<PAGE>
                                                                     Exhibit 4.1

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

          UNITED AUTO GROUP, INC. (A DELAWARE CORPORATION), AS ISSUER,

                   THE GUARANTORS NAMED HEREIN, AS GUARANTORS,

                                       AND

           J.P. MORGAN TRUST COMPANY, NATIONAL ASSOCIATION, AS TRUSTEE

                                   ----------

                                    INDENTURE

                          DATED AS OF JANUARY 31, 2006

                                   ----------

              3.50% SENIOR SUBORDINATED CONVERTIBLE NOTES DUE 2026

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

<PAGE>

                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                            Page
                                                                            ----
<S>                                                                         <C>
ARTICLE 1 DEFINITIONS AND INCORPORATION BY REFERENCE.....................      1
   Section 1.01. Definitions.............................................      1
   Section 1.02. Other Definitions.......................................     14
   Section 1.03. Trust Indenture Act Provisions..........................     15
   Section 1.04. Rules Of Construction...................................     15
ARTICLE 2 THE SECURITIES.................................................     16
   Section 2.01. Form and Dating.........................................     16
   Section 2.02. Execution and Authentication............................     17
   Section 2.03. Registrar, Paying Agent and Conversion Agent............     19
   Section 2.04. Paying Agent To Hold Money In Trust.....................     19
   Section 2.05. Conversion Agent To Hold Money In Trust.................     20
   Section 2.06. Lists of Holders of Securities..........................     20
   Section 2.07. Transfer and Exchange...................................     20
   Section 2.08. Replacement Securities..................................     21
   Section 2.09. Outstanding Securities..................................     22
   Section 2.10. Treasury Securities.....................................     22
   Section 2.11. Temporary Securities....................................     22
   Section 2.12. Cancellation............................................     23
   Section 2.13. Legend; Additional Transfer and Exchange Requirements...     23
   Section 2.14. CUSIP Numbers...........................................     26
   Section 2.15. Calculations............................................     26
   Section 2.16. Payment of Interest; Interest Rights Preserved..........     26
   Section 2.17. Computation of Interest.................................     27
ARTICLE 3 REDEMPTION AND PURCHASE........................................     27
   Section 3.01. Election To Redeem; Notice to Trustee...................     27
   Section 3.02. Selection of Securities to be Redeemed..................     28
   Section 3.03. Notice of Redemption....................................     28
   Section 3.04. Effect of Notice of Redemption..........................     29
   Section 3.05. Deposit of Redemption Price.............................     29
   Section 3.06. Securities Redeemed in Part.............................     30
   Section 3.07. Conversion Arrangement on Call for Redemption...........     30
   Section 3.08. Purchase of Securities at Option of the Holder Upon a
                 Fundamental Change......................................     30
   Section 3.09. Effect of Fundamental Change Purchase Notice............     33
   Section 3.10. Deposit of Fundamental Change Purchase Price............     33
   Section 3.11. Repayment to the Company................................     34
   Section 3.12. Purchase of Securities at Option of the Holder
                 on Specified Dates......................................     34
   Section 3.13. Securities Purchased In Part............................     37
   Section 3.14. Compliance With Securities Laws Upon
                 Purchase of Securities..................................     37
   Section 3.15. Purchase of Securities In Open Market...................     37
ARTICLE 4 CONVERSION.....................................................     38
   Section 4.01. Conversion Privilege and Conversion Rate................     38
   Section 4.02. Conversion Procedure....................................     42
</TABLE>


                                       (i)

<PAGE>

<TABLE>
<S>                                                                         <C>
   Section 4.03. Fractional Shares.......................................     43
   Section 4.04. Taxes on Conversion.....................................     44
   Section 4.05. Company To Provide Common Stock.........................     44
   Section 4.06. Adjustment of Conversion Rate...........................     44
   Section 4.07. No Adjustment...........................................     49
   Section 4.08. Notice of Adjustment....................................     50
   Section 4.09. Notice of Certain Transactions..........................     50
   Section 4.10. Effect of Reclassification, Consolidation,
                 Merger or Sale on Conversion Privilege..................     50
   Section 4.11. Trustee's Disclaimer....................................     52
   Section 4.12. Voluntary Increase......................................     52
   Section 4.13. Payment of Cash in Lieu of Common Stock.................     53
ARTICLE 5 COVENANTS......................................................     53
   Section 5.01. Payment of Securities...................................     53
   Section 5.02. SEC Reports.............................................     54
   Section 5.03. Compliance Certificates.................................     54
   Section 5.04. Further Instruments and Acts............................     55
   Section 5.05. Maintenance of Corporate Existence......................     55
   Section 5.06. Rule 144A Information Requirement.......................     55
   Section 5.07. Stay, Extension And Usury Laws..........................     55
   Section 5.08. Payment of Additional Interest..........................     55
   Section 5.09. Maintenance of Office or Agency.........................     56
   Section 5.10. No Layering of Indebtedness.............................     56
   Section 5.11. Note Guarantees.........................................     56
   Section 5.12. Tax Treatment of Securities.............................     57
ARTICLE 6 CONSOLIDATION; MERGER; SALE OF ASSETS..........................     58
   Section 6.01. Company May Consolidate, Etc., Only on Certain Terms....     58
   Section 6.02. Successor Substituted...................................     60
ARTICLE 7 DEFAULT AND REMEDIES...........................................     61
   Section 7.01. Events of Default.......................................     61
   Section 7.02. Acceleration............................................     62
   Section 7.03. Collection of Indebtedness and Suits for
                 Enforcement by Trustee..................................     63
   Section 7.04. Trustee May File Proofs of Claim........................     64
   Section 7.05. Trustee May Enforce Claims Without
                 Possession of Securities................................     64
   Section 7.06. Application of Money Collected..........................     65
   Section 7.07. Limitation on Suits.....................................     65
   Section 7.08. Unconditional Right of Holders to Receive Principal,
                 Premium and Interest....................................     66
   Section 7.09. Restoration of Rights and Remedies......................     66
   Section 7.10. Rights and Remedies Cumulative..........................     66
   Section 7.11. Delay or Omission Not Waiver............................     66
   Section 7.12. Control by Holders......................................     66
   Section 7.13. Waiver of Past Defaults.................................     67
   Section 7.14. Undertaking for Costs...................................     67
   Section 7.15. Remedies Subject to Applicable Law......................     67
ARTICLE 8 TRUSTEE........................................................     68
</TABLE>


                                      (ii)

<PAGE>

<TABLE>
<S>                                                                         <C>
   Section 8.01. Duties of Trustee.......................................     68
   Section 8.02. Notice of Default.......................................     69
   Section 8.03. Certain Rights of Trustee...............................     69
   Section 8.04. Trustee Not Responsible for Recitals, Dispositions of
                 Securities or Application of Proceeds Thereof...........     70
   Section 8.05. Trustee and Agents May Hold Securities;
                 Collections; etc........................................     70
   Section 8.06. Money Held in Trust.....................................     71
   Section 8.07. Compensation and Indemnification of Trustee and
                 Its Prior Claim.........................................     71
   Section 8.08. Conflicting Interests...................................     71
   Section 8.09. Trustee Eligibility.....................................     71
   Section 8.10. Resignation and Removal; Appointment of
                 Successor Trustee.......................................     72
   Section 8.11. Acceptance of Appointment by Successor..................     73
   Section 8.12. Merger, Conversion, Consolidation or
                 Succession to Business..................................     73
   Section 8.13. Preferential Collection of Claims Against Company.......     74
   Section 8.14. Reports By Trustee......................................     74
ARTICLE 9 SATISFACTION AND DISCHARGE OF INDENTURE........................     74
   Section 9.01. Satisfaction and Discharge of Indenture.................     74
   Section 9.02. Application of Trust Money..............................     75
   Section 9.03. Reinstatement...........................................     76
ARTICLE 10 AMENDMENTS; SUPPLEMENTS AND WAIVERS...........................     76
   Section 10.01. Without Consent of Holders.............................     76
   Section 10.02. With Consent of Holders................................     77
   Section 10.03. Execution of Supplemental Indentures and Agreements....     78
   Section 10.04. Effect of Supplemental Indentures......................     78
   Section 10.05. Conformity with Trust Indenture Act....................     78
   Section 10.06. Reference in Securities to Supplemental Indentures.....     78
   Section 10.07. Notice of Supplemental Indentures......................     79
   Section 10.08. Rights of Holders of Senior Debt.......................     79
ARTICLE 11 SUBORDINATION.................................................     79
   Section 11.01. Agreement to Subordinate...............................     79
   Section 11.02. Payment Over of Proceeds Upon Dissolution, etc.........     79
   Section 11.03. Suspension of Payment When Designated Senior
                  Debt in Default........................................     80
   Section 11.04. Notice of Acceleration of Securities...................     82
   Section 11.05. Payment Permitted if No Default........................     82
   Section 11.06. Subrogation to Rights of Holders of Senior Debt........     82
   Section 11.07. Provisions Solely to Define Relative Rights............     82
   Section 11.08. Trustee to Effectuate Subordination....................     83
   Section 11.09. No Waiver of Subordination Provisions..................     83
   Section 11.10. Notice to Trustee......................................     83
   Section 11.11. Reliance on Judicial Orders or Certificates............     84
   Section 11.12. Rights of Trustee as a Holder of Senior Debt;
                  Preservation of Trustee's Rights.......................     84
   Section 11.13. Article Applicable to Paying Agents....................     85
   Section 11.14. No Suspension of Remedies..............................     85
   Section 11.15. Trustee's Relation to Senior Debt......................     85
ARTICLE 12 NOTE GUARANTEES...............................................     85
</TABLE>


                                      (iii)

<PAGE>

<TABLE>
<S>                                                                         <C>
   Section 12.01. Guarantee..............................................     85
   Section 12.02. Continuing Guarantee; No Right of Set-Off;
                  Independent Obligation.................................     85
   Section 12.03. Guarantee Absolute.....................................     86
   Section 12.04. Right to Demand Full Performance.......................     88
   Section 12.05. Waivers................................................     88
   Section 12.06. The Guarantors Remain Obligated in Event the
                  Company Is No Longer Obligated to
                  Discharge Indenture Obligations........................     89
   Section 12.07. Limitation on Guarantor Liability......................     89
   Section 12.08. Guarantee is in Addition to Other Security.............     90
   Section 12.09. No Bar to Further Actions..............................     90
   Section 12.10. Failure to Exercise Rights Shall Not Operate as a
                  Waiver; No Suspension of Remedies......................     90
   Section 12.11. Trustee's Duties; Notice to Trustee....................     90
   Section 12.12. Successors and Assigns.................................     90
   Section 12.13. Release of Guarantee...................................     91
   Section 12.14. Execution of Guarantee.................................     91
   Section 12.15. Guarantee Subordinate to Senior Guarantor
                  Indebtedness...........................................     91
   Section 12.16. Payment Over of Proceeds Upon
                  Dissolution of the Guarantor, etc......................     92
   Section 12.17. Default on Senior Guarantor Indebtedness...............     93
   Section 12.18. Payment Permitted by Each of the
                  Guarantors if No Default...............................     93
   Section 12.19. Subrogation to Rights of Holders of
                  Senior Guarantor Indebtedness..........................     94
   Section 12.20. Provisions Solely to Define Relative Rights............     94
   Section 12.21. Trustee to Effectuate Subordination....................     94
   Section 12.22. No Waiver of Subordination Provisions..................     95
   Section 12.23. Notice to Trustee by Each of the Guarantors............     95
   Section 12.24. Reliance on Judicial Orders or Certificates............     96
   Section 12.25. Rights of Trustee as a Holder of Senior Guarantor
                  Indebtedness; Preservation of Trustee's Rights.........     96
   Section 12.26. Article Applicable to Paying Agents....................     96
   Section 12.27. No Suspension of Remedies..............................     96
   Section 12.28. Trustee's Relation to Senior Guarantor Indebtedness....     97
ARTICLE 13 MISCELLANEOUS.................................................     97
   Section 13.01. Conflict with Trust Indenture Act......................     97
   Section 13.02. Notices................................................     97
   Section 13.03. Disclosure of Names and Addresses of Holders...........     98
   Section 13.04. Compliance Certificates and Opinions...................     98
   Section 13.05. Acts of Holders........................................     99
   Section 13.06. Benefits of Indenture..................................    100
   Section 13.07. Legal Holidays.........................................    100
   Section 13.08. Governing Law..........................................    101
   Section 13.09. No Adverse Interpretation of Other Agreements..........    101
   Section 13.10. No Personal Liability of Directors, Officers,
                  Employees and Stockholders.............................    101
   Section 13.11. Successors and Assigns.................................    101
   Section 13.12. Multiple Counterparts..................................    101
   Section 13.13. Separability Clause....................................    101
</TABLE>


