to reimburse the Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance with any provision of this Indenture or any documents executed in connection herewith (including the reasonable compensation and the expenses, advances and disbursements of its agents and counsel), except any such expense, disbursement or advance as may be attributable to its negligence, bad faith or willful misconduct; and (c) to indemnify the Trustee or any predecessor Trustee and their agents, officers, directors and employees for, and to hold them harmless against, any loss, damage, claim, liability, cost or expense (including attorneys' fees and expenses and taxes (other than taxes based upon, measured by or determined by the income of the Trustee)) incurred without negligence, misconduct or bad faith on its part, arising out of or in connection with the acceptance or administration of this trust, including the costs and expenses of defending itself against any claim (whether asserted by the Company or any Holder or any other Person) or liability in connection with the exercise or performance of any of its powers or duties hereunder. To secure the Company's payment obligations in this Section 7.07, the Trustee shall have a lien prior to the Securities on all money or property held or collected by the Trustee, except that held in trust to pay interest installments (including contingent interest, if any), Liquidated Damages, if any, the Principal Amount, Redemption Price, Purchase Price, Change in Control Purchase Price or interest, if any, due on overdue amounts, as the case may be, in respect of any particular Securities. The Company's payment obligations pursuant to this Section 7.07 shall survive the discharge of this Indenture or the earlier termination or resignation of the Trustee. When the Trustee incurs expenses after the occurrence of a Default specified in Section 6.01(e) or Section 6.01(f), the expenses, including the reasonable charges and expenses of its counsel, are intended to constitute expenses of administration under any bankruptcy law. Section 7.08 . Replacement of Trustee. The Trustee may resign by so notifying the Company; provided, however, that no such resignation shall be effective until a successor Trustee has accepted its appointment pursuant to this Section 7.08. The Holders of a majority in 38 aggregate Principal Amount of the Securities at the time outstanding may remove the Trustee by so notifying the Trustee and the Company. The Company shall remove the Trustee if: (a) the Trustee fails to comply with Section 7.10; (b) the Trustee is adjudged bankrupt or insolvent; (c) a receiver or public officer takes charge of the Trustee or its property; or (d) the Trustee otherwise becomes incapable of acting. If the Trustee resigns or is removed or if a vacancy exists in the office of Trustee for any reason, the Company shall promptly appoint, by resolution of its Board of Directors, a successor Trustee. A successor Trustee shall deliver a written acceptance of its appointment to the retiring Trustee and to the Company satisfactory in form and substance to the retiring Trustee and the Company. Thereupon the resignation or removal of the retiring Trustee shall become effective, and the successor Trustee shall have all the rights, powers and duties of the Trustee under this Indenture. The successor Trustee shall mail a notice of its succession to Securityholders. The retiring Trustee shall promptly transfer all property held by it as Trustee to the successor Trustee, subject to the lien provided for in Section 7.07. If a successor Trustee does not take office within 30 days after the retiring Trustee gives its notice of resignation or is removed, the retiring Trustee, the Company or the Holders of a majority in aggregate Principal Amount of the Securities at the time outstanding may petition any court of competent jurisdiction at the expense of the Company for the appointment of a successor Trustee. If the Trustee fails to comply with Section 7.10, any Securityholder may petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor Trustee. Section 7.09 . Successor Trustee by Merger. If the Trustee consolidates with, merges or converts into, or transfers all or substantially all its corporate trust business or assets (including the administration of the trust created by this Indenture) to, another corporation, the resulting, surviving or transferee corporation without any further act shall be the successor Trustee. Section 7.10 . Eligibility; Disqualification. The Trustee shall at all times satisfy the requirements of TIA Section 310(a)(1). The Trustee (or its parent holding company) shall have a combined capital and surplus of at least $50,000,000 as set forth in its most recent published annual report of condition. Nothing herein contained shall prevent the Trustee from filing with the SEC the application referred to in the penultimate paragraph of TIA Section 310(b). The Trustee shall comply with TIA Section 310(b); provided, however, that there shall be excluded from the operation of TIA Section 310(b)(1) any indenture or indentures under which other securities or certificates of interest or participation in other securities of the Company are outstanding if the requirements for such exclusion set forth in TIA Section 310(b)(1) are met. 39 Section 7.11 . Preferential Collection of Claims Against Company. The Trustee shall comply with TIA Section 311(a), excluding any creditor relationship listed in TIA Section 311(b). A Trustee who has resigned or been removed shall be subject to TIA Section 311(a) to the extent indicated therein. Article 8 DISCHARGE OF INDENTURE Section 8.01 . Discharge of Liability on Securities. When (i) the Company delivers to the Trustee all outstanding Securities (other than Securities replaced pursuant to Section 2.07) for cancellation or (ii) all outstanding Securities have become due and payable and the Company deposits with the Trustee cash sufficient to pay all amounts due and owing on all outstanding Securities (other than Securities replaced pursuant to Section 2.07), and if in either case the Company pays all other sums payable hereunder by the Company, then this Indenture shall, subject to Section 7.07, cease to be of further effect. The Trustee shall join in the execution of a document prepared by the Company acknowledging satisfaction and discharge of this Indenture on demand at the cost and expense of the Company and accompanied by an Officers' Certificate and Opinion of Counsel. Section 8.02 . Repayment to the Company. The Trustee and the Paying Agent shall return to the Company upon written request any money held by them for the payment of any amount with respect to the Securities that remains unclaimed for two years, subject to applicable unclaimed property law. After return to the Company, as applicable, Holders entitled to the money must look to the Company for payment as general creditors unless an applicable abandoned property law designates another person and the Trustee and the Paying Agent shall have no further liability to the Securityholders with respect to such money or securities for that period commencing after the return thereof. Article 9 AMENDMENTS Section 9.01 . Without Consent of Holders. The Company and the Trustee may amend or supplement this Indenture or the Securities without notice to or consent of any Securityholder: (a) to comply with Article 5 or Section 10.12; (b) to cure any ambiguity, omission, defect or inconsistency, or to make any other change that does not adversely affect the rights of any Securityholder; (c) to make provisions with respect to the conversion right of the Holders pursuant to the requirements of Section 10.12 and Section 10.01; (d) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee with respect to the Securities; or 40 (e) to comply with the provisions of the TIA, or with any requirement of the SEC arising as a result of the qualification of this Indenture under the TIA. Section 9.02 . With Consent of Holders. The Company and the Trustee may amend or supplement this Indenture or the Securities without notice to any Securityholder but with the written consent of the Holders of a majority in aggregate principal amount of the Securities then outstanding. The Holders of a majority in aggregate principal amount of the Securities then outstanding may waive compliance by the Company with restrictive provisions of this Indenture other than as set forth in this Section 9.02 below, and waive any past Default under this Indenture and its consequences, except a Default in the payment of the principal of or interest on any Security or in respect of a provision which under this Indenture cannot be modified or amended without the consent of the Holder of each outstanding Security affected. Subject to Section 9.04, without the written consent of each Securityholder affected, however, an amendment, supplement or waiver, including a waiver pursuant to Section 6.04, may not: (a) change the Stated Maturity of the principal of, or any payment date of any installment of interest (including contingent interest, if any) or Liquidated Damages, if any, on, any Security; (b) reduce the principal amount of, or the rate of interest (including contingent interest, if any) or Liquidated Damages, if any, on, any Security, whether upon acceleration, redemption or otherwise, or alter the manner of calculation of interest or Liquidated Damages, if any, or the rate of accrual thereof on any Security; (c) change the currency for payment of principal of, or interest (including contingent interest, if any) or Liquidated Damages, if any, on any Security; (d) impair the right to institute suit for the enforcement of any payment of principal of, or interest (including contingent interest, if any) or Liquidated Damages, if any, on, any Security when due; (e) adversely affect the conversion rights provided in Article 10; (f) modify the provisions of this Indenture requiring the Company to make an offer to repurchase Securities upon a Change in Control or to repurchase the Securities at the option of the Holders pursuant to Section 3.08 in any case in a manner adverse to the Holders of the Securities; (g) reduce the percentage of principal amount of the outstanding Securities necessary to modify or amend this Indenture or to consent to any waiver provided for in this Indenture; 41 (h) waive a Default in the payment of the principal amount of, or interest (including contingent interest, if any) or Liquidated Damages, if any, on, any Security (except as provided in Section 6.02); or (i) make any changes in Section 6.04, Section 6.07 or this paragraph. It shall not be necessary for the consent of the Holders under this Section 9.02 to approve the particular form of any proposed amendment, supplement or waiver, but it shall be sufficient if such consent approves the substance thereof. After an amendment under this Section 9.02 becomes effective, the Company shall mail to each Holder a notice briefly describing the amendment. Failure to mail the notice or a defect in the notice shall not effect the validity of the amendment. Section 9.03 . Compliance with Trust Indenture Act. Every supplemental indenture executed pursuant to this Article shall comply with the TIA. Section 9.04 . Revocation and Effect of Consents. Until an amendment, waiver or other action by Holders becomes effective, a consent thereto by a Holder of a Security hereunder is a continuing consent by the Holder and every subsequent Holder of that Security or portion of the Security that evidences the same obligation as the consenting Holder's Security, even if notation of the consent, waiver or action is not made on the Security. However, any such Holder or subsequent Holder may revoke the consent, waiver or action as to such Holder's Security or portion of the Security if the Trustee receives the notice of revocation before the date the amendment, waiver or action becomes effective. After an amendment, waiver or action becomes effective, it shall bind every Securityholder. Section 9.05 . Notation on or Exchange of Securities. Securities authenticated and delivered after the execution of any supplemental indenture pursuant to this Article 9 may, and shall if required by the Trustee, bear a notation in form approved by the Trustee as to any matter provided for in such supplemental indenture. If the Company shall so determine, new Securities so modified as to conform, in the opinion of the Trustee and the Board of Directors of the Company, to any such supplemental indenture may be prepared and executed by the Company and authenticated and delivered by the Trustee in exchange for outstanding Securities. Section 9.06 . Trustee to Sign Supplemental Indentures. The Trustee shall sign any supplemental indenture authorized pursuant to this Article 9 if the amendment contained therein does not adversely affect the rights, duties, liabilities or immunities of the Trustee. If it does, the Trustee may, but need not, sign such supplemental indenture. In signing such supplemental indenture the Trustee shall receive, and (subject to the provisions of Section 7.01) shall be fully protected in relying upon, an Officers' Certificate and an Opinion of Counsel stating that such amendment is authorized or permitted by this Indenture. Section 9.07 . Effect of Supplemental Indentures. Upon the execution of any supplemental indenture under this Article 9, this Indenture shall be modified in accordance therewith, and such supplemental indenture shall form a part of this Indenture for all purposes, and every Holder of Securities theretofore or thereafter authenticated and delivered hereunder shall be bound thereby. 42 Article 10 CONVERSIONS Section 10.01 . Conversion Privilege. Subject to the provisions of this Article 10, a Holder of a Security may convert such Security into Class A Common Stock (the shares of Class A Common Stock issuable upon such conversion, the "CONVERSION SHARES"), at the Conversion Price then in effect, together with those rights, warrants or options specified in Section 10.06(f) hereof, to the extent applicable, if any of the following conditions is satisfied: (a) during any calendar quarter (the "QUARTER") commencing after June 30, 2002, if the Closing Price (as defined hereinafter) per share of Class A Common Stock for at least 20 Trading Days in the period of 30 consecutive Trading Days ending on the last Trading Day of the Quarter preceding the Quarter in which the conversion of such Security occurs is more than 110% of the Conversion Price on such thirtieth Trading Day; (b) the Security has been called for redemption by the Company pursuant to Section 3.01; (c) the conversion of such Security occurs during the five Trading Day period immediately following a period of nine consecutive Trading Days in which the Security Trading Price (as determined following a request by a Holder of the Securities in accordance with the procedures set forth below in this Section 10.01) for each Trading Day in such period was less than 95% of the product of the Closing Price per share of Class A Common Stock on such Trading Day multiplied by the number of shares of Class A Common Stock issuable (assuming satisfaction of conditions to conversion) upon conversion of $1,000 in principal amount of the Securities (the condition specified in this clause (e) being the "95% TRADING CONDITION"); (d) (i) an issuance of rights, warrants or options referred to in Section 10.06(b) occurs or (ii) a distribution referred to in Section 10.06(c) occurs where the fair market value of such distribution per share of Class A Common Stock (as determined by the Board of Directors of the Company, which determination shall be conclusive evidence of such fair market value) exceeds 10% of the Closing Price per share of Class A Common Stock on the Trading Day immediately preceding the date of declaration of such distribution; or (e) (x) the Company is party to a consolidation, merger, share exchange, sale of all or substantially all of its assets or other similar transaction pursuant to which the Class A Common Stock is subject to conversion into shares of stock, other securities or property (including cash) pursuant to Section 10.12 and (y) the conversion of such Security occurs at any time from and after the date that is 15 days prior to the date of the anticipated effective time of such transaction until and including the date that is 15 days after the actual effective date of such transaction. 43 In the case of the foregoing clauses (d)(i) and (ii), the Company must notify the Holders at least 20 days prior to the ex-dividend date for such issuance or distribution. Once the Company has given such notice, Holders may surrender their Securities for conversion at any time thereafter until the earlier of the close of business on the Business Day prior to the ex-dividend date or the Company's announcement that such issuance or distribution will not take place. This provision shall not apply if the Holder of a Security otherwise participates in the distribution without conversion. The "EX-DIVIDEND DATE" for any such issuance or distribution means the date immediately prior to the commencement of "ex-dividend" trading for such issuance or distribution on The New York Stock Exchange or such other national securities exchange or The Nasdaq Stock Market or similar system of automated dissemination of quotations of securities prices on which the Class A Common Stock is then listed or quoted. The number of shares of Class A Common Stock issuable upon conversion of a Security shall be determined by dividing the principal amount of the Security or portion thereof surrendered for conversion by the Conversion Price in effect on the Conversion Date. The initial Conversion Price is set forth in paragraph 8 of the Securities and is subject to adjustment as provided in this Article 10. A Holder may convert a portion of a Security equal to $1,000 or any integral multiple thereof. Provisions of this Indenture that apply to conversion of all of a Security also apply to conversion of a portion of a Security. If a Security is called for redemption pursuant to Article 3, the right to convert such Security shall terminate at the close of business on the second Business Day before the redemption date for such Security (unless the Company shall default in making the redemption payment then due, in which case the conversion right shall terminate on the date such Default is cured and such Security is redeemed). A Security in respect of which a Holder has delivered a Purchase Notice pursuant to Section 3.08 or a Change in Control Purchase Notice pursuant to Section 3.09 exercising the option of such Holder to require the Company to repurchase such Security may be converted only if such Purchase Notice or Change in Control Purchase Notice, as the case may be, is withdrawn by a written notice of withdrawal delivered to the Paying Agent prior to the close of business on the Business Day prior to the Purchase Date or prior to the close of business on the Change in Control Purchase Date, as the case may be, in accordance with Section 3.10. A Holder of Securities is not entitled to any rights of a holder of Class A Common Stock until such Holder has converted its Securities into Class A Common Stock and, upon such conversion, only to the extent such Securities are deemed to have been converted into Class A Common Stock pursuant to this Article 10. The "SECURITY TRADING PRICE" per $1,000 in principal amount of Securities on any date of determination means the average of the secondary market bid quotations per $1,000 in principal amount of Securities obtained by the Conversion Agent for $5,000,000 in principal amount of Securities at approximately 3:30 p.m., New York City time, on such determination date from three independent nationally recognized securities dealers selected by the Company; 44 provided that if at least three such bids cannot reasonably be obtained by the Conversion Agent, but two such bids are obtained, then the average of the two bids shall be used, and if only one such bid can reasonably be obtained by the Conversion Agent, such one bid shall be used. If the Conversion Agent cannot reasonably obtain at least one bid for $5,000,000 in principal amount of Securities from a nationally recognized securities dealer or, in the reasonable judgment of the Company, the bid quotations are not indicative of the secondary market value of the Securities, then the Security Trading Price will be determined in good faith by the calculation agent (which shall initially be the Trustee unless the Trustee shall have appointed a calculation agent, which may be any investment bank with a national or international reputation with experience in such matters, including the Initial Purchaser or its successors) taking into account in such determination such factors as it, in its sole discretion after consultation with the Company, deems appropriate. Other than in connection with a determination of whether contingent interest shall be payable, the Conversion Agent shall have no obligation to determine the Security Trading Price unless the Company has requested such determination; and the Company shall have no obligation to make such request unless a Holder of the Securities provides the Company with reasonable evidence that the Security Trading Price would be less than 95% of the product of the Closing Price per share of the Class A Common Stock and the number of shares of Class A Common Stock issuable upon conversion of $1,000 in principal amount of Securities (assuming satisfaction of conditions to such conversion); at which time the Company shall instruct the Conversion Agent to determine the Security Trading Price beginning on the next Trading Day and on each successive Trading Day until the Security Trading Price is greater than or equal to 95% of the product of the Closing Price per share of Class A Common Stock and the number of shares of Class A Common Stock issuable upon conversion of $1,000 in principal amount of Securities (assuming satisfaction of conditions to such conversion). Section 10.02 . Conversion Procedure. To convert a Security, a Holder must satisfy the requirements in paragraph 8 of the Securities and (i) complete and manually sign the conversion notice on the back of the Security and deliver such notice to the Conversion Agent, (ii) surrender the Security to the Conversion Agent, (iii) furnish appropriate endorsements and transfer documents if required by the Registrar or the Conversion Agent, (iv) pay any transfer or other tax, if required by Section 10.04 and (v) if the Security is held in book-entry form, complete and deliver to the Depositary appropriate instructions pursuant to the Depositary's book-entry conversion programs. The date on which the Holder satisfies all of the foregoing requirements is the "Conversion Date". As soon as practicable after the Conversion Date, the Company shall deliver to the Holder through the Conversion Agent either (i) a certificate for or (ii) a book-entry notation of the number of whole shares of Class A Common Stock issuable upon the conversion and cash in lieu of any fractional shares pursuant to Section 10.05; provided, however, that in the event of a Principal Value Conversion referred to below in this Section 10.02, the Company shall deliver to the Holder through the Conversion Agent such cash and/or Class A Common Stock as shall be specified in the Principal Value Conversion Notice pertaining to such Principal Value Conversion. The person in whose name the certificate is registered shall be deemed to be a stockholder of record on the Conversion Date; provided, however, that no surrender of a Security on any date when the stock transfer books of the Company shall be closed shall be effective to constitute the person or persons entitled to receive the shares of Class A Common Stock upon such conversion as the record holder or holders of such shares of Class A Common Stock on 45 such date, but such surrender shall be effective to constitute the person or persons entitled to receive such shares of Class A Common Stock as the record holder or holders thereof for all purposes at the close of business on the next succeeding day on which such stock transfer books are open; provided, further, that such conversion shall be at the Conversion Price in effect on the date that such Security shall have been surrendered for conversion, as if the stock transfer books of the Company had not been closed. Upon conversion of a Security, such person shall no longer be a Holder of such Security. No payment or adjustment will be made for accrued interest, if any (including contingent interest, if any), or Liquidated Damages, if any, on a converted Security or for dividends or distributions on shares of Class A Common Stock issued upon conversion of a Security (provided that the shares of Class A Common Stock received upon conversion of Securities shall continue to accrue Liquidated Damages, as applicable, in accordance with the Registration Rights Agreement and shall be entitled to receive, at the next interest payment date, any accrued and unpaid Liquidated Damages with respect to the converted Securities), but if any Holder surrenders a Security for conversion between the record date for the payment of an installment of interest and the next interest payment date, then, notwithstanding such conversion, the interest (including contingent interest, if any) or Liquidated Damages, if any, payable on such interest payment date shall be paid to the Holder of such Security on such record date. In such event, such Security, when surrendered for conversion, must be accompanied by delivery of a check payable to the Conversion Agent in an amount equal to the interest (including contingent interest, if any) or Liquidated Damages, if any, payable on such interest payment date on the portion so converted. If such payment does not accompany such Security, the Security shall not be converted; provided, however, that no such check shall be required if such Security has been called for redemption on a redemption date within the period between and including such record date and such interest payment date, or if such Security is surrendered for conversion on the interest payment date. If the Company defaults in the payment of interest (including contingent interest, if any) or Liquidated Damages, if any, payable on the interest payment date, the Conversion Agent shall repay such funds to the Holder. If a Holder converts more than one Security at the same time, the number of shares of Class A Common Stock issuable upon the conversion shall be based on the aggregate principal amount of Securities converted. Upon surrender of a Security that is converted in part, the Company shall execute, and the Trustee shall authenticate and deliver to the Holder, a new Security equal in principal amount to the unconverted portion of the Security surrendered. If on the date of conversion of a Security pursuant to the 95% Trading Condition the Closing Price per share of Class A Common Stock is greater than the Conversion Price, the Company may elect to pay to the Holder of such Security, in lieu of issuance of Conversion Shares based on the Conversion Price, cash or Class A Common Stock or a combination of cash and Class A Common Stock, at the Company's option, with a value equal to the principal amount of the Security surrendered for conversion as of such Conversion Date (a "PRINCIPAL VALUE CONVERSION"). The Company shall notify the surrendering Holder of any Security whose conversion is a Principal Value Conversion and the Trustee (such notice being a "PRINCIPAL VALUE CONVERSION NOTICE") of such Principal Value Conversion by the second Trading Day 46 following the Conversion Date for such conversion whether the Company shall pay to such Holder all or a portion of the principal amount of such Security in cash, Class A Common Stock or a combination of cash and Class A Common Stock and, if a combination, the percentages of the principal amount in respect of which it will pay in cash or Class A Common Stock. The Company may not change its election with respect to the consideration (or components or percentages of components thereof) to be paid upon a Principal Value Conversion once the Company has given its Principal Value Conversion Notice to the Holder surrendering such Security whose conversion is a Principal Value Conversion. Any Class A Common Stock to be delivered upon a Principal Value Conversion shall be valued at the greater of (x) the Conversion Price on the Conversion Date for such conversion and (y) the Closing Price per share of Class A Common Stock on the third Trading Day after such Conversion Date. The Company shall pay any portion of the principal amount to be paid in cash in a Principal Value Conversion on the third Trading Day after the Conversion Date for such conversion. With respect to any portion of the principal amount to be paid in Class A Common Stock in a Principal Value Conversion, the Company shall deliver the Class A Common Stock to the Holder of the Security surrendered for conversion in such Principal Value Conversion on the fourth Trading Day following the Conversion Date for such conversion. Section 10.03 . Adjustments Below Par Value. Before taking any action which would cause an adjustment decreasing the Conversion Price so that the shares of Class A Common Stock issuable upon conversion of the Securities would be issued for less than the par value of such Class A Common Stock, the Company will take all corporate action which may be necessary in order that the Company may validly and legally issue fully paid and nonassessable shares of such Class A Common Stock at such adjusted Conversion Price. Section 10.04 . Taxes on Conversion. If a Holder converts a Security, the Company shall pay any documentary, stamp or similar issue or transfer tax due on the issue of shares of Class A Common Stock upon such conversion. However, the Holder shall pay any such tax which is due because the Holder requests the shares to be issued in a name other than the Holder's name. The Conversion Agent may refuse to deliver the certificates representing the Class A Common Stock being issued in a name other than the Holder's name until the Conversion Agent receives a sum sufficient to pay any tax which will be due because the shares are to be issued in a name other than the Holder's name. Nothing herein shall preclude any tax withholding required by law or regulations. Section 10.05 . Company to Provide Stock. The Company shall, prior to issuance of any Securities hereunder, and from time to time as may be necessary, reserve, out of its authorized but unissued Class A Common Stock a sufficient number of shares of Class A Common Stock to permit the conversion of all outstanding Securities for shares of Class A Common Stock. The shares of Class A Common Stock or other securities issued upon conversion of Securities bearing a Legend as provided in Section 2.06(f) shall bear a legend substantially in the following form: "THIS SECURITY (OR ITS PREDECESSOR) WAS ORIGINALLY ISSUED IN A TRANSACTION EXEMPT FROM REGISTRATION UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND THIS 47 SECURITY MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN APPLICABLE EXEMPTION THEREFROM. EACH PURCHASER OF THIS SECURITY IS HEREBY NOTIFIED THAT THE SELLER OF THIS SECURITY MAY BE RELYING ON THE EXEMPTION FROM THE PROVISIONS OF SECTION 5 OF THE SECURITIES ACT PROVIDED BY RULE 144A THEREUNDER. THE HOLDER OF THIS SECURITY AGREES FOR THE BENEFIT OF THE COMPANY THAT (A) THIS SECURITY MAY BE OFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED, ONLY (I) TO A PERSON WHOM THE SELLER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT) IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A, (II) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT PROVIDED BY RULE 144 THEREUNDER (IF AVAILABLE) OR (III) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, IN EACH OF CASES (I) THROUGH (III) IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES, AND (B) THE HOLDER WILL, AND EACH SUBSEQUENT HOLDER IS REQUIRED TO, NOTIFY ANY PURCHASER OF THIS SECURITY FROM IT OF THE RESALE RESTRICTIONS REFERRED TO IN (A) ABOVE." No fractional shares of Class A Common Stock shall be issued upon conversion of Securities. If more than one Security shall be surrendered for conversion at one time by the same holder, the number of full shares which shall be issuable upon conversion shall be computed on the basis of the aggregate principal amount of the Securities (or specified portions thereof to the extent permitted hereby) so surrendered. If any fractional share of Class A Common Stock would be issuable upon the conversion of any Security or Securities, the Company shall make an adjustment thereof in cash at the current market value thereof. For these purposes, the current market value of a share of Class A Common Stock shall be the Closing Price per share of Class A Common Stock on the first Business Day immediately preceding the day on which the Securities (or specified portions thereof) are deemed to have been converted. The Company covenants that all shares of Class A Common Stock delivered upon conversion of the Securities shall be newly issued shares or treasury shares, shall be duly authorized, validly issued, fully paid and non-assessable and shall be free from preemptive rights and free of any lien or adverse claim. The Company will endeavor promptly to comply with all federal and state securities laws regulating the offer and delivery of shares of Class A Common Stock upon conversion of Securities, if any, and will list or cause to have quoted such shares of Class A Common Stock on each national securities exchange or in the over-the-counter market or such other market on which the Class A Common Stock is then listed or quoted. Section 10.06 . Adjustment of Conversion Price. The conversion price (the "Conversion Price") shall be that price set forth in paragraph 8 of the form of Security attached hereto as Exhibit A and shall be adjusted from time to time by the Company as follows: 48 (a) In case the Company shall (i) pay a dividend or other distribution in shares of Class A Common Stock or other Capital Stock to all holders of Common Stock, (ii) subdivide its outstanding Common Stock into a greater number of shares, (iii) combine its outstanding Common Stock into a smaller number of shares or (iv) reclassify its outstanding Common Stock, the Conversion Price in effect immediately prior thereto shall be adjusted so that the Holder of any Security thereafter surrendered for conversion shall be entitled to receive the number of shares of Capital Stock which it would have owned or have been entitled to receive had such Security been converted immediately prior to the happening of such event. An adjustment made pursuant to this subsection (a) shall become effective immediately after the record date in the case of a dividend or distribution and shall become effective immediately after the effective date in the case of subdivision, combination or reclassification. (b) In case the Company shall issue to all holders of its Class A Common Stock, rights, warrants or options entitling such holders (for a period commencing no earlier than the record date described below and expiring not more than 60 days after such record date) to subscribe for or purchase shares of Common Stock (or securities convertible into Common Stock) at a price per share less than the current market price per share of Common Stock (as determined in accordance with subsection (e) below) at the record date for the determination of stockholders entitled to receive such rights, warrants or options, the Conversion Price in effect immediately prior thereto shall be adjusted so that the Conversion Price shall equal the price determined by multiplying the Conversion Price in effect immediately prior to such record date by a fraction, the numerator of which shall be the number of shares of Common Stock outstanding on such record date, plus the number of shares which the aggregate subscription or purchase price for the total number of shares of Common Stock offered by the rights, warrants or options so issued (or the aggregate conversion price of the convertible securities offered by such rights, warrants or options) would purchase at such current market price, and the denominator of which shall be the number of shares of Common Stock outstanding on such record date plus the number of additional shares of Common Stock offered by such rights, warrants or options (or into which the convertible securities so offered by such rights, warrants or options are convertible). Such adjustment shall be made successively whenever any such rights, warrants or options are issued, and shall become effective immediately after such record date. If at the end of the period during which such rights, warrants or options are exercisable not all rights, warrants or options shall have been exercised, the adjusted Conversion Price shall be immediately readjusted to what it would have been upon application of the foregoing adjustment substituting the number of additional shares of Common Stock actually issued (or the number of shares of Common Stock issuable upon conversion of convertible securities actually issued) for the total number of shares of Common Stock offered (or the convertible securities offered). 49 (c) In case the Company shall distribute to all holders of its Class A Common Stock any shares of Capital Stock of the Company (other than Common Stock) or evidences of its indebtedness, cash, other securities or other assets, or shall distribute to all holders of its Class A Common Stock, rights, warrants or options to subscribe for or purchase any of its securities (excluding (i) rights, options and warrants referred to in Section 10.06(b) above; (ii) those dividends, distributions, subdivisions and combinations referred to in Section 10.06(a) above; and (iii) dividends and distributions paid in cash in an aggregate amount that, combined together with (A) all other such cash distributions made within the preceding 12 months in respect of which no adjustment has been made under this 0 and (B) the fair market value of consideration payable in respect of any repurchases (including by way of tender offers) by the Company or any of its Subsidiaries or Affiliates, of Common Stock concluded within the preceding 12 months, in each case in respect of which no adjustment has been made under this Section 10.06, does not exceed 5% of Market Capitalization as of the record date for such distribution), then in each such case the Conversion Price shall be adjusted so that the same shall equal the price determined by multiplying the Conversion Price in effect immediately prior to the date of such distribution by a fraction, the numerator of which shall be the current market price per share (as defined in Section 10.06(e) below) of the Common Stock on the record date mentioned below less the fair market value on such record date (as determined by the Board of Directors of the Company, whose determination shall be conclusive evidence of such fair market value) of the portion of the Capital Stock or evidences of indebtedness, securities or assets so distributed or of such rights, warrants or options, in each case as applicable, to one share of Common Stock, and the denominator of which shall be the current market price per share (as defined in Section 10.06(e) below) of the Common Stock on such record date. Such adjustment shall become effective immediately after the record date for the determination of stockholders entitled to receive such distribution. (d) In case the Company or any of its Subsidiaries shall repurchase (including by way of tender offer, but excluding shares purchased in connection with the initial offering of the Securities) shares of Common Stock, and the fair market value of the sum of (i) the aggregate consideration paid for such Common Stock, (ii) the aggregate fair market value of cash dividends and distributions of the type described in clause (iii) of the preceding paragraph (c) paid within the twelve (12) months preceding the date of purchase of such shares of Common Stock in respect of which no adjustment pursuant to this Section 10.06 previously has been made, and (iii) the aggregate fair market value of any amounts previously paid for the repurchase of Common Stock of a type described in this paragraph (d) within the twelve (12) months preceding the date of purchase of such shares of Common Stock in respect of which no adjustment pursuant to this Section 10.06 previously has been made, exceeds 5% of Market Capitalization on the date of, and after giving effect to, such repurchase, then the Conversion Price shall be adjusted so that the same shall equal the price determined by multiplying the Conversion Price in effect 50 immediately prior to the date of such purchase by a fraction, the numerator of which shall be the current market price per share (as defined in Section 10.06(e) below) of the Class A Common Stock on the date of such repurchase, less the quotient obtained by dividing the Aggregate Market Premium involved in such repurchase (as defined hereinafter) by the difference between the number of shares of Common Stock outstanding before such repurchase and the number of shares of Common Stock the subject of such repurchase, and the denominator of which shall be the current market price per share (as defined in Section 10.06(e) below) of the Common Stock on the date of such repurchase. Such adjustment shall become effective immediately after the date of such repurchase. For purposes of this subsection (d), the "AGGREGATE MARKET PREMIUM" is the excess, if any, of the aggregate repurchase price paid for all such Common Stock over the aggregate current market value per share (as defined in subsection (e) below) of all such repurchased stock, determined with respect to each share involved in each such repurchase as of the date of repurchase with respect to such share. (e) In case someone other than the Company or one of its subsidiaries makes a payment in respect of a tender offer or exchange offer for shares of Class A Common Stock in which, as of the closing date of the offer, the Company's board of directors is not recommending rejection of the offer, the Conversion Price will be adjusted as provided in subsection (d) above. The adjustment referred to in this clause will only be made if: (i) the tender offer or exchange offer is for an amount that increases the offeror's ownership of common stock to more than 25% of the total shares of the Company's Common Stock outstanding; and (ii)cash and value of any other consideration included in the payment per share of Common Stock exceeds the current market price per share of Common Stock on the Business Day next succeeding the last date on which tenders or exchanges may be made pursuant to the tender or exchange offer. However, the adjustment referred to in this subsection (e) will not be made if as of the closing of the offer, the offering documents disclose a plan or an intention to cause the Company to engage in a consolidation or merger of the Company or a sale of all or substantially all of the Company's assets. For the purpose of any computation under Section 10.06(b), (c) and (d) above and this Section 10.06(e) above, the current market price per share of Common Stock on any date shall be deemed to be the average of the Closing Prices per share of Class A Common Stock for 20 consecutive Trading Days commencing 30 Trading Days before the record date with respect to any distribution, issuance or other event requiring such computation. The "CLOSING PRICE" with respect to the Class A Common Stock for any day shall mean the closing sale price, regular way, per share of Class A Common Stock on such day or, in case no such sale of Class A 51 Common Stock takes place on such day, the average of the reported closing bid and asked prices, regular way, per share of Class A Common Stock in each case on the New York Stock Exchange, the Nasdaq Stock Market or principal national security exchange or other quotation system on which the Class A Common Stock is quoted or listed or admitted to trading on such day, or, if the Class A Common Stock is not so quoted or listed or admitted to trading on any national securities exchange or quotation system, the average of the closing bid and asked prices per share of Class A Common Stock on the over-the-counter market on the day in question as reported by the National Quotation Bureau Incorporated, or a similar generally accepted reporting service, or, if such average is not so available, determined in such manner as furnished by any New York Stock Exchange member firm selected from time to time by the Board of Directors for that purpose, or if not so determinable as provided under any applicable alternative above, a price per share of Class A Common Stock determined in good faith by the Board of Directors or, to the extent permitted by applicable law, a duly authorized committee thereof, whose determination shall be conclusive. "MARKET CAPITALIZATION" means, as of any date of calculation, the Closing Price of the Class A Common Stock on the Trading Day immediately prior to such date of calculation multiplied by the aggregate number of shares of Class A Common Stock and Class B Common Stock outstanding on the Trading Day immediately prior to such date of calculation. (f) If the rights provided for in the Company's rights agreement dated as of August 17, 1995, as amended, (the "STOCKHOLDER RIGHTS PLAN") have separated from the Company's Class A Common Stock in accordance with the provisions of the