                                      (iv)

<PAGE>

<TABLE>
<S>                                                                         <C>
   Section 13.14. Independence of Covenants..............................    101
   Section 13.15. Schedules and Exhibits.................................    101
   Section 13.16. Effect of Headings and Table of Contents...............    102

EXHIBIT A  Form of Security..............................................    A-1
EXHIBIT B  Form of Supplemental Indenture................................    B-1
EXHIBIT C  Form of Guarantee.............................................    C-1

ANNEX A Projected Payment Schedule.......................................
</TABLE>


                                       (v)

<PAGE>

                              CROSS-REFERENCE TABLE

<TABLE>
<CAPTION>
  TIA                                                                Indenture
Section                                                              Section(s)
-------                                                            -------------
<S>                                                                <C>
Section 310(a)(1)...............................................            8.09
        (a)(2)..................................................            8.09
        (a)(3)..................................................          N.A.**
        (a)(4)..................................................            N.A.
        (a)(5)..................................................            8.09
        (b).....................................................            8.08
        (c).....................................................            N.A.
Section 311(a)..................................................            8.13
        (b).....................................................            8.05
        (c).....................................................            N.A.
Section 312(a)..................................................            2.06
        (b).....................................................           13.03
        (c).....................................................           13.03
Section 313(a)..................................................         8.14(a)
        (b)(1)..................................................            N.A.
        (b)(2)..................................................         8.14(a)
        (c).....................................................         8.14(a)
        (d).....................................................         8.14(b)
Section 314(a)..................................................            5.02
        (b).....................................................            N.A.
        (c)(1)..................................................            N.A.
        (c)(2)..................................................            N.A.
        (c)(3)..................................................            N.A.
        (d).....................................................            N.A.
        (e).....................................................            N.A.
        (f).....................................................            N.A.
Section 315(a)..................................................         8.01(b)
        315(b)..................................................            8.02
        315(c)..................................................         8.01(a)
        315(d)..................................................         8.01(c)
        315(d)(2)...............................................         8.01(c)
        315(d)(3)...............................................         8.01(c)
        315(e)..................................................            7.14
Section 316(a)(1)...............................................            7.12
        316(a)(2)...............................................            N.A.
        316(b)..................................................            7.08
Section 317(a)..................................................   7.03, 7.04(a)
        317(b)..................................................            2.04
Section 318(c)..................................................           13.01
</TABLE>

----------
*    This Cross-Reference Table shall not, for any purpose, be deemed a part of
     this Indenture.

**   N.A. means Not Applicable.


                                      (vi)

<PAGE>

     THIS INDENTURE dated as of January 31, 2006 is among United Auto Group,
Inc., a corporation duly organized under the laws of the State of Delaware (the
"Company"), the Guarantors (as defined herein) and J.P. Morgan Trust Company,
National Association, a national banking association organized and existing
under the laws of the United States, as Trustee (the "Trustee").

     In consideration of the purchase of the Securities (as defined herein) by
the Holders thereof, the parties hereto agree as follows for the benefit of one
another and for the equal and ratable benefit of the Holders of the Company's
3.50% Senior Subordinated Convertible Notes Due 2026.

                                    ARTICLE 1

                   DEFINITIONS AND INCORPORATION BY REFERENCE

          Section 1.01. Definitions.

     "9.625% Notes" means the 9.625% Senior Subordinated Notes due 2012 of the
Company, issued pursuant to the indenture dated as of March 18, 2002 among the
Company, the Guarantors named therein, and J.P. Morgan Trust Company, National
Association (as successor to Bank One Trust Company, N.A.), as trustee.

     "Additional Interest" has the meaning specified in the Registration Rights
Agreement. All references herein to interest accrued or payable as of any date
shall include any Additional Interest accrued or payable as of such date as
provided in the Registration Rights Agreement.

     "Affiliate" means, with respect to any specified Person, (i) any other
Person directly or indirectly controlling or controlled by or under direct or
indirect common control with such specified Person; (ii) any other Person that
owns, directly or indirectly, 10% or more of such specified Person's Capital
Stock or any officer or director of any such specified Person or other Person
or, with respect to any natural Person, any Person having a relationship with
such Person by blood, marriage or adoption not more remote than first cousin; or
(iii) any other Person 10% or more of the Voting Stock of which is beneficially
owned or held directly or indirectly by such specified Person.

For the purposes of this definition, "control" when used with respect to any
specified Person means the power to direct 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.

     "Agent" means any Registrar, Paying Agent or Conversion Agent.

     "Applicable Procedures" means, with respect to any conversion, transfer or
exchange of beneficial ownership interests in a Global Security, the rules and
procedures of the Depositary, to the extent applicable to such conversion,
transfer or exchange.

     "Bankruptcy Law" means Title 11 of the United States Code (or any successor
thereto) or any similar federal or state law for the relief of debtors.

     "Board of Directors" means the board of directors of the Company or any
Guarantor, as the case may be, or any duly authorized committee of such board,
or any equivalent body in a limited partnership, limited liability company or
other entity serving substantially the same function as a board of directors of
a corporation.


                                      -1-

<PAGE>

     "Business Day" means any weekday that is not a day on which banking
institutions in the City of New York are authorized or obligated by law,
regulation or executive order to close or be closed.

     "Capital Lease Obligation" of any Person means any obligation of such
Person and its Restricted Subsidiaries on a consolidated basis under any capital
lease of real or personal property which, in accordance with GAAP, is required
to be recorded as a capitalized lease obligation on the books of the lessee.

     "Capital Stock" of any Person means any and all shares, interests,
participations, rights in or other equivalents, however designated, of such
Person's capital stock or other equity interests, partnership interests (whether
general or limited), any other interest or participation that confers on a
Person that right to receive a share of the profits and losses of, or
distributions of assets of (other than a distribution in respect of
Indebtedness), the issuing Person and any rights (other than debt securities
convertible into Capital Stock), warrants or options exchangeable for or
convertible into such Capital Stock.

     "Cash" or "cash" means such coin or currency of the United States as at any
time of payment is legal tender for the payment of public and private debts.

     "Cash Equivalents" means (i) any evidence of Indebtedness, maturing not
more than one year after the date of acquisition, issued by the United States of
America, or an instrumentality or agency thereof, and guaranteed fully as to
principal, premium, if any, and interest by the United States of America, (ii)
any certificate of deposit, maturing not more than one year after the date of
acquisition, issued by a commercial banking institution that is a member of the
Federal Reserve System and that has combined capital and surplus and undivided
profits of not less than $500,000,000, whose debt has a rating, at the time as
of which any investment therein is made, of "P-1" (or higher) according to
Moody's or "A-1" (or higher) according to S&P, (iii) commercial paper, maturing
not more than one year after the date of acquisition, issued by a corporation
(other than an Affiliate or Subsidiary of the Company) organized and existing
under the laws of the United States of America with a rating, at the time as of
which any investment therein is made, of "P-1" (or higher) according to Moody's
or "A-1" (or higher) according to S&P, (iv) any money market deposit accounts
issued or offered by a domestic commercial bank having capital and surplus in
excess of $500,000,000; provided that the short term debt of such commercial
bank has a rating, at the time of Investment, of "P-1" (or higher) according to
Moody's or "A-1" (or higher) according to S&P, (v) any repurchase agreement
entered into with DaimlerChrysler Services North America LLC (or with a
commercial banking institution of the stature referred to in clause (ii) above)
which (A) is secured by a fully perfected security interest in any obligation of
the type described in any of clauses (i) through (iii) above and (B) has a
market value at the time such repurchase agreement is entered into of not less
than 100% of the repurchase obligation of DaimlerChrysler Services North America
LLC (or such commercial banking institution) thereunder and (vi) shares of money
market mutual funds within the definition of Rule 2a-7 promulgated by the SEC
under the Investment Company Act of 1940.

     "Certificated Security" means a Security that is in substantially the form
attached as Exhibit A but that does not include the information or the schedule
called for by footnote 1 and 2 thereof.

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

     (i) any "person" or "group" (as such terms are used in Sections 13(d) and
14(d) of the Exchange Act or any successor provisions) other than the Company,
any of its Subsidiaries, any of its employee benefit plans, or any of the
Permitted Holders, is or becomes the beneficial owner, directly or indirectly,
through a purchase, merger or other acquisition transaction, of 50% or more of
the total voting power of all classes of the Company's Voting Stock;


                                      -2-

<PAGE>

     (ii) the Permitted Holders, considered as a group, are or become the
beneficial owners, directly or indirectly of 80% or more of the total voting
power of all classes of the Company's Voting Stock;

     (iii) the Company consolidates with, or merges with or into, another person
(as such term is used in Sections 13(d) and 14(d) of the Exchange Act) or any
person consolidates with or merges with or into the Company, or the Company
conveys, transfers, leases or otherwise disposes of all or substantially all of
its assets to any Person (other than a direct or indirect wholly owned
Subsidiary of the Company), other than:

          (A) any transaction pursuant to which holders of the Company's Capital
     Stock immediately prior to the transaction have the entitlement to
     exercise, directly or indirectly, 50% or more of the total voting power of
     all classes of Voting Stock of the continuing or surviving Person
     immediately after the transaction; or

          (B) any merger solely for the purpose of changing the Company's
     jurisdiction of formation and resulting in a reclassification, conversion
     or exchange of outstanding shares of Common Stock solely into shares of
     common stock of the surviving entity;

     (iv) during any consecutive two-year period, individuals who at the
beginning of that two-year period constituted the Company's Board of Directors
(together with any new directors whose election to such Board of Directors, or
whose nomination for election by stockholders, was approved by a vote of a
majority of the directors then in office who were either directors at the
beginning of such period or whose election or nomination for election was
previously so approved) cease for any reason (other than death) to constitute a
majority of the Company's Board of Directors then in office; or

     (v) the Company approves a plan of liquidation or dissolution.

Beneficial ownership will be determined in accordance with Rule 13d-3
promulgated by the SEC under the Exchange Act. For purposes of this definition,
the term "person" includes any syndicate or group that would be deemed to be a
"person" under Section 13(d)(3) of the Exchange Act.

     Notwithstanding the foregoing, it will not constitute a Change in Control
if 100% of the consideration for the Company's Common Stock (excluding cash
payments for fractional shares and cash payments made in respect of dissenters'
appraisal rights) in the transaction or transactions constituting the Change in
Control consists of common stock and any associated rights traded on a United
States national securities exchange or quoted on the Nasdaq National Market, or
which will be so traded or quoted when issued or exchanged in connection with
the Change in Control, and as a result of such transaction or transactions the
Securities become convertible solely into such common stock.

     "Closing Price" means, with respect to the Company's Common Stock on any
Trading Day, the reported last sale price per share (or if no last sale price is
reported, the average of the bid and ask prices per share or, if more than one
in either case, the average of the average bid and the average ask prices per
share) on such date reported by the New York Stock Exchange, or, if the
Company's Common Stock is not listed on the New York Stock Exchange, as reported
by the Nasdaq National Market, or, if the Company's Common Stock is not quoted
on the Nasdaq National Market, as reported by the principal national securities
exchange on which the Company's Common Stock is listed, or if no such prices are
available, the Closing Price per share shall be the fair value of a share of
Common Stock as reasonably determined by the Board of Directors (which
determination shall be conclusive and shall be evidenced by an Officer's
Certificate delivered to the Trustee).


                                      -3-

<PAGE>

     "Commodity Price Protection Agreement" means any forward contract,
commodity swap, commodity option or other similar financial agreement or
arrangement relating to, or the value of which is dependent upon, fluctuations
in commodity prices.

     "Common Stock" means the Company's voting common stock, par value $0.0001,
or any successor common stock thereto.

     "Company" means the party named as such in the first paragraph of this
Indenture until a successor replaces it pursuant to the applicable provisions of
this Indenture, and thereafter "Company" shall mean such successor Company.

     "Company Request" or "Company Order" means a written request or order
signed in the name of the Company by any one of its Chairman of the Board, its
Chief Executive Officer, its President, its Chief Operating Officer, its Chief
Financial Officer or a Vice President (regardless of Vice Presidential
designation), and by any one of its Treasurer, an Assistant Treasurer, any other
Vice President (regardless of Vice Presidential designation), its Secretary or
an Assistant Secretary, and delivered to the Trustee.

     "Consolidated Equity" of any Person means (a) all amounts that would be
shown as assets on a consolidated balance sheet of such Person and its
subsidiaries prepared in accordance with GAAP, less (b) the amount thereof
constituting goodwill and other intangible assets as calculated in accordance
with GAAP, less (c) the amount of any Indebtedness of such Person incurred
pursuant to a Floor Plan Facility.

     "Conversion Price" per share of Common Stock as of any day means the result
obtained by dividing (i) $1,000 by (ii) the then applicable Conversion Rate.

     "Conversion Rate" means the rate at which shares of Common Stock shall be
delivered upon conversion, which rate shall be initially 21.1026 shares of
Common Stock for each $1,000 principal amount of Securities, as adjusted from
time to time pursuant to the provisions of this Indenture.

     "Conversion Reference Period" means:

     (i) for Securities that are converted after the Company has specified a
Redemption Date, the 10 consecutive Trading Days beginning on the third Trading
Day following the Redemption Date (in the case of Securities being converted
which were previously called for redemption, including a partial redemption,
this will only apply to those Securities that are subject to redemption);

     (ii) for Securities that are converted during the period beginning on the
10th Trading Day prior to the Final Maturity Date of the Securities, the 10
consecutive Trading Days beginning on the third Trading Day following the Final
Maturity Date; and

     (iii) in all other instances, the 10 consecutive Trading Days beginning on
the third Trading Day following the Conversion Date.

     "Conversion Value" means the average of the Daily Conversion Values for
each of the 10 consecutive Trading Days of the Conversion Reference Period.

     "Corporate Trust Office" means the office of the Trustee at which at any
particular time the trust created by this Indenture shall be administered, which
office at the date of the execution of this Indenture is located at 227 W.
Monroe Street/Suite 2600, Chicago, IL 60606, Attention: Institutional Trust
Services, or at any other time at such other address as the Trustee may
designate from time to time by notice to the Holders and the Company.


                                      -4-

<PAGE>

     "Credit Agreement" means the Second Amended and Restated Credit Agreement,
dated as of September 8, 2004, among United Auto Group, Inc., various financial
institutions, and DaimlerChrysler Financial Services Americas LLC (formerly
DaimlerChrysler Services North America LLC) as agent for the lenders, as such
agreement, in whole or in part, may have been or may be amended, renewed,
extended substituted, refinanced, restructured, replaced, supplemented or
otherwise modified from time to time, including, without limitation, any
successive renewals, extensions, substitutions, refinancings, restructurings,
replacements, supplementations or other modifications of the foregoing.

     "Currency Hedging Agreements" means one or more of the following agreements
which shall be entered into by one or more financial institutions: foreign
exchange contracts, currency swap agreements or other similar agreements or
arrangements designed to protect against the fluctuations in currency values.

     "Daily Conversion Value" means, with respect to any Trading Day, for each
$1,000 principal amount of Securities, an amount equal to the product of (i) the
applicable Conversion Rate and (ii) the Closing Price of the Company's Common
Stock on each such Trading Day; provided that after the consummation of a Change
in Control in which the consideration is comprised entirely of cash, the amount
in clause (ii) of this definition shall be the cash price per share received by
holders of the Company's Common Stock in such Change in Control.

     "Daily Share Amount" means for each Trading Day during the Conversion
Reference Period and for each $1,000 principal amount of notes surrendered for
conversion, a number of shares (but in no event less than zero) equal to (i) the
amount of (a) the Closing Price on such Trading Day multiplied by the applicable
Conversion Rate less (b) $1,000; divided by (ii) the Closing Price on such
Trading Day multiplied by 10.

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

     "Designated Senior Debt" means (i) all Senior Debt under the Credit
Agreement and Floor Plan Facilities and (ii) any other Senior Debt which at the
time of determination has an aggregate principal amount outstanding of at least
$25.0 million and which is specifically designated in the instrument evidencing
such Senior Debt or the agreement under which such Senior Debt arises as
"Designated Senior Debt" by the Company.

     "Domestic Subsidiary" means any Subsidiary of the Company that was formed
under the laws of the United States or any state of the United States or the
District of Columbia.

     "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.

     "Final Maturity Date" means April 1, 2026.

     "Fair Market Value" means, with respect to any asset or property, the sale
value that would be obtained in an arm's-length free market transaction between
an informed and willing seller under no compulsion to sell and an informed and
willing buyer under no compulsion to buy. Fair Market Value shall be determined
by the Board of Directors of the Company acting in good faith and shall be
evidenced by a resolution of the Board of Directors.

     "Floor Plan Facility" means an agreement from Ford Motor Credit Company,
General Motors Acceptance Corporation, DaimlerChrysler Financial Services
Americas LLC, Toyota Motor Credit


                                      -5-

<PAGE>

Corporation, World Omni Financial Corp., BMW Financial Services NA, LLC or any
other bank or asset-based lender pursuant to which the Company or any Subsidiary
incurs Indebtedness substantially all of the net proceeds of which are used to
purchase, finance or refinance vehicles and/or vehicle parts and supplies or
other assets to be sold in the ordinary course of business of the Company and
its Subsidiaries and which may not be secured except by a Lien that does not
extend to or cover any property other than the property of the dealership(s)
which use the proceeds of the Floor Plan Facilities or other dealerships who
have incurred Indebtedness from the same lender.

     "Fundamental Change" means the occurrence of a Change in Control or a
Termination of Trading.

     "Fundamental Change Effective Date" means the date on which any Fundamental
Change becomes effective.

     "Fundamental Change Purchase Price" of any Security, means 100% of the
principal amount of the Security to be purchased plus accrued and unpaid
interest, if any, and Additional Interest, if any, to, but excluding, the
Fundamental Change Purchase Date.

     "GAAP" means generally accepted accounting principles in the United States
of America set forth in the opinions and pronouncements of the Accounting
Principles Board of the American Institute of Certified Public Accountants and
statements and pronouncements of the Financial Accounting Standards Board and
the Public Company Accounting Oversight Board or in such other statements by
such other entity as have been approved by a significant segment of the
accounting profession, which are in effect (i) with respect to periodic
reporting requirements, from time to time, and (ii) otherwise on the date
hereof.

     "Global Security" means a Security in global form that is in substantially
the form attached as Exhibit A and that includes the information and schedule
called for in footnote 1 thereof and which is deposited with the Depositary or
its custodian and registered in the name of the Depositary or its nominee.

     "Guarantee" means the guarantee by any Guarantor of the Company's Indenture
Obligations.

     "Guaranteed Debt" of any Person means, without duplication, all
Indebtedness of any other Person referred to in the definition of Indebtedness
guaranteed directly or indirectly in any manner by such Person, or in effect
guaranteed directly or indirectly by such Person through an agreement:

     (i) to pay or purchase such Indebtedness or to advance or supply funds for
the payment or purchase of such Indebtedness,

     (ii) to purchase, sell or lease (as lessee or lessor) property, or to
purchase or sell services, primarily for the purpose of enabling the debtor to
make payment of such Indebtedness or to assure the holder of such Indebtedness
against loss,

     (iii) to supply funds to, or in any other manner invest in, the debtor
(including any agreement to pay for property or services without requiring that
such property be received or such services be rendered),

     (iv) to maintain working capital or equity of the debtor, or otherwise to
maintain the net worth, solvency or other financial condition of the debtor or
to cause such debtor to achieve certain levels of financial performance, or


                                      -6-

<PAGE>

     (v) otherwise to assure a creditor against loss;

provided that, for purposes of this definition, the term "guarantee" shall not
include endorsements for collection or deposit, in either case in the ordinary
course of business.

     "Guarantor" means any Subsidiary which is a guarantor of the Securities,
including any Person that is required after the Issue Date on the date of
determination to execute a guarantee of the Securities pursuant to this
Indenture, and its successors and assigns, in each case, until the Guarantee of
such Person has been released in accordance with the provisions of this
Indenture.

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

     "Indebtedness" means, with respect to any Person, without duplication,

     (i) all indebtedness of such Person for borrowed money or for the deferred
purchase price of property or services, excluding any trade payables and other
accrued current liabilities arising in the ordinary course of business, but
including, without limitation, all obligations, contingent or otherwise, of such
Person in connection with any letters of credit issued under letter of credit
facilities, acceptance facilities or other similar facilities,

     (ii) all obligations of such Person evidenced by bonds, notes, debentures
or other similar instruments,

     (iii) all Indebtedness created or arising under any conditional sale or
other title retention agreement with respect to property acquired by such Person
(even if the rights and remedies of the seller or lender under such agreement in
the event of default are limited to repossession or sale of such property), but
excluding trade payables arising in the ordinary course of business,

     (iv) all net obligations of such Person under Interest Rate Agreements,
Currency Hedging Agreements or Commodity Price Protection Agreements of such
Person,

     (v) all Capital Lease Obligations of such Person,

     (vi) all Indebtedness referred to in clauses (i) through (v) above of other
Persons and all dividends of other Persons, the payment of which is secured by
(or for which the holder of such Indebtedness has an existing right, contingent
or otherwise, to be secured by) any Lien, upon or with respect to property,
including, without limitation, accounts and contract rights owned by such
Person, even though such Person has not assumed or become liable for the payment
of such Indebtedness,

     (vii) all Guaranteed Debt of such Person,

     (viii) all Redeemable Capital Stock issued by such Person valued at the
greater of its voluntary or involuntary maximum fixed repurchase price plus
accrued and unpaid dividends,

     (ix) Preferred Stock of any Restricted Subsidiary of the Company which is
not a Guarantor, and

     (x) any amendment, supplement, modification, deferral, renewal, extension,
refunding or refinancing of any liability of the types referred to in clauses
(i) through (ix) above.


                                      -7-

<PAGE>

For purposes of this definition, the "maximum fixed repurchase price" of any
Redeemable Capital Stock which does not have a fixed repurchase price shall be
calculated in accordance with the terms of such Redeemable Capital Stock as if
such Redeemable Capital Stock were purchased on any date on which Indebtedness
shall be required to be determined pursuant to this Indenture, and if such price
is based upon, or measured by, the Fair Market Value of such Redeemable Capital
Stock, such Fair Market Value to be determined in good faith by the board of
directors of the issuer of such Redeemable Capital Stock.

     "Indenture" means this instrument as originally executed (including all
exhibits and schedules thereto) and as it may from time to time be supplemented
or amended by one or more indentures supplemental hereto entered into pursuant
to the applicable provisions hereof.

     "Indenture Obligations" means the obligations of the Company and any other
obligor under this Indenture or under the Securities, including any Guarantor,
to pay principal of, premium, if any, and interest when due and payable, and all
other amounts due or to become due under or in connection with this Indenture
and the Securities (including Additional Interest and Contingent Interest, if
any) and the performance of all other obligations to the Trustee and the Holders
under this Indenture and the Securities, according to the respective terms
hereof and thereof.

     "Initial Purchasers" means Merrill Lynch, Pierce, Fenner & Smith
Incorporated and Thomas Weisel Partners LLC.

     "Interest Payment Date" means April 1 and October 1 of each year,
commencing October 1, 2006.

     "Interest Rate Agreements" means one or more of the following agreements
which shall be entered into by one or more financial institutions: interest rate
protection agreements (including, without limitation, interest rate swaps, caps,
floors, collars and similar agreements) and/or other types of interest rate
hedging agreements from time to time.

     "Issue Date" means the date of this Indenture.