Stockholder Rights Plan so that the Holders of the Securities would not be entitled to receive any rights in respect of Class A Common Stock issuable upon conversion of the Securities, the Conversion Price will be adjusted as provided in paragraph (c) above, subject to readjustment in the event of the expiration, termination or redemption of the rights. In lieu of any such adjustment, the Company may amend its Stockholder Rights Plan to provide that upon conversion of the Securities the Holders will receive, in addition to Class A Common Stock issuable upon such conversion, the rights which would have attached to such shares of Class A Common Stock if the rights had not become separated from the Class A Common Stock under the Company's Stockholder Rights Plan. To the extent that the Company adopts any future rights plan, upon conversion of the Securities into Class A Common Stock, Securityholders will receive, in addition to Class A Common Stock, the rights under the future rights plan whether or not the rights have separated from the Class A Common Stock at the time of conversion and no adjustment to the Conversion Price will be made in accordance with paragraph (c). In any case in which this Section 10.06 shall require that an adjustment be made immediately following a record date established for purposes of Section 10.06, the Company may elect to defer (but only until five Business Days following the filing by the Company with the Trustee of the certificate described in Section 10.06 issuing to the holder of any Security converted after such record date the shares of Class A Common Stock and other Capital Stock of the Company issuable upon such conversion over and above the shares of Class A Common 52 Stock and other Capital Stock of the Company issuable upon such conversion only on the basis of the Conversion Price prior to adjustment; and, in lieu of the shares the issuance of which is so deferred, the Company shall issue or cause its transfer agents to issue due bills or other appropriate evidence of the right to receive such shares. If after an adjustment a Holder of a Security upon conversion of such Security may receive shares of two or more classes of Capital Stock of the Company, the Conversion Price shall thereafter be subject to adjustment upon the occurrence of an action taken with respect to any such class of Capital Stock as is contemplated by this Article 10 with respect to the Class A Common Stock, on terms comparable to those applicable to Class A Common Stock in this Article 10. Section 10.07 . No Adjustment. No adjustment in the Conversion Price shall be required unless the adjustment would require an increase or decrease of at least 1% in the Conversion Price as last adjusted; provided, however, that any adjustments which by reason of this Section 10.07 are not required to be made shall be carried forward and taken into account in any subsequent adjustment. All calculations under this Article 10 shall be made to the nearest cent or to the nearest one-hundredth of a share, as the case may be. No adjustment need be made for a transaction referred to in Section 10.06 if Holders are to participate in the transaction on a basis and with notice that the Board of Directors determines to be fair and appropriate in light of the basis and notice on which holders of Class A Common Stock participate in the transaction. Such participation by Holders may include participation upon conversion; provided that an adjustment shall be made at such time as the Holders are no longer entitled to participate. No adjustment need be made for rights to purchase Class A Common Stock or issuances of Class A Common Stock pursuant to a Company plan for reinvestment of dividends or interest. No adjustment need be made for a change in the par value or a change to no par value of the Class A Common Stock. To the extent that the Securities become convertible into cash, no adjustment need be made thereafter as to the cash. Interest will not accrue on the cash. Section 10.08 . Equivalent Adjustments. In the event that, as a result of an adjustment made pursuant to Section 10.06 above, the holder of any Security thereafter surrendered for conversion shall become entitled to receive any shares of Capital Stock of the Company other than shares of its Class A Common Stock, thereafter the Conversion Price of such other shares so receivable upon conversion of any Securities shall be subject to adjustment from time to time in a manner and on terms as nearly equivalent as practicable to the provisions with respect to Class A Common Stock contained in this Article 10. Section 10.09 . Adjustment for Tax Purposes. The Company shall be entitled to make such reductions in the Conversion Price, in addition to those required by Section 10.06, as it in its discretion shall determine to be advisable in order that any stock dividends, subdivision of shares, distribution of rights to purchase stock or securities, or a distribution or securities 53 convertible into or exchangeable for stock hereafter made by the Company to its stockholders shall not be taxable. Section 10.10 . Notice of Adjustment. Whenever the Conversion Price is adjusted, or Securityholders become entitled to other securities or due bills, the Company shall promptly mail to Securityholders a notice of the adjustment and file with the Trustee an Officers' Certificate briefly stating the facts requiring the adjustment and the manner of computing it. The certificate shall be conclusive evidence of the correctness of such adjustment and the Trustee may conclusively assume that, unless and until such certificate is received by it, no such adjustment is required. Section 10.11. Notice of Certain Transactions. In case: (a) the Company shall declare a dividend (or any other distribution) on its Class A Common Stock (other than in cash out of retained earnings); or (b) the Company shall authorize the granting to the holders of its Class A Common Stock of rights, warrants or options to subscribe for or purchase any share of any class or any other rights, warrants or options; or (c) of any reclassification of the Common Stock of the Company (other than a subdivision or combination of its outstanding Common Stock, or a change in par value, or from par value to no par value, or from no par value to par value, or a conversion or reclassification of its Class B Common Stock solely into Class A Common Stock), or of any consolidation, merger, or share exchange to which the Company is a party and for which approval of any stockholders of the Company is required, or of the sale or transfer of all or substantially all of the assets of the Company; or (d) of the voluntary or involuntary dissolution, liquidation or winding-up of the Company; the Company shall cause to be filed with the Trustee and the Conversion Agent and to be mailed to each Holder of Securities at its address appearing on the list provided for in Section 2.05, as promptly as possible but in any event at least ten days prior to the applicable date hereinafter specified, a notice stating (x) the date on which a record is to be taken for the purpose of such dividend, distribution or rights, warrants or options, or, if a record is not to be taken, the date as of which the holders of Class A Common Stock of record to be entitled to such dividend, distribution or rights are to be determined, or (y) the date on which such reclassification, consolidation, merger, share exchange, sale, transfer, dissolution, liquidation or winding-up is expected to become effective or occur, and the date as of which it is expected that holders of Class A Common Stock of record shall be entitled to exchange their Class A Common Stock for securities or other property deliverable upon such reclassification, consolidation, merger, share exchange, sale, transfer, dissolution, liquidation or winding-up. Failure to give such notice, or any defect therein, shall not affect the legality or validity of such dividend, distribution, reclassification, consolidation, merger, sale, share exchange, transfer, dissolution, liquidation or winding-up. 54 Section 10.12. Effect of Reclassification, Consolidation, Merger, Share Exchange or Sale on Conversion Privilege. If any of the following shall occur, namely: (i) any reclassification or change of outstanding shares of Common Stock (other than a change in par value, or from par value to no par value, or from no par value to par value, or as a result of a subdivision or combination, or a conversion or reclassification of its Class B Common Stock solely into Class A Common Stock); (ii) any consolidation, combination, merger or share exchange to which the Company is a party other than a merger in which the Company is the continuing corporation and which does not result in any reclassification of, or change (other than a change in name, or par value, or from par value to no par value, or from no par value to par value, or as a result of a subdivision or combination, or a conversion or reclassification of its Class B Common Stock solely into Class A Common Stock) in, outstanding shares of Class A Common Stock; or (iii) any sale or conveyance of all or substantially all of the assets of the Company, then the Company, or such successor or purchasing corporation, as the case may be, shall, as a condition precedent to such reclassification, change, consolidation, merger, share exchange, sale or conveyance, execute and deliver to the Trustee a supplemental indenture providing that the Holder of each Security then outstanding shall have the right to convert such Security into the kind and amount of shares of Capital Stock and other securities and property (including cash) receivable upon such reclassification, change, consolidation, merger, share exchange, sale or conveyance by a holder of the number of shares of Class A Common Stock deliverable upon conversion of such Security immediately prior to such reclassification, change, consolidation, merger, share exchange, sale or conveyance. Such supplemental indenture shall provide for adjustments of the Conversion Price which shall be as nearly equivalent as may be practicable to the adjustments of the Conversion Price provided for in this Article 10. If, in the case of any such consolidation, merger, share exchange, sale or conveyance, the stock or other securities and property (including cash) receivable thereupon by a holder of Class A Common Stock includes shares of Capital Stock or other securities and property of a corporation other than the successor or purchasing corporation, as the case may be, in such consolidation, merger, share exchange, sale or conveyance, then such supplemental indenture shall also be executed by such other corporation and shall contain such additional provisions to protect the interests of the Holders of the Securities as the Board of Directors of the Company shall reasonably consider necessary by reason of the foregoing. The provision of this Section 10.12 shall similarly apply to successive consolidations, mergers, share exchanges, sales or conveyances. Notwithstanding the foregoing, a distribution by the Company to all or substantially all holders of its Class A Common Stock for which an adjustment to the Conversion Price or provision for conversion of the Securities may be made pursuant to Section 10.06 shall not be deemed to be a sale or conveyance of all or substantially all of the assets of the Company for purposes of this Section 10.12. In the event the Company shall execute a supplemental indenture pursuant to this Section 10.12, the Company shall promptly file with the Trustee an Opinion of Counsel stating that such supplemental indenture is authorized or permitted by this Indenture and an Officers' Certificate briefly stating the reasons therefor, the kind or amount of shares of stock or securities or property (including cash) receivable by Holders of the Securities upon the conversion of their Securities after any such reclassification, change, consolidation, merger, share exchange, sale or conveyance, any adjustment to be made with respect thereto and that all conditions precedent have been complied with. 55 Section 10.13. Trustee's Disclaimer. The Trustee has no duty to determine when an adjustment under this Article 10 should be made, how it should be made or what such adjustment should be made, but may accept as conclusive evidence of the correctness of any such adjustment, and shall be protected in relying upon, the Officers' Certificate with respect thereto which the Company is obligated to file with the Trustee pursuant to Section 10.10. The Trustee shall not be accountable for and makes no representation as to the validity or value of any securities or assets issued upon conversion of Securities, and the Trustee shall not be responsible for the Company's failure to comply with any provisions of this Article 10. Each Conversion Agent (other than the Company or an Affiliate of the Company) shall have the same protection under this Section 10.13 as the Trustee. The Trustee shall not be under any responsibility to determine the correctness of any provisions contained in any supplemental indenture executed pursuant to Section 10.12, but may accept as conclusive evidence of the correctness thereof, and shall be protected in relying upon, the Officers' Certificate with respect thereto which the Company is obligated to file with the Trustee pursuant to Section 10.12. Section 10.14. Voluntary Reduction. The Company from time to time may reduce the Conversion Price by any amount for any period of time if the period is at least 20 Trading Days or such longer period as may be required by law and if the reduction is irrevocable during the period; provided that in no event may the Conversion Price be less than the par value of a share of Class A Common Stock. Section 10.15. Simultaneous Adjustments. In the event that this Article 10 requires adjustments to the Conversion Price under more than one of Sections 10.06(c), (d) and (e), and the record dates for the distributions giving rise to such adjustments shall occur on the same date, then such adjustments shall be made by applying, first, the provisions of Section 10.06(d) or (e), as applicable, and, second, the provisions of Section 10.06(c). If more than one event requiring adjustment pursuant to Section 10.06 shall occur before completing the determination of the Conversion Price for the first event requiring such adjustment, then the Board of Directors (whose determination shall, if made in good faith, be conclusive) shall make such adjustments to the Conversion Price (and the calculation thereof) after giving effect to all such events as shall preserve for Securityholders the Conversion Price protection provided in Section 10.06. Article 11 MISCELLANEOUS Section 11.01. Trust Indenture Act Controls. If any provision of this Indenture limits, qualifies, or conflicts with another provision which is required to be included in this Indenture by the TIA, the required provision shall control. 56 Section 11.02. Notices. Any request, demand, authorization, notice, waiver, consent or communication shall be in writing and delivered in person or mailed by first-class mail, postage prepaid, addressed as follows, or transmitted by facsimile transmission (confirmed orally) to the following facsimile numbers: if to the Company, to: Medicis Pharmaceutical Corporation 8125 North Hayden Road Scottsdale, Arizona 85258-2463 Attention: Chief Financial Officer Facsimile No.: (602) 808-3888 in either case, with a copy to: Akin, Gump, Strauss, Hauer & Feld, L.L.P. 590 Madison Avenue New York, New York 10022 Attention Stephen Older, Esq. Facsimile No.: (212) 872-1002 if to the Trustee, to: Deutsche Bank Trust Company Americas c/o DB Services New Jersey, Inc. 100 Plaza One MS JCY03-0603 Jersey City, New Jersey 07311 Attention: Corporate Trust and Agency Services Facsimile No.: (201) 593-6443 The Company or the Trustee by notice given to the other in the manner provided above may designate additional or different addresses for subsequent notices or communications. Any notice or communication given to a Securityholder shall be mailed to the Securityholder, by first-class mail, postage prepaid, at the Securityholder's address as it appears on the registration books of the Registrar and shall be sufficiently given if so mailed within the time prescribed. Failure to mail a notice or communication to a Securityholder or any defect in it shall not affect its sufficiency with respect to other Securityholders. If a notice or communication is mailed in the manner provided above, it is duly given, whether or not received by the addressee. If the Company mails a notice or communication to the Securityholders, it shall mail a copy to the Trustee and each Registrar, Paying Agent, Conversion Agent or co-registrar. 57 Section 11.03. Communication by Holders with Other Holders. Securityholders may communicate pursuant to TIA Section 312(b) with other Securityholders with respect to their rights under this Indenture or the Securities. The Company, the Trustee, the Registrar, the Paying Agent, the Conversion Agent and anyone else shall have the protection of TIA Section 312(c). Section 11.04. Certificate and Opinion as to Conditions Precedent. Upon any request or application by the Company to the Trustee to take any action under this Indenture, the Company shall furnish to the Trustee: (a) an Officers' Certificate stating that, in the opinion of the signers, all conditions precedent, if any, provided for in this Indenture relating to the proposed action have been complied with; and (b) an Opinion of Counsel stating that, in the opinion of such counsel, all such conditions precedent have been complied with. In any case where several matters are required to be certified by, or covered by an opinion of, any specified Person, it is not necessary that all such mattes be certified by, or covered by the opinion of, only one such Person, or that they be so certified or covered by only one document, but one such Person may certify or give an opinion with respect to some matters and one or more other such eligible and qualified Persons as to other matters, and any such Person may certify or give an opinion as to such matters in one or several documents. Any certificate or opinion of an officer of the Company may be based, insofar as it relates to legal matters, upon a certificate or opinion of, or representations by, counsel, unless such officer knows, or in the exercise of reasonable case should know, that the certificate or opinion or representations with respect to the matters upon which his or her certificate or opinion is based are erroneous. Any such certificate or opinion of counsel may be based, insofar as it relates to factual matters, upon a certificate or opinion of, or representations by, an officer or officers of the Company stating the information on which counsel is relying unless such counsel knows, or in the exercise of reasonable care should know, that the certificate or opinion or representations with respect to such matters are erroneous. Where any Person is required to make, give or execute two or more applications, requests, consents, certificates, statements, opinions or other instruments under this Indenture, they may, but need not, be consolidated and form one instrument. Section 11.05. Statements Required in Certificate or Opinion. Each Officers' Certificate or Opinion of Counsel with respect to compliance with a covenant or condition provided for in this Indenture shall include: (a) a statement that each person making such Officers' Certificate or Opinion of Counsel has read such covenant or condition; 58 (b) a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such Officers' Certificate or Opinion of Counsel are based; (c) a statement that, in the opinion of each such person, he has made such examination or investigation as is necessary to enable such person to express an informed opinion as to whether or not such covenant or condition has been complied with; and (d) a statement that, in the opinion of such person, such covenant or condition has been complied with. Section 11.06. Separability Clause. In case any provision in this Indenture or in the Securities shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. Section 11.07. Rules by Trustee, Paying Agent, Conversion Agent and Registrar. The Trustee may make reasonable rules for action by or a meeting of Securityholders. The Registrar, the Conversion Agent and the Paying Agent may make reasonable rules for their functions. Section 11.08. Legal Holidays. A "Legal Holiday" is any day other than a Business Day. If any specified date (including a date for giving notice) is a Legal Holiday, the action shall be taken on the next succeeding day that is not a Legal Holiday, and, if the action to be taken on such date is a payment in respect of the Securities, no interest (including contingent interest, if any) or Liquidated Damages, if any, shall accrue for the intervening period. Section 11.09. Governing Law. THIS INDENTURE AND EACH NOTE SHALL BE DEEMED TO BE A CONTRACT MADE UNDER THE LAWS OF THE STATE OF NEW YORK, AND FOR ALL PURPOSES SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. Section 11.10. No Recourse Against Others. A director, officer, employee or stockholder, as such, of the Company shall not have any liability for any obligations of the Company under the Securities or for any claim based on, in respect of or by reason of such obligations or their creation. By accepting a Security, each Securityholder shall waive and release all such liability. The waiver and release shall be part of the consideration for the issue of the Securities. Section 11.11. Successors. 59 All agreements of the Company in this Indenture and the Securities shall bind its successor. All agreements of the Trustee in this Indenture shall bind its successor. Section 11.12. Multiple Originals. This Indenture may be executed in any number of counterparts, each of which shall be an original, but such counterparts shall together constitute but one and the same instrument. 60 IN WITNESS WHEREOF, the undersigned, being duly authorized, have executed this Indenture on behalf of the respective parties hereto as of the date first above written. MEDICIS PHARMACEUTICAL CORPORATION By: /s/ Mark A. Prygocki, Sr. ------------------------------------- Name: Mark A. Prygocki, Sr. Title: Executive Vice President, Chief Financial Officer and Treasurer DEUTSCHE BANK TRUST COMPANY AMERICAS By: /s/ Wanda Camacho ------------------------------------- Name: Wanda Camacho Title: Vice President EXHIBIT A-1 [FORM OF FACE OF GLOBAL SECURITY] THIS SECURITY WAS ISSUED WITH ORIGINAL ISSUE DISCOUNT FOR U.S. FEDERAL INCOME TAX PURPOSES. FOR PURPOSES OF SECTIONS 1273 AND 1275 OF THE INTERNAL REVENUE CODE, THE ISSUE PRICE OF EACH SECURITY IS $1000 PER $1000 OF PRINCIPAL AMOUNT, THE ISSUE DATE IS JUNE 4, 2002 AND THE COMPARABLE YIELD IS 9.5% PER ANNUM. HOLDERS OF THIS SECURITY MAY OBTAIN INFORMATION REGARDING THE AMOUNT OF ORIGINAL ISSUE DISCOUNT, YIELD TO MATURITY AND THE PROJECTED PAYMENT SCHEDULE FOR THIS SECURITY BY SUBMITTING A WRITTEN REQUEST FOR SUCH INFORMATION TO: MEDICIS PHARMACEUTICAL CORPORATION, 8125 NORTH HAYDEN ROAD, SCOTTSDALE, ARIZONA 85258-2463, ATTN.: EXECUTIVE DIRECTOR OF FINANCE, SUCH INFORMATION TO BE MADE AVAILABLE, BEGINNING NO LATER THAN 10 DAYS AFTER THE ISSUE DATE, PROMPTLY UPON REQUEST. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY TO MEDICIS PHARMACEUTICAL CORPORATION (THE "COMPANY") OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (AND ANY PAYMENT HEREON IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. TRANSFERS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS TO NOMINEES OF THE DEPOSITORY TRUST COMPANY, OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR'S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN ARTICLE TWO OF THE INDENTURE REFERRED TO ON THE REVERSE HEREOF. THIS SECURITY (OR ITS PREDECESSOR) WAS ORIGINALLY ISSUED IN A TRANSACTION EXEMPT FROM REGISTRATION UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND THIS SECURITY, AND THE CLASS A COMMON STOCK DELIVERABLE UPON CONVERSION HEREOF OR UPON PURCHASE OF THIS SECURITY BY THE COMPANY MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN APPLICABLE EXEMPTION THEREFROM. EACH PURCHASER OF THIS SECURITY IS HEREBY NOTIFIED THAT THE SELLER OF THIS SECURITY MAY BE RELYING ON THE EXEMPTION FROM THE PROVISIONS OF SECTION 5 OF THE SECURITIES ACT PROVIDED BY RULE 144A THEREUNDER. A-1-1 THE HOLDER OF THIS SECURITY AGREES FOR THE BENEFIT OF THE COMPANY THAT (A) THIS SECURITY MAY BE OFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED, ONLY (I) TO A PERSON WHOM THE SELLER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT) IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A, (II) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT PROVIDED BY RULE 144 THEREUNDER (IF AVAILABLE) OR (III) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, IN EACH OF CASES (I) THROUGH (III) IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES, AND (B) THE HOLDER WILL, AND EACH SUBSEQUENT HOLDER IS REQUIRED TO, NOTIFY ANY PURCHASER OF THIS SECURITY FROM IT OF THE RESALE RESTRICTIONS REFERRED TO IN (A) ABOVE. THE FOREGOING LEGEND MAY BE REMOVED FROM THIS SECURITY ON SATISFACTION OF THE CONDITIONS SPECIFIED IN THE INDENTURE. A-1-2 MEDICIS PHARMACEUTICAL CORPORATION 2.5% Contingent Convertible Senior Notes Due 2032 No.: CUSIP: Issue Date: Principal Amount: MEDICIS PHARMACEUTICAL CORPORATION, a Delaware corporation, promises to pay to Cede & Co. or registered assigns, the Principal Amount as set forth on Schedule I hereto, on June 4, 2032, subject to the further provisions of this Note set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place. This Security is convertible as specified on the other side of this Security. Interest Payment Dates: June 4 and December 4, commencing December 4, 2002, Record Dates: May 19 and November 19, commencing November 19, 2002 Dated: MEDICIS PHARMACEUTICAL CORPORATION By: -------------------------------------- Name: Title: A-1-3 TRUSTEE'S CERTIFICATE OF AUTHENTICATION Deutsche Bank Trust Company Americas, as Trustee, certifies that this is one of the Securities referred to in the within-mentioned Indenture. By: ------------------------------ Authorized Signatory Dated: A-1-4 [FORM OF REVERSE SIDE OF NOTE] MEDICIS PHARMACEUTICAL CORPORATION 2.5% Contingent Convertible Senior Notes Due 2032 1. Interest. This Security shall accrue interest at an initial rate of 2.5% per annum. The Company promises to pay interest on the Securities in cash semiannually on each June 4 and December 4, commencing December 4, 2002, to Holders of record on the immediately preceding May 19 and November 19, respectively. Interest on the Securities will accrue from the most recent date to which interest has been paid, or if no interest has been paid, from June 4, 2002, until the Principal Amount is paid or duly made available for payment. The Company will pay interest on any overdue Principal Amount at the interest rate borne by the Securities at the time such interest on the overdue Principal Amount accrues, compounded semiannually, and it shall pay interest on overdue installments of interest and Liquidated Damages, if any (without regard to any applicable grace period), at the same interest rate compounded semiannually. Interest (including contingent interest, if any) on the Securities will be computed on the basis of a 360-day year comprised of twelve 30-day months. The Company shall pay contingent interest to the Holders during any six-month period (a "CONTINGENT INTEREST PERIOD") from June 4 to December 3 and from December 4 to June 3, commencing June 4, 2007, if the average Security Trading Price for the five Trading Day period ending on the third Trading Day immediately preceding the first day of the applicable Contingent Interest Period equals $1,200 or more. The amount of contingent interest payable per $1,000 principal amount of Notes in respect of any Contingent Interest Period shall equal 0.5% per annum. The Company will pay contingent interest, if any, in the same manner as it will pay interest as described above. 2. Method of Payment. The Company will pay interest (including contingent interest, if any) and Liquidated Damages, if any, on this Security (except defaulted interest) to the Person who is the registered Holder of this Security at the close of business on May 19 or November 19, as the case may be, next preceding the related interest payment date. Subject to the terms and conditions of the Indenture, the Company will make payments in respect of the Redemption Price, Purchase Price, Change in Control Purchase Price and the Principal Amount at Stated Maturity, as the case may be, to the Holder who surrenders a Security to a Paying Agent to collect such payments in respect of the Security. The Company will pay cash amounts in money of the United States that at the time of payment is legal tender for payment of public and private debts. However, the Company may pay interest (including contingent interest, if any), Liquidated Damages, if any, the Redemption Price, Purchase Price, Change in Control Purchase Price and the Principal Amount at Stated Maturity, as the case may be, by check or wire payable in such money; provided, however, that a Holder holding Securities with an aggregate Principal Amount in excess of $1,000,000 will be paid by wire transfer in immediately available funds at the election A-1-5 of such Holder. The Company may mail an interest check to the Holder's registered address. Notwithstanding the foregoing, so long as this Security is registered in the name of a Depositary or its nominee, all payments hereon shall be made by wire transfer of immediately available funds to the account of the Depositary or its nominee. 3. Paying Agent, Conversion Agent and Registrar. Initially, Deutsche Bank Trust Company Americas (the "Trustee") will act as Paying Agent, Conversion Agent and Registrar. The Company may appoint and change any Paying Agent, Conversion Agent or Registrar without notice, other than notice to the Trustee; provided that the Company will maintain at least one Paying Agent in the State of New York, City of New York, Borough of Manhattan, which shall initially be an office or agency of the Trustee. The Company or any of its Subsidiaries or any of their Affiliates may act as Paying Agent, Conversion Agent or Registrar. 4. Indenture. The Company issued the Securities under an Indenture dated as of June 4, 2002 (the "INDENTURE"), between the Company and the Trustee. The terms of the Securities include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939, as in effect from time to time (the "TIA"). Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Indenture. The Securities are subject to all such terms, and Securityholders are referred to the Indenture and the TIA for a statement of those terms. The Securities are general unsecured obligations of the Company limited to up to $400,000,000 aggregate Principal Amount (which shall include the Initial Purchaser's option to purchase $50,000,000 of additional Securities) (subject to Section 2.7 of the Indenture). The Indenture does not limit other indebtedness of the Company, secured or unsecured. 5. Redemption at the Option of the Company. No sinking fund is provided for the Securities. The Securities are not redeemable prior to June 11, 2007. Beginning on June 11, 2007 and during the periods thereafter to maturity, the Securities are redeemable as a whole, or from time to time in part, in any integral multiple of $1,000, at any time at the option of the Company at a Redemption Price equal to 100% of the Principal Amount), together with accrued and unpaid interest (including contingent interest, if any) and Liquidated Damages, if any, thereon, up to but not including the Redemption Date; provided that, if the Redemption Date is on or after an interest record date but on or prior to the related interest payment date, interest and Liquidated Damages, if any, will be payable to the Holders in whose names the Securities are registered at the close of business on the relevant record date. 6. Purchase By the Company at the Option of the Holder. Subject to the terms and conditions of the Indenture, the Company shall become obligated to purchase, at the option of the Holder, all or any portion of the Securities held by such Holder, in any integral multiple of $1,000, on June 4, 2007, June 4, 2012 and June 4, 2017 A-1-6 (each, a "PURCHASE DATE") at a purchase price per Security equal to 100% of the aggregate Principal Amount of the Security (the "PURCHASE PRICE"), together with accrued and unpaid interest (including contingent interest, if any) and Liquidated Damages, if any, thereon, up to but not including the Purchase Date (provided that, if the Purchase Date is on or after an interest record date but on or prior to the related interest payment date, accrued and unpaid interest, if any (including contingent interest, if any), and Liquidated Damages, if any, will be payable to the Holders in whose names the Securities are registered at the close of business on the relevant record date) upon delivery of a Purchase Notice containing the information set forth in the Indenture, together with the Securities subject thereto, at any time from the opening of business on the date that is 20 Business Days prior to such Purchase Date until the close of business on the Business Day prior to such Purchase Date, and upon delivery of the Securities to the Paying Agent by the Holder as set forth in the Indenture. At the option of the Holder and subject to the terms and conditions of the Indenture, the Company shall become obligated to purchase the Securities held by such Holder after the occurrence of a Change in Control of the Company for a Change in Control Purchase Price equal to 100% of the Principal Amount thereof plus accrued and unpaid interest (including contingent interest, if any) and Liquidated Damages, if any, thereon, up to but not including the Change in Control Purchase Date which Change in Control Purchase Price shall be paid in cash. Holders have the right to withdraw any Purchase Notice or Change in Control Purchase Notice, as the case may be, by delivering to the Paying Agent a written notice of withdrawal in accordance with the provisions of the Indenture. If cash sufficient to pay the Purchase Price or Change in Control Purchase Price, as the case may be, and accrued and unpaid interest (including contingent interest, if any) and Liquidated Damages, if any, of all Securities or portions thereof to be purchased as of the Purchase Date or the Change in Control Purchase Date, as the case may be, is deposited with the Paying Agent on the Business Day following the Purchase Date or the Change in Control Purchase Date, interest (including contingent interest, if any) and Liquidated Damages, if any, cease to accrue on such Securities (or portions thereof) immediately after such Purchase Date or Change in Control Purchase Date, and the Holder thereof shall have no other rights as such other than the right to receive the Purchase Price or Change in Control Purchase Price, as the case may be, upon surrender of such Security. 7. Notice of Redemption. Notice of redemption pursuant to paragraph 5 of this Security will be mailed at least 30 days but not more than 60 days before the Redemption Date to each Holder of Securities to be redeemed at the Holder's registered address. If money sufficient to pay the Redemption Price of all Securities (or portions thereof) to be redeemed on the Redemption Date is deposited with the Paying Agent prior to or on the Redemption Date, immediately after such Redemption Date interest (including contingent interest, if any) and Liquidated Damages, if any, cease to accrue on such Securities or portions thereof. Securities in denominations larger than $1,000 of Principal Amount may be redeemed in part but only in integral multiples of $1,000 of Principal Amount. A-1-7 8. Conversion. Subject to the provisions of Article X of the Indenture, a Holder of a Note may convert such Note into shares of Class A Common Stock of the Company if any of the conditions specified in paragraphs (a) through (e) of Section 10.01 of the Indenture is satisfied; provided, however, that if such Note is called for redemption, the conversion right will terminate at the close of business on the second Business Day before the redemption date of such Note (unless the Company shall default in making the redemption payment when due, in which case the conversion right shall terminate at the close of business on the date such Default is cured and such Note is redeemed). The initial conversion price is $58.10 per share, subject to adjustment under certain circumstances as described in the Indenture (the "CONVERSION Price"). The number of shares issuable upon conversion of a Note is determined by dividing the principal amount converted by the Conversion Price in effect on the Conversion Date. In the event of a conversion of a Note in a Principal Value Conversion the Company has the option to deliver cash and/or Class A Common Stock to the Holder of the Note surrendered for such conversion as provided in Section 10.2 of the Indenture. Upon conversion, no adjustment for interest, if any (including contingent interest, if any), or dividends will be made. No fractional shares will be issued upon conversion; in lieu thereof, an amount will be paid in cash based upon the current market price (as defined in the Indenture) of the Common Stock on the last Trading Day prior to the date of conversion. To convert a Note, a Holder must (a) complete and sign the conversion notice set forth below and deliver such notice to the Conversion Agent, (b) surrender the Note to the Conversion Agent, (c) furnish appropriate endorsements and transfer documents if required by the Registrar or the Conversion Agent, (d) pay any transfer or similar tax, if required and (e) if the Note is held in book-entry form, complete and deliver to the Depositary appropriate instructions pursuant to the Depositary's book-entry conversion programs. If a Holder surrenders a Note for conversion between the record date for the payment of an installment of interest and the next interest payment date, the Note must be accompanied by payment of an amount equal to the interest (including contingent interest, if any) and Liquidated Damages, if any, payable on such interest payment date on the principal amount of the Note or portion thereof then converted; provided, however, that no such payment shall be required if such Note has been called for redemption on a redemption date within the period between and including such record date and such interest payment date, or if such Note is surrendered for conversion on the interest payment date. A Holder may convert a portion of a Note equal to $1,000 or any integral multiple thereof. A Note in respect of which a Holder has delivered a Purchase Notice or a Change of Control Repurchase Notice exercising the option of such Holder to require the Company to repurchase such Note as provided in Section 3.08 or Section 3.09, respectively, of the Indenture may be converted only if such notice of exercise is withdrawn as provided above and in accordance with the terms of the Indenture. 9. Denominations; Transfer; Exchange. The Securities are in fully registered form, without coupons, in denominations of $1,000 of Principal Amount and integral multiples of $1,000. A Holder may transfer or exchange Securities in accordance with the Indenture. The Registrar may require a Holder, among other A-1-8 things, to furnish appropriate endorsements and transfer documents and to pay any taxes and fees required by law or permitted by the Indenture. The Registrar need not transfer or exchange any Securities selected for redemption (except, in the case of a Security to be redeemed in part, the portion of the Security not to be redeemed) or any Securities in respect of which a Purchase Notice or a Change in Control Purchase Notice has been given and not withdrawn (except, in the case of a Security to be purchased in part, the portion of the Security not to be purchased) or any Securities for a period of 15 days before the mailing of a notice of redemption of Securities to be redeemed. 10. Persons Deemed Owners. The registered Holder of this Security may be treated as the owner of this Security for all purposes. 11. Unclaimed Money or Securities. The Trustee and the Paying Agent shall return to the Company upon written request any money or securities held by them for the payment of any amount with respect to the Securities that remains unclaimed for two years, subject to applicable unclaimed property law. After return to the Company, Holders entitled to the money or securities must look to the Company, for payment as general creditors unless an applicable abandoned property law designates another person. 12. Amendment; Waiver. Subject to certain exceptions set forth in the Indenture, (i) the Indenture or the Securities may be amended with the written consent of the Holders of at least a majority in aggregate Principal Amount of the Securities at the time outstanding and (ii) certain Defaults may be waived with the written consent of the Holders of a majority in aggregate Principal Amount of the Securities at the time outstanding. Subject to certain exceptions set forth in the Indenture, without the consent of any Securityholder, the Company and the Trustee may amend the Indenture or the Securities so long as such changes, other than those in clause (ii), do not adversely affect the interest of Securityholders (i) to cure any ambiguity, omission, defect or inconsistency, (ii) to comply with Article 5 or Section 10.01(e) or Section 10.12 of the Indenture, (iii) to evidence and provide for the acceptance of appointment under the Indenture by a successor Trustee, or (iv) to comply with any requirement of the SEC in connection with the qualification of the Indenture under the TIA. 13. Defaults and Remedies. Under the Indenture, Events of Default include, in summary form, (i) default for 30 days in payment of any interest (including contingent interest, if any) or Liquidated Damages, if any, on any Securities after receipt by the Company of a Notice of Default; (ii) default in payment of the Principal Amount, Redemption Price, Purchase Price or Change in Control Purchase Price, as the case may be, in respect of the Securities when the same becomes due and payable; (iii) failure by the Company to comply with other agreements in the Indenture or the Securities, subject to notice and lapse of time; (iv) default by the Company in the payment at the final maturity thereof, after the expiration of any applicable grace period, of principal of indebtedness A-1-9 for money borrowed, other than nonrecourse indebtedness, in the principal amount then outstanding in excess of $20,000,000, or acceleration of any indebtedness in such principal amount so that it becomes due and payable prior to the date on which it would otherwise have become due and payable and such acceleration is not rescinded within 15 business days after notice to the Company in accordance with the Indenture; and (v) certain events of bankruptcy or insolvency. Securityholders may not enforce the Indenture or the Securities except as provided in the Indenture. The Trustee may refuse to enforce the Indenture or the Securities unless it receives reasonable indemnity or security. Subject to certain limitations, Holders of a majority in aggregate Principal Amount of the Securities at the time outstanding may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Securityholders notice of any continuing Default (except a Default in payment of amounts specified in clause (i) or (ii) above) if it determines that withholding notice is in their interests. 14. Trustee Dealings with the Company. Subject to certain limitations imposed by the TIA, the Trustee under the Indenture, in its individual or any other capacity, may become the owner or pledgee of Securities and may otherwise deal with and collect obligations owed to it by the Company or its Affiliates and may otherwise deal with the Company or its Affiliates with the same rights it would have if it were not Trustee. 15. No Recourse Against Others. A director, officer, employee or shareholder, as such, of the Company shall not have any liability for any obligations of the Company under the Securities or the Indenture or for any claim based on, in respect of or by reason of such obligations or their creation. By accepting a Security, each Securityholder waives and releases all such liability. The waiver and release are part of the consideration for the issue of the Securities. 16. Authentication. This Security shall not be valid until an authorized signatory of the Trustee manually signs the Trustee's Certificate of Authentication on the other side of this Security. 17. Abbreviations. Customary abbreviations may be used in the name of a Securityholder or an assignee, such as TEN COM ("TENANTS IN common"), TEN ENT ("TENANTS BY THE ENTIRETIES"), JT TEN ("JOINT TENANTS WITH RIGHT OF SURVIVORSHIP AND NOT AS TENANTS IN common"), CUST ("CUSTODIAN") and U/G/M/A ("UNIFORM GIFT TO MINORS ACT"). 18. Governing Law. THE LAWS OF THE STATE OF NEW YORK SHALL GOVERN THE INDENTURE AND THIS SECURITY. A-1-10 The Company will furnish to any Securityholder upon written request and without charge a copy of the Indenture which has in it the text of this Security in larger type. Requests may be made to: Medicis Pharmaceutical Corporation 8125 North Hayden Road Scottsdale, Arizona 85258-2463 Attn.: Chief Financial Officer A-1-11