     "Lien" means any mortgage or deed of trust, charge, pledge, lien (statutory
or otherwise), privilege, security interest, assignment, deposit, arrangement,
easement, hypothecation, claim, preference, priority or other encumbrance upon
or with respect to any property of any kind (including any conditional sale,
capital lease or other title retention agreement, any leases in the nature
thereof, and any agreement to give any security interest), real or personal,
movable or immovable, now owned or hereafter acquired. A Person shall be deemed
to own subject to a Lien any property which it has acquired or holds subject to
the interest of a vendor or lessor under any conditional sale agreement, Capital
Lease Obligation or other title retention agreement.

     "Officer's Certificate" means a certificate signed by any one of the
Chairman of the Board, the Chief Executive Officer, the President, the Chief
Operating Officer, the Chief Financial Officer, the Executive Vice
President-Finance, the Vice President-Finance and Controller, any Executive Vice
President or Vice President, the General Counsel, the Treasurer, an Assistant
Treasurer, or the Secretary or an Assistant Secretary, of the Company or any
Guarantor, as the case may be, and in form and substance reasonably satisfactory
to, and delivered to, the Trustee; provided, however, that for purposes of
Section 5.03, "Officer's Certificate" means a certificate signed by the
principal executive officer, principal financial officer, principal operating
officer or principal accounting officer of the Company. Notwithstanding the
foregoing, with respect to any Guarantor, the "Officer's Certificate" may be
executed by any one of the Treasurer, Assistant Treasurer, Secretary or
Assistant Secretary of the Guarantor, the Guarantor's general partner or the
Guarantor's member.


                                      -8-

<PAGE>

     "Opinion of Counsel" means a written opinion of counsel, who may be an
employee of or counsel for the Company, any Guarantor or the Trustee and who
shall be reasonably acceptable to the Trustee, and which opinion shall be in
form and substance reasonably satisfactory to the Trustee.

     "Pari Passu Indebtedness" means (a) any Indebtedness of the Company that is
pari passu in right of payment to the Securities, including, without limitation,
the 9.625% Notes, and (b) with respect to any Guarantee, Indebtedness which
ranks pari passu in right of payment to such Guarantee, including, without
limitation, the guarantees with respect to the 9.625% Notes.

     "Permitted Guarantor Junior Payment" means any payment or other
distribution to the Holders of the Securities or securities of the Company or
any other corporation that are equity securities (other than Preferred Stock or
Redeemable Capital Stock) or are subordinated in right of payment to all Senior
Guarantor Indebtedness, to substantially the same extent as, or to a greater
extent than, the Holders of the Indenture Obligations are so subordinated.

     "Permitted Holders" means: (i) Mr. Roger S. Penske, his estate, guardians,
conservators, administrators, committees or personal representatives; (ii)
immediate family members and lineal descendants of Mr. Roger S. Penske and their
respective guardians, conservators, administrators, committees or personal
representatives; (iii) trusts or other entities created for the benefit of any
of the persons listed in (i) or (ii) above or for the benefit of a trust covered
by this clause (iii); (iv) any of Penske Capital Partners LLC, International
Motor Car Group I LLC, International Motor Car Group II LLC, Penske Corporation,
Penske Automotive Holdings Corp. and their respective subsidiaries, in each case
so long as the persons or entities covered by clauses (i), (ii), (iii) or (iv),
directly or indirectly, control such entities; (v) entities that are, directly
or indirectly, controlled by any of the persons or entities listed in clauses
(i) through (iv) above; and (vi) Mitsui & Co., U.S.A., Inc. and Mitsui & Co.,
Ltd. and any of their affiliates.

For purposes of this definition, "control" when used with respect to any entity
means the power to direct the management and policies of such entity, 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.

     "Permitted Junior Payment" means any payment or other distribution to the
Holders of the Securities or securities of the Company or any other corporation
that are equity securities (other than Preferred Stock or Redeemable Capital
Stock) or are subordinated in right of payment to all Senior Debt, to
substantially the same extent as, or to a greater extent than, the Holders of
the Indenture Obligations are so subordinated.

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

     "Preferred Stock" means, with respect to any Person, any Capital Stock of
any class or classes, however designated, which is preferred as to the payment
of dividends or distributions, or as to the distribution of assets upon any
voluntary or involuntary liquidation or dissolution of such Person, over the
Capital Stock of any other class of such Person.

     "Principal" or "principal" of a debt security, including the Securities,
means the principal of the security plus, when appropriate, the premium, if any,
on the security.


                                      -9-

<PAGE>

     "Redeemable Capital Stock" means any Capital Stock that, either by its
terms or by the terms of any security into which it is convertible or
exchangeable or otherwise, (1) is, or upon the happening of an event or passage
of time would be, required to be redeemed prior to the Final Maturity Date, (2)
is redeemable at the option of the holder of such Capital Stock at any time
prior to the Final Maturity Date (other than upon a Change in Control of the
Company in circumstances where the Holders of the Securities would have similar
rights), or (3) is convertible into or exchangeable for debt securities at any
time prior to the Final Maturity Date at the option of the holder of such
Capital Stock.

     "Redemption Date" when used with respect to any Security to be redeemed,
means the date fixed by the Company for such redemption pursuant to Section
3.01.

     "Redemption Price" means with respect to any Securities redeemed on a
Redemption Date, 100% of the principal amount of the Securities to be redeemed,
plus accrued and unpaid interest, including any Contingent Interest, to, but
excluding, the Redemption Date.

     "Registration Rights Agreement" means the Registration Rights Agreement,
dated as of January 31, 2006, among the Company, the Guarantors and the Initial
Purchasers, as amended from time to time in accordance with its terms.

     "Regular Record Date" means, with respect to each Interest Payment Date,
the March 15 or September 15, as the case may be, immediately preceding such
Interest Payment Date.

     "Restricted Global Security" means a Global Security that is a Restricted
Security.

     "Restricted Security" means a Security required to bear the restricted
legend set forth in the form of Security annexed as Exhibit A.

     "Restricted Subsidiary" means any Subsidiary of the Company that has not
been designated by the Company's Board of Directors by a board resolution
delivered to the Trustee under the indenture for the 9.625% Notes as an
unrestricted subsidiary pursuant to and in compliance with the terms of the
indenture governing the 9.625% Notes.

     "Rule 144" means Rule 144 under the Securities Act or any successor to such
Rule.

     "Rule 144A" means Rule 144A under the Securities Act or any successor to
such Rule.

     "SEC" means the U.S. Securities and Exchange Commission.

     "Securities" means the up to $375,000,000 aggregate principal amount of
3.50% Senior Subordinated Convertible Notes due 2026, or any of them (each a
"Security"), as amended or supplemented from time to time, that are 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.

     "Securities Custodian" means the Trustee, as custodian with respect to the
Securities in global form, or any successor thereto.

     "Senior Debt" means the principal of, premium, if any, and interest
(including interest accruing after the filing of a petition initiating any
proceeding under any state, federal or foreign bankruptcy law, whether or not
such interest is allowed or allowable under such proceeding) on any Indebtedness
of the


                                      -10-

<PAGE>

Company and all other monetary obligations of every kind or nature (including
but not limited to fees, indemnities and expenses) due on or in connection with
any such Indebtedness (other than as otherwise provided in this definition),
whether outstanding on the Issue Date or thereafter created, incurred or
assumed, and whether at any time owing, actually or contingent, unless, in the
case of any particular Indebtedness, the instrument creating or evidencing the
same or pursuant to which the same is outstanding expressly provides that such
Indebtedness shall not be senior in right of payment to the Securities.
Notwithstanding the foregoing, "Senior Debt" shall (x) include the Credit
Agreement and the Floor Plan Facilities and any Interest Rate Agreement,
Currency Hedging Agreement and Commodity Price Protection Agreement of the
Company to the extent the Company is a party thereto and (y) not include:

     (i) Indebtedness evidenced by the Securities;

     (ii) Indebtedness that, by its express terms or by the express terms of the
agreement or instrument creating or evidencing the same or pursuant to which the
same is outstanding, is subordinate or junior in right of payment to any
Indebtedness of the Company;

     (iii) Indebtedness which when incurred and without respect to any election
under Section 1111(b) of Title 11 United States Code, is without recourse to the
Company;

     (iv) Indebtedness which is represented by Redeemable Capital Stock;

     (v) any liability for foreign, federal, state, local or other taxes owed or
owing by the Company to the extent such liability constitutes Indebtedness;

     (vi) Indebtedness of the Company to a Subsidiary or any other Affiliate of
the Company (other than Mitsui & Co., (U.S.A.), Inc. and Mitsui & Co., Ltd. and
any of their affiliates) or any of such Affiliate's Subsidiaries;

     (vii) to the extent it might constitute Indebtedness, amounts owing for
goods, materials or services purchased in the ordinary course of business (other
than Floor Plan Facilities) or consisting of trade accounts payable owed or
owing by the Company, and amounts owed by the Company for compensation to
employees or services rendered to the Company;

     (viii) that portion of any Indebtedness which at the time of issuance is
issued in violation of this Indenture; and

     (ix) Indebtedness evidenced by any guarantee of any Subordinated
Indebtedness or Pari Passu Indebtedness.

     "Senior Guarantor Indebtedness" means the principal of, premium, if any,
and interest (including interest accruing after the filing of a petition
initiating any proceeding under any state, federal or foreign bankruptcy law,
whether or not such interest is allowed or allowable under such proceeding) on
any Indebtedness of any Guarantor and all other monetary obligations of every
kind or nature (including but not limited to fees, indemnities and expenses) due
on or in connection with any such Indebtedness (other than as otherwise provided
in this definition), whether outstanding on the Issue Date or thereafter
created, incurred or assumed, and whether at any time owing, actually or
contingent, without giving effect to any reduction in the amount of such
Indebtedness necessary to render the obligation of any Guarantor with respect
thereto (as obligor, guarantor or otherwise) not voidable or avoidable under
applicable law, unless, in the case of any particular Indebtedness, the
instrument creating or evidencing the same or pursuant to which the same is
outstanding expressly provides that such Indebtedness shall not be senior in
right of payment to any Guarantee. Notwithstanding the foregoing, "Senior
Guarantor Indebtedness"


                                      -11-

<PAGE>

shall (x) include all borrowings of each Guarantor under, and all guarantees by
each Guarantor of, the Credit Agreement and the Floor Plan Facilities and any
Interest Rate Agreement, Currency Hedging Agreement and Commodity Price
Protection Agreement of such Guarantor and (y) not include:

     (i) Indebtedness evidenced by the Guarantees;

     (ii) Indebtedness that, by its express terms or by the express terms of the
agreement or instrument creating or evidencing the same or pursuant to which the
same is outstanding, is subordinated or junior in right of payment to any
Indebtedness of such Guarantor;

     (iii) Indebtedness which when incurred and without respect to any election
under Section 1111(b) of Title 11 United States Code, is without recourse to
such Guarantor;

     (iv) Indebtedness which is represented by Redeemable Capital Stock;

     (v) any liability for foreign, federal, state, local or other taxes owed or
owing by such Guarantor to the extent such liability constitutes Indebtedness;

     (vi) Indebtedness of such guarantor to a Subsidiary or any other Affiliate
of the Company (other than Mitsui & Co., (U.S.A.), Inc. and Mitsui & Co., Ltd.
and any of their affiliates) or any of such Affiliate's Subsidiaries;

     (vii) to the extent it might constitute Indebtedness, amounts owing for
goods, materials or services purchased in the ordinary course of business (other
than Floor Plan Facilities) or consisting of trade accounts payable owed or
owing by such Guarantor, and amounts owed by such Guarantor for compensation to
employees or services rendered to such Guarantor;

     (viii) that portion of any Indebtedness which at the time of issuance is
issued in violation of this Indenture; and

     (ix) Indebtedness evidenced by any guarantee of any Subordinated
Indebtedness or Pari Passu Indebtedness.

     "Senior Representative" means the agent, trustee or representative of
holders of any Designated Senior Debt.

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

     "Special Record Date" for the payment of any Defaulted Interest means a
date fixed by the Trustee pursuant to Section 2.16.

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

     "Stock Price" means the price paid, or deemed paid, per share of the
Company's Common Stock in connection with a Change in Control as determined
pursuant to Section 4.01(j) hereof.


                                      -12-

<PAGE>

     "Subordinated Indebtedness" means Indebtedness of the Company or a
Guarantor subordinated in right of payment to the Securities or the Guarantee of
such Guarantor, as the case may be.

     "Subsidiary" of a Person means (i) any corporation more than 50% of the
outstanding voting power of the Voting Stock of which is owned or controlled,
directly or indirectly, by such Person or by one or more other Subsidiaries of
such Person, or by such Person and one or more other Subsidiaries of such
Person, or (ii) any limited partnership of which such Person or any Subsidiary
of such Person is a general partner, or (iii) any other Person in which such
Person, or one or more other Subsidiaries of such Person, or such Person and one
or more other Subsidiaries, directly or indirectly, has more than 50% of the
outstanding partnership or similar interests or has the power, by contract or
otherwise, to direct or cause the direction of the policies, management and
affairs of such Person.

     "Termination of Trading" means any date on which the Company's Common Stock
(or other common stock into which the Securities are then convertible) is
neither listed for trading on a United States national securities exchange nor
approved for trading on an established automated over-the-counter trading market
in the United States.

     "TIA" means the Trust Indenture Act of 1939, as amended, and the rules and
regulations thereunder as in effect on the date of this Indenture, except to the
extent that the Trust Indenture Act or any amendment thereto expressly provides
for application of the Trust Indenture Act as in effect on another date.

     "Trading Day" means any day on which the New York Stock Exchange is open
for trading or, if the Company's Common Stock is not listed on the New York
Stock Exchange, any day on which the Nasdaq National Market is open for trading,
or, if the Company's Common Stock is neither listed on the New York Stock
Exchange nor quoted on the Nasdaq National Market, any day on which the
principal national securities exchange on which the Company's Common Stock is
listed is open for trading, or, if the Common Stock is not listed on a national
securities exchange, any Business Day. A Trading Day only includes those days
that have a scheduled closing time of 4:00 p.m. (New York City time) or the then
standard closing time for regular trading on the relevant exchange or trading
system.

     "Trading Price" of the Securities on any date of determination means,
solely for the purposes of Article 4, the average of the secondary market bid
quotations obtained by the Trustee for $5.0 million principal amount of
Securities at approximately 3:30 p.m., New York City time, on such determination
date from three nationally recognized securities dealers the Company selects,
which may include the Initial Purchasers; provided that if three such bids
cannot reasonably be obtained by the Trustee, 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 Trustee, that one bid shall be used. If the
Trustee cannot reasonably obtain at least one bid for $5.0 million 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 Trading Price per $1,000
principal amount of Securities will be deemed to be less than 98% of the product
of the Closing Price of the Company's Common Stock and the then applicable
Conversion Rate per $1,000 principal amount of Securities.

     "Trustee" means the party named as such in the first paragraph of this
Indenture until a successor replaces it in accordance with the provisions of
this Indenture, and thereafter means the successor.

     "Trust Officer" means, with respect to the Trustee, any officer assigned to
the Corporate Trust Office having direct responsibility for the administration
of this Indenture, and also, with respect to a particular matter, any other
officer to whom such matter is referred because of such officer's knowledge of
and familiarity with the particular subject.


                                      -13-

<PAGE>

     "Vice President" when used with respect to the Company or the Trustee,
means any vice president, whether or not designated by a number or a word or
words added before or after the title "vice president."

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

          Section 1.02. Other Definitions.

<TABLE>
<CAPTION>
Term                                     Defined in Section
----                                     ------------------
<S>                                      <C>
"Act"                                             13.05
"Additional Shares"                                4.01
"Agent Members"                                    2.01
"Business Combination"                             4.10
"Cash Percentage"                                  4.13
"Company Put Right Notice"                         3.12
"Contingent Interest"                         Exhibit A
"Conversion Agent"                                 2.03
"Conversion Date"                                  4.02
"Current Market Price"                             4.06
"DTC"                                              2.01
"Defaulted Interest"                               2.16
"Depositary"                                       2.01
"Determination Date"                               4.06
"Distributed Securities"                           4.06
"Distribution Notice"                              4.06
"Dividend Threshold Amount"                        4.06
"Event of Default"                                 7.01
"ex-date"                                          4.06
"ex-dividend date"                                 4.01
"Expiration Date"                                  4.06
"Expiration Time"                                  4.06
"Fundamental Change Conversion Notice"             4.01
"Fundamental Change Purchase Date"                 3.08
"Fundamental Change Purchase Notice"               3.08
"Future Guarantor"                                 5.11
"in connection with"                               4.10
"Initial Period"                                  11.03
"Issuer Fundamental Change Notice"                 3.08
"Legend"                                           2.13
"Make Whole Premium"                               4.01
"Non-Payment Default"                             11.03
"Notice of Default"                                7.01
"Outstanding"                                      2.09
"Paying Agent"                                     2.03
"Payment Default"                                 11.03
"Primary Registrar"                                2.03
</TABLE>


                                      -14-

<PAGE>

<TABLE>
<CAPTION>
Term                                     Defined in Section
----                                     ------------------
<S>                                      <C>
"Purchased Shares"                                 4.06
"purchases"                                        4.06
"Put Right Purchase Date"                          3.12
"Put Right Purchase Notice"                        3.12
"Put Right Purchase Price"                         3.12
"record date"                                      4.06
"QIB"                                              2.01
"Registrar"                                        2.03
"Remaining Shares"                                 4.13
"Required Filing Date"                             5.06
"Rights"                                           4.07
"Rights Plan"                                      4.06
"Special Payment Date"                             2.16
"Spinoff Securities"                               4.06
"Spinoff Valuation Period"                         4.06
"Surviving Entity"                                 6.01
"tender offer"                                     4.06
"tendered shares"                                  4.06
"Triggering Distribution"                          4.06
</TABLE>

          Section 1.03. Trust Indenture Act Provisions.

     Whenever this Indenture refers to a provision of the TIA, that provision is
incorporated by reference in and made a part of this Indenture. The following
TIA term used in this Indenture has the following meaning:

     "obligor" on the indenture securities means the Company or any other
obligor on the Securities.

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

          Section 1.04. Rules Of Construction.

     (a) For all purposes of this Indenture, except as otherwise provided or
unless the context otherwise requires:

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

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

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

          (4) the term "merger" includes a statutory share exchange and the term
     "merged" has a correlative meaning;

          (5) the masculine gender includes the feminine and the neuter;


                                      -15-

<PAGE>

          (6) the terms "include", "including" and similar terms should be
     construed as if followed by the phrase "without limitation";

          (7) references to agreements and other instruments include subsequent
     amendments thereto; and

          (8) all "Article", "Exhibit" and "Section" references are to Articles,
     Exhibits and Sections, respectively, of or to this Indenture unless
     otherwise specified herein, and the terms "herein," "hereof" and other
     words of similar import refer to this Indenture as a whole and not to any
     particular Article, Section or other subdivision.

                                    ARTICLE 2

                                 THE SECURITIES

          Section 2.01. Form and Dating.

     The Securities and the Trustee's certificate of authentication shall be
substantially in the respective forms set forth in Exhibit A, which Exhibit is
incorporated in and made part of this Indenture. The Securities may include such
letters, numbers or other marks of identification and such notations, legends,
endorsements or changes as the Officer executing the same may approve (execution
thereof to be conclusive evidence of such approval) and as are not inconsistent
with the provisions of this Indenture, or as may be required by the Trustee, the
Depositary, or as may be required to comply with any applicable law or with any
rule or regulation made pursuant thereto or with any rule or regulation of any
securities exchange or automated quotation system on which the Securities may be
listed, or to conform to usage, or to indicate any special limitations or
restrictions to which any particular Securities are subject. Each Security shall
be dated the date of its authentication. The Securities are being offered and
sold by the Company pursuant to a Purchase Agreement dated January 25, 2006
among the Company, the Guarantors and the Initial Purchasers, in transactions
exempt from, or not subject to, the registration requirements of the Securities
Act.

     (a) Restricted Global Securities. All of the Securities are initially being
offered and sold to qualified institutional buyers as defined in Rule 144A
(collectively, "QIBs" or individually, each a "QIB") in reliance on Rule 144A
under the Securities Act and shall be issued initially in the form of one or
more Restricted Global Securities, which shall be deposited on behalf of the
purchasers of the Securities represented thereby with the Trustee, at its
Corporate Trust Office, as Securities Custodian for the depositary, The
Depository Trust Company ("DTC", and such depositary, or any successor thereto,
being hereinafter referred to as the "Depositary"), and registered in the name
of its nominee, Cede & Co. (or any successor thereto), for the accounts of
participants in the Depositary, duly executed by the Company and authenticated
by the Trustee as hereinafter provided. The aggregate principal amount of the
Restricted Global Securities may from time to time be increased or decreased by
adjustments made on the records of the Securities Custodian as hereinafter
provided, subject in each case to compliance with the Applicable Procedures.

     (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 principal amount of outstanding
Securities from time to time endorsed thereon and that the aggregate principal
amount of outstanding Securities represented thereby may from time to time be
reduced or increased, as appropriate, to reflect exchanges, redemptions,
purchases or conversions of such Securities. 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


                                      -16-

<PAGE>

the Trustee in accordance with instructions given by the Holder thereof as
required by Section 2.13 and shall be made on the records of the Trustee and the
Depositary.

     Members of, or participants in, the Depositary ("Agent Members") shall have
no rights under this Indenture with respect to any Global Security held on their
behalf by the Depositary or under the Global Security, and the Depositary
(including, for this purpose, its nominee) 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 (1) 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 (2)
impair, as between the Depositary and its Agent Members, the operation of
customary practices governing the exercise of the rights of a Holder of any
Security.

     (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 (1) shall be registered in the name of the
Depositary or its nominee, (2) shall be delivered by the Trustee to the
Depositary or pursuant to the Depositary's instructions and (3) shall bear
legends substantially to the following effect:

     "UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF
THE DEPOSITORY TRUST COMPANY TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF
TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE
NAME OF CEDE & CO. OR 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. THIS SECURITY IS A
GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND
IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE THEREOF. THIS SECURITY IS
EXCHANGEABLE FOR SECURITIES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE
DEPOSITARY OR ITS NOMINEE ONLY IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE
INDENTURE AND, UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR
SECURITIES IN DEFINITIVE FORM, THIS SECURITY MAY NOT BE TRANSFERRED EXCEPT AS A
WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE
DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE
DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH
SUCCESSOR DEPOSITARY."

          Section 2.02. Execution and Authentication.

     (a) The aggregate principal amount of Securities which may be authenticated
and delivered under this Indenture is limited to $375,000,000, except as
provided in Sections 2.07 and 2.08.

     (b) The Securities shall be executed on behalf of the Company by one of its
Chairman of the Board, its Chief Executive Officer, its President, its Chief
Operating Officer, its Chief Financial Officer, its Executive Vice
President-Finance or one of its Executive Vice Presidents or Vice Presidents.
The signatures of any of these officers on the Securities may be manual or
facsimile.


                                      -17-

<PAGE>

     (c) Securities bearing the manual or facsimile signatures of individuals
who were at any time 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 such Securities.

     (d) No Security or Guarantee endorsed thereon 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 and is entitled to the benefits of this
Indenture.

     (e) Each Security shall be dated the date of its authentication.

     (f) The Trustee shall authenticate and make available for delivery
Securities for original issue in the aggregate principal amount of up to
$375,000,000 upon receipt of a Company Order. The Company Order shall specify
the amount of Securities to be authenticated, shall provide that all such
Securities will be represented by a Restricted Global Security and the date on
which each original issue of Securities is to be authenticated.

     (g) The Trustee shall act as the initial authenticating agent. Thereafter,
the Trustee may appoint an authenticating agent acceptable to the Company to
authenticate Securities. An authenticating agent may authenticate Securities
whenever the Trustee may do so. Each reference in this Indenture to
authentication by the Trustee includes authentication by such agent. An
authenticating agent shall have the same rights as an Agent to deal with the
Company or an Affiliate of the Company.