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

- -------------------------------------------------------------------------------- Date: Your Signature: -------- -------------------------------------- (Sign exactly as your name appears on the other side of this Security) Signature Guaranteed - ------------------------------ Participant in a Recognized Signature Guarantee Medallion Program By: ------------------------ Authorized Signatory A-1-12 SCHEDULE I MEDICIS PHARMACEUTICAL CORPORATION 2.5% Contingent Convertible Senior Notes Due 2032 Date Principal Amount Notation A-1-13 EXHIBIT A-2 [Form of Certificated Security] THIS SECURITY WAS ISSUED WITH ORIGINAL ISSUE DISCOUNT FOR U.S. FEDERAL INCOME TAX PURPOSES. FOR PURPOSES OF SECTIONS 1273 AND 1275 OF THE INTERNAL REVENUE CODE, THE ISSUE PRICE OF EACH SECURITY IS $1000 PER $1000 OF PRINCIPAL AMOUNT, THE ISSUE DATE IS JUNE 4, 2002 AND THE COMPARABLE YIELD IS 9.5% PER ANNUM. HOLDERS OF THIS SECURITY MAY OBTAIN INFORMATION REGARDING THE AMOUNT OF ORIGINAL ISSUE DISCOUNT, YIELD TO MATURITY AND THE PROJECTED PAYMENT SCHEDULE FOR THIS SECURITY BY SUBMITTING A WRITTEN REQUEST FOR SUCH INFORMATION TO: MEDICIS PHARMACEUTICAL CORPORATION, 8125 NORTH HAYDEN ROAD, SCOTTSDALE, ARIZONA 85258-2463, ATTN.: EXECUTIVE DIRECTOR OF FINANCE, SUCH INFORMATION TO BE MADE AVAILABLE, BEGINNING NO LATER THAN 10 DAYS AFTER THE ISSUE DATE, PROMPTLY UPON REQUEST. THIS SECURITY (OR ITS PREDECESSOR) WAS ORIGINALLY ISSUED IN A TRANSACTION EXEMPT FROM REGISTRATION UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND THIS SECURITY AND THE CLASS A COMMON STOCK DELIVERABLE UPON CONVERSION HEREOF OR UPON PURCHASE OF THIS SECURITY BY THE COMPANY MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN APPLICABLE EXEMPTION THEREFROM. EACH PURCHASER OF THIS SECURITY IS HEREBY NOTIFIED THAT THE SELLER OF THIS SECURITY MAY BE RELYING ON THE EXEMPTION FROM THE PROVISIONS OF SECTION 5 OF THE SECURITIES ACT PROVIDED BY RULE 144A THEREUNDER. THE HOLDER OF THIS SECURITY AGREES FOR THE BENEFIT OF THE COMPANY THAT (A) THIS SECURITY MAY BE OFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED, ONLY (I) TO A PERSON WHOM THE SELLER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT) IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A, (II) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT PROVIDED BY RULE 144 THEREUNDER (IF AVAILABLE) OR (III) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, IN EACH OF CASES (I) THROUGH (III) IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES, AND (B) THE HOLDER WILL, AND EACH SUBSEQUENT HOLDER IS REQUIRED TO, NOTIFY ANY PURCHASER OF THIS SECURITY FROM IT OF THE RESALE RESTRICTIONS REFERRED TO IN (A) ABOVE. THE FOREGOING LEGEND MAY BE REMOVED FROM THIS SECURITY ON SATISFACTION OF THE CONDITIONS SPECIFIED IN THE INDENTURE. A-2-1 MEDICIS PHARMACEUTICAL CORPORATION 2.5% Contingent Convertible Senior Notes Due 2032 No.: CUSIP: Issue Date: Principal Amount: MEDICIS PHARMACEUTICAL CORPORATION, a Delaware corporation, promises to pay to - ----------------------------------------------------------------------- - ---------------------------------------------------------------------------- or registered assigns, the Principal Amount of , ------------------------------- on June 4, 2032, subject to the further provisions of this Note set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place. This Security is convertible as specified on the other side of this Security. Interest Payment Dates: June 4 and December 4, commencing December 4, 2002, Record Dates: May 19 and November 19, commencing November 19, 2002 Dated: MEDICIS PHARMACEUTICAL CORPORATION By: -------------------------------------- Name: Title: A-2-2 TRUSTEE'S CERTIFICATE OF AUTHENTICATION Deutsche Bank Trust Company Americas, as Trustee, certifies that this is one of the Securities referred to in the within-mentioned Indenture. By: ---------------------- Authorized Signatory Dated: A-2-3 [FORM OF REVERSE SIDE IS IDENTICAL TO EXHIBIT A-1] A-2-4 EXHIBIT B 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 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 pursuant to an effective registration statement 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. B-1 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.) Signature Guaranteed - ------------------------------------- Participant in a Recognized Signature Guarantee Medallion Program By: ----------------------- Authorized Signatory B-2 EX-4.2 4 p66689exv4w2.txt EX-4.2 REGISTRATION RIGHTS AGREEMENT Dated as of June 4, 2002 By and Between MEDICIS PHARMACEUTICAL CORPORATION as the Company, and DEUTSCHE BANK SECURITIES INC. as the Initial Purchaser 2.5% Contingent Convertible Senior Notes Due 2032 TABLE OF CONTENTS 1. Definitions........................................................... 1 2. Shelf Registration.................................................... 4 3. Liquidated Damages.................................................... 6 4. Registration Procedures............................................... 7 5. Registration Expenses................................................. 13 6. Indemnification....................................................... 14 7. Rules 144 and 144A.................................................... 18 8. Underwritten Registrations............................................ 18 9. Miscellaneous......................................................... 18 REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (this "AGREEMENT") is dated as of June 4, 2002, by and between MEDICIS PHARMACEUTICAL CORPORATION, a Delaware corporation (the "COMPANY"), and DEUTSCHE BANK SECURITIES INC. (the "INITIAL PURCHASER"). This Agreement is entered into in connection with that certain Purchase Agreement, dated May 29, 2002 (the "PURCHASE AGREEMENT"), by and between the Company and the Initial Purchaser, which provides for the sale by the Company to the Initial Purchaser of $350,000,000 aggregate principal amount of the Company's 2.5% Contingent Convertible Senior Notes Due 2032 (the "FIRM SECURITIES"), which are convertible into Class A common stock of the Company, par value $0.014 per share (together with the Rights (as defined in the Purchase Agreement), the "UNDERLYING SHARES"), plus up to an additional $50,000,000 aggregate principal amount of the same which the Initial Purchaser may subsequently elect to purchase pursuant to the terms of the Purchase Agreement (the "OPTION SECURITIES" and together with the Firm Securities, the "SECURITIES"). The Securities are being issued pursuant to an Indenture dated as of the date hereof (the "INDENTURE"), by and between the Company and Deutsche Bank Trust Company Americas, as trustee. In order to induce the Initial Purchaser to enter into the Purchase Agreement, the Company has agreed to provide the registration rights set forth in this Agreement for the benefit of the Initial Purchaser and certain subsequent holder or holders of the Securities or Underlying Shares as provided herein. The execution and delivery of this Agreement is a condition to the Initial Purchaser's obligation to purchase the Firm Securities under the Purchase Agreement. The parties hereby agree as follows: 1. Definitions. As used in this Agreement, the following terms shall have the following meanings: AGREEMENT: See the first introductory paragraph hereto. AMOUNT OF REGISTRABLE SECURITIES: (a) With respect to Securities constituting Registrable Securities, the aggregate principal amount of all such Securities outstanding, (b) with respect to Underlying Shares constituting Registrable Securities, the aggregate number of such Underlying Shares outstanding multiplied by the Conversion Price (as defined in the Indenture relating to the Securities upon the conversion of which such Underlying Shares were issued) in effect at the time of computing the Amount of Registrable Securities or, if no such Securities are then outstanding, the last Conversion Price that was in effect under such Indenture when any such Securities were last outstanding, and (c) with respect to combinations thereof, the sum of (a) and (b) for the relevant Registrable Securities. BUSINESS DAY: Any day that is not a Saturday, Sunday or a day on which banking institutions in New York are authorized or required by law to be closed. CLOSING DATE: June 4, 2002. COMPANY: See the first introductory paragraph hereto. DAMAGES PAYMENT DATE: See Section 3(c) hereof. DEPOSITARY: The Depository Trust Company until a successor is appointed by the Company. EFFECTIVENESS DATE: The 180th day after the Closing Date. EFFECTIVENESS PERIOD: See Section 2(a) hereof. EXCHANGE ACT: The Securities Exchange Act of 1934, as amended, and the rules and regulations of the SEC promulgated thereunder. FILING DATE: The 90th day after the Closing Date. HOLDER: Any holder of Registrable Securities. INDEMNIFIED HOLDER: See Section 6 hereof. INDEMNIFIED PERSON: See Section 6 hereof. INDEMNIFYING PERSON: See Section 6 hereof. INDENTURE: See the second introductory paragraph hereto. INITIAL PURCHASER: See the first introductory paragraph hereto. INITIAL SHELF REGISTRATION: See Section 2(a) hereof. INSPECTORS: See Section 4(n) hereof. LIQUIDATED DAMAGES: See Section 3(a) hereof. NASD: See Section 4(q) hereof. NOTICE AND QUESTIONNAIRE: means a written notice delivered to the Company containing substantially the information called for by the Form of Selling Securityholder Notice and Questionnaire attached as Appendix A to the Offering Memorandum of the Company dated May 29, 2002 relating to the Securities. PERSON: An individual, partnership, corporation, limited liability company, unincorporated association, trust or joint venture, or a governmental agency or political subdivision thereof. PROSPECTUS: The prospectus included in any Registration Statement (including, without limitation, any prospectus subject to completion and a prospectus that includes any information previously omitted from a prospectus filed as part of an effective registration statement in reliance upon Rule 430A promulgated under the Securities Act), as amended or 2 supplemented by any prospectus supplement, and all other amendments and supplements to the Prospectus, including post-effective amendments, and all material incorporated by reference or deemed to be incorporated by reference in such Prospectus. PURCHASE AGREEMENT: See the second introductory paragraph hereto. QIU: See Section 4(q) hereof. RECORDS: See Section 4(n) hereof. REGISTRABLE SECURITIES: All Securities and all Underlying Shares upon original issuance thereof and at all times subsequent thereto until the earliest to occur of (i) a Registration Statement covering such Securities and Underlying Shares having been declared effective by the SEC and such Securities and Underlying Shares having been disposed of in accordance with such effective Registration Statement, (ii) such Securities and Underlying Shares having been sold in compliance with Rule 144 or could (except with respect to affiliates of the Company within the meaning of the Securities Act) be sold in compliance with Rule 144(k), or (iii) such Securities and any Underlying Shares ceasing to be outstanding. REGISTRATION DEFAULT: See Section 3(a) hereof. REGISTRATION STATEMENT: Any registration statement of the Company filed with the SEC pursuant to the provisions of this Agreement, including the Prospectus, amendments and supplements to such registration statement, including post-effective amendments, all exhibits and all material incorporated by reference or deemed to be incorporated by reference in such registration statement. RULE 144: Rule 144 promulgated under the Securities Act, as such Rule may be amended from time to time, or any similar rule (other than Rule 144A) or regulation hereafter adopted by the SEC providing for offers and sales of securities made in compliance therewith resulting in offers and sales by subsequent holders that are not affiliates of an issuer of such securities being free of the registration and prospectus delivery requirements of the Securities Act. RULE 144A: Rule 144A promulgated under the Securities Act, as such Rule may be amended from time to time, or any similar rule (other than Rule 144) or regulation hereafter adopted by the SEC. RULE 415: Rule 415 promulgated under the Securities Act, as such Rule may be amended from time to time, or any similar rule or regulation hereafter adopted by the SEC. SEC: The Securities and Exchange Commission. SECURITIES: See the second introductory paragraph hereto. SECURITIES ACT: The Securities Act of 1933, as amended, and the rules and regulations of the SEC promulgated thereunder. 3 SELLING HOLDER: On any date, any Holder that has delivered a Notice and Questionnaire to the Company on or prior to such date. SHELF REGISTRATION: See Section 2(b) hereof. SHELF REGISTRATION STATEMENT: See Section 2(b) hereof. SUBSEQUENT SHELF REGISTRATION: See Section 2(b) hereof. TIA: The Trust Indenture Act of 1939, as amended, and the rules and regulations of the SEC promulgated thereunder. TRUSTEE: The Trustee under the Indenture. UNDERLYING SHARES: See the second introductory paragraph hereto. UNDERWRITTEN REGISTRATION OR UNDERWRITTEN OFFERING: A registration in which securities of the Company are sold to an underwriter for reoffering to the public. 2. Shelf Registration. ------------------- (a) Shelf Registration. The Company shall file with the SEC a Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415 covering all of the Registrable Securities (the "INITIAL SHELF REGISTRATION") on or prior to the Filing Date. The Initial Shelf Registration shall be on Form S-3 or another appropriate form permitting registration of such Registrable Securities for resale by Holders in the manner or manners designated by them (including, without limitation, one or more underwritten offerings). The Company shall not permit any securities other than the Registrable Securities to be included in the Initial Shelf Registration or any Subsequent Shelf Registration (as defined below). The Company shall use all reasonable efforts to cause the Initial Shelf Registration to be declared effective under the Securities Act on or prior to the Effectiveness Date and to keep such Initial Shelf Registration continuously effective under the Securities Act until the date that is two years from the Closing Date (as it may be shortened pursuant to clause (i) or clause (ii) immediately following, the "EFFECTIVENESS PERIOD"), or such shorter period ending when (i) all of the Registrable Securities covered by the Initial Shelf Registration have been sold in the manner set forth and as contemplated in the Initial Shelf Registration, (ii) the date on which all the Registrable Securities (x) held by Persons who are not affiliates of the Company may be resold pursuant to Rule 144(k) under the Securities Act, or any successor provision, or (y) cease to be outstanding, or (iii) a Subsequent Shelf Registration covering all of the Registrable Securities has been declared effective under the Securities Act. (b) Subsequent Shelf Registrations. If the Initial Shelf Registration or any Subsequent Shelf Registration (as defined below) ceases to be effective for any reason at any time during the Effectiveness Period (other than because of the sale of all of the securities registered thereunder), the Company shall use all reasonable efforts to obtain the prompt withdrawal of any order suspending the effectiveness thereof, and in any event shall within 45 4 days of such cessation of effectiveness amend the Initial Shelf Registration in a manner to obtain the withdrawal of the order suspending the effectiveness thereof, or file an additional "shelf" Registration Statement pursuant to Rule 415 covering all of the Registrable Securities (a "SUBSEQUENT SHELF REGISTRATION"). If a Subsequent Shelf Registration is filed, the Company shall use all reasonable efforts to cause the Subsequent Shelf Registration to be declared effective under the Securities Act as soon as practicable after such filing and to keep such Registration Statement continuously effective for a period equal to the number of days in the Effectiveness Period less the aggregate number of days during which the Initial Shelf Registration or any Subsequent Shelf Registration was previously continuously effective. As used herein, the term "SHELF REGISTRATION" means the Initial Shelf Registration and any Subsequent Shelf Registration and the term "SHELF REGISTRATION STATEMENT" means any Registration Statement filed in connection with a Shelf Registration. (c) Supplements and Amendments. The Company shall promptly supplement and amend the Shelf Registration if required by the rules, regulations or instructions applicable to the registration form used for such Shelf Registration, if required by the Securities Act, or if reasonably requested by the Holders of the majority in Amount of Registrable Securities covered by such Registration Statement or by any underwriter of such Registrable Securities. (d) Notice and Questionnaire. Each Holder agrees that if such Holder wishes to sell Registrable Securities pursuant to a Shelf Registration Statement and related Prospectus, it will do so only in accordance with this Section 2(d) and Section 4 hereof. Each Holder wishing to sell Registrable Securities pursuant to a Shelf Registration Statement and related Prospectus agrees to deliver a Notice and Questionnaire to the Company at least three (3) Business Days prior to any intended distribution of Registrable Securities under the Shelf Registration Statement. From and after the date the Initial Shelf Registration Statement is declared effective, the Company shall, as promptly as practicable after the date a Notice and Questionnaire is delivered, and in any event upon the later of (x) five (5) Business Days after such date or (y) five (5) Business Days after the expiration of any Deferral Period in effect when the Notice and Questionnaire is delivered or put into effect within five (5) Business Days of such delivery date: (i) if required by applicable law, file with the SEC a post-effective amendment to the Shelf Registration Statement or prepare and, if required by applicable law, file a supplement to the related Prospectus or a supplement or amendment to any document incorporated therein by reference or file any other required document so that the Holder delivering such Notice and Questionnaire is named as a selling securityholder in the Shelf Registration Statement and the related Prospectus in such a manner as to permit such Holder to deliver such Prospectus to purchasers of the Registrable Securities in accordance with applicable law and, if the Company shall file a post-effective amendment to the Shelf Registration Statement, use all reasonable efforts to cause such post-effective amendment to be declared effective under the Securities Act as promptly as is practicable, but in any event by the date (the "AMENDMENT EFFECTIVENESS DEADLINE DATE") that is forty-five (45) days after the date such post-effective amendment is required by this clause to be filed; (ii) provide such Holder copies of any documents filed pursuant to Section 2(d)(i); and 5 (iii) notify such Holder as promptly as practicable after the effectiveness under the Securities Act of any post-effective amendment filed pursuant to Section 2(d)(i); provided that if such Notice and Questionnaire is delivered during a Deferral Period (as defined in Section 3(b)), the Company shall so inform the Holder delivering such Notice and Questionnaire and shall take the actions set forth in clauses (i), (ii) and (iii) above upon expiration of the Deferral Period. Notwithstanding anything contained herein to the contrary, (i) the Company shall be under no obligation to name any Holder that has not delivered a Notice and Questionnaire to the Company in accordance with this Section 2(d) and (ii) the Amendment Effectiveness Deadline Date shall be extended by up to ten (10) Business Days from the expiration of a Deferral Period (and the Company shall incur no obligation to pay Liquidated Damages during such extension) if such Deferral Period shall be in effect on the Amendment Effectiveness Deadline Date. 3. Liquidated Damages. (a) The Company and the Initial Purchaser agree that the Holders of Registrable Securities will suffer damages if the Company fails to fulfill certain of its obligations under Section 2 hereof and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, the Company agrees to pay liquidated damages on the Registrable Securities ("LIQUIDATED DAMAGES") under the circumstances and to the extent set forth below (each of which shall be given independent effect; each a "REGISTRATION DEFAULT"): (i) if the Initial Shelf Registration is not filed on or prior to the Filing Date, then commencing on the day after the Filing Date, Liquidated Damages shall accrue on the Registrable Securities at a rate of 0.50% per annum on the Amount of Registrable Securities; (ii) if the Initial Shelf Registration is not declared effective by the SEC on or prior to the Effectiveness Date, then commencing on the day after the Effectiveness Date, Liquidated Damages shall accrue on the Registrable Securities at a rate of 0.50% per annum on the Amount of Registrable Securities; and (iii) if a Shelf Registration has been declared effective and such Shelf Registration ceases to be effective at any time during the Effectiveness Period (other than as permitted under Section 3(b)), then Liquidated Damages shall accrue on the Registrable Securities at a rate of 0.5% per annum on the Amount of Registrable Securities; provided, however, that Liquidated Damages on the Registrable Securities may not accrue under more than one of the foregoing clauses (i), (ii) or (iii) at any one time; and provided further, however, that (1) upon the filing of the Initial Shelf Registration as required hereunder (in the case of clause (a)(i) of this Section 3), (2) upon the effectiveness of the Initial Shelf Registration as required hereunder (in the case of clause (a)(ii) of this Section 3), or (3) upon the effectiveness of a Shelf Registration which had ceased to remain effective (in the case of (a)(iii) of this Section 3), Liquidated Damages on the Registrable Securities as a result of such clause (or the relevant subclause thereof), as the case may be, shall cease to accrue. It is understood and agreed that, 6 notwithstanding any provision to the contrary, no Liquidated Damages shall accrue on any Registrable Securities that are then covered by an effective Shelf Registration Statement. (b) Notwithstanding paragraph (a) of this Section 3, the Company shall be permitted to suspend the effectiveness of a Registration Statement covering the Registrable Securities for any reason whatsoever for up to 30 consecutive days (the "DEFERRAL PERIOD") in any 90 day period, for a total of not more than 90 days in any twelve-month period, without paying Liquidated Damages. (c) So long as Securities remain outstanding, the Company shall notify the Trustee within two Business Days after each and every date on which an event occurs in respect of which Liquidated Damages is required to be paid. Any amounts of Liquidated Damages due pursuant to clause (a)(i), (a)(ii) or (a)(iii) of this Section 3 will be payable in cash semi-annually on each June 4 and December 4 (each, a "DAMAGES PAYMENT DATE"), commencing with the first such date occurring after any such Liquidated Damages commences to accrue, to Holders to whom regular interest is payable on such Damages Payment Date, with respect to Securities that are Registrable Securities, and to Persons that are registered Holders on the May 19 or November 19 immediately prior to a Damages Payment Date with respect to Underlying Shares that are Registrable Securities. The amount of Liquidated Damages for Registrable Securities will be determined by multiplying the applicable rate of Liquidated Damages by the Amount of Registrable Securities outstanding on the Damages Payment Date following such Registration Default in the case of the first such payment of Liquidated Damages with respect to a Registration Default (and thereafter at the next succeeding Damages Payment Date until the cure of such Registration Default), multiplied by a fraction, the numerator of which is the number of days such Liquidated Damages rate was applicable during such period (determined on the basis of a 360-day year comprised of twelve 30-day months and, in the case of a partial month, the actual number of days elapsed), and the denominator of which is 360. 4. Registration Procedures. In connection with the filing of any Registration Statement pursuant to Section 2 hereof, the Company shall effect such registrations to permit the sale of the securities covered thereby in accordance with the intended method or methods of disposition thereof, and pursuant thereto and in connection with any Registration Statement filed by the Company hereunder the Company shall: (a) Prepare and file with the SEC, on or prior to the Filing Date, a Registration Statement or Registration Statements as prescribed by Section 2 hereof, and use all reasonable efforts to cause each such Registration Statement to become effective and remain effective as provided herein; provided, however, that before filing any Registration Statement or Prospectus or any amendments or supplements thereto, the Company shall furnish to and afford the Holders of the Registrable Securities covered by such Registration Statement and the managing underwriter or underwriters, if any, a reasonable opportunity to review copies of all such documents proposed to be filed (in each case, where possible, at least five Business Days prior to such filing, or such later date as is reasonable under the circumstances). The Company shall not file any Registration Statement or Prospectus or any amendments or supplements thereto if the Holders of a majority in Amount of Registrable Securities covered by such 7 Registration Statement or the managing underwriter or underwriters, if any, shall reasonably object. (b) Prepare and file with the SEC such amendments and post-effective amendments to each Shelf Registration, as may be necessary to keep such Registration Statement continuously effective for the Effectiveness Period; cause the related Prospectus to be supplemented by any Prospectus supplement required by applicable law, and as so supplemented to be filed pursuant to Rule 424 (or any similar provisions then in force) promulgated under the Securities Act; and comply with the provisions of the Securities Act and the Exchange Act applicable to it with respect to the disposition of all Registrable Securities covered by such Registration Statement as so amended or in such Prospectus as so supplemented. The Company shall be deemed not to have used all reasonable efforts to keep a Registration Statement effective during the Effectiveness Period if it voluntarily takes any action that would result in Selling Holders of the Registrable Securities covered thereby not being able to sell such Registrable Securities during that period unless such action is required by applicable law or unless the Company complies with this Agreement, including without limitation the provisions of Section 4(k) hereof. (c) Notify the Selling Holders, a single counsel to such Holders (chosen in accordance with Section 5(b) and the managing underwriter or underwriters, if any, promptly (but in any event within two Business Days), (i) when a Prospectus or any prospectus supplement or post-effective amendment has been filed, and, with respect to a Registration Statement or any post-effective amendment, when the same has become effective under the Securities Act (including in such notice a written statement that any Holder may, upon request, obtain, at the sole expense of the Company, one conformed copy of such Registration Statement or post-effective amendment including financial statements and schedules, documents incorporated or deemed to be incorporated by reference and exhibits), (ii) of the issuance by the SEC of any stop order suspending the effectiveness of a Registration Statement or of any order preventing or suspending the use of any preliminary prospectus or the initiation of any proceedings for that purpose, (iii) of the happening of any event, the existence of any condition or any information becoming known that makes any statement made in such Registration Statement or related Prospectus or any document incorporated or deemed to be incorporated therein by reference untrue in any material respect or that requires the making of any changes in or amendments or supplements to such Registration Statement, Prospectus or documents so that, in the case of the Registration Statement, it will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, and that in the case of the Prospectus, it will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading and (iv) of the Company's determination that a post-effective amendment to a Registration Statement would be appropriate. (d) Use all reasonable efforts to prevent the issuance of any order suspending the effectiveness of a Registration Statement or of any order preventing or suspending the use of a Prospectus and, if any such order is issued, to use all reasonable efforts to obtain the withdrawal of any such order at the earliest possible moment, and provide immediate notice to 8 the Selling Holders and the managing underwriter or underwriters, if any, of the withdrawal of any such order. (e) If requested by the managing underwriter or underwriters, if any, or the Holders of the majority in Amount of Registrable Securities being sold in connection with an underwritten offering (i) promptly incorporate in a prospectus supplement or post-effective amendment such information as the managing underwriter or underwriters (if any), or such Holders reasonably determine is necessary to be included therein, (ii) make all required filings of such prospectus supplement or such post-effective amendment as soon as reasonably practicable after the Company has received notification of the matters to be incorporated in such prospectus supplement or post-effective amendment and (iii) supplement or make amendments to such Registration Statement. (f) Furnish to each Selling Holder, a single counsel to such Holders (chosen in accordance with Section 5(b)) and the managing underwriter or underwriters, if any, at the sole expense of the Company, one conformed copy of the Registration Statement or Registration Statements and each post-effective amendment thereto, including financial statements and schedules, and, if requested, all documents incorporated or deemed to be incorporated therein by reference and all exhibits. (g) Deliver to each Selling Holder, a single counsel to such Holders (chosen in accordance with Section 5(b)) and the managing underwriter or underwriters, if any, at the sole expense of the Company, as many copies of the Prospectus (including each form of preliminary prospectus) and each amendment or supplement thereto and any documents incorporated by reference therein as such Persons may reasonably request; and, subject to the second paragraph of Section 4(s) hereof, the Company hereby consents to the use of such Prospectus and each amendment or supplement thereto by each of the Selling Holders of Registrable Securities and the managing underwriter or underwriters or agents, if any, and dealers (if any), in connection with the offering and sale of the Registrable Securities covered by such Prospectus and any amendment or supplement thereto. (h) Prior to any public offering of Registrable Securities, to use all reasonable efforts to register or qualify, to the extent required by applicable law, and to cooperate with the Selling Holders and the managing underwriter or underwriters, if any, and their respective counsel in connection with the registration or qualification (or exemption from such registration or qualification) of such Registrable Securities or offer and sale under the securities or Blue Sky laws of such jurisdictions within the United States as any selling Holder, or the managing underwriter or underwriters, if any, reasonably request; provided, however, that where Registrable Securities are offered other than through an underwritten offering, the Company agrees to cause the Company's counsel to perform Blue Sky investigations and file registrations and qualifications required to be filed pursuant to this Section 4(h), keep each such registration or qualification (or exemption therefrom) effective during the period such Registration Statement is required to be kept effective and do any and all other acts or things reasonably necessary or advisable to enable the disposition in such jurisdictions of the Registrable Securities covered by the applicable Registration Statement; provided, however, that the Company shall not be required to (A) qualify generally to do business in any jurisdiction where 9 it is not then so qualified, (B) take any action that would subject it to general service of process in any such jurisdiction where it is not then so subject or (C) subject itself to taxation in excess of a nominal dollar amount in any such jurisdiction where it is not then so subject. (i) Cooperate with the Selling Holders and the managing underwriter or underwriters, if any, and their respective counsel to facilitate the timely preparation and delivery of certificates representing shares of Registrable Securities to be sold, which certificates shall not bear any restrictive legends and shall be in a form eligible for deposit with The Depository Trust Company; and enable such shares of Registrable Securities to be in such denominations and registered in such names as the managing underwriter or underwriters, if any, or Holders may reasonably request. (j) Use all reasonable efforts to cause the Registrable Securities covered by any Shelf Registration Statement to be registered with or approved by such other governmental agencies or authorities as may be reasonably necessary to enable the Selling Holder or Holders thereof or the managing underwriter or underwriters, if any, to consummate the disposition of such Registrable Securities, except as may be required solely as a consequence of the nature of such selling Holder's business, in which case the Company will cooperate in all reasonable respects with the filing of such Registration Statement and the granting of such approvals. (k) Upon the occurrence of any event contemplated by paragraph 4(c)(ii), 4(c)(iii) or 4(c)(iv) hereof, as promptly as practicable prepare and (subject to Section 4(a) hereof) file with the SEC, at the sole expense of the Company, a supplement or post-effective amendment to the Registration Statement or a supplement to the related Prospectus or any document incorporated or deemed to be incorporated therein by reference, or file any other required document so that, as thereafter delivered to the purchasers of the Registrable Securities being sold thereunder, any such Prospectus will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. (l) Prior to the effective date of the first Registration Statement relating to the Registrable Securities, (i) provide the Trustee with certificates for the Registrable Securities in a form eligible for deposit with The Depository Trust Company and (ii) provide a CUSIP number for the Registrable Securities. (m) In connection with any underwritten offering of Registrable Securities pursuant to a Shelf Registration, enter into an underwriting agreement as is customary in underwritten offerings of securities similar to the Registrable Securities and take all such other actions as are reasonably requested by the managing underwriter or underwriters in order to expedite or facilitate the registration or the disposition of such Registrable Securities and, in such connection, (i) make such representations and warranties to, and covenants with, the managing underwriter or underwriters with respect to the business of the Company and its subsidiaries (including any acquired business, properties or entity, if applicable) and the Registration Statement, Prospectus and documents, if any, incorporated or deemed to be incorporated by reference therein, in each case, as are customarily made by issuers to underwriters in underwritten offerings of securities similar to the Registrable Securities and confirm the same in writing if and when requested; (ii) obtain the written opinion of counsel to the Company and written updates thereof in form, scope and substance reasonably satisfactory to the managing 10 underwriter or underwriters, addressed to the managing underwriter or underwriters covering the matters customarily covered in opinions requested in underwritten offerings of securities similar to the Registrable Securities and such other matters as may be reasonably requested by the managing underwriter or underwriters; and (iii) obtain "cold comfort" letters and updates thereof in form, scope and substance reasonably satisfactory to the managing underwriter or underwriters from the independent certified public accountants of the Company (and, if necessary, any other independent certified public accountants of any subsidiary of the Company or of any business acquired by the Company for which financial statements and financial data are, or are required to be, included or incorporated by reference in the Registration Statement), addressed to each of the underwriters, such letters to be in customary form and covering matters of the type customarily covered in "cold comfort" letters in connection with underwritten offerings of securities similar to the Registrable Securities and such other matters as reasonably requested by the managing underwriter or underwriters as permitted by the Statement on Auditing Standards No. 72. The above shall be done as and to the extent required by such underwriting agreement. (n) Make available for inspection by any Selling Holder of such Registrable Securities being sold, any managing underwriter or underwriters participating in any such disposition of Registrable Securities, if any, and any attorney, accountant or other agent retained by any such Selling Holder or underwriter (collectively, the "INSPECTORS"), at the offices where normally kept, during reasonable business hours at such time or times as shall be mutually convenient for the Company and the Inspectors as a group, all financial and other records, pertinent corporate documents and instruments of the Company and its subsidiaries (collectively, the "RECORDS") as shall be reasonably necessary to enable them to exercise any applicable due diligence responsibilities, and cause the officers, directors and employees of the Company and its subsidiaries to supply all information reasonably requested by any such Inspector in connection with such Registration Statement. Records that the Company determines, in good faith, to be confidential and any Records that it notifies the Inspectors are confidential shall not be disclosed by any Inspector unless (i) the disclosure of such Records is necessary to avoid or correct a material misstatement or material omission in such Registration Statement, (ii) the release of such Records is ordered pursuant to a subpoena or other order from a court of competent jurisdiction, (iii) disclosure of such information is, in the opinion of counsel for any Inspector, necessary or advisable in connection with any action, claim, suit or proceeding, directly involving or potentially involving such Inspector and arising out of, based upon, relating to, or involving this Agreement or any transactions contemplated hereby or arising hereunder or (iv) the information in such Records has been made generally available to the public other than through the acts of such Inspector; provided, however, that prior notice shall be provided as soon as practicable to the Company of the potential disclosure of any information by such Inspector pursuant to clauses (ii) or (iii) of this sentence to permit the Company to obtain a protective order (or waive the provisions of this paragraph (n)). Each Inspector shall take such actions as are reasonably necessary to protect the confidentiality of such information (if practicable) to the extent such actions are otherwise not inconsistent with, an impairment of or in derogation of the rights and interests of the Holder or any Inspector, unless and until such information in such Records has been made generally available to the public other than as a result of a breach of this Agreement. 