     (h) The Securities shall be issuable only in registered form without
coupons and only in denominations of $1,000 principal amount and any integral
multiple thereof.

     (i) In case the Company or any Guarantor, pursuant to Article 6, shall, in
a single transaction or through a series of related transactions, be
consolidated or merged with or into any other Person or shall sell, assign,
convey, transfer, lease or otherwise dispose of all or substantially all of its
properties and assets to any Person, and the successor Person resulting from
such consolidation or surviving such merger, or into which the Company or such
Guarantor shall have been merged, or the successor Person which shall have
participated in the sale, assignment, conveyance, transfer, lease or other
disposition as aforesaid, shall have executed an indenture supplemental hereto
with the Trustee pursuant to Article 6, any of the Securities authenticated or
delivered prior to such consolidation, merger, sale, assignment, conveyance,
transfer, lease or other disposition may, from time to time, at the request of
the successor Person, be exchanged for other Securities executed in the name of
the successor Person with such changes in phraseology and form as may be
appropriate, but otherwise in substance of like tenor as the Securities
surrendered for such exchange and of like principal amount; and the Trustee,
upon the request of the successor Person, shall authenticate and deliver
Securities as specified in such request for the purpose of such exchange. If
Securities shall at any time be authenticated and delivered in any new name of a
successor Person pursuant to this Section 2.02 in exchange or substitution for
or upon registration of transfer of any Securities, such successor Person, at
the option of the Holders but without expense to them, shall provide for the
exchange of all Securities at the time Outstanding for Securities authenticated
and delivered in such new name.


                                      -18-

<PAGE>

          Section 2.03. Registrar, Paying Agent and Conversion Agent.

     (a) The Company shall maintain one or more offices or agencies where
Securities may be presented for registration of transfer or for exchange (each,
a "Registrar"), one or more offices or agencies where Securities may be
presented or surrendered for payment (each, a "Paying Agent"), one or more
offices or agencies where Securities may be presented for conversion (each, a
"Conversion Agent") and one or more offices or agencies where notices and
demands to or upon the Company in respect of the Securities and this Indenture
may be served. The Company will at all times maintain a Paying Agent, Conversion
Agent, Registrar and an office or agency where notices and demands to or upon
the Company in respect of the Securities and this Indenture may be served in the
Borough of Manhattan, The City of New York. One of the Registrars (the "Primary
Registrar") shall keep a register of the Securities and of their transfer and
exchange. At the option of the Company, payment of interest may be made by check
mailed to the Holders at their addresses set forth in the register of Holders.

     (b) The Company shall enter into an appropriate agency agreement with any
Agent not a party to this Indenture, provided that the Agent may be an Affiliate
of 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, and any change in the name or address, of any Agent not a party to this
Indenture. If the Company fails to maintain a Registrar, Paying Agent,
Conversion Agent, or agent for service of notices and demands in any place
required by this Indenture, or fails to give the foregoing notice, the Trustee
shall act as such. The Company or any Affiliate of the Company may act as Paying
Agent (except for the purposes of Section 5.01 and Article 9).

     (c) The Company hereby initially designates the Trustee as Paying Agent,
Registrar, Securities Custodian and Conversion Agent, and designates the
Corporate Trust Office of the Trustee as the office or agency of the Company for
each of the aforesaid purposes and as the office or agency where notices and
demands to or upon the Company in respect of the Securities and this Indenture
may be served.

          Section 2.04. Paying Agent To Hold Money In Trust.

     Unless otherwise specified herein, prior to 10:00 a.m., New York City time,
on each due date of the payment of principal of, or interest on, any Securities,
the Company shall deposit a sum sufficient to pay such principal or interest so
becoming due. Subject to Section 9.02, a Paying Agent shall hold in trust for
the benefit of Holders of Securities or the Trustee all money held by the Paying
Agent for the payment of principal of, or interest on, the Securities, and shall
notify the Trustee of any failure by the Company (or any other obligor on the
Securities) to make any such payment. If the Company or an Affiliate of the
Company acts as Paying Agent, it shall, before 10:00 a.m., New York City time,
on each due date of the principal of, or interest on, any Securities, segregate
the money and hold it as a separate trust fund for the benefit of Holders. The
Company at any time may require a Paying Agent to pay all money held by it to
the Trustee, and the Trustee may at any time during the continuance of any
Default, upon written request to a Paying Agent, require such Paying Agent to
pay forthwith to the Trustee all sums so held in trust by such Paying Agent.
Upon doing so, the Paying Agent (other than the Company) shall have no further
liability for the money.

     Any money deposited with the Trustee or any Paying Agent, or then held by
the Company, in trust for the payment of the principal of, premium, if any, or
interest (including Additional Interest or Contingent Interest, if any) on any
Security and remaining unclaimed for two years after such principal and premium,
if any, or interest has become due and payable shall promptly be paid to the
Company on Company Request, or (if then held by the Company) shall be discharged
from such trust; and the Holder of such Security shall thereafter, as an
unsecured general creditor, look only to the Company for payment


                                      -19-

<PAGE>

thereof, and all liability of the Trustee or such Paying Agent with respect to
such trust money, and all liability of the Company as trustee thereof, shall
thereupon cease; provided, however, that the Trustee or such Paying Agent,
before being required to make any such repayment, may at the expense of the
Company cause to be published once, in the New York Times and The Wall Street
Journal (national edition), and mail to each such Holder, notice that such money
remains unclaimed and that, after a date specified therein, which shall not be
less than 30 days from the date of such notification, publication and mailing,
any unclaimed balance of such money then remaining will promptly be repaid to
the Company.

          Section 2.05. Conversion Agent To Hold Money In Trust.

     The Company shall require each Conversion Agent (that is not the Trustee)
to agree in writing that the Conversion Agent will hold in trust for the benefit
of Holders or the Trustee all shares of Common Stock held by the Conversion
Agent for the delivery of Common Stock when due upon conversion, and will notify
the Trustee of any default by the Company in making any such delivery. While any
such default continues, the Trustee may require a Conversion Agent to deliver
all shares of Common Stock held by it to the Trustee. The Company at any time
may require a Conversion Agent to pay all money held by it to the Trustee. Upon
payment over to the Trustee, the Conversion Agent (if other than the Company or
a Subsidiary) shall have no further liability for the money. If the Company or a
Subsidiary acts as Conversion Agent, it shall segregate and hold in a separate
trust fund for the benefit of the Holders all shares held by it as Conversion
Agent. Upon any bankruptcy or reorganization proceedings relating to the
Company, the Trustee shall serve as Conversion Agent for the Securities.

          Section 2.06. Lists of Holders of Securities.

     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
Holders of Securities. The Company shall furnish or cause the Registrar to
furnish to the Trustee (a) semiannually, not more than 10 days after each
Regular Record Date, a list, in such form as the Trustee may reasonably require,
of the names and addresses of the Holders as of such Regular Record Date; and
(b) at such other times as the Trustee may reasonably request in writing, within
30 days after receipt by the Company of any such request, a list of similar form
and content to that in subsection (a) hereof as of a date not more than 15 days
prior to the time such list is furnished; provided, however, that if and so long
as the Trustee shall be the Primary Registrar, no such list need be furnished.

          Section 2.07. Transfer and Exchange.

     (a) Subject to compliance with any applicable additional requirements
contained in Section 2.13, when a Security is presented to a Registrar with a
request to register a transfer thereof or to exchange such Security for an equal
principal amount of Securities of other authorized denominations, the Registrar
shall register the transfer or make the exchange as requested if its
requirements for such transactions are met; provided, however, that every
Security presented or surrendered for registration of transfer or exchange shall
be duly endorsed or accompanied by an assignment form and, if applicable, a
transfer certificate each in the form included in Exhibit A, and completed in a
manner satisfactory to the Registrar and duly executed by the Holder thereof or
its attorney duly authorized in writing. To permit registration of transfers and
exchanges, upon surrender of any Security for registration of transfer or
exchange at an office or agency maintained pursuant to Section 2.03, the Company
shall execute and the Trustee shall authenticate Securities of a like aggregate
principal amount at the Registrar's request. Any exchange or transfer shall be
without charge, except that the Company or the Registrar may require payment of
a sum sufficient to cover any transfer tax or similar governmental charge that
may be imposed in relation thereto; provided that this sentence shall not apply
to any exchange pursuant to Section 2.11, 2.13(a), 3.06, 4.02(e) or 10.06.


                                      -20-

<PAGE>

     (b) Neither the Company, any Registrar nor the Trustee shall be required
(a) to register the transfer of or exchange any Securities or portions thereof
in respect of which a Fundamental Change Purchase Notice has been delivered and
not withdrawn by the Holder thereof (except, in the case of the purchase of a
Security in part, the portion thereof not to be purchased), (b) to issue,
register the transfer of, or exchange Securities for the period beginning at the
opening of business 15 days immediately preceding the mailing of a notice of
redemption of Securities and ending at the close of business on the day of such
mailing, (c) to register the transfer of or exchange any Securities selected,
called or being called for redemption as a whole or the portion being redeemed
of any such Securities selected, called or being called for redemption in part.

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

     (d) Any Registrar appointed pursuant to Section 2.03 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) Each Holder of a Security agrees to indemnify the Company and the
Trustee against any liability that may result from the registration of transfer,
exchange or assignment of such Holder's Security in violation of any provision
of this Indenture and/or applicable United States federal or state securities
law.

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

          Section 2.08. Replacement Securities.

     (a) If (1) any mutilated Security is surrendered to the Trustee, or (2) 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, any Guarantor and the Trustee, such security or indemnity, in each
case, as may be required by them to save each of them harmless, then, in the
absence of notice to the Company, any Guarantor or the Trustee that such
Security has been acquired by a protected purchaser, the Company shall execute
and upon a Company 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 replacement Security of like tenor and principal amount,
bearing a number not contemporaneously outstanding and each Guarantor shall
execute a replacement Guarantee.

     (b) If any such mutilated, destroyed, lost or stolen Security has become or
is about to become due and payable, or is about to be redeemed or purchased by
the Company pursuant to Article 3, or converted pursuant to Article 4, the
Company in its discretion may, instead of issuing a new Security, pay, redeem,
purchase or convert such Security, as the case may be.

     (c) Upon the issuance of any new Securities under this Section 2.08, the
Company may require the payment of a sum sufficient to cover any tax or other
governmental charge that may be


                                      -21-

<PAGE>

imposed in relation thereto and any other expenses (including the fees and
expenses of counsel and the Trustee) in connection therewith.

     (d) Every new Security and Guarantee issued pursuant to this Section 2.08
in lieu of any mutilated, destroyed, lost or stolen Security shall constitute an
original additional contractual obligation of the Company and any Guarantor,
whether or not the mutilated, 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.

     (e) The provisions of this Section 2.08 are (to the extent lawful)
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 2.09. Outstanding Securities.

     (a) Securities outstanding ("Outstanding") at any time are all Securities
authenticated by the Trustee, except for those canceled by it, those redeemed or
purchased pursuant to Article 3, those converted pursuant to Article 4, those
delivered to the Trustee for cancellation or surrendered for transfer or
exchange and those described in this Section 2.09 as not Outstanding.

     (b) If a Security is replaced pursuant to Section 2.08, such replaced
Security ceases to be Outstanding unless the Company receives proof satisfactory
to it that the replaced Security is held by a protected purchaser.

     (c) If a Paying Agent (other than the Company, a Subsidiary of the Company
or an Affiliate of any thereof) holds in respect of the Outstanding Securities
on a Redemption Date, a Fundamental Change Purchase Date or the Final Maturity
Date money sufficient to pay the principal of (including premium, if any) and
accrued interest on Securities (or portions thereof) payable on that date, then
on and after such Redemption Date, Fundamental Change Purchase Date or Final
Maturity Date, as the case may be, such Securities (or portions thereof, as the
case may be) shall cease to be Outstanding and interest on them shall cease to
accrue.

     (d) Subject to the restrictions contained in Section 2.10, a Security does
not cease to be Outstanding because the Company or an Affiliate of the Company
holds the Security.

          Section 2.10. Treasury Securities.