11 (o) Provide (i) the Holders of the Registrable Securities to be included in such Registration Statement and not more than one counsel for all the Holders of such Registrable Securities chosen in accordance with Section 5(b), (ii) the managing underwriter or underwriters (which term, for purposes of this Registration Rights Agreement, shall include a Person deemed to be an underwriter within the meaning of Section 2(11) of the Securities Act), if any, thereof, (iii) the sales or placement agent, if any, thereof, and (iv) one counsel for such underwriters or agents, reasonable opportunity to participate in the preparation of such Registration Statement, each prospectus included therein or filed with the SEC, and each amendment or supplement thereto. (p) Comply with all applicable rules and regulations of the SEC and make generally available to its security holders earning statements satisfying the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder (or any similar rule promulgated under the Securities Act) no later than 45 days after the end of any 12-month period (or 90 days after the end of any 12-month period if such period is a fiscal year) (i) commencing at the end of any fiscal quarter in which Registrable Securities are sold to underwriters in a firm commitment or best efforts underwritten offering and (ii) if not sold to underwriters in such an offering, commencing on the first day of the first fiscal quarter of the Company after the effective date of a Registration Statement, which statements shall cover said 12-month periods. (q) Cooperate with each Selling Holder of Registrable Securities covered by any Registration Statement and the managing underwriter or underwriters, if any, participating in the disposition of such Registrable Securities and their respective counsel in connection with any filings required to be made with the National Association of Securities Dealers, Inc. (the "NASD"), including, if the Conduct Rules of the NASD or any successor thereto as amended from time to time so require, engaging a "qualified independent underwriter" ("QIU") as contemplated therein and making Records available to such QIU as though it were a participating underwriter for the purposes of Section 4(n) and otherwise applying the provisions of this Agreement to such QIU (including indemnification) as though it were a participating underwriter. (r) Cause the Indenture to be qualified under the TIA not later than the effective date of the first Registration Statement relating to the Registrable Securities; and in connection therewith, cooperate with the Trustee and the Holders of the Registrable Securities and their respective counsel to effect such changes to the Indenture as may be required for the Indenture to be so qualified in accordance with the terms of the TIA; and execute, and use all reasonable efforts to cause the Trustee to execute, all documents as may be required to effect such changes and all other forms and documents required to be filed with the SEC to enable the Indenture to be so qualified in a timely manner. (s) Use all reasonable efforts to take all other steps necessary or advisable to effect the registration of the Registrable Securities covered by a Registration Statement contemplated hereby. Each Holder agrees, by acquisition of the Registrable Securities, that no Holder shall be entitled to sell any of such Registrable Securities pursuant to a Registration Statement or to receive a Prospectus relating thereto, unless such Holder has furnished the Company with a 12 Notice and Questionnaire as required pursuant to Section 2(d) hereof (including the information required to be included in such Notice and Questionnaire) and the information set forth in the next sentence. Each Selling Holder agrees promptly to furnish to the Company all information required to be disclosed in order to make the information previously furnished to the Company by such Selling Holder not misleading and any other information regarding such Selling Holder and the distribution of such Registrable Securities as the Company may from time to time reasonably request. Any sale of any Registrable Securities by any Holder shall constitute a representation and warranty by such Holder that the information relating to such Holder and its plan of distribution is as set forth in the Prospectus delivered by such Holder in connection with such disposition, that such Prospectus does not as of the time of such sale contain any untrue statement of a material fact relating to or provided by such Holder or its plan of distribution and that such Prospectus does not as of the time of such sale omit to state any material fact relating to or provided by such Holder or its plan of distribution necessary to make the statements in such Prospectus, in the light of the circumstances under which they were made, not misleading. The Company may require each Selling Holder of Registrable Securities as to which any registration is being effected to furnish to the Company such additional information regarding such Holder and the distribution of such Registrable Securities as the Company may, from time to time, reasonably request to the extent necessary or advisable to comply with the Securities Act. The Company may exclude from such registration the Registrable Securities of any Selling Holder if such Holder fails to furnish such additional information within 20 Business Days after receiving such request. Each Selling Holder as to which any Shelf Registration is being effected agrees to furnish promptly to the Company all information required to be disclosed so that the information previously furnished to the Company by such Holder is not materially misleading and does not omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances under which they were made. Each Holder of Registrable Securities agrees by acquisition of such Registrable Securities that, upon actual receipt of any notice from the Company of the Company suspending the effectiveness of the Registration Statement pursuant to Section 3(b) hereof, or upon the happening of any event of the kind described in Section 4(c)(ii), 4(c)(iii) or 4(c)(iv) hereof, such Holder will forthwith discontinue disposition of such Registrable Securities covered by such Registration Statement or Prospectus until such Holder's receipt of the copies of the supplemented or amended Prospectus contemplated by Section 4(k) hereof, or until it is advised in writing by the Company that the use of the applicable Prospectus may be resumed, and has received copies of any amendments or supplements thereto. 5. Registration Expenses. (a) All fees and expenses incident to the performance of or compliance with this Agreement by the Company shall be borne by the Company, including, without limitation, (i) all registration and filing fees (including, without limitation, (A) fees with respect to filings required to be made with the NASD in connection with an underwritten offering and (B) fees and expenses of compliance with state securities or Blue Sky laws (including, without limitation, reasonable fees and disbursements of counsel in connection with Blue Sky qualifications of the Registrable Securities and determination of the eligibility of the Registrable Securities for 13 investment under the laws of such jurisdictions as provided in Section 4(h) hereof), (ii) printing expenses, including, without limitation, expenses of printing certificates for Registrable Securities in a form eligible for deposit with The Depository Trust Company and of printing prospectuses if the printing of prospectuses is requested by the managing underwriter or underwriters, if any, or by the Holders of the majority in Amount of Registrable securities included in any Registration Statement, (iii) messenger, telephone and delivery expenses, (iv) fees and disbursements of counsel for the Company, (v) fees and disbursements of all independent certified public accountants referred to in Section 4(m)(iii) hereof (including, without limitation, the expenses of any special audit and "cold comfort" letters required by or incident to such performance), (vi) Securities Act liability insurance, if the Company desires such insurance, (vii) fees and expenses of all other Persons retained by the Company, (viii) internal expenses of the Company (including, without limitation, all salaries and expenses of officers and employees of the Company performing legal or accounting duties), (ix) the expense of any annual audit, (x) the fees and expenses incurred in connection with the listing of the securities to be registered on any securities exchange, if applicable, and (xi) the expenses relating to printing, word processing and distributing all Registration Statements, underwriting agreements, securities sales agreements and any other documents necessary in order to comply with this Agreement. Notwithstanding anything in this Agreement to the contrary, each Holder shall pay all underwriting discounts and brokerage commissions with respect to any Registrable Securities sold by it, and the Company shall not be responsible for the fees and expenses of any counsel for the managing underwriter or underwriters, if any. (b) The Company shall reimburse the Holders of the Registrable Securities being registered in a Shelf Registration for the reasonable fees and disbursements of not more than one counsel chosen by the Holders of a majority in Amount of Registrable Securities to be included in such Registration Statement. 6. Indemnification. The Company agrees to indemnify and hold harmless (i) each Holder (which, for the absence of doubt, for purposes of this Section 6 shall include the Initial Purchaser), (ii) each Person, if any, who controls (within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act) any Holder (any of the Persons referred to in this clause (ii) being hereinafter referred to as a "CONTROLLING PERSON"), (iii) the respective officers, directors, partners, employees, representatives and agents of any Holder (including any predecessor holder)or any controlling person (any person referred to in clause (i), (ii) or (iii) may hereinafter be referred to as an "INDEMNIFIED HOLDER"), against any losses, claims, damages or liabilities to which such Indemnified Holder may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions or proceedings in respect thereof) arise out of or are based upon (A) any untrue statement or alleged untrue statement of any material fact contained in any Registration Statement or Prospectus, or any amendment or supplement thereto or any related preliminary prospectus or (B) the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, in the light of the circumstances in which they were made; provided, however, that the Company will not be liable under this paragraph, (x) to the extent that any such loss, claim, damage or liability arises out of or is based upon an untrue statement or alleged untrue statement, or omission or alleged omission made in any such Registration Statement or 14 Prospectus, or any amendment or supplement thereto or any related preliminary prospectus in reliance upon and in conformity with written information relating to any Holder furnished to the Company by or on behalf of such Holder specifically for use in therein or (y) with respect to any untrue statement or alleged untrue statement, or omission or alleged omission made in any preliminary prospectus if the person asserting any such loss, claim, damage or liability who purchased Registrable Securities which are the subject thereof did not receive a copy of the Prospectus (or of the preliminary prospectus as then amended or supplemented if the Company shall have furnished such Indemnified Holder with such amendment or supplement thereto on a timely basis) at or prior to the written confirmation of the sale of such Registrable Securities to such person and, in any case where such delivery is required by applicable law and the untrue statement or alleged untrue statement or omission or alleged omission of a material fact made in such preliminary prospectus was corrected in the Prospectus (or the preliminary prospectus as then amended or supplemented if the Company shall have furnished such Indemnified Holder with such amendment or supplement thereto on a timely basis). The Company shall notify such Indemnified Holder promptly of the institution, threat or assertion of any claim, proceeding (including any governmental investigation) or litigation in connection with the matters addressed by this Agreement which involves the Company or such Indemnified Holder. The Company agrees to reimburse each Indemnified Holder upon demand for any legal or other out-of-pocket expenses reasonably incurred by such Indemnified Holder in connection with investigating or defending any such loss, claim, damage or liability, action or proceeding or in responding to a subpoena or governmental inquiry related to the offering of the Registrable Securities, whether or not such Indemnified Holder is a party to any action or proceeding. In the event that it is finally judicially determined that an Indemnified Holder was not entitled to receive payments for legal and other expenses pursuant to this paragraph, such Indemnified Holder will promptly return all sums that had been advanced pursuant hereto. Each Holder agrees, severally and not jointly, to indemnify and hold harmless the Company, its directors and officers and each Person who controls the Company (within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act) to the same extent as the indemnity provided in the first paragraph of this Section 6 from the Company to each Holder, but only with reference to such losses, claims, damages or liabilities which are caused by any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with information relating to a Holder furnished to the Company in writing by such Holder expressly for use in any Registration Statement or Prospectus, or any amendment or supplement thereto or any related preliminary prospectus. In case any proceeding (including any governmental investigation) shall be instituted involving any Person in respect of which indemnity may be sought pursuant to either of the first and third paragraphs of this Section 6, such Person (the "INDEMNIFIED PERSON") shall promptly notify the Person or Persons against whom such indemnity may be sought (each an "INDEMNIFYING PERSON") in writing. No indemnification provided for in the first or third paragraphs of this Section 6 shall be available to any Person who shall have failed to give notice as provided in this paragraph if the party to whom notice was not given was unaware of the proceeding to which such notice would have related and was materially prejudiced by the failure to give such notice, but the failure to give such notice shall not relieve the Indemnifying Person or Persons from any liability which it or they may have to the Indemnified Person for 15 contribution or otherwise than on account of the provisions of the first and third paragraphs of this Section 6. In case any such proceeding shall be brought against any Indemnified Person and it shall notify the Indemnifying Person of the commencement thereof, the Indemnifying Person shall be entitled to participate therein and, to the extent that it shall wish, jointly with any other Indemnifying Person similarly notified, to assume the defense thereof, with counsel reasonably satisfactory to such Indemnified Person and shall pay as incurred (or within 30 days of presentation) the fees and disbursements of such counsel related to such proceeding. In any such proceeding, any Indemnified Person shall have the right to retain its own counsel at its own expense. Notwithstanding the foregoing, the Indemnifying Person shall pay as incurred (or within 30 days of presentation) the fees and expenses of the counsel retained by the Indemnified Person in the event (i) the Indemnifying Person and the Indemnified Person shall have mutually agreed to the retention of such counsel, (ii) the named parties to any such proceeding (including any impleaded parties) include both the Indemnifying Person and the Indemnified Person and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them or (iii) the Indemnifying Person shall have failed to assume the defense and employ counsel reasonably acceptable to the Indemnified Person within a reasonable period of time after notice of commencement of the action. It is understood that the Indemnifying Person shall not, in connection with any proceeding or related proceedings in the same jurisdiction, be liable for the reasonable fees and expenses of more than one separate firm for all such Indemnified Persons. Such firm shall be designated in writing by a majority in Amount of Registrable Securities in the case of parties indemnified pursuant to the first paragraph of this Section 6 and by the Company in the case of parties indemnified pursuant to the third paragraph of this Section 6. The Indemnifying Person shall not be liable for any settlement of any proceeding effected without its written consent but if settled with such consent or if there be a final judgment for the plaintiff, the Indemnifying Person agrees to indemnify the Indemnified Person from and against any loss or liability by reason of such settlement or judgment. In addition, the Indemnifying Person will not, without the prior written consent of the Indemnified Person, settle or compromise or consent to the entry of any judgment in any pending or threatened claim, action or proceeding of which indemnification may be sought hereunder (whether or not any Indemnified Person is an actual or potential party to such claim, action or proceeding) unless such settlement, compromise or consent includes an unconditional release of each Indemnified Person from all liability arising out of such claim, action or proceeding. To the extent the indemnification provided for in this Section 6 is unavailable to or sufficient to hold harmless an Indemnified Person under the first or third paragraph of this Section 6 in respect of any losses, claims, damages or liabilities (or actions or proceedings in respect thereof) referred to therein, except by reason of the exceptions set forth in the first or third paragraphs of this Section 6 or the failure of the Indemnified Person to give notice as required in the fourth paragraph of this Section 6, then each Indemnifying Person shall contribute to the amount paid or payable by such Indemnified Person as a result of such losses, claims, damages or liabilities (or actions or proceedings in respect thereof) in such proportion as is appropriate to reflect the relative benefits received by the Indemnifying Person on the one hand and the Indemnified Person on the other hand from the offering of the Securities pursuant to the Purchase Agreement and the Registrable Securities pursuant to any Shelf Registration. If, however, the allocation provided by the immediately preceding sentence is not permitted by applicable law then each Indemnifying Person shall contribute to such amount paid or payable by such Indemnified Person in such proportion as is appropriate to reflect not only such relative 16 benefits but also the relative fault of the Indemnifying Person on the one hand and the Indemnified Person on the other in connection with the statements or omissions which resulted in such losses, claims, damages or liabilities (or actions or proceedings in respect thereof), as well as any other relevant equitable considerations. The relative benefits received by the Company on the one hand and any Indemnified Holder on the other shall be deemed to be in the same proportion as the total net proceeds (before deducting expenses) received by the Company from the offering and sale of the Securities bear to the total net proceeds received by such Indemnified Holder from sales of Registrable Securities giving rise to such obligations. The relative fault shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by the Company on the one hand or such Indemnified Holder on the other and the parties' relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. The Company and the Initial Purchaser agree that it would not be just and equitable if contributions pursuant to the immediately preceding paragraph of this Section 6 were determined by pro rata allocation or by any other method of allocation which does not take account of the equitable considerations referred to in the immediately preceding paragraph. The amount paid or payable by an Indemnified Person as a result of the losses, claims, damages or liabilities (or actions or proceedings in respect thereof) referred to in the immediately preceding paragraph shall be deemed to include any legal or other expenses reasonably incurred by such Indemnified Person in connection with investigating or defending any such action or claim or enforcing any rights hereunder. Notwithstanding the provisions of this paragraph and the immediately preceding paragraph of this Section 6, (i) in no event shall any Holder be required to contribute any amount in excess of the amount by which the net proceeds received by such Holder from the offering or sale of the Registrable Securities pursuant to a Shelf Registration Statement exceeds the amount of damages which such Holder would have otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission and (ii) no Person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any Person who was not guilty of such fraudulent misrepresentation. Except as otherwise provided in this Section 6, any losses, claims, damages, liabilities or expenses for which an Indemnified Person is entitled to indemnification or contribution under this Section 6 shall be paid by the Indemnifying Person to the Indemnified Person as such losses, claims, damages, liabilities or expenses are incurred (or within 30 days of presentation). The remedies provided for in this Section 6 are not exclusive and shall not limit any rights or remedies that may otherwise be available to any indemnified party at law or in equity. The indemnity and contribution agreements contained in this Section 6 shall remain operative and in full force and effect regardless of (i) any termination of this Agreement, (ii) any investigation made by or on behalf of any Holder or any Person controlling any Holder or by or on behalf of the Company, its officers or directors or any other Person controlling any of the Company and (iii) acceptance of and payment for any of the Registrable Securities. 17 7. Rules 144 and 144A. The Company covenants that it will file the reports required to be filed by it under the Securities Act and the Exchange Act and the rules and regulations adopted by the SEC thereunder in a timely manner in accordance with the requirements of the Securities Act and the Exchange Act and, for so long as any Registrable Securities remain outstanding, if at any time the Company is not required to file such reports, it will, upon the request of any Holder or beneficial owner of Registrable Securities, make available such information necessary to permit sales pursuant to Rule 144A under the Securities Act. The Company further covenants that, for so long as any Registrable Securities remain outstanding, it will use all reasonable efforts to take such further action as any Holder of Registrable Securities may reasonably request, all to the extent required from time to time to enable such holder to sell Registrable Securities without registration under the Securities Act within the limitation of the exemptions provided by (a) Rule 144(k) and Rule 144A under the Securities Act, as such rules may be amended from time to time, or (b) any similar rule or regulation hereafter adopted by the SEC. Notwithstanding the foregoing, nothing in this Section 7 shall be deemed to require the Company to register any of its securities pursuant to the Exchange Act. 8. Underwritten Registrations. If any of the Registrable Securities covered by any Shelf Registration are to be sold in an underwritten offering, the investment banker or investment bankers and manager or managers that will manage the offering will be selected by, and the underwriting arrangements with respect thereto will be approved by, the Company; provided, however, that such investment bankers and managers and underwriting arrangements must be reasonably satisfactory to the Holders of the majority in Amount of Registrable Securities to be included in such offering. No Holder of Registrable Securities may participate in any underwritten registration hereunder unless such Holder (a) agrees to sell such Holder's Registrable Securities on the basis provided in any underwriting arrangements approved by the Persons entitled hereunder to approve such arrangements and (b) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements. 9. Miscellaneous. (a) No Inconsistent Agreements. The Company has not, as of the date hereof, and the Company shall not, after the date of this Agreement, enter into any agreement with respect to any of its securities that is inconsistent with the rights granted to the Holders of Registrable Securities in this Agreement or otherwise conflicts with the provisions hereof. (b) Adjustments Affecting Registrable Securities. The Company shall not, directly or indirectly, take any action with respect to the Registrable Securities as a class that would adversely affect the ability of the Holders of Registrable Securities to include such Registrable Securities in a registration undertaken pursuant to this Agreement. (c) Amendments and Waivers. The provisions of this Agreement may not be amended, modified or supplemented, and waivers or consents to departures from the provisions hereof may not be given, otherwise than with the prior written consent of the Company and the 18 Holders of not less than the majority in Amount of Registrable Securities; provided, however, that Section 6 and this Section 9(c) may not be amended, modified or supplemented without the prior written consent of the Company and each Holder (including, in the case of an amendment, modification or supplement of Section 6, any Person who was a Holder of Registrable Securities disposed of pursuant to any Registration Statement). Notwithstanding the foregoing, a waiver or consent to depart from the provisions hereof with respect to a matter that relates exclusively to the rights of Holders of Registrable Securities whose securities are being sold pursuant to a Registration Statement and that does not directly or indirectly affect, impair, limit or compromise the rights of other Holders of Registrable Securities may be given by Holders of at least a majority in Amount of the Registrable Securities being sold by such Holders pursuant to such Registration Statement. (d) Notices. All notices and other communications (including without limitation any notices or other communications to the Trustee) provided for or permitted hereunder shall be made in writing by hand-delivery, registered first-class mail, next-day air courier or facsimile: (1) if to a Holder of Registrable Securities, at the most current address of such Holder set forth on the records of the registrar under the Indenture, in the case of Holders of Securities, and the stock ledger of the Company, in the case of Holders of common stock of the Company, unless, in either such case, any Holder shall have provided notice information in a Notice and Questionnaire or any amendment thereto, in which case such information shall control. (2) if to the Initial Purchaser: Deutsche Bank Securities Inc. 1 South Street, 15th Floor Baltimore, Maryland 21202 Facsimile No.: (410) 895-2720 Attention: Syndicate Manager Deutsche Bank Securities Inc. 31 West 52nd Street New York, New York 10019 Facsimile No.: (212) 469-3665 Attention: General Counsel with copies to: Davis Polk & Wardwell 450 Lexington Avenue New York, New York 10017 Facsimile No.: (212) 450-4800 Attention: Bruce K. Dallas 19 (3) if to the Company: Medicis Pharmaceutical Corporation 8125 North Hayden Road Scottsdale, Arizona 85258-2463 Facsimile No.: (602) 778-6132 Attention: Chief Financial Officer with copies to: Akin, Gump, Strauss, Hauer & Feld, L.L.P. 590 Madison Avenue New York, New York 10022 Facsimile No.: (212) 407-3268 Attention: Stephen Older All such notices and communications shall be deemed to have been duly given: when delivered by hand, if personally delivered; five (5) Business Days after being deposited in the mail, postage prepaid, if mailed; one Business Day after being timely delivered to a next-day air courier; and when the addressor receives facsimile confirmation, if sent by facsimile during normal business hours, and otherwise on the next Business Day during normal business hours. (e) Successors and Assigns. This Agreement shall inure to the benefit of and be binding upon the successors and assigns of each of the parties hereto, including the Holders; provided, however, that this Agreement shall not inure to the benefit of or be binding upon a successor or assign of a Holder unless and except to the extent such successor or assign holds Registrable Securities. (f) Counterparts. This Agreement may be executed in any number of counterparts and by the parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement. (g) Headings. The headings in this Agreement are for convenience of reference only and shall not limit or otherwise affect the meaning hereof. (h) Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, AS APPLIED TO CONTRACTS MADE AND PERFORMED WHOLLY WITHIN THE STATE OF NEW YORK, WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAW. EACH OF THE PARTIES HERETO AGREES TO SUBMIT TO THE JURISDICTION OF THE FEDERAL AND NEW YORK STATE COURTS SITTING IN MANHATTAN, NEW YORK CITY, THE STATE OF NEW YORK, IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT. (i) Severability. If any term, provision, covenant or restriction of this Agreement is held by a court of competent jurisdiction to be invalid, illegal, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions set forth herein 20 shall remain in full force and effect and shall in no way be affected, impaired or invalidated, and the parties hereto shall use their best efforts to find and employ an alternative means to achieve the same or substantially the same result as that contemplated by such term, provision, covenant or restriction. It is hereby stipulated and declared to be the intention of the parties that they would have executed the remaining terms, provisions, covenants and restrictions without including any of such that may be hereafter declared invalid, illegal, void or unenforceable. (j) Securities Held by the Company or Its Affiliates. Whenever the consent or approval of Holders of a specified percentage in Amount of Registrable Securities is required hereunder, Registrable Securities held by the Company or its affiliates (as such term is defined in Rule 405 under the Securities Act) shall not be counted in determining whether such consent or approval was given by the Holders of such required percentage. (k) Third-Party Beneficiaries. Holders of Registrable Securities are intended third party beneficiaries of this Agreement and this Agreement may be enforced by such Persons. (l) Entire Agreement. This Agreement, together with the Purchase Agreement and the Indenture, is intended by the parties as a final and exclusive statement of the agreement and understanding of the parties hereto in respect of the subject matter contained herein and therein and any and all prior oral or written agreements, representations, or warranties, contracts, understandings, correspondence, conversations and memoranda between the Initial Purchaser on the one hand and the Company on the other, or between or among any agents, representatives, parents, subsidiaries, affiliates, predecessors in interest or successors in interest with respect to the subject matter hereof and thereof are merged herein and replaced hereby. 21 IN WITNESS WHEREOF, the parties have executed this Registration Rights Agreement as of the date first written above. MEDICIS PHARMACEUTICAL CORPORATION By: /s/ Mark A. Prygocki, Sr. ------------------------------- Name: Mark A. Prygocki, Sr. Title: Executive Vice President, Chief Financial Officer and Treasurer DEUTSCHE BANK SECURITIES INC. By: /s/ H. Michael Cohen ------------------------------- Name: H. Michael Cohen Title: Managing Director 22 EX-99.1 5 p66689exv99w1.htm EX-99.1

CONTACT:
Libby Ivy, Director, Investor Relations & Corporate Communications, (602) 808-3854

MEDICIS ISSUES $350 MILLION OF CONTINGENT CONVERTIBLE
SENIOR NOTES DUE 2032

SCOTTSDALE, Arizona—June 4, 2002—Medicis (NYSE:MRX) today announced the closing of its private offering of $350 million of its contingent convertible senior notes due 2032 (the “Notes”) that are convertible into shares of Medicis Class A common stock under certain circumstances. Medicis intends to use the proceeds from the offering of the Notes: (1) to fund the purchase of up to $142.5 million of its Class A common stock, in connection with short sales of the Company’s common stock by purchasers of the Notes, (2) for future acquisitions of businesses, products and technologies and (3) for general corporate purposes. Medicis has also granted to the initial purchaser an option to purchase up to an additional $50 million of Notes. The 30-year contingent convertible senior notes will pay a coupon of 2.5% and are convertible into Medicis Class A common stock at a price of $58.10.

The 30-year contingent convertible senior notes may not be redeemed by Medicis for five years but are redeemable at any time thereafter at par. Holders of the 30-year contingent convertible senior notes will have the option to require Medicis to purchase their notes at par in years five, 10 and 15.

This press release does not constitute an offer to sell or the solicitation of an offer to buy any security. The Notes and common stock issuable upon conversion of the Notes have not been registered under the Act or applicable state securities laws and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements.

The statements in this press release regarding the timing of the proposed private placement and its terms are forward-looking statements that involve risks and uncertainties including, but not limited to, market conditions and the price and market for the securities to be offered.

Medicis is a specialty pharmaceutical company and a leading independent pharmaceutical company in the United States focusing primarily on the treatment of dermatological, pediatric and podiatric conditions. Medicis develops and markets leading products for major segments within dermatology, including acne, fungal infections, rosacea, hyperpigmentation, photoaging, psoriasis, eczema, skin and skin-structure infections, seborrheic dermatitis, head lice and cosmesis (improvement in the texture and appearance of skin). Ascent Pediatrics, Inc., the Company’s wholly owned subsidiary, markets leading pediatric products for the treatment of asthma and other respiratory inflammatory conditions; acute otitis media, or middle ear infections; and an over-the-counter saline nasal mist.

The Company’s brands include the prescription brands DYNACIN® (minocycline HCl), LOPROX® (ciclopirox), LUSTRA® (hydroquinone), LUSTRA-AF® (hydroquinone) with sunscreen, ALUSTRA™ (hydroquinone) with retinol, PLEXION® Cleanser (sodium sulfacetamide/sulfur), PLEXION TS™

(more)

(sodium sulfacetamide/sulfur), PLEXION SCT™ (sodium sulfacetamide/sulfur), TRIAZ® (benzoyl peroxide), OMNICEF® (cefdinir), ORAPRED® (prednisolone sodium phosphate), OVIDE® (malathion), LIDEX® (fluocinonide), SYNALAR® (fluocinolone acetonide) and TOPICORT® (desoximetasone); the over-the-counter brand ESOTERICA®; and BUPHENYL® (sodium phenylbutyrate), a prescription product indicated in the treatment of Urea Cycle Disorder.

Except for historical information, this press release includes “forward-looking statements” within the meaning of the Securities Litigation Reform Act. All statements included in this press release that address activities, events or developments that Medicis expects, believes or anticipates will or may occur in the future are forward-looking statements. This includes earnings estimates, future financial performance and other matters. These statements are based on certain assumptions made by Medicis based on its experience and perception of historical trends, current conditions, expected future developments and other factors it believes are appropriate in the circumstances. The Company cannot validate its assumptions of the full impact on its business of the approval of competitive generic versions of the Company’s core brands, or any future competitive product approvals that may affect the Company’s brands. Such statements are subject to a number of assumptions, risks and uncertainties, many of which are beyond the control of Medicis. Any such projections or statements include the current views of Medicis with respect to future events and financial performance. No assurances can be given, however, that these events will occur or that such results will be achieved and there are a number of important factors that could cause actual results to differ materially from those projected, including the ability of Medicis to successfully integrate Ascent’s operations, the ability to realize anticipated synergies and benefits of the transaction, the risks and uncertainties normally incident to the pharmaceutical industry, dependence on sales of key products, the uncertainty of future financial results and fluctuations in operating results, dependence on Medicis’ strategy including the uncertainty of license payments and/or other payments due from third parties, the timing and success of new product introductions and other risks described from time to time in Medicis’ SEC filings including its Annual Report on Form 10-K for the year ended June 30, 2001. Forward-looking statements represent the judgment of Medicis’ management as of the date of this release, and Medicis disclaims any intent or obligation to update any forward-looking statements.

NOTE: Full prescribing information for any Medicis prescription product is available by contacting the Company. OMNICEF® is a registered trademark of Abbott Laboratories, Inc. under a license from Fujisawa Pharmaceutical Co., Ltd. All other marks (or brands) and names are the property of Medicis or its affiliates.

# # #

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EX-4.1

                       MEDICIS PHARMACEUTICAL CORPORATION


                2.5% Contingent Convertible Senior Notes Due 2032


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


                                    INDENTURE

                            Dated as of June 4, 2002


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


                      Deutsche Bank Trust Company Americas

                                     TRUSTEE

                             CROSS-REFERENCE TABLE*


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


N.A. means not applicable.

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


                                       i

                                Table of Contents


                                                                                   Page
                                                                                   ----
                                                                                
                                    ARTICLE 1
                   DEFINITIONS AND INCORPORATION BY REFERENCE

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

Section 1.02.  Other Definitions. ................................................    5

Section 1.03.  Incorporation by Reference of Trust Indenture Act .................    5

Section 1.04.  Rules of Construction .............................................    6

Section 1.05.  Acts of Holders ...................................................    6


                                    ARTICLE 2
                                 THE SECURITIES

Section 2.01.  Form and Dating ...................................................    7

Section 2.02.  Execution and Authentication ......................................    9

Section 2.03.  Registrar, Paying Agent and Conversion Agent ......................    9

Section 2.04.  Paying Agent to Hold Money in Trust ...............................   10

Section 2.05.  Securityholder Lists ..............................................   10

Section 2.06.  Transfer and Exchange .............................................   10

Section 2.07.  Replacement Securities ............................................   12

Section 2.08.  Outstanding Securities; Determinations of Holders' Action .........   12

Section 2.09.  Temporary Securities ..............................................   13

Section 2.10.  Cancellation ......................................................   13

Section 2.11.  Persons Deemed Owners .............................................   14

Section 2.12.  Global Securities .................................................   14

Section 2.13.  CUSIP Numbers .....................................................   16


                                    ARTICLE 3
                            REDEMPTION AND PURCHASES

Section 3.01.  Right To Redeem; Notices To Trustee ...............................   16

Section 3.02.  Selection of Securities to Be Redeemed ............................   17

Section 3.03.  Notice of Redemption ..............................................   17

Section 3.04.  Effect of Notice of Redemption ....................................   18

Section 3.05.  Deposit of Redemption Price .......................................   18

Section 3.06.  Securities Redeemed in Part .......................................   18

Section 3.07.  Reserved. .........................................................   18

Section 3.08.  Purchase of Securities at Option of the Holder ....................   18

Section 3.09.  Purchase of Securities at Option of the Holder upon Change in
               Control ...........................................................   21

Section 3.10.  Effect of Purchase Notice or Change in Control Purchase Notice ....   24

Section 3.11.  Deposit of Purchase Price or Change in Control Purchase Price .....   25

Section 3.12.  Securities Purchased in Part ......................................   25



                                       ii

                                                                                
Section 3.13.  Covenant to Comply with Securities Laws upon Purchase of Securities   25

Section 3.14.  Repayment to the Company ..........................................   25


                                    ARTICLE 4
                                    COVENANTS

Section 4.01.  Payment of Securities .............................................   26

Section 4.02.  Sec and Other Reports .............................................   26

Section 4.03.  Compliance Certificate ............................................   26

Section 4.04.  Further Instruments and Acts ......................................   27

Section 4.05.  Maintenance of Office or Agency ...................................   27

Section 4.06.  Delivery of Certain Information ...................................   27

Section 4.07.  Tax Treatment of Securities .......................................   27

Section 4.08.  Liquidated Damages ................................................   28


                                    ARTICLE 5
                              SUCCESSOR CORPORATION

Section 5.01.  When the Company May Merge or Transfer Assets .....................   28


                                    ARTICLE 6
                              DEFAULTS AND REMEDIES

Section 6.01.  Events of Default .................................................   29

Section 6.02.  Defaults and Remedies .............................................   30

Section 6.03.  Other Remedies ....................................................   31

Section 6.04.  Waiver of Past Defaults ...........................................   31

Section 6.05.  Control by Majority ...............................................   31

Section 6.06.  Limitation on Suits ...............................................   31

Section 6.07.  Rights of Holders to Receive Payment ..............................   32

Section 6.08.  Collection Suit by Trustee ........................................   32

Section 6.09.  Trustee May File Proofs of Claim ..................................   32

Section 6.10.  Priorities ........................................................   33

Section 6.11.  Priorities ........................................................   33

Section 6.12.  Waiver of Stay, Extension or Usury Laws ...........................   34


                                    ARTICLE 7
                                     TRUSTEE

Section 7.01.  Duties of Trustee .................................................   34

Section 7.02.  Rights of Trustee .................................................   35

Section 7.03.  Individual Rights of Trustee ......................................   37

Section 7.04.  Trustee's Disclaimer ..............................................   37

Section 7.05.  Notice of Defaults ................................................   37

Section 7.06.  Reports by Trustee to Holders .....................................   37

Section 7.07.  Compensation and Indemnity ........................................   38

Section 7.08.  Replacement of Trustee ............................................   38




                                      iii

                                                                                
Section 7.09.  Successor Trustee by Merger .......................................   39

Section 7.10.  Eligibility; Disqualification .....................................   39

Section 7.11.  Preferential Collection of Claims Against Company .................   40


                                    ARTICLE 8
                             DISCHARGE OF INDENTURE

Section 8.01.  Discharge of Liability on Securities ..............................   40

Section 8.02.  Repayment to the Company ..........................................   40


                                    ARTICLE 9
                                   AMENDMENTS

Section 9.01.  Without Consent of Holders ........................................   40

Section 9.02.  With Consent of Holders ...........................................   41

Section 9.03.  Compliance with Trust Indenture Act ...............................   42

Section 9.04.  Revocation and Effect of Consents .................................   42

Section 9.05.  Notation on or Exchange of Securities .............................   42

Section 9.06.  Trustee to Sign Supplemental Indentures ...........................   42

Section 9.07.  Effect of Supplemental Indentures .................................   42


                                   ARTICLE 10
                                   CONVERSIONS

Section 10.01.  Conversion Privilege .............................................   43

Section 10.02.  Conversion Procedure .............................................   45

Section 10.03.  Adjustments Below Par Value ......................................   47

Section 10.04.  Taxes on Conversion ..............................................   47

Section 10.05.  Company to Provide Stock .........................................   47

Section 10.06.  Adjustment of Conversion Price ...................................   48

Section 10.07.  No Adjustment ....................................................   53

Section 10.08.  Equivalent Adjustments ...........................................   53

Section 10.09.  Adjustment for Tax Purposes ......................................   53

Section 10.10.  Notice of Adjustment .............................................   54

Section 10.11.  Notice of Certain Transactions ...................................   54

Section 10.12.  Effect of Reclassification, Consolidation, Merger, Share
                Exchange or Sale on Conversion Privilege..........................   55

Section 10.13.  Trustee's Disclaimer. ............................................   56

Section 10.14.  Voluntary Reduction. .............................................   56

Section 10.15.  Simultaneous Adjustments..........................................   56


                                   ARTICLE 11
                                  MISCELLANEOUS

Section 11.01.  Trust Indenture Act Controls .....................................   56

Section 11.02.  Notices ..........................................................   57

Section 11.03.  Communication by Holders with Other Holders ......................   58

Section 11.04.  Certificate and Opinion as to Conditions Precedent................   58




                                       iv

                                                                                
Section 11.05.  Statements Required in Certificate or Opinion.....................   58

Section 11.06.  Separability Clause ..............................................   59

Section 11.07.  Rules by Trustee, Paying Agent, Conversion Agent and Registrar....   59

Section 11.08.  Legal Holidays ...................................................   59

Section 11.09.  Governing Law ....................................................   59

Section 11.10.  No Recourse Against Others .......................................   59

Section 11.11.  Successors .......................................................   59

Section 11.12.  Multiple Originals ...............................................   60




Exhibit A-1       -        Form of Global Security
Exhibit A-2       -        Form of Certificated Security
Exhibit B         -        Transfer Certificate


                                       v

         INDENTURE dated as of June 4, 2002 between MEDICIS PHARMACEUTICAL
CORPORATION, a Delaware corporation (the "COMPANY"), and Deutsche Bank Trust
Company Americas, a New York banking corporation duly organized and existing
under the laws of the State of New York (the "TRUSTEE").

         Each party agrees as follows for the benefit of the other party and for
the equal and ratable benefit of the Holders of the Company's 2.5% Contingent
Convertible Senior Notes Due 2032 ("NOTES"):

                                   Article 1
                   DEFINITIONS AND INCORPORATION BY REFERENCE

         Section 1.01 . Definitions.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

         "GLOBAL SECURITIES" means Securities that are in the form of the
Securities attached hereto as Exhibit A-1, and to the extent that such
Securities are required to bear the Legend required by Section 2.06 such
Securities will be in the form of a 144A Global Security.

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

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

         "INITIAL PURCHASER" shall mean Deutsche Bank Securities Inc.


                                       2

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

         "LIQUIDATED DAMAGES" has the meaning set forth in the Registration
Rights Agreement dated as of June 4, 2002 between the Company and the Initial
Purchaser.

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

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

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

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

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

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

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

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

         "RESTRICTED SECURITY" means a Security required to bear the restrictive
legend set forth in the form of Security set forth in Exhibits A-1 and A-2 of
this Indenture.

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


                                       3

         "SEC" means the Securities and Exchange Commission.

         "SECURITIES" means any of the Company's 2.5% Contingent Convertible
Senior Notes Due 2032, as amended or supplemented from time to time, issued
under this Indenture.

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

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

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

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

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

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

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

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


                                       4

         Section 1.02 . Other Definitions.


                                                                                                                Defined in
Term:                                                                                                             Section:
- ----                                                                                                            ----------
                                                                                                             
95% Trading Condition.....................................................................................           10.01
Act.......................................................................................................         1.05(a)
Agent Members.............................................................................................      2.12(e)(i)
Aggregate Market Premium..................................................................................           10.06
beneficial owner..........................................................................................         3.09(a)
cash......................................................................................................         3.08(b)
Change in Control.........................................................................................         3.09(a)
Change in Control Purchase Date...........................................................................         3.09(a)
Change in Control Purchase Notice.........................................................................         3.09(c)
Change in Control Purchase Price..........................................................................         3.09(a)
Closing Price.............................................................................................           10.06
Company Notice............................................................................................         3.08(c)
Company Notice Date.......................................................................................         3.08(c)
Continuing Directors......................................................................................         3.09(a)
Conversion Agent..........................................................................................            2.03
Conversion Date...........................................................................................           10.02
Conversion Price..........................................................................................           10.06
Conversion Share..........................................................................................           10.01
Depositary................................................................................................         2.01(a)
DTC.......................................................................................................         2.01(a)
Event of Default..........................................................................................            6.01
ex-dividend date..........................................................................................           10.01
Group.....................................................................................................            3.09
Legal Holiday.............................................................................................           11.08
Legend....................................................................................................         2.06(f)
Market Capitalization.....................................................................................           10.06
Notice of Default.........................................................................................            6.01
Paying Agent..............................................................................................            2.03
Principal Value Conversion................................................................................           10.02
Principal Value Conversion Notice.........................................................................           10.02
Purchase Date.............................................................................................         3.08(a)
Purchase Notice...........................................................................................         3.08(a)
Purchase Price............................................................................................         3.08(a)
QIB.......................................................................................................         2.01(a)
Quarter...................................................................................................           10.01
Registrar.................................................................................................            2.03
Rule 144A Information.....................................................................................            4.06
Security Trading Price....................................................................................           10.01
Stockholder Rights Plan...................................................................................        10.06(f)


         Section 1.03 Incorporation by Reference of Trust Indenture Act.
Whenever this Indenture refers to a provision of the TIA, the provision is
incorporated by reference in and made


                                       5

a part of this Indenture. The following TIA terms used in this Indenture have
the following meanings:

         "COMMISSION" means the SEC.

         "INDENTURE SECURITIES" means the Securities.

         "INDENTURE SECURITY HOLDER" means a Securityholder.

         "INDENTURE TO BE QUALIFIED" means this Indenture.

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

         "OBLIGOR" on the indenture securities means the Company.

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

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

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

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

         (c)      "or" is not exclusive;

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

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

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

         (b) The fact and date of the execution by any Person of any such
instrument or writing may be proved by the affidavit of a witness of such
execution or by a certificate of a notary


                                       6

public or other officer authorized by law to take acknowledgments of deeds,
certifying that the individual signing such instrument or writing acknowledged
to such officer the execution thereof. Where such execution is by a signer
acting in a capacity other than such signer's individual capacity, such
certificate or affidavit shall also constitute sufficient proof of such signer's
authority.

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

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

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

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

                                   Article 2
                                 THE SECURITIES

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


                                       7

         (a) 144A Global Securities. Securities offered and sold to qualified
institutional buyers as defined in Rule 144A ("QIBS") in reliance on Rule 144A
shall be issued, initially in the form of a 144A Global Securities, which shall
be deposited with the Trustee at its Corporate Trust Office, as custodian for
the Depositary and registered in the name of The Depository Trust Company
("DTC") or the nominee thereof (such depositary, or any successor thereto, and
any such nominee being hereinafter referred to as the "DEPOSITARY"), duly
executed by the Company and authenticated by the Trustee as hereinafter
provided. The aggregate principal amount of the 144A Global Securities may from
time to time be increased or decreased by adjustments made on the records of the
Trustee and the Depositary as hereinafter provided.

         (b) Global Securities in General. Each Global Security shall represent
such of the outstanding Securities as shall be specified therein and each shall
provide that it shall represent the aggregate amount of outstanding Securities
from time to time endorsed thereon and that the aggregate amount of outstanding
Securities represented thereby may from time to time be reduced or increased, as
appropriate, to reflect exchanges, redemptions and conversions.

         Any adjustment of the aggregate principal amount of a Global Security
to reflect the amount of any increase or decrease in the amount of outstanding
Securities represented thereby shall be made by the Trustee in accordance with
instructions given by the Holder thereof as required by Section 2.12 hereof and
shall be made on the records of the Trustee and the Depositary.

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

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

                                       8

                  TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH
                  IN ARTICLE TWO OF THE INDENTURE REFERRED TO ON THE REVERSE
                  HEREOF."

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

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

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

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

         The Trustee shall authenticate and deliver Securities for original
issue in an aggregate Principal Amount of up to $400,000,000 (which shall
include the Initial Purchaser's option to purchase $50,000,000 of additional
Securities) upon a Company Order without any further action by the Company. The
aggregate Principal Amount of Securities outstanding at any time may not exceed
the amount set forth in the foregoing sentence, except as provided in Section
2.07

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

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

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


                                       9

to appropriate compensation therefor pursuant to Section 7.07. The Company or
any Subsidiary or an Affiliate of either of them may act as Paying Agent,
Registrar, Conversion Agent or co-registrar.

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

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

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

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

         At the option of the Holder, Securities may be exchanged for other
Securities of any authorized denomination or denominations, of a like aggregate
Principal Amount, upon surrender of the Securities to be exchanged, together
with a written instrument of transfer satisfactory to the Registrar duly
executed by the Securityholder or such Securityholder's


                                       10

attorney duly authorized in writing, at such office or agency. Whenever any
Securities are so surrendered for exchange, the Company shall execute, and the
Trustee shall authenticate and deliver, the Securities that the Holder making
the exchange is entitled to receive.

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

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

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

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

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

         (f) If Securities are issued upon the transfer, exchange or replacement
of Securities subject to restrictions on transfer and bearing the legends set
forth on the forms of Securities 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 Security, the Securities 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 or Rule 144 under the Securities Act or that
such Securities are not "restricted" within the meaning of Rule 144 under the
Securities Act. Upon (i) provision of such satisfactory evidence, or (ii)
notification by the Company to the Trustee and registrar of the sale of such
Security pursuant to a registration statement that is effective at the time of
such sale, the Trustee, at the written direction of the Company, shall
authenticate and deliver a Security that does not bear the Legend. If the Legend
is removed from the face of a Security and the Security is subsequently held by
an Affiliate of the Company, the Legend shall be reinstated.


                                       11

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

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

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

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

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

         Section 2.08 . Outstanding Securities; Determinations of Holders'
Action. Securities outstanding at any time are all the Securities authenticated
by the Trustee, except for those cancelled by it, those paid pursuant to Section
2.07 delivered to it for cancellation and those described in this Section 2.08
as not outstanding. A Security does not cease to be outstanding because the
Company or an Affiliate thereof holds the Security; provided, however, that in
determining whether the Holders of the requisite Principal Amount of Securities
have given or concurred in any request, demand, authorization, direction,
notice, consent or waiver hereunder, Securities owned by the Company or any
other obligor upon the Securities or any Affiliate of the Company or such other
obligor shall be disregarded and deemed not to be outstanding, except that, in
determining whether the Trustee shall be protected in relying upon any such
request, demand, authorization, direction, notice, consent or waiver, only
Securities which a Responsible Officer of the Trustee actually knows to be so
owned shall be so disregarded. Subject to the foregoing, only Securities
outstanding at the time of such determination shall be considered in any such
determination (including, without limitation, determinations pursuant to
Articles 6 and 9).


                                       12

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

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

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

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

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

         Section 2.10 . Cancellation. All Securities surrendered for payment,
purchase by the Company pursuant to Article 3, conversion, redemption or
registration of transfer or exchange (other than Securities exchanged pursuant
to Section 10.02 shall, if surrendered to any person other than the Trustee, be
delivered to the Trustee and shall be promptly cancelled by it. The Company may
at any time deliver to the Trustee for cancellation any Securities previously
authenticated and delivered hereunder that the Company may have acquired in any
manner whatsoever, and all Securities so delivered shall be promptly cancelled
by the Trustee. The Company may not issue new Securities to replace Securities
it has paid or delivered to the Trustee for cancellation or that any Holder has
converted pursuant to Article 10. No Securities shall be authenticated in lieu
of or in exchange for any Securities cancelled as provided in this Section,
except as expressly permitted by this Indenture. All cancelled Securities held
by the


                                       13

Trustee shall be disposed of by the Trustee in accordance with the Trustee's
customary procedure.

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

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

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

         (c) The restrictions imposed by the Legend upon the transferability of
any Security shall cease and terminate when such Security 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 Security 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 Security for exchange to the Registrar in accordance with the
provisions of this Section 2.12 (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 and in form
acceptable to the Company, to the effect that the transfer of such Security has
been made in compliance with Rule 144 or such successor provision), be exchanged
for a new Security, of like tenor and aggregate Principal Amount, which shall
not bear the restrictive Legend. The Company shall inform the Trustee of the


                                       14

effective date of any registration statement registering the Securities under
the Securities Act. The Trustee shall not be liable for any action taken or
omitted to be taken by it in good faith in accordance with the aforementioned
opinion of counsel or registration statement.

         (d) As used in the preceding two paragraphs of this Section 2.12, the
term "TRANSFER" encompasses any sale, pledge, transfer, hypothecation or other
disposition of any Security.

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

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

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

                  (iii) Subject to the provisions of clause (v) below, the
         registered Holder may grant proxies and otherwise authorize any Person,
         including Agent Members (as defined


                                       15

         below) and persons that may hold interests through Agent Members, to
         take any action which a holder is entitled to take under this Indenture
         or the Securities.

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

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

         Section 2.13 . CUSIP Numbers. The Company may issue the Securities with
one or more "CUSIP" numbers (if then generally in use), and, if so, the Trustee
shall use "CUSIP" numbers in notices of redemption as a convenience to Holders;
provided that any such notice may state that no representation is made as to the
correctness of such numbers either as printed on the Securities or as contained
in any notice of a redemption and that reliance may be placed only on the other
identification numbers printed on the Securities, and any such redemption shall
not be affected by any defect in or omission of such numbers. The Company will
promptly notify the Trustee of any change in the CUSIP numbers.

                                   Article 3
                            REDEMPTION AND PURCHASES

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

         (b) Notice to Trustee. If the Company elects to redeem Securities
pursuant to this Section 3.01, it shall notify the Trustee in writing of the
Redemption Date, the Principal Amount of Securities to be redeemed and the
Redemption Price. The Company shall give the notice to


                                       16

the Trustee provided for in this Section 3.01(b) by a Company Order at least 45
days before the Redemption Date (unless a shorter notice shall be satisfactory
to the Trustee).

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

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

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

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

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

         (a)      the Redemption Date;

         (b)      the Redemption Price;

         (c)      the Conversion Price;

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

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

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

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

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


                                       17

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

         (j)      the CUSIP number of the Securities.

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

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

         Section 3.05 . Deposit of Redemption Price. Prior to 11:00 a.m. (New
York City time) on the Redemption Date the Company shall deposit with the Paying
Agent (or if the Company or a Subsidiary or an Affiliate of either of them is
the Paying Agent, shall segregate and hold in trust) money sufficient to pay the
Redemption Price of all Securities to be redeemed on that date, together with
accrued and unpaid interest, if any (including contingent interest, if any), and
Liquidated Damages, if any, thereon, up to but not including the Redemption Date
other than Securities or portions of Securities called for redemption that on or
prior thereto have been delivered by the Company to the Trustee for cancellation
or have been converted. The Paying Agent shall as promptly as practicable return
to the Company any money not required for that purpose because of conversion of
Securities pursuant to Article 10. If such money is then held by the Company in
trust and is not required for such purpose it shall be discharged from such
trust.

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

         Section 3.07 . Reserved.

         Section 3.08 . Purchase of Securities at Option of the Holder. General.
Securities shall be purchased by the Company in accordance with the provisions
of paragraph 6 of the Securities on June 4, 2007, June 4, 2012 and June 4, 2017
(each, a "PURCHASE DATE") at a purchase price per Security equal to 100% of the
aggregate Principal Amount of the Security (the


                                       18

"PURCHASE PRICE"), together with accrued and unpaid interest (including
contingent interest, if any) and Liquidated Damages, if any, thereon, up to but
not including the Purchase Date; provided that if the Purchase Date is on or
after an interest record date but on or prior to the related interest payment
date, interest and Liquidated Damages, if any, will be payable to the Holders in
whose names the Securities are registered at the close of business on the
relevant record date.

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

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

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

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

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

                  (ii) delivery of such Security to the Paying Agent prior to,
         on or after the Purchase Date (together with all necessary
         endorsements) at the offices of the Paying Agent, such delivery being a
         condition to receipt by the Holder of the Purchase Price therefor,
         together with accrued and unpaid interest, if any (including contingent
         interest, if any), and Liquidated Damages, if any; provided, however,
         that such Purchase Price, together with accrued and unpaid interest, if
         any (including contingent interest, if any), and Liquidated Damages, if
         any, shall be so paid pursuant to this Section 3.08 only if the
         Security so delivered to the Paying Agent shall conform in all respects
         to the description thereof in the related Purchase Notice, as
         determined by the Company in its sole discretion.

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

         Any purchase by the Company contemplated pursuant to the provisions of
this Section 3.08 shall be consummated by the delivery of the consideration to
be received by the Holder promptly following the later of the Purchase Date and
the time of delivery of the Security.

         Notwithstanding anything herein to the contrary, any Holder delivering
to the Paying Agent the Purchase Notice contemplated by this Section 3.08(a)
shall have the right to withdraw


                                       19

such Purchase Notice at any time prior to the close of business on the Business
Day prior to the Purchase Date by delivery of a written notice of withdrawal to
the Paying Agent at the principal office of the Paying Agent in accordance with
Section 3.10.

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

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

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

                  (i) the Purchase Price and the Conversion Price;

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

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

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

                  (v) that the Purchase Price for, and any accrued and unpaid
         interest (including contingent interest, if any) and Liquidated
         Damages, if any, on, any Security 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 Security as
         described in subclause (iv) above;

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

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

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

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


                                       20

                  (x) the CUSIP number of the Securities.

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

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

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

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

                  (i) any sale, lease, exchange or other transfer (in one
         transaction or a series of related transactions) of all or
         substantially all of the assets of the Company and its subsidiaries,
         taken as a whole, to any person or group of related persons, as defined
         in Section 13(d) of the Exchange Act (a "GROUP");

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

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

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

         "BENEFICIAL OWNER" shall be determined in accordance with Rules 13d-3
and 13d-5 promulgated by the SEC under the Exchange Act or any successor
provision, except that a


                                       21

Person shall be deemed to have "beneficial ownership" of all securities that
such Person has the right to acquire, whether exercisable immediately or only
after the passage of time.

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

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

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

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

                  (iii) the Change in Control Purchase Date;

                  (iv) the Change in Control Purchase Price;

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

                  (vi) the Conversion Price and any adjustments thereto;

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

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

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

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

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

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


                                       22

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

                  (xiv) the CUSIP number of the Securities.

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

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

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

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

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

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

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

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

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


                                       23

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

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

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

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

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

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


                                       24

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

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

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

         Section 3.14 . Repayment to the Company. The Trustee and the Paying
Agent shall return to the Company any cash that remains unclaimed as provided in
paragraph 11 of the Securities, together with interest or dividends, if any,
thereon (subject to the provisions of Section 7.01(f)), held by them for the
payment of the Purchase Price or Change in Control Purchase Price, as the case
may be, and accrued and unpaid interest, if any (including contingent interest,
if any), and Liquidated Damages, if any; provided, however, that to the extent
that the aggregate amount of cash deposited by the Company pursuant to Section
3.11 exceeds the aggregate Purchase Price or Change in Control Purchase Price,
as the case may be, of the Securities or portions thereof which the Company is
obligated to purchase as of the Purchase Date or Change in Control Purchase
Date, as the case may be, and accrued and unpaid interest thereon, if any
(including contingent interest, if any), and Liquidated Damages, if any then,
unless otherwise agreed in writing with the Company, promptly after the Business
Day following the Purchase Date or Change in Control Purchase Date, as the case
may be, the Trustee shall return any such excess to the Company together with
interest or dividends, if any, thereon (subject to the provisions of Section
7.01(f)).


                                       25

                                   Article 4
                                    COVENANTS

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

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

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

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

         Section 4.03 . Compliance Certificate. The Company shall deliver to the
Trustee within 120 days after the end of each fiscal year of the Company
(beginning with the fiscal year ending on June 30, 2002) an Officers'
Certificate, stating whether or not to the best knowledge of the signers thereof
the Company is in default in the performance and observance of any of the terms,
provisions and conditions of this Indenture (without regard to any period of
grace or requirement of notice provided hereunder) and if the Company shall be
in default, specifying all such Defaults and the nature and status thereof of
which they may have knowledge.


                                       26

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

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

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

         Section 4.06 . Delivery of Certain Information. At any time when the
Company is not subject to Section 13 or 15(d) of the Exchange Act, upon the
request of a Holder or any beneficial owner of Securities or holder or
beneficial owner of Class A Common Stock delivered 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 owner of Securities or holder or
beneficial owner of Class A Common Stock, 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 under the
Securities Act 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 or any successor provisions. Whether a
person is a beneficial owner shall be determined by the Company to the Company's
reasonable satisfaction.

         Section 4.07 . Tax Treatment of Securities. The Company and the
Holders, by purchasing the Securities, agree that (i) the Securities are
contingent payment debt instruments as described in Treasury Regulations Section
1.1275-4, (ii) each Holder shall be bound by the Company's application of the
Treasury Regulations to the Securities, including the Company's determination
that the rate at which interest will be deemed to accrue on the Securities for
United States federal income tax purposes, will be 9.5% compounded
semi-annually, which is the rate comparable to the rate at which the Company
would borrow on a noncontingent, nonconvertible borrowing with terms and
conditions otherwise comparable to the Securities, (iii) each Holder shall use
the projected payment schedule with respect to the Securities provided by the
Company to the Holder, as provided in Treasury Regulations Section
1.1275-4(b)(4), to determine its interest accruals and adjustments as provided
in Treasury Regulations Section 1.1275-4(b)(4)(iv), and (iv) the Company


                                       27

and each Holder will not take any position on a tax return inconsistent with
(i), (ii), or (iii), unless required by applicable law.

         Section 4.08 . Liquidated Damages. If at any time Liquidated Damages
become payable by the Company pursuant to the Registration Rights Agreement, the
Company shall promptly deliver to the Trustee a certificate to that effect and
stating (i) the amount of such Liquidated Damages that are payable and (ii) the
date on which such damages are payable pursuant to the terms of the Registration
Rights Agreement. Unless and until a Responsible Officer of the Trustee receives
such a certificate, the Trustee may assume without inquiry that no Liquidated
Damages are payable. If the Company has paid Liquidated Damages directly to the
persons entitled to them, the Company shall deliver to the Trustee a certificate
setting forth the particulars of such payment.

                                   Article 5
                              SUCCESSOR CORPORATION

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

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

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

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

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


                                       28

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

                                   Article 6
                              DEFAULTS AND REMEDIES

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

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

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

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

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

         (e)      a court having jurisdiction in the premises shall enter a
                  decree or order for relief in respect of the Company in an
                  involuntary case under any applicable bankruptcy, insolvency
                  or other similar law now or hereafter in effect, or appointing
                  a receiver, liquidator, assignee, custodian, trustee or
                  sequestrator (or similar official) of the Company or for any
                  substantial part of its property or


                                       29

                  ordering the winding up or liquidation of its affairs and such
                  decree or order shall remain unstayed and in effect for a
                  period of 60 consecutive days; or

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

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

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

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

         The Holders of a majority in principal amount of the Securities then
outstanding by notice to the Trustee may rescind an acceleration and its
consequences if (a) all Existing Events of Default, other than the nonpayment of
the principal of and accrued and unpaid interest, if any (including contingent
interest, if any), and Liquidated Damages, if any, on the Securities which has
become due solely by such declaration of acceleration, have been cured or
waived; (b) the Company has paid or deposited with the Trustee a sum sufficient
to pay (i) all overdue interest (including contingent interest, if any) and
Liquidated Damages, if any, on the Securities, (ii) the principal of any
Security which has become due otherwise then by such declaration of
acceleration, and (iii) to the extent the payment of such interest is lawful,
interest on overdue


                                       30

installments of interest and Liquidated Damages, if any, and overdue principal,
which has become due otherwise than by such declaration of acceleration; (c) the
rescission would not conflict with any judgment or decree of a court of
competent jurisdiction; and (d) all payments due to the Trustee and any
predecessor Trustee under Section 7.07 have been made. No such rescission shall
affect any subsequent Default or impair any right consequent thereon.

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

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

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

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

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

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


                                       31

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

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

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

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

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

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

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

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

         (a)      to file and prove a claim for any accrued and unpaid interest
                  installments (including contingent interest, if any),
                  Liquidated Damages, if any, the whole amount of the Principal
                  Amount, Redemption Price, Purchase Price, Change in Control
                  Purchase Price or interest, if any, due on overdue amounts in
                  respect of the Securities, and to file such other papers or
                  documents as may be necessary or advisable in order to have
                  the claims of the Trustee (including any claim for


                                       32

                  the reasonable compensation, expenses, disbursements and
                  advances of the Trustee, its agents and counsel or any other
                  amounts due the Trustee under Section 7.07) and of the Holders
                  allowed in such judicial proceeding, and

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

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

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

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

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

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

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

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

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


                                       33

TIA and such Section 315(e) is hereby expressly excluded from this Indenture, as
permitted by the TIA.