     In determining whether the Holders of the required principal amount of
Securities have concurred in any request, demand, authorization, notice,
direction, waiver or consent, Securities owned by the Company or any other
obligor on the Securities or by any Affiliate of the Company or of such other
obligor shall be disregarded, except that, for purposes of determining whether
the Trustee shall be protected in relying on any such request, demand,
authorization, notice, direction, waiver or consent, only Securities which a
Trust Officer of the Trustee actually knows are so owned shall be so
disregarded.

          Section 2.11. Temporary Securities.

     Until definitive Securities are ready for delivery, the Company may prepare
and execute, and, upon receipt of a Company Order, the Trustee shall
authenticate and deliver, temporary Securities. Temporary Securities shall be
substantially in the form of definitive Securities but may have variations that
the Company with the consent of the Trustee considers appropriate for temporary
Securities. Without unreasonable delay, the Company shall prepare and the
Trustee shall authenticate and deliver definitive


                                      -22-

<PAGE>

Securities in exchange for temporary Securities representing an equal principal
amount of Securities. The temporary Securities will be exchanged for definitive
Securities in accordance with Sections 2.07 and 2.13 hereof. Until so exchanged,
temporary Securities shall have the same rights under this Indenture as the
definitive Securities.

          Section 2.12. Cancellation.

     The Company and any Guarantor at any time may deliver Securities to the
Trustee for cancellation. The Registrar, the Paying Agent and the Conversion
Agent shall forward to the Trustee any Securities surrendered to them for
transfer, exchange, redemption, purchase, payment or conversion. The Trustee and
no one else shall cancel, in accordance with its standard procedures, all
Securities surrendered for transfer, exchange, redemption, purchase, payment,
conversion or cancellation and shall dispose of the cancelled Securities in
accordance with its customary procedures or deliver the canceled Securities to
the Company upon request. All Securities which are purchased or otherwise
acquired by the Company or any of its Subsidiaries prior to the Redemption Date
or the Final Maturity Date pursuant to Article 3 shall be delivered to the
Trustee for cancellation, and the Company may not hold or resell such Securities
or issue any new Securities to replace any such Securities or any Securities
that any Holder has converted pursuant to Article 4. The Trustee shall maintain
a record of all canceled Securities. The Trustee shall provide the Company a
list of all Securities that have been canceled from time to time as requested by
the Company in writing.

          Section 2.13. Legend; Additional Transfer and Exchange Requirements.

     (a) If Securities are issued upon the transfer, exchange or replacement of
Securities subject to restrictions on transfer and bearing the restrictive
legends set forth in the third, fourth and fifth paragraphs on the forms of the
face of Securities attached as Exhibit A (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 if requested by the Company
or such Registrar, as may be reasonably required by the Company or 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;
provided that no such evidence need be supplied in connection with the sale of
such Security pursuant to a registration statement that is effective at the time
of such sale. Upon (1) provision of such satisfactory evidence if requested, or
(2) 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 of like tenor and aggregate principal amount
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.

     (b) 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 this Section 2.13.


                                      -23-

<PAGE>

     (c) Subject to Section 2.13(b), every Security shall be subject to the
restrictions on transfer provided in the Legend. Whenever any Restricted
Security other than a Restricted Global Security is presented or surrendered for
registration of transfer or in 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 A, 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.

     (d) 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 2.13 (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, if requested by the Company or the
Registrar, an Opinion of Counsel reasonably acceptable to the Company or the
Registrar, as the case may be, and addressed to the Company or the Registrar, as
the case may be, 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 effective date
of any registration statement registering the offer and sale of the Securities
under the Securities Act. The Trustee or the Registrar 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.

     As used in Sections 2.13(c) and (d), the term "transfer" encompasses any
sale, pledge, transfer, hypothecation or other disposition of any Security.

     (e) The provisions below shall apply only to Global Securities:

          (1) Each Global Security authenticated under this Indenture shall be
     registered in the name of the Depositary or a nominee thereof and delivered
     to such Depositary or a nominee thereof or custodian therefor, and each
     such Global Security shall constitute a single Security for purposes of
     this Indenture.

          (2) 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, and no transfer of a Global Security in whole or
     in part shall be 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 (A) 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 in either case a
     successor Depositary is not appointed by the Company within 90 days after
     receiving such notice or becoming aware that the Depositary has ceased to
     be a "clearing agency", (B) the Company executes and delivers to the
     Trustee an Officer's Certificate to the effect that such Global Security
     shall be so exchangeable or (C) an Event of Default has occurred and is
     continuing with respect to the Securities and the Registrar has received a
     request from the Depositary. Any Global Security exchanged pursuant to
     subclause (A) above shall be so exchanged in whole and not in part, and any
     Global Security exchanged pursuant to subclauses (B) or (C) above may be
     exchanged in whole or from time to


                                      -24-

<PAGE>

     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 however, 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.

          (3) Securities issued in exchange for a Global Security or any portion
     thereof that are not issued as a Global Security shall be issued in
     definitive, fully registered form, without interest coupons, shall have a
     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 or
     the 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.

          (4) Subject to clause (6) of this Section 2.13(e), the registered
     Holder may grant proxies and otherwise authorize any Person, including
     Agent Members 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.

          (5) In the event of the occurrence of any of the events specified in
     clause (2) of this Section 2.13(e), the Company will promptly make
     available to the Trustee a reasonable supply of Certificated Securities in
     definitive, fully registered form, without interest coupons.

          (6) Neither 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, 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.

          (7) At such time as all interests in a Global Security have been
     redeemed, converted, cancelled or exchanged for Securities in certificated
     form, such Global Security shall, upon receipt thereof, be cancelled by the
     Trustee in accordance with standing procedures and instructions existing
     between the Depositary and the Securities Custodian, subject to Section
     2.12 of this Indenture. At any time prior to such cancellation, if any
     interest in a Global Security is redeemed, converted, canceled or exchanged
     for Securities in certificated form, the principal amount of such Global
     Security shall, in accordance with the standing procedures and instructions
     existing between the Depositary and the Securities Custodian, be
     appropriately reduced, and an endorsement shall be made on such Global
     Security, by the Trustee or the Securities Custodian, at the direction of
     the Trustee, to reflect such reduction.


                                      -25-

<PAGE>

          Section 2.14. CUSIP Numbers.

     The Company in issuing the Securities may use one or more "CUSIP" numbers
(if then generally in use), and, if so, the Trustee shall use "CUSIP" numbers in
notices of purchase 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 redemption,
notice of a purchase and that reliance may be placed only on the other
identification numbers printed on the Securities, and any such purchase shall
not be affected by any defect in or omission of such numbers. The Company will
notify the Trustee in writing of any change in the "CUSIP" numbers.

          Section 2.15. Calculations.

     The calculation of the Redemption Price, Fundamental Change Purchase Price,
Conversion Rate, Conversion Price and each other calculation to be made
hereunder shall be the obligation of the Company, except for such calculations
required by clause (1) of Section 4.01(a), which will be determined by the
Conversion Agent, on behalf of the Company. All calculations made by the Company
as contemplated pursuant to this Section 2.15 or otherwise pursuant to the
Securities shall be made in good faith and shall be final and binding on the
Company and the Holders absent manifest error. The Trustee, Paying Agent and
Conversion Agent shall not be obligated to recalculate, recompute or confirm any
such calculations made by the Company, and the Trustee is entitled to
conclusively rely upon the accuracy of the Company's calculation without
independent verification thereof. The Company shall provide a schedule of its
calculations to the Trustee upon the Trustee's request, certified by an officer,
promptly after making such calculations.

          Section 2.16. Payment of Interest; Interest Rights Preserved.

     Interest on any Security which is payable, and is punctually paid or duly
provided for, on the Final Maturity Date of such interest shall be paid to the
Person in whose name the Security is registered at the close of business on the
Regular Record Date for such interest payment.

     Any interest on any Security which is payable, but is not punctually paid
or duly provided for, on the Stated Maturity of such interest, and interest on
such defaulted interest at the then applicable interest rate borne by the
Securities, to the extent lawful (such defaulted interest and interest thereon
herein collectively called "Defaulted Interest"), shall forthwith cease to be
payable to the Holder on the Regular Record Date; and such Defaulted Interest
may be paid by the Company, at its election in each case, as provided in
Subsection (a) or (b) below:

     (a) The Company may elect to make payment of any Defaulted Interest to the
Persons in whose names the Securities are registered at the close of business on
a Special Record Date for the payment of such Defaulted Interest, which shall be
fixed in the following manner. The Company shall notify the Trustee in writing
of the amount of Defaulted Interest proposed to be paid on each Security and the
date (not less than 20 days after such notice) of the proposed payment (the
"Special Payment Date"), and on the date of payment the Company shall deposit
with the Trustee an amount of money equal to the aggregate amount proposed to be
paid in respect of such Defaulted Interest or shall make arrangements
satisfactory to the Trustee for such deposit prior to the Special Payment Date,
such money when deposited to be held in trust for the benefit of the Persons
entitled to such Defaulted Interest as in this subsection provided. Thereupon
the Trustee shall fix a Special Record Date for the payment of such Defaulted
Interest which shall be not more than 15 days and not less than 10 days prior to
the date of the Special Payment Date and not less than 10 days after the receipt
by the Trustee of the notice of the proposed payment. The Trustee shall promptly
notify the Company in writing of such Special Record Date. Unless the Company
issues a press release to the same effect, in the name and at the expense of the


                                      -26-

<PAGE>

Company, the Trustee shall cause notice of the proposed payment of such
Defaulted Interest and the Special Record Date therefor to be mailed,
first-class postage prepaid, to each Holder at its address as it appears in the
Security Register, not less than 10 days prior to such Special Record Date or
notify in such other manner as the Trustee determines, including in accordance
with any Applicable Procedures. Notice of the proposed payment of such Defaulted
Interest and the Special Record Date and Special Payment Date therefor having
been so mailed or otherwise conveyed, such Defaulted Interest shall be paid to
the Persons in whose names the Securities are registered on such Special Record
Date and shall no longer be payable pursuant to the following paragraph (b).

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

     Subject to the foregoing provisions of this Section 2.16, each Security
delivered under this Indenture upon registration of transfer of or in exchange
for or in lieu of any other Security shall carry the rights to interest accrued
and unpaid, and to accrue, which were carried by such other Security.

     All references to "interest" in this Indenture include, without limitation,
all rights to the payment of Additional Interest, in accordance with the terms
of the Registration Rights Agreement, and Contingent Interest.

          Section 2.17. Computation of Interest.

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

                                    ARTICLE 3

                             REDEMPTION AND PURCHASE

          Section 3.01. Election To Redeem; Notice to Trustee.

     (a) No sinking fund is provided for the Securities. Prior to April 6, 2011,
the Securities shall not be redeemable. On or after April 6, 2011, the Company
may, at its option, redeem the Securities for cash at the Redemption Price, as a
whole at any time or from time to time in part, on any Redemption Date (or in
the case of multiple redemptions, Redemption Dates) fixed by the Company. If a
Redemption Date falls after the close of business on a Regular Record Date and
before the related Interest Payment Date, then interest on the Securities
payable on such Interest Payment Date will be payable to the Holders in whose
names the Securities are registered at the close of business on such Regular
Record Date and the Redemption Price shall not include the interest on the
Securities payable on such Interest Payment Date.

     (b) If the Company elects to redeem Securities pursuant to this Section
3.01, it shall notify the Trustee (at least five Business Days prior to the date
on which such notice must be delivered to the Holders) on a date at least 30
days and no more than 60 days prior to the applicable Redemption Date (unless a
shorter notice shall be satisfactory to the Trustee), of the Redemption Date and
the principal amount of Securities to be redeemed. The record date relating to a
redemption shall be selected by the Company and given to the Trustee and shall
not be less than five days after the date of notice to the Trustee (or such
shorter period satisfactory to the Trustee).


                                      -27-

<PAGE>

          Section 3.02. Selection of Securities to be Redeemed.