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

                                   Article 7
                                     TRUSTEE

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

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

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

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

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

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

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


                                       34

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

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

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

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

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

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

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

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

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

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


                                       35

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

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

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

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

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

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

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

         (k)      the Trustee may request that the Company deliver an Officers'
                  Certificate setting forth the names of individuals and/or
                  titles of officers authorized at such time to take specified
                  actions pursuant to this Indenture, which Officers'
                  Certificate may be signed by any person authorized to sign an
                  Officers'


                                       36

                  Certificate, including any person specified as so authorized
                  in any such certificate previously delivered and not
                  superseded.

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

      Section 7.03 . Individual Rights of Trustee. The Trustee in its individual
or any other capacity may become the owner or pledgee of Securities and may
otherwise deal with the Company or its Affiliates with the same rights it would
have if it were not Trustee. Any Paying Agent, Registrar, Conversion Agent or
co-registrar may do the same with like rights. However, the Trustee must comply
with Sections 7.10 and 7.11.

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

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

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

      A copy of each report at the time of its mailing to Securityholders shall
be filed with the SEC and each securities exchange, if any, on which the
Securities are listed. The Company


                                       37

agrees to notify the Trustee promptly whenever the securities become listed on
any Securities exchange and of any delisting thereof.

      Section 7.07 . Compensation and Indemnity. The Company agrees:

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

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

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

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

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

      Section 7.08 . Replacement of Trustee. The Trustee may resign by so
notifying the Company; provided, however, that no such resignation shall be
effective until a successor Trustee has accepted its appointment pursuant to
this Section 7.08. The Holders of a majority in


                                       38

aggregate Principal Amount of the Securities at the time outstanding may remove
the Trustee by so notifying the Trustee and the Company. The Company shall
remove the Trustee if:

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

               (b)   the Trustee is adjudged bankrupt or insolvent;

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

               (d)   the Trustee otherwise becomes incapable of acting.

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

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

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

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

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

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


                                       39

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

                                   Article 8
                             DISCHARGE OF INDENTURE

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

      Section 8.02 . Repayment to the Company. The Trustee and the Paying Agent
shall return to the Company upon written request any money held by them for the
payment of any amount with respect to the Securities that remains unclaimed for
two years, subject to applicable unclaimed property law. After return to the
Company, as applicable, Holders entitled to the money must look to the Company
for payment as general creditors unless an applicable abandoned property law
designates another person and the Trustee and the Paying Agent shall have no
further liability to the Securityholders with respect to such money or
securities for that period commencing after the return thereof.

                                   Article 9
                                   AMENDMENTS

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

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

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

            (c)   to make provisions with respect to the conversion right of the
                  Holders pursuant to the requirements of Section 10.12 and
                  Section 10.01;

            (d)   to evidence and provide for the acceptance of appointment
                  hereunder by a successor Trustee with respect to the
                  Securities; or


                                       40

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

      Section 9.02 . With Consent of Holders.

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

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

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

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

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

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

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

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

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


                                       41

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

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

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

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

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

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

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

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

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


                                       42

                                   Article 10
                                   CONVERSIONS

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

            (a)   during any calendar quarter (the "QUARTER") commencing after
                  June 30, 2002, if the Closing Price (as defined hereinafter)
                  per share of Class A Common Stock for at least 20 Trading Days
                  in the period of 30 consecutive Trading Days ending on the
                  last Trading Day of the Quarter preceding the Quarter in which
                  the conversion of such Security occurs is more than 110% of
                  the Conversion Price on such thirtieth Trading Day;

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

            (c)   the conversion of such Security occurs during the five Trading
                  Day period immediately following a period of nine consecutive
                  Trading Days in which the Security Trading Price (as
                  determined following a request by a Holder of the Securities
                  in accordance with the procedures set forth below in this
                  Section 10.01) for each Trading Day in such period was less
                  than 95% of the product of the Closing Price per share of
                  Class A Common Stock on such Trading Day multiplied by the
                  number of shares of Class A Common Stock issuable (assuming
                  satisfaction of conditions to conversion) upon conversion of
                  $1,000 in principal amount of the Securities (the condition
                  specified in this clause (e) being the "95% TRADING
                  CONDITION");

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

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


                                       43

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

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

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

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

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

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

      The "SECURITY TRADING PRICE" per $1,000 in principal amount of Securities
on any date of determination means the average of the secondary market bid
quotations per $1,000 in principal amount of Securities obtained by the
Conversion Agent for $5,000,000 in principal amount of Securities at
approximately 3:30 p.m., New York City time, on such determination date from
three independent nationally recognized securities dealers selected by the
Company;


                                       44

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

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

      The person in whose name the certificate is registered shall be deemed to
be a stockholder of record on the Conversion Date; provided, however, that no
surrender of a Security on any date when the stock transfer books of the Company
shall be closed shall be effective to constitute the person or persons entitled
to receive the shares of Class A Common Stock upon such conversion as the record
holder or holders of such shares of Class A Common Stock on


                                       45

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

      No payment or adjustment will be made for accrued interest, if any
(including contingent interest, if any), or Liquidated Damages, if any, on a
converted Security or for dividends or distributions on shares of Class A Common
Stock issued upon conversion of a Security (provided that the shares of Class A
Common Stock received upon conversion of Securities shall continue to accrue
Liquidated Damages, as applicable, in accordance with the Registration Rights
Agreement and shall be entitled to receive, at the next interest payment date,
any accrued and unpaid Liquidated Damages with respect to the converted
Securities), but if any Holder surrenders a Security for conversion between the
record date for the payment of an installment of interest and the next interest
payment date, then, notwithstanding such conversion, the interest (including
contingent interest, if any) or Liquidated Damages, if any, payable on such
interest payment date shall be paid to the Holder of such Security on such
record date. In such event, such Security, when surrendered for conversion, must
be accompanied by delivery of a check payable to the Conversion Agent in an
amount equal to the interest (including contingent interest, if any) or
Liquidated Damages, if any, payable on such interest payment date on the portion
so converted. If such payment does not accompany such Security, the Security
shall not be converted; provided, however, that no such check shall be required
if such Security has been called for redemption on a redemption date within the
period between and including such record date and such interest payment date, or
if such Security is surrendered for conversion on the interest payment date. If
the Company defaults in the payment of interest (including contingent interest,
if any) or Liquidated Damages, if any, payable on the interest payment date, the
Conversion Agent shall repay such funds to the Holder.

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

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

      If on the date of conversion of a Security pursuant to the 95% Trading
Condition the Closing Price per share of Class A Common Stock is greater than
the Conversion Price, the Company may elect to pay to the Holder of such
Security, in lieu of issuance of Conversion Shares based on the Conversion
Price, cash or Class A Common Stock or a combination of cash and Class A Common
Stock, at the Company's option, with a value equal to the principal amount of
the Security surrendered for conversion as of such Conversion Date (a "PRINCIPAL
VALUE CONVERSION"). The Company shall notify the surrendering Holder of any
Security whose conversion is a Principal Value Conversion and the Trustee (such
notice being a "PRINCIPAL VALUE CONVERSION NOTICE") of such Principal Value
Conversion by the second Trading Day


                                       46

following the Conversion Date for such conversion whether the Company shall pay
to such Holder all or a portion of the principal amount of such Security in
cash, Class A Common Stock or a combination of cash and Class A Common Stock
and, if a combination, the percentages of the principal amount in respect of
which it will pay in cash or Class A Common Stock. The Company may not change
its election with respect to the consideration (or components or percentages of
components thereof) to be paid upon a Principal Value Conversion once the
Company has given its Principal Value Conversion Notice to the Holder
surrendering such Security whose conversion is a Principal Value Conversion. Any
Class A Common Stock to be delivered upon a Principal Value Conversion shall be
valued at the greater of (x) the Conversion Price on the Conversion Date for
such conversion and (y) the Closing Price per share of Class A Common Stock on
the third Trading Day after such Conversion Date. The Company shall pay any
portion of the principal amount to be paid in cash in a Principal Value
Conversion on the third Trading Day after the Conversion Date for such
conversion. With respect to any portion of the principal amount to be paid in
Class A Common Stock in a Principal Value Conversion, the Company shall deliver
the Class A Common Stock to the Holder of the Security surrendered for
conversion in such Principal Value Conversion on the fourth Trading Day
following the Conversion Date for such conversion.

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

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

      Section 10.05 . Company to Provide Stock.

      The Company shall, prior to issuance of any Securities hereunder, and from
time to time as may be necessary, reserve, out of its authorized but unissued
Class A Common Stock a sufficient number of shares of Class A Common Stock to
permit the conversion of all outstanding Securities for shares of Class A Common
Stock. The shares of Class A Common Stock or other securities issued upon
conversion of Securities bearing a Legend as provided in Section 2.06(f) shall
bear a legend substantially in the following form:

            "THIS SECURITY (OR ITS PREDECESSOR) WAS ORIGINALLY ISSUED IN A
      TRANSACTION EXEMPT FROM REGISTRATION UNDER THE UNITED STATES SECURITIES
      ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND THIS


                                       47

      SECURITY MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE
      OF SUCH REGISTRATION OR AN APPLICABLE EXEMPTION THEREFROM. EACH PURCHASER
      OF THIS SECURITY IS HEREBY NOTIFIED THAT THE SELLER OF THIS SECURITY MAY
      BE RELYING ON THE EXEMPTION FROM THE PROVISIONS OF SECTION 5 OF THE
      SECURITIES ACT PROVIDED BY RULE 144A THEREUNDER.

            THE HOLDER OF THIS SECURITY AGREES FOR THE BENEFIT OF THE COMPANY
      THAT (A) THIS SECURITY MAY BE OFFERED, RESOLD, PLEDGED OR OTHERWISE
      TRANSFERRED, ONLY (I) TO A PERSON WHOM THE SELLER REASONABLY BELIEVES IS A
      QUALIFIED INSTITUTIONAL BUYER (AS DEFINED IN RULE 144A UNDER THE
      SECURITIES ACT) IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A,
      (II) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT
      PROVIDED BY RULE 144 THEREUNDER (IF AVAILABLE) OR (III) PURSUANT TO AN
      EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, IN EACH OF
      CASES (I) THROUGH (III) IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS
      OF ANY STATE OF THE UNITED STATES, AND (B) THE HOLDER WILL, AND EACH
      SUBSEQUENT HOLDER IS REQUIRED TO, NOTIFY ANY PURCHASER OF THIS SECURITY
      FROM IT OF THE RESALE RESTRICTIONS REFERRED TO IN (A) ABOVE."

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

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

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

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


                                       48

          (a) In case the Company shall (i) pay a dividend or other distribution
              in shares of Class A Common Stock or other Capital Stock to all
              holders of Common Stock, (ii) subdivide its outstanding Common
              Stock into a greater number of shares, (iii) combine its
              outstanding Common Stock into a smaller number of shares or (iv)
              reclassify its outstanding Common Stock, the Conversion Price in
              effect immediately prior thereto shall be adjusted so that the
              Holder of any Security thereafter surrendered for conversion shall
              be entitled to receive the number of shares of Capital Stock which
              it would have owned or have been entitled to receive had such
              Security been converted immediately prior to the happening of such
              event. An adjustment made pursuant to this subsection (a) shall
              become effective immediately after the record date in the case of
              a dividend or distribution and shall become effective immediately
              after the effective date in the case of subdivision, combination
              or reclassification.

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


                                       49

          (c) In case the Company shall distribute to all holders of its Class A
              Common Stock any shares of Capital Stock of the Company (other
              than Common Stock) or evidences of its indebtedness, cash, other
              securities or other assets, or shall distribute to all holders of
              its Class A Common Stock, rights, warrants or options to subscribe
              for or purchase any of its securities (excluding (i) rights,
              options and warrants referred to in Section 10.06(b) above; (ii)
              those dividends, distributions, subdivisions and combinations
              referred to in Section 10.06(a) above; and (iii) dividends and
              distributions paid in cash in an aggregate amount that, combined
              together with (A) all other such cash distributions made within
              the preceding 12 months in respect of which no adjustment has been
              made under this 0 and (B) the fair market value of consideration
              payable in respect of any repurchases (including by way of tender
              offers) by the Company or any of its Subsidiaries or Affiliates,
              of Common Stock concluded within the preceding 12 months, in each
              case in respect of which no adjustment has been made under this
              Section 10.06, does not exceed 5% of Market Capitalization as of
              the record date for such distribution), then in each such case the
              Conversion Price shall be adjusted so that the same shall equal
              the price determined by multiplying the Conversion Price in effect
              immediately prior to the date of such distribution by a fraction,
              the numerator of which shall be the current market price per share
              (as defined in Section 10.06(e) below) of the Common Stock on the
              record date mentioned below less the fair market value on such
              record date (as determined by the Board of Directors of the
              Company, whose determination shall be conclusive evidence of such
              fair market value) of the portion of the Capital Stock or
              evidences of indebtedness, securities or assets so distributed or
              of such rights, warrants or options, in each case as applicable,
              to one share of Common Stock, and the denominator of which shall
              be the current market price per share (as defined in Section
              10.06(e) below) of the Common Stock on such record date. Such
              adjustment shall become effective immediately after the record
              date for the determination of stockholders entitled to receive
              such distribution.

          (d) In case the Company or any of its Subsidiaries shall repurchase
              (including by way of tender offer, but excluding shares purchased
              in connection with the initial offering of the Securities) shares
              of Common Stock, and the fair market value of the sum of (i) the
              aggregate consideration paid for such Common Stock, (ii) the
              aggregate fair market value of cash dividends and distributions of
              the type described in clause (iii) of the preceding paragraph (c)
              paid within the twelve (12) months preceding the date of purchase
              of such shares of Common Stock in respect of which no adjustment
              pursuant to this Section 10.06 previously has been made, and (iii)
              the aggregate fair market value of any amounts previously paid for
              the repurchase of Common Stock of a type described in this
              paragraph (d) within the twelve (12) months preceding the date of
              purchase of such shares of Common Stock in respect of which no
              adjustment pursuant to this Section 10.06 previously has been
              made, exceeds 5% of Market Capitalization on the date of, and
              after giving effect to, such repurchase, then the Conversion Price
              shall be adjusted so that the same shall equal the price
              determined by multiplying the Conversion Price in effect


                                       50

              immediately prior to the date of such purchase by a fraction, the
              numerator of which shall be the current market price per share (as
              defined in Section 10.06(e) below) of the Class A Common Stock on
              the date of such repurchase, less the quotient obtained by
              dividing the Aggregate Market Premium involved in such repurchase
              (as defined hereinafter) by the difference between the number of
              shares of Common Stock outstanding before such repurchase and the
              number of shares of Common Stock the subject of such repurchase,
              and the denominator of which shall be the current market price per
              share (as defined in Section 10.06(e) below) of the Common Stock
              on the date of such repurchase. Such adjustment shall become
              effective immediately after the date of such repurchase. For
              purposes of this subsection (d), the "AGGREGATE MARKET PREMIUM" is
              the excess, if any, of the aggregate repurchase price paid for all
              such Common Stock over the aggregate current market value per
              share (as defined in subsection (e) below) of all such repurchased
              stock, determined with respect to each share involved in each such
              repurchase as of the date of repurchase with respect to such
              share.

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

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

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

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

                For the purpose of any computation under Section 10.06(b), (c)
          and (d) above and this Section 10.06(e) above, the current market
          price per share of Common Stock on any date shall be deemed to be the
          average of the Closing Prices per share of Class A Common Stock for 20
          consecutive Trading Days commencing 30 Trading Days before the record
          date with respect to any distribution, issuance or other event
          requiring such computation. The "CLOSING PRICE" with respect to the
          Class A Common Stock for any day shall mean the closing sale price,
          regular way, per share of Class A Common Stock on such day or, in case
          no such sale of Class A


                                       51

              Common Stock takes place on such day, the average of the reported
              closing bid and asked prices, regular way, per share of Class A
              Common Stock in each case on the New York Stock Exchange, the
              Nasdaq Stock Market or principal national security exchange or
              other quotation system on which the Class A Common Stock is
              quoted or listed or admitted to trading on such day, or, if the
              Class A Common Stock is not so quoted or listed or admitted to
              trading on any national securities exchange or quotation system,
              the average of the closing bid and asked prices per share of
              Class A Common Stock on the over-the-counter market on the day in
              question as reported by the National Quotation Bureau
              Incorporated, or a similar generally accepted reporting service,
              or, if such average is not so available, determined in such
              manner as furnished by any New York Stock Exchange member firm
              selected from time to time by the Board of Directors for that
              purpose, or if not so determinable as provided under any
              applicable alternative above, a price per share of Class A Common
              Stock determined in good faith by the Board of Directors or, to
              the extent permitted by applicable law, a duly authorized
              committee thereof, whose determination shall be conclusive.
              "MARKET CAPITALIZATION" means, as of any date of calculation, the
              Closing Price of the Class A Common Stock on the Trading Day
              immediately prior to such date of calculation multiplied by the
              aggregate number of shares of Class A Common Stock and Class B
              Common Stock outstanding on the Trading Day immediately prior to
              such date of calculation.

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

      In any case in which this Section 10.06 shall require that an adjustment
be made immediately following a record date established for purposes of Section
10.06, the Company may elect to defer (but only until five Business Days
following the filing by the Company with the Trustee of the certificate
described in Section 10.06 issuing to the holder of any Security converted after
such record date the shares of Class A Common Stock and other Capital Stock of
the Company issuable upon such conversion over and above the shares of Class A
Common


                                       52

Stock and other Capital Stock of the Company issuable upon such conversion only
on the basis of the Conversion Price prior to adjustment; and, in lieu of the
shares the issuance of which is so deferred, the Company shall issue or cause
its transfer agents to issue due bills or other appropriate evidence of the
right to receive such shares.

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

      Section 10.07 . No Adjustment. No adjustment in the Conversion Price shall
be required unless the adjustment would require an increase or decrease of at
least 1% in the Conversion Price as last adjusted; provided, however, that any
adjustments which by reason of this Section 10.07 are not required to be made
shall be carried forward and taken into account in any subsequent adjustment.
All calculations under this Article 10 shall be made to the nearest cent or to
the nearest one-hundredth of a share, as the case may be.

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

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

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

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

      Section 10.08 . Equivalent Adjustments. In the event that, as a result of
an adjustment made pursuant to Section 10.06 above, the holder of any Security
thereafter surrendered for conversion shall become entitled to receive any
shares of Capital Stock of the Company other than shares of its Class A Common
Stock, thereafter the Conversion Price of such other shares so receivable upon
conversion of any Securities shall be subject to adjustment from time to time in
a manner and on terms as nearly equivalent as practicable to the provisions with
respect to Class A Common Stock contained in this Article 10.

      Section 10.09 . Adjustment for Tax Purposes. The Company shall be entitled
to make such reductions in the Conversion Price, in addition to those required
by Section 10.06, as it in its discretion shall determine to be advisable in
order that any stock dividends, subdivision of shares, distribution of rights to
purchase stock or securities, or a distribution or securities


                                       53

convertible into or exchangeable for stock hereafter made by the Company to its
stockholders shall not be taxable.

      Section 10.10 . Notice of Adjustment. Whenever the Conversion Price is
adjusted, or Securityholders become entitled to other securities or due bills,
the Company shall promptly mail to Securityholders a notice of the adjustment
and file with the Trustee an Officers' Certificate briefly stating the facts
requiring the adjustment and the manner of computing it. The certificate shall
be conclusive evidence of the correctness of such adjustment and the Trustee may
conclusively assume that, unless and until such certificate is received by it,
no such adjustment is required.

      Section 10.11.  Notice of Certain Transactions.  In case:

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

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

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

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

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


                                       54

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

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

      In the event the Company shall execute a supplemental indenture pursuant
to this Section 10.12, the Company shall promptly file with the Trustee an
Opinion of Counsel stating that such supplemental indenture is authorized or
permitted by this Indenture and an Officers' Certificate briefly stating the
reasons therefor, the kind or amount of shares of stock or securities or
property (including cash) receivable by Holders of the Securities upon the
conversion of their Securities after any such reclassification, change,
consolidation, merger, share exchange, sale or conveyance, any adjustment to be
made with respect thereto and that all conditions precedent have been complied
with.


                                       55

      Section 10.13.  Trustee's Disclaimer.

      The Trustee has no duty to determine when an adjustment under this Article
10 should be made, how it should be made or what such adjustment should be made,
but may accept as conclusive evidence of the correctness of any such adjustment,
and shall be protected in relying upon, the Officers' Certificate with respect
thereto which the Company is obligated to file with the Trustee pursuant to
Section 10.10. The Trustee shall not be accountable for and makes no
representation as to the validity or value of any securities or assets issued
upon conversion of Securities, and the Trustee shall not be responsible for the
Company's failure to comply with any provisions of this Article 10. Each
Conversion Agent (other than the Company or an Affiliate of the Company) shall
have the same protection under this Section 10.13 as the Trustee.

      The Trustee shall not be under any responsibility to determine the
correctness of any provisions contained in any supplemental indenture executed
pursuant to Section 10.12, but may accept as conclusive evidence of the
correctness thereof, and shall be protected in relying upon, the Officers'
Certificate with respect thereto which the Company is obligated to file with the
Trustee pursuant to Section 10.12.

      Section 10.14.  Voluntary Reduction.

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

      Section 10.15.  Simultaneous Adjustments.

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

                                   Article 11

                                  MISCELLANEOUS

      Section 11.01.  Trust Indenture Act Controls.

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


                                       56

      Section 11.02.  Notices.

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

            if to the Company, to:

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

            in either case, with a copy to:

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

            if to the Trustee, to:

            Deutsche Bank Trust Company Americas
            c/o DB Services New Jersey, Inc.
            100 Plaza One

            MS JCY03-0603
            Jersey City, New Jersey 07311
            Attention: Corporate Trust and Agency Services
            Facsimile No.:  (201) 593-6443

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

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

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

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


                                       57

      Section 11.03.  Communication by Holders with Other
Holders.

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

      Section 11.04.  Certificate and Opinion as to
Conditions Precedent.

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

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

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

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

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

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

      Section 11.05.  Statements Required in Certificate or
Opinion.

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

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


                                       58

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

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

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

      Section 11.06.  Separability Clause.

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

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

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

      Section 11.08.  Legal Holidays.

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

      Section 11.09.  Governing Law.

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

      Section 11.10.  No Recourse Against Others.

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

      Section 11.11.  Successors.


                                       59

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

      Section 11.12.  Multiple Originals.

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


                                       60

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

                                      MEDICIS PHARMACEUTICAL
                                      CORPORATION

                                      By: /s/ Mark A. Prygocki, Sr.
                                          -------------------------------------
                                          Name:  Mark A. Prygocki, Sr.
                                          Title: Executive Vice President, Chief
                                                 Financial Officer and Treasurer


                                       DEUTSCHE BANK TRUST
                                       COMPANY AMERICAS

                                       By: /s/ Wanda Camacho
                                           -------------------------------------
                                           Name:  Wanda Camacho
                                           Title: Vice President




                                                                     EXHIBIT A-1

                        [FORM OF FACE OF GLOBAL SECURITY]

      THIS SECURITY WAS ISSUED WITH ORIGINAL ISSUE DISCOUNT FOR U.S. FEDERAL
INCOME TAX PURPOSES. FOR PURPOSES OF SECTIONS 1273 AND 1275 OF THE INTERNAL
REVENUE CODE, THE ISSUE PRICE OF EACH SECURITY IS $1000 PER $1000 OF PRINCIPAL
AMOUNT, THE ISSUE DATE IS JUNE 4, 2002 AND THE COMPARABLE YIELD IS 9.5% PER
ANNUM. HOLDERS OF THIS SECURITY MAY OBTAIN INFORMATION REGARDING THE AMOUNT OF
ORIGINAL ISSUE DISCOUNT, YIELD TO MATURITY AND THE PROJECTED PAYMENT SCHEDULE
FOR THIS SECURITY BY SUBMITTING A WRITTEN REQUEST FOR SUCH INFORMATION TO:
MEDICIS PHARMACEUTICAL CORPORATION, 8125 NORTH HAYDEN ROAD, SCOTTSDALE, ARIZONA
85258-2463, ATTN.: EXECUTIVE DIRECTOR OF FINANCE, SUCH INFORMATION TO BE MADE
AVAILABLE, BEGINNING NO LATER THAN 10 DAYS AFTER THE ISSUE DATE, PROMPTLY UPON
REQUEST.

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

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

      THIS SECURITY (OR ITS PREDECESSOR) WAS ORIGINALLY ISSUED IN A TRANSACTION
EXEMPT FROM REGISTRATION UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS
AMENDED (THE "SECURITIES ACT"), AND THIS SECURITY, AND THE CLASS A COMMON STOCK
DELIVERABLE UPON CONVERSION HEREOF OR UPON PURCHASE OF THIS SECURITY BY THE
COMPANY MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH
REGISTRATION OR AN APPLICABLE EXEMPTION THEREFROM. EACH PURCHASER OF THIS
SECURITY IS HEREBY NOTIFIED THAT THE SELLER OF THIS SECURITY MAY BE RELYING ON
THE EXEMPTION FROM THE PROVISIONS OF SECTION 5 OF THE SECURITIES ACT PROVIDED BY
RULE 144A THEREUNDER.


                                     A-1-1

      THE HOLDER OF THIS SECURITY AGREES FOR THE BENEFIT OF THE COMPANY THAT (A)
THIS SECURITY MAY BE OFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED, ONLY (I)
TO A PERSON WHOM THE SELLER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL
BUYER (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT) IN A TRANSACTION
MEETING THE REQUIREMENTS OF RULE 144A, (II) PURSUANT TO AN EXEMPTION FROM
REGISTRATION UNDER THE SECURITIES ACT PROVIDED BY RULE 144 THEREUNDER (IF
AVAILABLE) OR (III) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE
SECURITIES ACT, IN EACH OF CASES (I) THROUGH (III) IN ACCORDANCE WITH ANY
APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES, AND (B) THE HOLDER
WILL, AND EACH SUBSEQUENT HOLDER IS REQUIRED TO, NOTIFY ANY PURCHASER OF THIS
SECURITY FROM IT OF THE RESALE RESTRICTIONS REFERRED TO IN (A) ABOVE.

      THE FOREGOING LEGEND MAY BE REMOVED FROM THIS SECURITY ON SATISFACTION OF
THE CONDITIONS SPECIFIED IN THE INDENTURE.


                                     A-1-2

                       MEDICIS PHARMACEUTICAL CORPORATION

                2.5% Contingent Convertible Senior Notes Due 2032

No.:                                            CUSIP:

Issue Date:                                     Principal
Amount:

      MEDICIS PHARMACEUTICAL CORPORATION, a Delaware corporation, promises to
pay to Cede & Co. or registered assigns, the Principal Amount as set forth on
Schedule I hereto, on June 4, 2032, subject to the further provisions of this
Note set forth on the reverse hereof, which further provisions shall for all
purposes have the same effect as if set forth at this place. This Security is
convertible as specified on the other side of this Security.

      Interest Payment Dates:  June 4 and December 4, commencing
December 4, 2002,

      Record Dates:  May 19 and November 19, commencing November
19, 2002

Dated:                                 MEDICIS PHARMACEUTICAL
                                       CORPORATION

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


                                     A-1-3

                     TRUSTEE'S CERTIFICATE OF AUTHENTICATION

Deutsche Bank Trust Company Americas, as Trustee, certifies that this is one of
the Securities referred to in the within-mentioned Indenture.

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

Dated:


                                     A-1-4

                         [FORM OF REVERSE SIDE OF NOTE]

                       MEDICIS PHARMACEUTICAL CORPORATION

        2.5% Contingent Convertible Senior Notes Due 2032

        1. Interest.

      This Security shall accrue interest at an initial rate of 2.5% per annum.
The Company promises to pay interest on the Securities in cash semiannually on
each June 4 and December 4, commencing December 4, 2002, to Holders of record on
the immediately preceding May 19 and November 19, respectively. Interest on the
Securities will accrue from the most recent date to which interest has been
paid, or if no interest has been paid, from June 4, 2002, until the Principal
Amount is paid or duly made available for payment. The Company will pay interest
on any overdue Principal Amount at the interest rate borne by the Securities at
the time such interest on the overdue Principal Amount accrues, compounded
semiannually, and it shall pay interest on overdue installments of interest and
Liquidated Damages, if any (without regard to any applicable grace period), at
the same interest rate compounded semiannually. Interest (including contingent
interest, if any) on the Securities will be computed on the basis of a 360-day
year comprised of twelve 30-day months.

      The Company shall pay contingent interest to the Holders during any
six-month period (a "CONTINGENT INTEREST PERIOD") from June 4 to December 3 and
from December 4 to June 3, commencing June 4, 2007, if the average Security
Trading Price for the five Trading Day period ending on the third Trading Day
immediately preceding the first day of the applicable Contingent Interest Period
equals $1,200 or more. The amount of contingent interest payable per $1,000
principal amount of Notes in respect of any Contingent Interest Period shall
equal 0.5% per annum. The Company will pay contingent interest, if any, in the
same manner as it will pay interest as described above.

        2. Method of Payment.

      The Company will pay interest (including contingent interest, if any) and
Liquidated Damages, if any, on this Security (except defaulted interest) to the
Person who is the registered Holder of this Security at the close of business on
May 19 or November 19, as the case may be, next preceding the related interest
payment date. Subject to the terms and conditions of the Indenture, the Company
will make payments in respect of the Redemption Price, Purchase Price, Change in
Control Purchase Price and the Principal Amount at Stated Maturity, as the case
may be, to the Holder who surrenders a Security to a Paying Agent to collect
such payments in respect of the Security. The Company will pay cash amounts in
money of the United States that at the time of payment is legal tender for
payment of public and private debts. However, the Company may pay interest
(including contingent interest, if any), Liquidated Damages, if any, the
Redemption Price, Purchase Price, Change in Control Purchase Price and the
Principal Amount at Stated Maturity, as the case may be, by check or wire
payable in such money; provided, however, that a Holder holding Securities with
an aggregate Principal Amount in excess of $1,000,000 will be paid by wire
transfer in immediately available funds at the election


                                     A-1-5

of such Holder. The Company may mail an interest check to the Holder's
registered address. Notwithstanding the foregoing, so long as this Security is
registered in the name of a Depositary or its nominee, all payments hereon shall
be made by wire transfer of immediately available funds to the account of the
Depositary or its nominee.

        3. Paying Agent, Conversion Agent and Registrar.

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

        4. Indenture.

      The Company issued the Securities under an Indenture dated as of June 4,
2002 (the "INDENTURE"), between the Company and the Trustee. The terms of the
Securities include those stated in the Indenture and those made part of the
Indenture by reference to the Trust Indenture Act of 1939, as in effect from
time to time (the "TIA"). Capitalized terms used herein and not defined herein
have the meanings ascribed thereto in the Indenture. The Securities are subject
to all such terms, and Securityholders are referred to the Indenture and the TIA
for a statement of those terms.

      The Securities are general unsecured obligations of the Company limited to
up to $400,000,000 aggregate Principal Amount (which shall include the Initial
Purchaser's option to purchase $50,000,000 of additional Securities) (subject to
Section 2.7 of the Indenture). The Indenture does not limit other indebtedness
of the Company, secured or unsecured.

        5. Redemption at the Option of the Company.

      No sinking fund is provided for the Securities. The Securities are not
redeemable prior to June 11, 2007. Beginning on June 11, 2007 and during the
periods thereafter to maturity, the Securities are redeemable as a whole, or
from time to time in part, in any integral multiple of $1,000, at any time at
the option of the Company at a Redemption Price equal to 100% of the Principal
Amount), together with accrued and unpaid interest (including contingent
interest, if any) and Liquidated Damages, if any, thereon, up to but not
including the Redemption Date; provided that, if the Redemption Date is on or
after an interest record date but on or prior to the related interest payment
date, interest and Liquidated Damages, if any, will be payable to the Holders in
whose names the Securities are registered at the close of business on the
relevant record date.

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

      Subject to the terms and conditions of the Indenture, the Company shall
become obligated to purchase, at the option of the Holder, all or any portion of
the Securities held by such Holder, in any integral multiple of $1,000, on June
4, 2007, June 4, 2012 and June 4, 2017


                                     A-1-6

(each, a "PURCHASE DATE") at a purchase price per Security equal to 100% of the
aggregate Principal Amount of the Security (the "PURCHASE PRICE"), together with
accrued and unpaid interest (including contingent interest, if any) and
Liquidated Damages, if any, thereon, up to but not including the Purchase Date
(provided that, if the Purchase Date is on or after an interest record date but
on or prior to the related interest payment date, accrued and unpaid interest,
if any (including contingent interest, if any), and Liquidated Damages, if any,
will be payable to the Holders in whose names the Securities are registered at
the close of business on the relevant record date) upon delivery of a Purchase
Notice containing the information set forth in the Indenture, together with the
Securities subject thereto, at any time from the opening of business on the date
that is 20 Business Days prior to such Purchase Date until the close of business
on the Business Day prior to such Purchase Date, and upon delivery of the
Securities to the Paying Agent by the Holder as set forth in the Indenture.

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

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

        7. Notice of Redemption.

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


                                     A-1-7

        8. Conversion.

      Subject to the provisions of Article X of the Indenture, a Holder of a
Note may convert such Note into shares of Class A Common Stock of the Company if
any of the conditions specified in paragraphs (a) through (e) of Section 10.01
of the Indenture is satisfied; provided, however, that if such Note is called
for redemption, the conversion right will terminate at the close of business on
the second Business Day before the redemption date of such Note (unless the
Company shall default in making the redemption payment when due, in which case
the conversion right shall terminate at the close of business on the date such
Default is cured and such Note is redeemed). The initial conversion price is
$58.10 per share, subject to adjustment under certain circumstances as described
in the Indenture (the "CONVERSION Price"). The number of shares issuable upon
conversion of a Note is determined by dividing the principal amount converted by
the Conversion Price in effect on the Conversion Date. In the event of a
conversion of a Note in a Principal Value Conversion the Company has the option
to deliver cash and/or Class A Common Stock to the Holder of the Note
surrendered for such conversion as provided in Section 10.2 of the Indenture.
Upon conversion, no adjustment for interest, if any (including contingent
interest, if any), or dividends will be made. No fractional shares will be
issued upon conversion; in lieu thereof, an amount will be paid in cash based
upon the current market price (as defined in the Indenture) of the Common Stock
on the last Trading Day prior to the date of conversion.

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

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

        9. Denominations; Transfer; Exchange.

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


                                     A-1-8

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

        10. Persons Deemed Owners.

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

        11. Unclaimed Money or Securities.

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

        12. Amendment; Waiver.

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

        13. Defaults and Remedies.

      Under the Indenture, Events of Default include, in summary form, (i)
default for 30 days in payment of any interest (including contingent interest,
if any) or Liquidated Damages, if any, on any Securities after receipt by the
Company of a Notice of Default; (ii) default in payment of the Principal Amount,
Redemption Price, Purchase Price or Change in Control Purchase Price, as the
case may be, in respect of the Securities when the same becomes due and payable;
(iii) failure by the Company to comply with other agreements in the Indenture or
the Securities, subject to notice and lapse of time; (iv) default by the Company
in the payment at the final maturity thereof, after the expiration of any
applicable grace period, of principal of indebtedness


                                     A-1-9

for money borrowed, other than nonrecourse indebtedness, in the principal amount
then outstanding in excess of $20,000,000, or acceleration of any indebtedness
in such principal amount so that it becomes due and payable prior to the date on
which it would otherwise have become due and payable and such acceleration is
not rescinded within 15 business days after notice to the Company in accordance
with the Indenture; and (v) certain events of bankruptcy or insolvency.

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

        14. Trustee Dealings with the Company.

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

        15. No Recourse Against Others.

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

        16. Authentication.

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

        17. Abbreviations.

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

        18. Governing Law.

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


                                     A-1-10

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

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


                                    A-1-11



            ASSIGNMENT FORM                         CONVERSION NOTICE
                                      
To assign this Security, fill in the     To convert this Security into Class A
form below:                              Common Stock of the Company, check the
                                         box [       ]
I or we assign and transfer this         To convert only part of this Security,
Security to                              state the Principal Amount to be
                                         converted (which must be $1,000 or an
                                         integral multiple of $1,000):
(Insert assignee's soc. sec. or tax ID
no.)                                     If you want the stock certificate made
                                         out in another person's name fill in
                                         the form below:

(Print or type assignee's name, address
and zip code)
                                          --------------------------------------
                                          --------------------------------------
                                         (Insert the other person's soc. sec.
and irrevocably appoint                  tax ID no.)
                     agent to transfer   --------------------------------------
- --------------------                     --------------------------------------
                                         --------------------------------------
this Security on the books of the        --------------------------------------
Company.  The agent may substitute
another to act for him.                  (Print or type other person's name,
                                         address and zip code)

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

Signature Guaranteed

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

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


                                    A-1-12

                                   SCHEDULE I
                       MEDICIS PHARMACEUTICAL CORPORATION
                2.5% Contingent Convertible Senior Notes Due 2032


Date                          Principal Amount               Notation


                                    A-1-13

                                                                     EXHIBIT A-2

                         [Form of Certificated Security]

      THIS SECURITY WAS ISSUED WITH ORIGINAL ISSUE DISCOUNT FOR U.S. FEDERAL
INCOME TAX PURPOSES. FOR PURPOSES OF SECTIONS 1273 AND 1275 OF THE INTERNAL
REVENUE CODE, THE ISSUE PRICE OF EACH SECURITY IS $1000 PER $1000 OF PRINCIPAL
AMOUNT, THE ISSUE DATE IS JUNE 4, 2002 AND THE COMPARABLE YIELD IS 9.5% PER
ANNUM. HOLDERS OF THIS SECURITY MAY OBTAIN INFORMATION REGARDING THE AMOUNT OF
ORIGINAL ISSUE DISCOUNT, YIELD TO MATURITY AND THE PROJECTED PAYMENT SCHEDULE
FOR THIS SECURITY BY SUBMITTING A WRITTEN REQUEST FOR SUCH INFORMATION TO:
MEDICIS PHARMACEUTICAL CORPORATION, 8125 NORTH HAYDEN ROAD, SCOTTSDALE, ARIZONA
85258-2463, ATTN.: EXECUTIVE DIRECTOR OF FINANCE, SUCH INFORMATION TO BE MADE
AVAILABLE, BEGINNING NO LATER THAN 10 DAYS AFTER THE ISSUE DATE, PROMPTLY UPON
REQUEST.

      THIS SECURITY (OR ITS PREDECESSOR) WAS ORIGINALLY ISSUED IN A TRANSACTION
EXEMPT FROM REGISTRATION UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS
AMENDED (THE "SECURITIES ACT"), AND THIS SECURITY AND THE CLASS A COMMON STOCK
DELIVERABLE UPON CONVERSION HEREOF OR UPON PURCHASE OF THIS SECURITY BY THE
COMPANY MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH
REGISTRATION OR AN APPLICABLE EXEMPTION THEREFROM. EACH PURCHASER OF THIS
SECURITY IS HEREBY NOTIFIED THAT THE SELLER OF THIS SECURITY MAY BE RELYING ON
THE EXEMPTION FROM THE PROVISIONS OF SECTION 5 OF THE SECURITIES ACT PROVIDED BY
RULE 144A THEREUNDER.

      THE HOLDER OF THIS SECURITY AGREES FOR THE BENEFIT OF THE COMPANY THAT (A)
THIS SECURITY MAY BE OFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED, ONLY (I)
TO A PERSON WHOM THE SELLER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL
BUYER (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT) IN A TRANSACTION
MEETING THE REQUIREMENTS OF RULE 144A, (II) PURSUANT TO AN EXEMPTION FROM
REGISTRATION UNDER THE SECURITIES ACT PROVIDED BY RULE 144 THEREUNDER (IF
AVAILABLE) OR (III) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE
SECURITIES ACT, IN EACH OF CASES (I) THROUGH (III) IN ACCORDANCE WITH ANY
APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES, AND (B) THE HOLDER
WILL, AND EACH SUBSEQUENT HOLDER IS REQUIRED TO, NOTIFY ANY PURCHASER OF THIS
SECURITY FROM IT OF THE RESALE RESTRICTIONS REFERRED TO IN (A) ABOVE.

      THE FOREGOING LEGEND MAY BE REMOVED FROM THIS SECURITY ON SATISFACTION OF
THE CONDITIONS SPECIFIED IN THE INDENTURE.


                                    A-2-1

                       MEDICIS PHARMACEUTICAL CORPORATION

                2.5% Contingent Convertible Senior Notes Due 2032

No.:                                            CUSIP:

Issue Date:                                     Principal Amount:

      MEDICIS PHARMACEUTICAL CORPORATION, a Delaware corporation,
promises to pay to
- -----------------------------------------------------------------------
- ----------------------------------------------------------------------------
or registered assigns, the Principal Amount of                                ,
                                               -------------------------------
on June 4, 2032, subject to the further provisions of this Note set forth on the
reverse hereof, which further provisions shall for all purposes have the same
effect as if set forth at this place. This Security is convertible as specified
on the other side of this Security.

      Interest Payment Dates:  June 4 and December 4, commencing
December 4, 2002,

      Record Dates:  May 19 and November 19, commencing November
19, 2002

Dated:


                                       MEDICIS PHARMACEUTICAL
                                       CORPORATION

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



                                     A-2-2

                     TRUSTEE'S CERTIFICATE OF AUTHENTICATION

Deutsche Bank Trust Company Americas, as Trustee, certifies that this is one of
the Securities referred to in the within-mentioned Indenture.

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

Dated:


                                     A-2-3

               [FORM OF REVERSE SIDE IS IDENTICAL TO EXHIBIT A-1]


                                     A-2-4

                                                                       EXHIBIT B

                              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 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
            pursuant to an effective registration statement 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.

                                      B-1

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.)

Signature Guaranteed

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

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

                                      B-2

EX-4.2

                          REGISTRATION RIGHTS AGREEMENT
                            Dated as of June 4, 2002
                                 By and Between
                       MEDICIS PHARMACEUTICAL CORPORATION
                                 as the Company,
                                       and
                          DEUTSCHE BANK SECURITIES INC.
                            as the Initial Purchaser
                2.5% Contingent Convertible Senior Notes Due 2032

                                TABLE OF CONTENTS

                                                                           
1.    Definitions...........................................................      1

2.    Shelf Registration....................................................      4

3.    Liquidated Damages....................................................      6

4.    Registration Procedures...............................................      7

5.    Registration Expenses.................................................     13

6.    Indemnification.......................................................     14

7.    Rules 144 and 144A....................................................     18

8.    Underwritten Registrations............................................     18

9.    Miscellaneous.........................................................     18



                          REGISTRATION RIGHTS AGREEMENT


            This Registration Rights Agreement (this "AGREEMENT") is dated as of
June 4, 2002, by and between MEDICIS PHARMACEUTICAL CORPORATION, a Delaware
corporation (the "COMPANY"), and DEUTSCHE BANK SECURITIES INC. (the "INITIAL
PURCHASER").

            This Agreement is entered into in connection with that certain
Purchase Agreement, dated May 29, 2002 (the "PURCHASE AGREEMENT"), by and
between the Company and the Initial Purchaser, which provides for the sale by
the Company to the Initial Purchaser of $350,000,000 aggregate principal amount
of the Company's 2.5% Contingent Convertible Senior Notes Due 2032 (the "FIRM
SECURITIES"), which are convertible into Class A common stock of the Company,
par value $0.014 per share (together with the Rights (as defined in the Purchase
Agreement), the "UNDERLYING SHARES"), plus up to an additional $50,000,000
aggregate principal amount of the same which the Initial Purchaser may
subsequently elect to purchase pursuant to the terms of the Purchase Agreement
(the "OPTION SECURITIES" and together with the Firm Securities, the
"SECURITIES"). The Securities are being issued pursuant to an Indenture dated as
of the date hereof (the "INDENTURE"), by and between the Company and Deutsche
Bank Trust Company Americas, as trustee.

            In order to induce the Initial Purchaser to enter into the Purchase
Agreement, the Company has agreed to provide the registration rights set forth
in this Agreement for the benefit of the Initial Purchaser and certain
subsequent holder or holders of the Securities or Underlying Shares as provided
herein. The execution and delivery of this Agreement is a condition to the
Initial Purchaser's obligation to purchase the Firm Securities under the
Purchase Agreement.

            The parties hereby agree as follows:

1.    Definitions.  As used in this Agreement, the following terms shall have
the following meanings:

            AGREEMENT:  See the first introductory paragraph hereto.

            AMOUNT OF REGISTRABLE SECURITIES: (a) With respect to Securities
constituting Registrable Securities, the aggregate principal amount of all such
Securities outstanding, (b) with respect to Underlying Shares constituting
Registrable Securities, the aggregate number of such Underlying Shares
outstanding multiplied by the Conversion Price (as defined in the Indenture
relating to the Securities upon the conversion of which such Underlying Shares
were issued) in effect at the time of computing the Amount of Registrable
Securities or, if no such Securities are then outstanding, the last Conversion
Price that was in effect under such Indenture when any such Securities were last
outstanding, and (c) with respect to combinations thereof, the sum of (a) and
(b) for the relevant Registrable Securities.

            BUSINESS DAY:  Any day that is not a Saturday, Sunday or a day on
which banking institutions in New York are authorized or required by law to be
closed.

            CLOSING DATE:  June 4, 2002.

            COMPANY:  See the first introductory paragraph hereto.

            DAMAGES PAYMENT DATE:  See Section 3(c) hereof.

            DEPOSITARY:  The Depository Trust Company until a successor is
appointed by the Company.

            EFFECTIVENESS DATE:  The 180th day after the Closing Date.

            EFFECTIVENESS PERIOD:  See Section 2(a) hereof.

            EXCHANGE ACT:  The Securities Exchange Act of 1934, as amended,
and the rules and regulations of the SEC promulgated thereunder.

            FILING DATE:  The 90th day after the Closing Date.

            HOLDER:  Any holder of Registrable Securities.

            INDEMNIFIED HOLDER:  See Section 6 hereof.

            INDEMNIFIED PERSON:  See Section 6 hereof.

            INDEMNIFYING PERSON:  See Section 6 hereof.

            INDENTURE:  See the second introductory paragraph hereto.

            INITIAL PURCHASER:  See the first introductory paragraph hereto.

            INITIAL SHELF REGISTRATION:  See Section 2(a) hereof.

            INSPECTORS:  See Section 4(n) hereof.

            LIQUIDATED DAMAGES:  See Section 3(a) hereof.

            NASD:  See Section 4(q) hereof.

            NOTICE AND QUESTIONNAIRE: means a written notice delivered to the
Company containing substantially the information called for by the Form of
Selling Securityholder Notice and Questionnaire attached as Appendix A to the
Offering Memorandum of the Company dated May 29, 2002 relating to the
Securities.

            PERSON: An individual, partnership, corporation, limited liability
company, unincorporated association, trust or joint venture, or a governmental
agency or political subdivision thereof.

            PROSPECTUS: The prospectus included in any Registration Statement
(including, without limitation, any prospectus subject to completion and a
prospectus that includes any information previously omitted from a prospectus
filed as part of an effective registration statement in reliance upon Rule 430A
promulgated under the Securities Act), as amended or


                                       2

supplemented by any prospectus supplement, and all other amendments and
supplements to the Prospectus, including post-effective amendments, and all
material incorporated by reference or deemed to be incorporated by reference in
such Prospectus.

            PURCHASE AGREEMENT:  See the second introductory paragraph hereto.

            QIU:  See Section 4(q) hereof.

            RECORDS:  See Section 4(n) hereof.

            REGISTRABLE SECURITIES: All Securities and all Underlying Shares
upon original issuance thereof and at all times subsequent thereto until the
earliest to occur of (i) a Registration Statement covering such Securities and
Underlying Shares having been declared effective by the SEC and such Securities
and Underlying Shares having been disposed of in accordance with such effective
Registration Statement, (ii) such Securities and Underlying Shares having been
sold in compliance with Rule 144 or could (except with respect to affiliates of
the Company within the meaning of the Securities Act) be sold in compliance with
Rule 144(k), or (iii) such Securities and any Underlying Shares ceasing to be
outstanding.

            REGISTRATION DEFAULT:  See Section 3(a) hereof.

            REGISTRATION STATEMENT: Any registration statement of the Company
filed with the SEC pursuant to the provisions of this Agreement, including the
Prospectus, amendments and supplements to such registration statement, including
post-effective amendments, all exhibits and all material incorporated by
reference or deemed to be incorporated by reference in such registration
statement.

            RULE 144: Rule 144 promulgated under the Securities Act, as such
Rule may be amended from time to time, or any similar rule (other than Rule
144A) or regulation hereafter adopted by the SEC providing for offers and sales
of securities made in compliance therewith resulting in offers and sales by
subsequent holders that are not affiliates of an issuer of such securities being
free of the registration and prospectus delivery requirements of the Securities
Act.

            RULE 144A: Rule 144A promulgated under the Securities Act, as such
Rule may be amended from time to time, or any similar rule (other than Rule 144)
or regulation hereafter adopted by the SEC.

            RULE 415: Rule 415 promulgated under the Securities Act, as such
Rule may be amended from time to time, or any similar rule or regulation
hereafter adopted by the SEC.

            SEC:  The Securities and Exchange Commission.

            SECURITIES:  See the second introductory paragraph hereto.

            SECURITIES ACT:  The Securities Act of 1933, as amended, and the
rules and regulations of the SEC promulgated thereunder.


                                       3

            SELLING HOLDER: On any date, any Holder that has delivered a
Notice and Questionnaire to the Company on or prior to such date.

            SHELF REGISTRATION:  See Section 2(b) hereof.

            SHELF REGISTRATION STATEMENT:  See Section 2(b) hereof.

            SUBSEQUENT SHELF REGISTRATION:  See Section 2(b) hereof.

            TIA:  The Trust Indenture Act of 1939, as amended, and the rules
and regulations of the SEC promulgated thereunder.

            TRUSTEE:  The Trustee under the Indenture.

            UNDERLYING SHARES:  See the second introductory paragraph hereto.

            UNDERWRITTEN REGISTRATION OR UNDERWRITTEN OFFERING: A registration
in which securities of the Company are sold to an underwriter for reoffering to
the public.

2.    Shelf Registration.
      -------------------

            (a) Shelf Registration. The Company shall file with the SEC a
Registration Statement for an offering to be made on a continuous basis pursuant
to Rule 415 covering all of the Registrable Securities (the "INITIAL SHELF
REGISTRATION") on or prior to the Filing Date.

            The Initial Shelf Registration shall be on Form S-3 or another
appropriate form permitting registration of such Registrable Securities for
resale by Holders in the manner or manners designated by them (including,
without limitation, one or more underwritten offerings). The Company shall not
permit any securities other than the Registrable Securities to be included in
the Initial Shelf Registration or any Subsequent Shelf Registration (as defined
below).

            The Company shall use all reasonable efforts to cause the Initial
Shelf Registration to be declared effective under the Securities Act on or prior
to the Effectiveness Date and to keep such Initial Shelf Registration
continuously effective under the Securities Act until the date that is two years
from the Closing Date (as it may be shortened pursuant to clause (i) or clause
(ii) immediately following, the "EFFECTIVENESS PERIOD"), or such shorter period
ending when (i) all of the Registrable Securities covered by the Initial Shelf
Registration have been sold in the manner set forth and as contemplated in the
Initial Shelf Registration, (ii) the date on which all the Registrable
Securities (x) held by Persons who are not affiliates of the Company may be
resold pursuant to Rule 144(k) under the Securities Act, or any successor
provision, or (y) cease to be outstanding, or (iii) a Subsequent Shelf
Registration covering all of the Registrable Securities has been declared
effective under the Securities Act.

            (b) Subsequent Shelf Registrations. If the Initial Shelf
Registration or any Subsequent Shelf Registration (as defined below) ceases to
be effective for any reason at any time during the Effectiveness Period (other
than because of the sale of all of the securities registered thereunder), the
Company shall use all reasonable efforts to obtain the prompt withdrawal of any
order suspending the effectiveness thereof, and in any event shall within 45


                                       4

days of such cessation of effectiveness amend the Initial Shelf Registration in
a manner to obtain the withdrawal of the order suspending the effectiveness
thereof, or file an additional "shelf" Registration Statement pursuant to Rule
415 covering all of the Registrable Securities (a "SUBSEQUENT SHELF
REGISTRATION"). If a Subsequent Shelf Registration is filed, the Company shall
use all reasonable efforts to cause the Subsequent Shelf Registration to be
declared effective under the Securities Act as soon as practicable after such
filing and to keep such Registration Statement continuously effective for a
period equal to the number of days in the Effectiveness Period less the
aggregate number of days during which the Initial Shelf Registration or any
Subsequent Shelf Registration was previously continuously effective. As used
herein, the term "SHELF REGISTRATION" means the Initial Shelf Registration and
any Subsequent Shelf Registration and the term "SHELF REGISTRATION STATEMENT"
means any Registration Statement filed in connection with a Shelf Registration.

            (c) Supplements and Amendments. The Company shall promptly
supplement and amend the Shelf Registration if required by the rules,
regulations or instructions applicable to the registration form used for such
Shelf Registration, if required by the Securities Act, or if reasonably
requested by the Holders of the majority in Amount of Registrable Securities
covered by such Registration Statement or by any underwriter of such Registrable
Securities.

            (d) Notice and Questionnaire. Each Holder agrees that if such Holder
wishes to sell Registrable Securities pursuant to a Shelf Registration Statement
and related Prospectus, it will do so only in accordance with this Section 2(d)
and Section 4 hereof. Each Holder wishing to sell Registrable Securities
pursuant to a Shelf Registration Statement and related Prospectus agrees to
deliver a Notice and Questionnaire to the Company at least three (3) Business
Days prior to any intended distribution of Registrable Securities under the
Shelf Registration Statement. From and after the date the Initial Shelf
Registration Statement is declared effective, the Company shall, as promptly as
practicable after the date a Notice and Questionnaire is delivered, and in any
event upon the later of (x) five (5) Business Days after such date or (y) five
(5) Business Days after the expiration of any Deferral Period in effect when the
Notice and Questionnaire is delivered or put into effect within five (5)
Business Days of such delivery date:

                  (i) if required by applicable law, file with the SEC a
post-effective amendment to the Shelf Registration Statement or prepare and, if
required by applicable law, file a supplement to the related Prospectus or a
supplement or amendment to any document incorporated therein by reference or
file any other required document so that the Holder delivering such Notice and
Questionnaire is named as a selling securityholder in the Shelf Registration
Statement and the related Prospectus in such a manner as to permit such Holder
to deliver such Prospectus to purchasers of the Registrable Securities in
accordance with applicable law and, if the Company shall file a post-effective
amendment to the Shelf Registration Statement, use all reasonable efforts to
cause such post-effective amendment to be declared effective under the
Securities Act as promptly as is practicable, but in any event by the date (the
"AMENDMENT EFFECTIVENESS DEADLINE DATE") that is forty-five (45) days after the
date such post-effective amendment is required by this clause to be filed;

                  (ii)  provide such Holder copies of any documents filed
pursuant to Section 2(d)(i); and


                                       5

                  (iii) notify such Holder as promptly as practicable after the
effectiveness under the Securities Act of any post-effective amendment filed
pursuant to Section 2(d)(i);

provided that if such Notice and Questionnaire is delivered during a Deferral
Period (as defined in Section 3(b)), the Company shall so inform the Holder
delivering such Notice and Questionnaire and shall take the actions set forth in
clauses (i), (ii) and (iii) above upon expiration of the Deferral Period.
Notwithstanding anything contained herein to the contrary, (i) the Company shall
be under no obligation to name any Holder that has not delivered a Notice and
Questionnaire to the Company in accordance with this Section 2(d) and (ii) the
Amendment Effectiveness Deadline Date shall be extended by up to ten (10)
Business Days from the expiration of a Deferral Period (and the Company shall
incur no obligation to pay Liquidated Damages during such extension) if such
Deferral Period shall be in effect on the Amendment Effectiveness Deadline Date.

3.    Liquidated Damages.

            (a) The Company and the Initial Purchaser agree that the Holders of
Registrable Securities will suffer damages if the Company fails to fulfill
certain of its obligations under Section 2 hereof and that it would not be
feasible to ascertain the extent of such damages with precision. Accordingly,
the Company agrees to pay liquidated damages on the Registrable Securities
("LIQUIDATED DAMAGES") under the circumstances and to the extent set forth below
(each of which shall be given independent effect; each a "REGISTRATION
DEFAULT"):

                  (i) if the Initial Shelf Registration is not filed on or prior
to the Filing Date, then commencing on the day after the Filing Date, Liquidated
Damages shall accrue on the Registrable Securities at a rate of 0.50% per annum
on the Amount of Registrable Securities;

                  (ii) if the Initial Shelf Registration is not declared
effective by the SEC on or prior to the Effectiveness Date, then commencing on
the day after the Effectiveness Date, Liquidated Damages shall accrue on the
Registrable Securities at a rate of 0.50% per annum on the Amount of Registrable
Securities; and

                  (iii) if a Shelf Registration has been declared effective and
such Shelf Registration ceases to be effective at any time during the
Effectiveness Period (other than as permitted under Section 3(b)), then
Liquidated Damages shall accrue on the Registrable Securities at a rate of 0.5%
per annum on the Amount of Registrable Securities;

provided, however, that Liquidated Damages on the Registrable Securities may not
accrue under more than one of the foregoing clauses (i), (ii) or (iii) at any
one time; and provided further, however, that (1) upon the filing of the Initial
Shelf Registration as required hereunder (in the case of clause (a)(i) of this
Section 3), (2) upon the effectiveness of the Initial Shelf Registration as
required hereunder (in the case of clause (a)(ii) of this Section 3), or (3)
upon the effectiveness of a Shelf Registration which had ceased to remain
effective (in the case of (a)(iii) of this Section 3), Liquidated Damages on the
Registrable Securities as a result of such clause (or the relevant subclause
thereof), as the case may be, shall cease to accrue. It is understood and agreed
that,


                                       6

notwithstanding any provision to the contrary, no Liquidated Damages shall
accrue on any Registrable Securities that are then covered by an effective Shelf
Registration Statement.

            (b) Notwithstanding paragraph (a) of this Section 3, the Company
shall be permitted to suspend the effectiveness of a Registration Statement
covering the Registrable Securities for any reason whatsoever for up to 30
consecutive days (the "DEFERRAL PERIOD") in any 90 day period, for a total of
not more than 90 days in any twelve-month period, without paying Liquidated
Damages.

            (c) So long as Securities remain outstanding, the Company shall
notify the Trustee within two Business Days after each and every date on which
an event occurs in respect of which Liquidated Damages is required to be paid.
Any amounts of Liquidated Damages due pursuant to clause (a)(i), (a)(ii) or
(a)(iii) of this Section 3 will be payable in cash semi-annually on each June 4
and December 4 (each, a "DAMAGES PAYMENT DATE"), commencing with the first such
date occurring after any such Liquidated Damages commences to accrue, to Holders
to whom regular interest is payable on such Damages Payment Date, with respect
to Securities that are Registrable Securities, and to Persons that are
registered Holders on the May 19 or November 19 immediately prior to a Damages
Payment Date with respect to Underlying Shares that are Registrable Securities.
The amount of Liquidated Damages for Registrable Securities will be determined
by multiplying the applicable rate of Liquidated Damages by the Amount of
Registrable Securities outstanding on the Damages Payment Date following such
Registration Default in the case of the first such payment of Liquidated Damages
with respect to a Registration Default (and thereafter at the next succeeding
Damages Payment Date until the cure of such Registration Default), multiplied by
a fraction, the numerator of which is the number of days such Liquidated Damages
rate was applicable during such period (determined on the basis of a 360-day
year comprised of twelve 30-day months and, in the case of a partial month, the
actual number of days elapsed), and the denominator of which is 360.

4.    Registration Procedures.

            In connection with the filing of any Registration Statement pursuant
to Section 2 hereof, the Company shall effect such registrations to permit the
sale of the securities covered thereby in accordance with the intended method or
methods of disposition thereof, and pursuant thereto and in connection with any
Registration Statement filed by the Company hereunder the Company shall:

            (a) Prepare and file with the SEC, on or prior to the Filing Date, a
Registration Statement or Registration Statements as prescribed by Section 2
hereof, and use all reasonable efforts to cause each such Registration Statement
to become effective and remain effective as provided herein; provided, however,
that before filing any Registration Statement or Prospectus or any amendments or
supplements thereto, the Company shall furnish to and afford the Holders of the
Registrable Securities covered by such Registration Statement and the managing
underwriter or underwriters, if any, a reasonable opportunity to review copies
of all such documents proposed to be filed (in each case, where possible, at
least five Business Days prior to such filing, or such later date as is
reasonable under the circumstances). The Company shall not file any Registration
Statement or Prospectus or any amendments or supplements thereto if the Holders
of a majority in Amount of Registrable Securities covered by such


                                       7

Registration Statement or the managing underwriter or underwriters, if any,
shall reasonably object.

            (b) Prepare and file with the SEC such amendments and post-effective
amendments to each Shelf Registration, as may be necessary to keep such
Registration Statement continuously effective for the Effectiveness Period;
cause the related Prospectus to be supplemented by any Prospectus supplement
required by applicable law, and as so supplemented to be filed pursuant to Rule
424 (or any similar provisions then in force) promulgated under the Securities
Act; and comply with the provisions of the Securities Act and the Exchange Act
applicable to it with respect to the disposition of all Registrable Securities
covered by such Registration Statement as so amended or in such Prospectus as so
supplemented. The Company shall be deemed not to have used all reasonable
efforts to keep a Registration Statement effective during the Effectiveness
Period if it voluntarily takes any action that would result in Selling Holders
of the Registrable Securities covered thereby not being able to sell such
Registrable Securities during that period unless such action is required by
applicable law or unless the Company complies with this Agreement, including
without limitation the provisions of Section 4(k) hereof.

            (c) Notify the Selling Holders, a single counsel to such Holders
(chosen in accordance with Section 5(b) and the managing underwriter or
underwriters, if any, promptly (but in any event within two Business Days), (i)
when a Prospectus or any prospectus supplement or post-effective amendment has
been filed, and, with respect to a Registration Statement or any post-effective
amendment, when the same has become effective under the Securities Act
(including in such notice a written statement that any Holder may, upon request,
obtain, at the sole expense of the Company, one conformed copy of such
Registration Statement or post-effective amendment including financial
statements and schedules, documents incorporated or deemed to be incorporated by
reference and exhibits), (ii) of the issuance by the SEC of any stop order
suspending the effectiveness of a Registration Statement or of any order
preventing or suspending the use of any preliminary prospectus or the initiation
of any proceedings for that purpose, (iii) of the happening of any event, the
existence of any condition or any information becoming known that makes any
statement made in such Registration Statement or related Prospectus or any
document incorporated or deemed to be incorporated therein by reference untrue
in any material respect or that requires the making of any changes in or
amendments or supplements to such Registration Statement, Prospectus or
documents so that, in the case of the Registration Statement, it will not
contain any untrue statement of a material fact or omit to state any material
fact required to be stated therein or necessary to make the statements therein
not misleading, and that in the case of the Prospectus, it will not contain any
untrue statement of a material fact or omit to state any material fact required
to be stated therein or necessary to make the statements therein, in the light
of the circumstances under which they were made, not misleading and (iv) of the
Company's determination that a post-effective amendment to a Registration
Statement would be appropriate.

            (d) Use all reasonable efforts to prevent the issuance of any order
suspending the effectiveness of a Registration Statement or of any order
preventing or suspending the use of a Prospectus and, if any such order is
issued, to use all reasonable efforts to obtain the withdrawal of any such order
at the earliest possible moment, and provide immediate notice to


                                       8

the Selling Holders and the managing underwriter or underwriters, if any, of the
withdrawal of any such order.

            (e) If requested by the managing underwriter or underwriters, if
any, or the Holders of the majority in Amount of Registrable Securities being
sold in connection with an underwritten offering (i) promptly incorporate in a
prospectus supplement or post-effective amendment such information as the
managing underwriter or underwriters (if any), or such Holders reasonably
determine is necessary to be included therein, (ii) make all required filings of
such prospectus supplement or such post-effective amendment as soon as
reasonably practicable after the Company has received notification of the
matters to be incorporated in such prospectus supplement or post-effective
amendment and (iii) supplement or make amendments to such Registration
Statement.

            (f) Furnish to each Selling Holder, a single counsel to such Holders
(chosen in accordance with Section 5(b)) and the managing underwriter or
underwriters, if any, at the sole expense of the Company, one conformed copy of
the Registration Statement or Registration Statements and each post-effective
amendment thereto, including financial statements and schedules, and, if
requested, all documents incorporated or deemed to be incorporated therein by
reference and all exhibits.

            (g) Deliver to each Selling Holder, a single counsel to such Holders
(chosen in accordance with Section 5(b)) and the managing underwriter or
underwriters, if any, at the sole expense of the Company, as many copies of the
Prospectus (including each form of preliminary prospectus) and each amendment or
supplement thereto and any documents incorporated by reference therein as such
Persons may reasonably request; and, subject to the second paragraph of Section
4(s) hereof, the Company hereby consents to the use of such Prospectus and each
amendment or supplement thereto by each of the Selling Holders of Registrable
Securities and the managing underwriter or underwriters or agents, if any, and
dealers (if any), in connection with the offering and sale of the Registrable
Securities covered by such Prospectus and any amendment or supplement thereto.

            (h) Prior to any public offering of Registrable Securities, to use
all reasonable efforts to register or qualify, to the extent required by
applicable law, and to cooperate with the Selling Holders and the managing
underwriter or underwriters, if any, and their respective counsel in connection
with the registration or qualification (or exemption from such registration or
qualification) of such Registrable Securities or offer and sale under the
securities or Blue Sky laws of such jurisdictions within the United States as
any selling Holder, or the managing underwriter or underwriters, if any,
reasonably request; provided, however, that where Registrable Securities are
offered other than through an underwritten offering, the Company agrees to cause
the Company's counsel to perform Blue Sky investigations and file registrations
and qualifications required to be filed pursuant to this Section 4(h), keep each
such registration or qualification (or exemption therefrom) effective during the
period such Registration Statement is required to be kept effective and do any
and all other acts or things reasonably necessary or advisable to enable the
disposition in such jurisdictions of the Registrable Securities covered by the
applicable Registration Statement; provided, however, that the Company shall not
be required to (A) qualify generally to do business in any jurisdiction where


                                       9

it is not then so qualified, (B) take any action that would subject it to
general service of process in any such jurisdiction where it is not then so
subject or (C) subject itself to taxation in excess of a nominal dollar amount
in any such jurisdiction where it is not then so subject.

            (i) Cooperate with the Selling Holders and the managing underwriter
or underwriters, if any, and their respective counsel to facilitate the timely
preparation and delivery of certificates representing shares of Registrable
Securities to be sold, which certificates shall not bear any restrictive legends
and shall be in a form eligible for deposit with The Depository Trust Company;
and enable such shares of Registrable Securities to be in such denominations and
registered in such names as the managing underwriter or underwriters, if any, or
Holders may reasonably request.

            (j) Use all reasonable efforts to cause the Registrable Securities
covered by any Shelf Registration Statement to be registered with or approved by
such other governmental agencies or authorities as may be reasonably necessary
to enable the Selling Holder or Holders thereof or the managing underwriter or
underwriters, if any, to consummate the disposition of such Registrable
Securities, except as may be required solely as a consequence of the nature of
such selling Holder's business, in which case the Company will cooperate in all
reasonable respects with the filing of such Registration Statement and the
granting of such approvals.

            (k) Upon the occurrence of any event contemplated by paragraph
4(c)(ii), 4(c)(iii) or 4(c)(iv) hereof, as promptly as practicable prepare and
(subject to Section 4(a) hereof) file with the SEC, at the sole expense of the
Company, a supplement or post-effective amendment to the Registration Statement
or a supplement to the related Prospectus or any document incorporated or deemed
to be incorporated therein by reference, or file any other required document so
that, as thereafter delivered to the purchasers of the Registrable Securities
being sold thereunder, any such Prospectus will not contain an untrue statement
of a material fact or omit to state a material fact required to be stated
therein or necessary to make the statements therein, in the light of the
circumstances under which they were made, not misleading.

            (l) Prior to the effective date of the first Registration Statement
relating to the Registrable Securities, (i) provide the Trustee with
certificates for the Registrable Securities in a form eligible for deposit with
The Depository Trust Company and (ii) provide a CUSIP number for the Registrable
Securities.

            (m) In connection with any underwritten offering of Registrable
Securities pursuant to a Shelf Registration, enter into an underwriting
agreement as is customary in underwritten offerings of securities similar to the
Registrable Securities and take all such other actions as are reasonably
requested by the managing underwriter or underwriters in order to expedite or
facilitate the registration or the disposition of such Registrable Securities
and, in such connection, (i) make such representations and warranties to, and
covenants with, the managing underwriter or underwriters with respect to the
business of the Company and its subsidiaries (including any acquired business,
properties or entity, if applicable) and the Registration Statement, Prospectus
and documents, if any, incorporated or deemed to be incorporated by reference
therein, in each case, as are customarily made by issuers to underwriters in
underwritten offerings of securities similar to the Registrable Securities and
confirm the same in writing if and when requested; (ii) obtain the written
opinion of counsel to the Company and written updates thereof in form, scope and
substance reasonably satisfactory to the managing


                                       10

underwriter or underwriters, addressed to the managing underwriter or
underwriters covering the matters customarily covered in opinions requested in
underwritten offerings of securities similar to the Registrable Securities and
such other matters as may be reasonably requested by the managing underwriter or
underwriters; and (iii) obtain "cold comfort" letters and updates thereof in
form, scope and substance reasonably satisfactory to the managing underwriter or
underwriters from the independent certified public accountants of the Company
(and, if necessary, any other independent certified public accountants of any
subsidiary of the Company or of any business acquired by the Company for which
financial statements and financial data are, or are required to be, included or
incorporated by reference in the Registration Statement), addressed to each of
the underwriters, such letters to be in customary form and covering matters of
the type customarily covered in "cold comfort" letters in connection with
underwritten offerings of securities similar to the Registrable Securities and
such other matters as reasonably requested by the managing underwriter or
underwriters as permitted by the Statement on Auditing Standards No. 72. The
above shall be done as and to the extent required by such underwriting
agreement.

            (n) Make available for inspection by any Selling Holder of such
Registrable Securities being sold, any managing underwriter or underwriters
participating in any such disposition of Registrable Securities, if any, and any
attorney, accountant or other agent retained by any such Selling Holder or
underwriter (collectively, the "INSPECTORS"), at the offices where normally
kept, during reasonable business hours at such time or times as shall be
mutually convenient for the Company and the Inspectors as a group, all financial
and other records, pertinent corporate documents and instruments of the Company
and its subsidiaries (collectively, the "RECORDS") as shall be reasonably
necessary to enable them to exercise any applicable due diligence
responsibilities, and cause the officers, directors and employees of the Company
and its subsidiaries to supply all information reasonably requested by any such
Inspector in connection with such Registration Statement. Records that the
Company determines, in good faith, to be confidential and any Records that it
notifies the Inspectors are confidential shall not be disclosed by any Inspector
unless (i) the disclosure of such Records is necessary to avoid or correct a
material misstatement or material omission in such Registration Statement, (ii)
the release of such Records is ordered pursuant to a subpoena or other order
from a court of competent jurisdiction, (iii) disclosure of such information is,
in the opinion of counsel for any Inspector, necessary or advisable in
connection with any action, claim, suit or proceeding, directly involving or
potentially involving such Inspector and arising out of, based upon, relating
to, or involving this Agreement or any transactions contemplated hereby or
arising hereunder or (iv) the information in such Records has been made
generally available to the public other than through the acts of such Inspector;
provided, however, that prior notice shall be provided as soon as practicable to
the Company of the potential disclosure of any information by such Inspector
pursuant to clauses (ii) or (iii) of this sentence to permit the Company to
obtain a protective order (or waive the provisions of this paragraph (n)). Each
Inspector shall take such actions as are reasonably necessary to protect the
confidentiality of such information (if practicable) to the extent such actions
are otherwise not inconsistent with, an impairment of or in derogation of the
rights and interests of the Holder or any Inspector, unless and until such
information in such Records has been made generally available to the public
other than as a result of a breach of this Agreement.


                                       11

            (o) Provide (i) the Holders of the Registrable Securities to be
included in such Registration Statement and not more than one counsel for all
the Holders of such Registrable Securities chosen in accordance with Section
5(b), (ii) the managing underwriter or underwriters (which term, for purposes of
this Registration Rights Agreement, shall include a Person deemed to be an
underwriter within the meaning of Section 2(11) of the Securities Act), if any,
thereof, (iii) the sales or placement agent, if any, thereof, and (iv) one
counsel for such underwriters or agents, reasonable opportunity to participate
in the preparation of such Registration Statement, each prospectus included
therein or filed with the SEC, and each amendment or supplement thereto.

            (p) Comply with all applicable rules and regulations of the SEC and
make generally available to its security holders earning statements satisfying
the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder
(or any similar rule promulgated under the Securities Act) no later than 45 days
after the end of any 12-month period (or 90 days after the end of any 12-month
period if such period is a fiscal year) (i) commencing at the end of any fiscal
quarter in which Registrable Securities are sold to underwriters in a firm
commitment or best efforts underwritten offering and (ii) if not sold to
underwriters in such an offering, commencing on the first day of the first
fiscal quarter of the Company after the effective date of a Registration
Statement, which statements shall cover said 12-month periods.

            (q) Cooperate with each Selling Holder of Registrable Securities
covered by any Registration Statement and the managing underwriter or
underwriters, if any, participating in the disposition of such Registrable
Securities and their respective counsel in connection with any filings required
to be made with the National Association of Securities Dealers, Inc. (the
"NASD"), including, if the Conduct Rules of the NASD or any successor thereto as
amended from time to time so require, engaging a "qualified independent
underwriter" ("QIU") as contemplated therein and making Records available to
such QIU as though it were a participating underwriter for the purposes of
Section 4(n) and otherwise applying the provisions of this Agreement to such QIU
(including indemnification) as though it were a participating underwriter.

            (r) Cause the Indenture to be qualified under the TIA not later than
the effective date of the first Registration Statement relating to the
Registrable Securities; and in connection therewith, cooperate with the Trustee
and the Holders of the Registrable Securities and their respective counsel to
effect such changes to the Indenture as may be required for the Indenture to be
so qualified in accordance with the terms of the TIA; and execute, and use all
reasonable efforts to cause the Trustee to execute, all documents as may be
required to effect such changes and all other forms and documents required to be
filed with the SEC to enable the Indenture to be so qualified in a timely
manner.

            (s) Use all reasonable efforts to take all other steps necessary or
advisable to effect the registration of the Registrable Securities covered by a
Registration Statement contemplated hereby.

            Each Holder agrees, by acquisition of the Registrable Securities,
that no Holder shall be entitled to sell any of such Registrable Securities
pursuant to a Registration Statement or to receive a Prospectus relating
thereto, unless such Holder has furnished the Company with a


                                       12

Notice and Questionnaire as required pursuant to Section 2(d) hereof (including
the information required to be included in such Notice and Questionnaire) and
the information set forth in the next sentence. Each Selling Holder agrees
promptly to furnish to the Company all information required to be disclosed in
order to make the information previously furnished to the Company by such
Selling Holder not misleading and any other information regarding such Selling
Holder and the distribution of such Registrable Securities as the Company may
from time to time reasonably request. Any sale of any Registrable Securities by
any Holder shall constitute a representation and warranty by such Holder that
the information relating to such Holder and its plan of distribution is as set
forth in the Prospectus delivered by such Holder in connection with such
disposition, that such Prospectus does not as of the time of such sale contain
any untrue statement of a material fact relating to or provided by such Holder
or its plan of distribution and that such Prospectus does not as of the time of
such sale omit to state any material fact relating to or provided by such Holder
or its plan of distribution necessary to make the statements in such Prospectus,
in the light of the circumstances under which they were made, not misleading.

            The Company may require each Selling Holder of Registrable
Securities as to which any registration is being effected to furnish to the
Company such additional information regarding such Holder and the distribution
of such Registrable Securities as the Company may, from time to time, reasonably
request to the extent necessary or advisable to comply with the Securities Act.
The Company may exclude from such registration the Registrable Securities of any
Selling Holder if such Holder fails to furnish such additional information
within 20 Business Days after receiving such request. Each Selling Holder as to
which any Shelf Registration is being effected agrees to furnish promptly to the
Company all information required to be disclosed so that the information
previously furnished to the Company by such Holder is not materially misleading
and does not omit to state any material fact required to be stated therein or
necessary to make the statements therein not misleading in light of the
circumstances under which they were made.

            Each Holder of Registrable Securities agrees by acquisition of such
Registrable Securities that, upon actual receipt of any notice from the Company
of the Company suspending the effectiveness of the Registration Statement
pursuant to Section 3(b) hereof, or upon the happening of any event of the kind
described in Section 4(c)(ii), 4(c)(iii) or 4(c)(iv) hereof, such Holder will
forthwith discontinue disposition of such Registrable Securities covered by such
Registration Statement or Prospectus until such Holder's receipt of the copies
of the supplemented or amended Prospectus contemplated by Section 4(k) hereof,
or until it is advised in writing by the Company that the use of the applicable
Prospectus may be resumed, and has received copies of any amendments or
supplements thereto.

5.    Registration Expenses.

            (a) All fees and expenses incident to the performance of or
compliance with this Agreement by the Company shall be borne by the Company,
including, without limitation, (i) all registration and filing fees (including,
without limitation, (A) fees with respect to filings required to be made with
the NASD in connection with an underwritten offering and (B) fees and expenses
of compliance with state securities or Blue Sky laws (including, without
limitation, reasonable fees and disbursements of counsel in connection with Blue
Sky qualifications of the Registrable Securities and determination of the
eligibility of the Registrable Securities for


                                       13

investment under the laws of such jurisdictions as provided in Section 4(h)
hereof), (ii) printing expenses, including, without limitation, expenses of
printing certificates for Registrable Securities in a form eligible for deposit
with The Depository Trust Company and of printing prospectuses if the printing
of prospectuses is requested by the managing underwriter or underwriters, if
any, or by the Holders of the majority in Amount of Registrable securities
included in any Registration Statement, (iii) messenger, telephone and delivery
expenses, (iv) fees and disbursements of counsel for the Company, (v) fees and
disbursements of all independent certified public accountants referred to in
Section 4(m)(iii) hereof (including, without limitation, the expenses of any
special audit and "cold comfort" letters required by or incident to such
performance), (vi) Securities Act liability insurance, if the Company desires
such insurance, (vii) fees and expenses of all other Persons retained by the
Company, (viii) internal expenses of the Company (including, without limitation,
all salaries and expenses of officers and employees of the Company performing
legal or accounting duties), (ix) the expense of any annual audit, (x) the fees
and expenses incurred in connection with the listing of the securities to be
registered on any securities exchange, if applicable, and (xi) the expenses
relating to printing, word processing and distributing all Registration
Statements, underwriting agreements, securities sales agreements and any other
documents necessary in order to comply with this Agreement. Notwithstanding
anything in this Agreement to the contrary, each Holder shall pay all
underwriting discounts and brokerage commissions with respect to any Registrable
Securities sold by it, and the Company shall not be responsible for the fees and
expenses of any counsel for the managing underwriter or underwriters, if any.

            (b) The Company shall reimburse the Holders of the Registrable
Securities being registered in a Shelf Registration for the reasonable fees and
disbursements of not more than one counsel chosen by the Holders of a majority
in Amount of Registrable Securities to be included in such Registration
Statement.

6.    Indemnification.

            The Company agrees to indemnify and hold harmless (i) each Holder
(which, for the absence of doubt, for purposes of this Section 6 shall include
the Initial Purchaser), (ii) each Person, if any, who controls (within the
meaning of either Section 15 of the Securities Act or Section 20 of the Exchange
Act) any Holder (any of the Persons referred to in this clause (ii) being
hereinafter referred to as a "CONTROLLING PERSON"), (iii) the respective
officers, directors, partners, employees, representatives and agents of any
Holder (including any predecessor holder)or any controlling person (any person
referred to in clause (i), (ii) or (iii) may hereinafter be referred to as an
"INDEMNIFIED HOLDER"), against any losses, claims, damages or liabilities to
which such Indemnified Holder may become subject under the Securities Act or
otherwise, insofar as such losses, claims, damages or liabilities (or actions or
proceedings in respect thereof) arise out of or are based upon (A) any untrue
statement or alleged untrue statement of any material fact contained in any
Registration Statement or Prospectus, or any amendment or supplement thereto or
any related preliminary prospectus or (B) the omission or alleged omission to
state therein a material fact required to be stated therein or necessary to make
the statements therein not misleading, in the light of the circumstances in
which they were made; provided, however, that the Company will not be liable
under this paragraph, (x) to the extent that any such loss, claim, damage or
liability arises out of or is based upon an untrue statement or alleged untrue
statement, or omission or alleged omission made in any such Registration
Statement or


                                       14

Prospectus, or any amendment or supplement thereto or any related preliminary
prospectus in reliance upon and in conformity with written information relating
to any Holder furnished to the Company by or on behalf of such Holder
specifically for use in therein or (y) with respect to any untrue statement or
alleged untrue statement, or omission or alleged omission made in any
preliminary prospectus if the person asserting any such loss, claim, damage or
liability who purchased Registrable Securities which are the subject thereof did
not receive a copy of the Prospectus (or of the preliminary prospectus as then
amended or supplemented if the Company shall have furnished such Indemnified
Holder with such amendment or supplement thereto on a timely basis) at or prior
to the written confirmation of the sale of such Registrable Securities to such
person and, in any case where such delivery is required by applicable law and
the untrue statement or alleged untrue statement or omission or alleged omission
of a material fact made in such preliminary prospectus was corrected in the
Prospectus (or the preliminary prospectus as then amended or supplemented if the
Company shall have furnished such Indemnified Holder with such amendment or
supplement thereto on a timely basis). The Company shall notify such Indemnified
Holder promptly of the institution, threat or assertion of any claim, proceeding
(including any governmental investigation) or litigation in connection with the
matters addressed by this Agreement which involves the Company or such
Indemnified Holder.

            The Company agrees to reimburse each Indemnified Holder upon demand
for any legal or other out-of-pocket expenses reasonably incurred by such
Indemnified Holder in connection with investigating or defending any such loss,
claim, damage or liability, action or proceeding or in responding to a subpoena
or governmental inquiry related to the offering of the Registrable Securities,
whether or not such Indemnified Holder is a party to any action or proceeding.
In the event that it is finally judicially determined that an Indemnified Holder
was not entitled to receive payments for legal and other expenses pursuant to
this paragraph, such Indemnified Holder will promptly return all sums that had
been advanced pursuant hereto.

            Each Holder agrees, severally and not jointly, to indemnify and hold
harmless the Company, its directors and officers and each Person who controls
the Company (within the meaning of either Section 15 of the Securities Act or
Section 20 of the Exchange Act) to the same extent as the indemnity provided in
the first paragraph of this Section 6 from the Company to each Holder, but only
with reference to such losses, claims, damages or liabilities which are caused
by any untrue statement or omission or alleged untrue statement or omission made
in reliance upon and in conformity with information relating to a Holder
furnished to the Company in writing by such Holder expressly for use in any
Registration Statement or Prospectus, or any amendment or supplement thereto or
any related preliminary prospectus.

            In case any proceeding (including any governmental investigation)
shall be instituted involving any Person in respect of which indemnity may be
sought pursuant to either of the first and third paragraphs of this Section 6,
such Person (the "INDEMNIFIED PERSON") shall promptly notify the Person or
Persons against whom such indemnity may be sought (each an "INDEMNIFYING
PERSON") in writing. No indemnification provided for in the first or third
paragraphs of this Section 6 shall be available to any Person who shall have
failed to give notice as provided in this paragraph if the party to whom notice
was not given was unaware of the proceeding to which such notice would have
related and was materially prejudiced by the failure to give such notice, but
the failure to give such notice shall not relieve the Indemnifying Person or
Persons from any liability which it or they may have to the Indemnified Person
for


                                       15

contribution or otherwise than on account of the provisions of the first and
third paragraphs of this Section 6. In case any such proceeding shall be brought
against any Indemnified Person and it shall notify the Indemnifying Person of
the commencement thereof, the Indemnifying Person shall be entitled to
participate therein and, to the extent that it shall wish, jointly with any
other Indemnifying Person similarly notified, to assume the defense thereof,
with counsel reasonably satisfactory to such Indemnified Person and shall pay as
incurred (or within 30 days of presentation) the fees and disbursements of such
counsel related to such proceeding. In any such proceeding, any Indemnified
Person shall have the right to retain its own counsel at its own expense.
Notwithstanding the foregoing, the Indemnifying Person shall pay as incurred (or
within 30 days of presentation) the fees and expenses of the counsel retained by
the Indemnified Person in the event (i) the Indemnifying Person and the
Indemnified Person shall have mutually agreed to the retention of such counsel,
(ii) the named parties to any such proceeding (including any impleaded parties)
include both the Indemnifying Person and the Indemnified Person and
representation of both parties by the same counsel would be inappropriate due to
actual or potential differing interests between them or (iii) the Indemnifying
Person shall have failed to assume the defense and employ counsel reasonably
acceptable to the Indemnified Person within a reasonable period of time after
notice of commencement of the action. It is understood that the Indemnifying
Person shall not, in connection with any proceeding or related proceedings in
the same jurisdiction, be liable for the reasonable fees and expenses of more
than one separate firm for all such Indemnified Persons. Such firm shall be
designated in writing by a majority in Amount of Registrable Securities in the
case of parties indemnified pursuant to the first paragraph of this Section 6
and by the Company in the case of parties indemnified pursuant to the third
paragraph of this Section 6. The Indemnifying Person shall not be liable for any
settlement of any proceeding effected without its written consent but if settled
with such consent or if there be a final judgment for the plaintiff, the
Indemnifying Person agrees to indemnify the Indemnified Person from and against
any loss or liability by reason of such settlement or judgment. In addition, the
Indemnifying Person will not, without the prior written consent of the
Indemnified Person, settle or compromise or consent to the entry of any judgment
in any pending or threatened claim, action or proceeding of which
indemnification may be sought hereunder (whether or not any Indemnified Person
is an actual or potential party to such claim, action or proceeding) unless such
settlement, compromise or consent includes an unconditional release of each
Indemnified Person from all liability arising out of such claim, action or
proceeding.

            To the extent the indemnification provided for in this Section 6 is
unavailable to or sufficient to hold harmless an Indemnified Person under the
first or third paragraph of this Section 6 in respect of any losses, claims,
damages or liabilities (or actions or proceedings in respect thereof) referred
to therein, except by reason of the exceptions set forth in the first or third
paragraphs of this Section 6 or the failure of the Indemnified Person to give
notice as required in the fourth paragraph of this Section 6, then each
Indemnifying Person shall contribute to the amount paid or payable by such
Indemnified Person as a result of such losses, claims, damages or liabilities
(or actions or proceedings in respect thereof) in such proportion as is
appropriate to reflect the relative benefits received by the Indemnifying Person
on the one hand and the Indemnified Person on the other hand from the offering
of the Securities pursuant to the Purchase Agreement and the Registrable
Securities pursuant to any Shelf Registration. If, however, the allocation
provided by the immediately preceding sentence is not permitted by applicable
law then each Indemnifying Person shall contribute to such amount paid or
payable by such Indemnified Person in such proportion as is appropriate to
reflect not only such relative


                                       16

benefits but also the relative fault of the Indemnifying Person on the one hand
and the Indemnified Person on the other in connection with the statements or
omissions which resulted in such losses, claims, damages or liabilities (or
actions or proceedings in respect thereof), as well as any other relevant
equitable considerations. The relative benefits received by the Company on the
one hand and any Indemnified Holder on the other shall be deemed to be in the
same proportion as the total net proceeds (before deducting expenses) received
by the Company from the offering and sale of the Securities bear to the total
net proceeds received by such Indemnified Holder from sales of Registrable
Securities giving rise to such obligations. The relative fault shall be
determined by reference to, among other things, whether the untrue or alleged
untrue statement of a material fact or the omission or alleged omission to state
a material fact relates to information supplied by the Company on the one hand
or such Indemnified Holder on the other and the parties' relative intent,
knowledge, access to information and opportunity to correct or prevent such
statement or omission.

            The Company and the Initial Purchaser agree that it would not be
just and equitable if contributions pursuant to the immediately preceding
paragraph of this Section 6 were determined by pro rata allocation or by any
other method of allocation which does not take account of the equitable
considerations referred to in the immediately preceding paragraph. The amount
paid or payable by an Indemnified Person as a result of the losses, claims,
damages or liabilities (or actions or proceedings in respect thereof) referred
to in the immediately preceding paragraph shall be deemed to include any legal
or other expenses reasonably incurred by such Indemnified Person in connection
with investigating or defending any such action or claim or enforcing any rights
hereunder. Notwithstanding the provisions of this paragraph and the immediately
preceding paragraph of this Section 6, (i) in no event shall any Holder be
required to contribute any amount in excess of the amount by which the net
proceeds received by such Holder from the offering or sale of the Registrable
Securities pursuant to a Shelf Registration Statement exceeds the amount of
damages which such Holder would have otherwise been required to pay by reason of
such untrue or alleged untrue statement or omission or alleged omission and (ii)
no Person guilty of fraudulent misrepresentation (within the meaning of Section
11(f) of the Securities Act) shall be entitled to contribution from any Person
who was not guilty of such fraudulent misrepresentation.

            Except as otherwise provided in this Section 6, any losses, claims,
damages, liabilities or expenses for which an Indemnified Person is entitled to
indemnification or contribution under this Section 6 shall be paid by the
Indemnifying Person to the Indemnified Person as such losses, claims, damages,
liabilities or expenses are incurred (or within 30 days of presentation).

            The remedies provided for in this Section 6 are not exclusive and
shall not limit any rights or remedies that may otherwise be available to any
indemnified party at law or in equity.

            The indemnity and contribution agreements contained in this Section
6 shall remain operative and in full force and effect regardless of (i) any
termination of this Agreement, (ii) any investigation made by or on behalf of
any Holder or any Person controlling any Holder or by or on behalf of the
Company, its officers or directors or any other Person controlling any of the
Company and (iii) acceptance of and payment for any of the Registrable
Securities.


                                       17

7. Rules 144 and 144A. The Company covenants that it will file the reports
required to be filed by it under the Securities Act and the Exchange Act and the
rules and regulations adopted by the SEC thereunder in a timely manner in
accordance with the requirements of the Securities Act and the Exchange Act and,
for so long as any Registrable Securities remain outstanding, if at any time the
Company is not required to file such reports, it will, upon the request of any
Holder or beneficial owner of Registrable Securities, make available such
information necessary to permit sales pursuant to Rule 144A under the Securities
Act. The Company further covenants that, for so long as any Registrable
Securities remain outstanding, it will use all reasonable efforts to take such
further action as any Holder of Registrable Securities may reasonably request,
all to the extent required from time to time to enable such holder to sell
Registrable Securities without registration under the Securities Act within the
limitation of the exemptions provided by (a) Rule 144(k) and Rule 144A under the
Securities Act, as such rules may be amended from time to time, or (b) any
similar rule or regulation hereafter adopted by the SEC. Notwithstanding the
foregoing, nothing in this Section 7 shall be deemed to require the Company to
register any of its securities pursuant to the Exchange Act.

8.    Underwritten Registrations.

            If any of the Registrable Securities covered by any Shelf
Registration are to be sold in an underwritten offering, the investment banker
or investment bankers and manager or managers that will manage the offering will
be selected by, and the underwriting arrangements with respect thereto will be
approved by, the Company; provided, however, that such investment bankers and
managers and underwriting arrangements must be reasonably satisfactory to the
Holders of the majority in Amount of Registrable Securities to be included in
such offering.

            No Holder of Registrable Securities may participate in any
underwritten registration hereunder unless such Holder (a) agrees to sell such
Holder's Registrable Securities on the basis provided in any underwriting
arrangements approved by the Persons entitled hereunder to approve such
arrangements and (b) completes and executes all questionnaires, powers of
attorney, indemnities, underwriting agreements and other documents reasonably
required under the terms of such underwriting arrangements.

9.    Miscellaneous.

            (a) No Inconsistent Agreements. The Company has not, as of the date
hereof, and the Company shall not, after the date of this Agreement, enter into
any agreement with respect to any of its securities that is inconsistent with
the rights granted to the Holders of Registrable Securities in this Agreement or
otherwise conflicts with the provisions hereof.

            (b) Adjustments Affecting Registrable Securities. The Company shall
not, directly or indirectly, take any action with respect to the Registrable
Securities as a class that would adversely affect the ability of the Holders of
Registrable Securities to include such Registrable Securities in a registration
undertaken pursuant to this Agreement.

            (c) Amendments and Waivers. The provisions of this Agreement may not
be amended, modified or supplemented, and waivers or consents to departures from
the provisions hereof may not be given, otherwise than with the prior written
consent of the Company and the


                                       18

Holders of not less than the majority in Amount of Registrable Securities;
provided, however, that Section 6 and this Section 9(c) may not be amended,
modified or supplemented without the prior written consent of the Company and
each Holder (including, in the case of an amendment, modification or supplement
of Section 6, any Person who was a Holder of Registrable Securities disposed of
pursuant to any Registration Statement). Notwithstanding the foregoing, a waiver
or consent to depart from the provisions hereof with respect to a matter that
relates exclusively to the rights of Holders of Registrable Securities whose
securities are being sold pursuant to a Registration Statement and that does not
directly or indirectly affect, impair, limit or compromise the rights of other
Holders of Registrable Securities may be given by Holders of at least a majority
in Amount of the Registrable Securities being sold by such Holders pursuant to
such Registration Statement.

            (d) Notices. All notices and other communications (including without
limitation any notices or other communications to the Trustee) provided for or
permitted hereunder shall be made in writing by hand-delivery, registered
first-class mail, next-day air courier or facsimile:

                  (1) if to a Holder of Registrable Securities, at the most
current address of such Holder set forth on the records of the registrar under
the Indenture, in the case of Holders of Securities, and the stock ledger of the
Company, in the case of Holders of common stock of the Company, unless, in
either such case, any Holder shall have provided notice information in a Notice
and Questionnaire or any amendment thereto, in which case such information shall
control.

                  (2)   if to the Initial Purchaser:

                          Deutsche Bank Securities Inc.
                          1 South Street, 15th Floor
                          Baltimore, Maryland 21202
                          Facsimile No.: (410) 895-2720
                          Attention: Syndicate Manager

                          Deutsche Bank Securities Inc.
                          31 West 52nd Street
                          New York, New York 10019
                          Facsimile No.: (212) 469-3665
                          Attention: General Counsel

            with copies to:

                          Davis Polk & Wardwell
                          450 Lexington Avenue
                          New York, New York 10017
                          Facsimile No.: (212) 450-4800
                          Attention: Bruce K. Dallas


                                       19

                  (3)   if to the Company:

                          Medicis Pharmaceutical Corporation
                          8125 North Hayden Road
                          Scottsdale, Arizona 85258-2463
                          Facsimile No.: (602) 778-6132
                          Attention: Chief Financial Officer

            with copies to:

                          Akin, Gump, Strauss, Hauer & Feld, L.L.P.
                          590 Madison Avenue
                          New York, New York 10022
                          Facsimile No.: (212) 407-3268
                          Attention: Stephen Older

            All such notices and communications shall be deemed to have been
duly given: when delivered by hand, if personally delivered; five (5) Business
Days after being deposited in the mail, postage prepaid, if mailed; one Business
Day after being timely delivered to a next-day air courier; and when the
addressor receives facsimile confirmation, if sent by facsimile during normal
business hours, and otherwise on the next Business Day during normal business
hours.

            (e) Successors and Assigns. This Agreement shall inure to the
benefit of and be binding upon the successors and assigns of each of the parties
hereto, including the Holders; provided, however, that this Agreement shall not
inure to the benefit of or be binding upon a successor or assign of a Holder
unless and except to the extent such successor or assign holds Registrable
Securities.

            (f) Counterparts. This Agreement may be executed in any number of
counterparts and by the parties hereto in separate counterparts, each of which
when so executed shall be deemed to be an original and all of which taken
together shall constitute one and the same agreement.

            (g) Headings. The headings in this Agreement are for convenience of
reference only and shall not limit or otherwise affect the meaning hereof.

            (h) Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED
IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, AS APPLIED TO CONTRACTS
MADE AND PERFORMED WHOLLY WITHIN THE STATE OF NEW YORK, WITHOUT REGARD TO
PRINCIPLES OF CONFLICTS OF LAW. EACH OF THE PARTIES HERETO AGREES TO SUBMIT TO
THE JURISDICTION OF THE FEDERAL AND NEW YORK STATE COURTS SITTING IN MANHATTAN,
NEW YORK CITY, THE STATE OF NEW YORK, IN ANY ACTION OR PROCEEDING ARISING OUT OF
OR RELATING TO THIS AGREEMENT.

            (i) Severability. If any term, provision, covenant or restriction of
this Agreement is held by a court of competent jurisdiction to be invalid,
illegal, void or unenforceable, the remainder of the terms, provisions,
covenants and restrictions set forth herein


                                       20

shall remain in full force and effect and shall in no way be affected, impaired
or invalidated, and the parties hereto shall use their best efforts to find and
employ an alternative means to achieve the same or substantially the same result
as that contemplated by such term, provision, covenant or restriction. It is
hereby stipulated and declared to be the intention of the parties that they
would have executed the remaining terms, provisions, covenants and restrictions
without including any of such that may be hereafter declared invalid, illegal,
void or unenforceable.

            (j) Securities Held by the Company or Its Affiliates. Whenever the
consent or approval of Holders of a specified percentage in Amount of
Registrable Securities is required hereunder, Registrable Securities held by the
Company or its affiliates (as such term is defined in Rule 405 under the
Securities Act) shall not be counted in determining whether such consent or
approval was given by the Holders of such required percentage.

            (k) Third-Party Beneficiaries. Holders of Registrable Securities are
intended third party beneficiaries of this Agreement and this Agreement may be
enforced by such Persons.

            (l) Entire Agreement. This Agreement, together with the Purchase
Agreement and the Indenture, is intended by the parties as a final and exclusive
statement of the agreement and understanding of the parties hereto in respect of
the subject matter contained herein and therein and any and all prior oral or
written agreements, representations, or warranties, contracts, understandings,
correspondence, conversations and memoranda between the Initial Purchaser on the
one hand and the Company on the other, or between or among any agents,
representatives, parents, subsidiaries, affiliates, predecessors in interest or
successors in interest with respect to the subject matter hereof and thereof are
merged herein and replaced hereby.


                                       21

            IN WITNESS WHEREOF, the parties have executed this Registration
Rights Agreement as of the date first written above.



                                       MEDICIS PHARMACEUTICAL CORPORATION


                                       By: /s/ Mark A. Prygocki, Sr.
                                          -------------------------------
                                          Name:  Mark A. Prygocki, Sr.
                                          Title: Executive Vice President, Chief
                                                 Financial Officer and Treasurer


                                       DEUTSCHE BANK SECURITIES INC.


                                       By: /s/ H. Michael Cohen
                                          -------------------------------
                                          Name:  H. Michael Cohen
                                          Title: Managing Director


                                       22

EX-99.1

exv99w1