     (a) If less than all of the Securities are to be redeemed, unless the
Applicable Procedures specify otherwise, the Trustee shall select the Securities
to be redeemed within five Business Days after it receives the notice described
in Section 3.01(b). The Trustee shall make the selection from the Securities
Outstanding and not previously called for redemption by lot, or in its
discretion, on a pro rata basis or by another method that the Trustee considers
fair and appropriate (so long as such method is not prohibited by the rules of
any stock exchange or market on which the Securities are listed). Securities in
denominations of $1,000 principal amount may only be redeemed in whole. The
Trustee may select for redemption portions (equal to $1,000 principal amount or
any integral multiple thereof) of the principal amount of Securities that have
denominations larger than $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.

     (b) 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 (up
to the amount selected for the redemption) to be part of the portion selected
for redemption. Securities which have been converted subsequent to the Trustee's
selection of Securities to be redeemed but prior to redemption of such
Securities, shall be treated by the Trustee as outstanding for the purpose of
such selection.

          Section 3.03. Notice of Redemption.

     (a) If the Company elects to redeem Securities pursuant to Section 3.01, at
least 30 days but not more than 60 days before the applicable Redemption Date,
the Company shall mail or cause to be mailed a notice of redemption to each
Holder of Securities to be redeemed at such Holder's address as it appears on
the Registrar's books.

     (b) The notice shall identify the Securities (including CUSIP numbers) to
be redeemed and shall state:

          (1) the Redemption Date;

          (2) the Redemption Price;

          (3) the then effective Conversion Rate;

          (4) the name and address of each Paying Agent and Conversion Agent;

          (5) that Securities called for redemption must be presented and
     surrendered to a Paying Agent to collect the Redemption Price;

          (6) that Holders who wish to convert Securities must surrender such
     Securities for conversion no later than the close of business on the second
     Business Day immediately preceding the Redemption Date and must satisfy the
     other requirements set forth in paragraph 5 of the Securities and Article 3
     and Article 4 of this Indenture;

          (7) that, unless the Company has failed to make the payment of such
     Redemption Price which is due and payable, interest (including Contingent
     Interest, if any) will cease to accrue on and after the Redemption Date;


                                      -28-

<PAGE>

          (8) if any Security is being redeemed in part, the portion of the
     principal amount of such Security to be redeemed and that, after the
     Redemption Date, upon presentation and surrender of such Security, a new
     Security or Securities in aggregate principal amount equal to the
     unredeemed portion thereof will be issued; and

          (9) if Certificated Securities have been issued and fewer than all the
     outstanding Securities are to be redeemed, the certificate number and the
     principal amounts of the particular Securities to be redeemed.

     (c) If any of the Securities to be redeemed is in the form of a Global
Security, then the Company shall modify such notice to the extent necessary to
accord with the procedures of the Depositary applicable to redemptions. At the
Company's written request, which request shall set forth all relevant
information required by clauses (1) through (9) of Section 3.03(b), the Trustee
shall give the notice of redemption to each Holder in the Company's name and at
the Company's expense; provided, however, that in all cases, the text of such
notice of redemption shall be prepared by the Company; and provided further that
the Company must make such request in writing at least five Business Days
(unless a shorter period shall be satisfactory to the Trustee) prior to the date
by which such notice of redemption must be given to the Holders in accordance
with this Section 3.03.

          Section 3.04. Effect of Notice of Redemption.

     Once notice of redemption is mailed, Securities called for redemption shall
become due and payable on the Redemption Date and at the Redemption Price stated
in the notice, except for Securities that are converted on a Conversion Date
prior to the Redemption Date in accordance with the provisions of this
Indenture. On or after the Redemption Date and upon presentation and surrender
to a Paying Agent, Securities called for redemption shall be paid at the
Redemption Price and such Securities shall no longer be convertible in
accordance with this Indenture.

          Section 3.05. Deposit of Redemption Price.

     (a) Prior to 10:00 a.m., New York City time, on the Redemption Date, the
Company shall deposit with a Paying Agent (or, if the Company acts as Paying
Agent, shall segregate and hold in trust) an amount of money (in immediately
available funds if deposited on such Redemption Date) sufficient to pay the
Redemption Price payable upon redemption of all Securities to be redeemed on
that date, other than Securities or portions thereof called for redemption on
that date which 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 the cancellation of Securities or the conversion of Securities
pursuant to Article 4 or, if such money is then held by the Company in trust and
is not required for such purpose, it shall be discharged from the trust.

     (b) If a Paying Agent holds, in accordance with the terms hereof, an amount
of money sufficient to pay the Redemption Price of any Security (or portion
thereof) for which a notice of redemption has been tendered and not withdrawn in
accordance with this Indenture then, on the Redemption Date, such Security (or
portion thereof) will cease to be outstanding and interest shall cease to
accrue, whether or not the Security (or portion thereof) is delivered to the
Paying Agent, and the rights of the Holder in respect thereof shall terminate
(other than the right to receive the Redemption Price as aforesaid).


                                      -29-

<PAGE>

          Section 3.06. Securities Redeemed in Part.

     Upon presentation and surrender of a Security that is redeemed 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 unredeemed portion of the
Security surrendered, provided that each new Security will be in a principal
amount of $1,000 or any integral multiple thereof.

          Section 3.07. Conversion Arrangement on Call for Redemption.

     In connection with any redemption of Securities, the Company may arrange
for the purchase and conversion into Common Stock of any Securities called for
redemption by an agreement with one or more investment banks or other purchasers
to purchase such Securities by paying to a Paying Agent (other than the Company
or any of its Affiliates) in trust for the Holders, on or before 10:00 a.m., New
York City time, on the Redemption Date, an amount that, together with any
amounts deposited with such Paying Agent by the Company for the redemption of
such Securities, is not less than the Redemption Price with respect to such
Securities. Notwithstanding anything to the contrary contained in this Article
3, the obligation of the Company to pay the Redemption Price of such Securities
shall be deemed to be satisfied and discharged to the extent such amount is so
paid by such investment banks or other purchasers; provided, however, that
nothing in this Section 3.07 shall relieve the Company of its obligation to pay
the Redemption Price on Securities called for redemption, other than Securities
or portions thereof called for redemption which have been delivered by the
Company to the Trustee for cancellation or have been converted. If such an
agreement with one or more investment banks or other purchasers is entered into,
any Securities called for redemption and not surrendered for conversion by the
Holders thereof prior to the relevant Redemption Date may, at the option of the
Company, be deemed, to the fullest extent permitted by law, acquired by such
purchasers from such Holders and (notwithstanding anything to the contrary
contained in Article 4) surrendered by such purchasers for conversion, all as of
the close of business on the second Business Day immediately preceding the
Redemption Date, subject to payment of the above amount as aforesaid. The Paying
Agent shall hold and pay to the Holders whose Securities are selected for
redemption any such amount paid to it for purchase in the same manner as it
would money deposited with it by the Company for the redemption of Securities.
Without the Paying Agent's prior written consent, no arrangement between the
Company and such purchasers for the purchase and conversion of any Securities
shall increase or otherwise affect any of the powers, duties, responsibilities
or obligations of the Paying Agent as set forth in this Indenture, and the
Company agrees to indemnify the Paying Agent from, and hold it harmless against,
any loss, liability or expense arising out of or in connection with any such
arrangement for the purchase and conversion of any Securities between the
Company and such purchasers, including the costs and expenses incurred by the
Paying Agent in the defense of any claim or liability arising out of or in
connection with the exercise or performance of any of its powers, duties,
responsibilities or obligations under this Indenture.

          Section 3.08. Purchase of Securities at Option of the Holder Upon a
Fundamental Change.

     (a) If a Fundamental Change occurs prior to the Final Maturity Date, each
Holder of a Security shall have the right, at the option of the Holder, to
require the Company to purchase for cash all or any portion of the Securities of
such Holder equal to $1,000 principal amount (or any integral multiple thereof)
at the Fundamental Change Purchase Price, on the date specified by the Company
that is 30 Business Days after the later of the Fundamental Change Effective
Date and the date the Issuer Fundamental Change Notice is given by the Company
pursuant to subsection 3.08(b) (the "Fundamental Change Purchase Date").


                                      -30-

<PAGE>

     (b) On or before the 30th day after the Company knows or reasonably should
know of the occurrence of a Fundamental Change, the Company shall mail a written
notice of the Fundamental Change and of the resulting purchase right to the
Trustee, Paying Agent and to each Holder of record of Securities (the "Issuer
Fundamental Change Notice"). The Issuer Fundamental Change Notice shall include
the form of a Fundamental Change Purchase Notice (defined below) to be completed
by the Holder and shall state:

          (1) the events causing such Fundamental Change;

          (2) the date (or expected date) of such Fundamental Change;

          (3) the last date by which the Fundamental Change Purchase Notice must
     be delivered to elect the purchase option pursuant to this Section 3.08;

          (4) the Fundamental Change Purchase Date;

          (5) the Fundamental Change Purchase Price;

          (6) the Holder's right to require the Company to purchase the
     Securities;

          (7) the name and address of each Paying Agent and Conversion Agent;

          (8) the then effective Conversion Rate and any adjustments to the
     Conversion Rate resulting from such Fundamental Change;

          (9) the procedures that the Holder must follow to exercise rights
     under Article 4 of this Indenture and that Securities as to which a
     Fundamental Change Purchase Notice has been given may be converted into
     Common Stock pursuant to Article 4 of this Indenture only to the extent
     that the Fundamental Change Purchase Notice has been withdrawn in
     accordance with the terms of this Indenture;

          (10) the procedures that the Holder must follow to exercise rights
     under this Section 3.08;

          (11) the procedures for withdrawing a Fundamental Change Purchase
     Notice;

          (12) that, unless the Company fails to pay such Fundamental Change
     Purchase Price, Securities covered by any Fundamental Change Purchase
     Notice will cease to be outstanding and interest will cease to accrue on
     and after the Fundamental Change Purchase Date; and

          (13) the CUSIP number of the Securities.

     At the Company's written request, the Trustee shall give such Issuer
Fundamental Change Notice in the Company's name and at the Company's expense;
provided, that, in all cases, the text of such Issuer Fundamental Change Notice
shall be prepared by the Company. In connection with the delivery of the Issuer
Fundamental Change Notice to the Holders, the Company shall publish a notice
containing substantially the same information that is required in the Issuer
Fundamental Change Notice in a newspaper of general circulation in the City of
New York or publish information on a website of the Company or through such
other public medium the Company may use at that time. If any of the Securities
is in the form of a Global Security, then the Company shall modify such notice
to the extent necessary to accord with the Applicable Procedures relating to the
purchase of Global Securities.


                                      -31-

<PAGE>

     (c) A Holder may exercise its rights specified in Section 3.08(a) upon
delivery of a written notice (which shall be in substantially the form attached
as Exhibit A under the heading "Fundamental Change Purchase Notice" and which
may be delivered by letter, overnight courier, hand delivery, facsimile
transmission or in any other written form and, in the case of Global Securities,
may be delivered electronically or by other means in accordance with the
Depositary's Applicable Procedures) of the exercise of such rights (a
"Fundamental Change Purchase Notice") to the Paying Agent at any time prior to
the close of business on the Business Day immediately preceding the Fundamental
Change Purchase Date, subject to extension to comply with applicable law.

          (1) The Fundamental Change Purchase Notice shall state: (A) the
     certificate number (if such Security is held other than in global form) of
     the Security which the Holder will deliver to be purchased (or, if the
     Security is held in global form, any other items required to comply with
     the Applicable Procedures), (B) the portion of the principal amount of the
     Security which the Holder will deliver to be purchased, which portion must
     be a principal amount of $1,000 or any integral multiple thereof and (C)
     that such Security shall be purchased as of the Fundamental Change Purchase
     Date pursuant to the terms and conditions specified in the Securities and
     in this Indenture.

          (2) The delivery of a Security for which a Fundamental Change Purchase
     Notice has been timely delivered to any Paying Agent and not validly
     withdrawn prior to, on or after the Fundamental Change Purchase Date
     (together with all necessary endorsements) at the office of such Paying
     Agent shall be a condition to the receipt by the Holder of the Fundamental
     Change Purchase Price therefor.

          (3) The Company shall only be obliged to purchase, 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).

          (4) Notwithstanding anything herein to the contrary, any Holder
     delivering to a Paying Agent the Fundamental Change Purchase Notice
     contemplated by this Section 3.08(c) shall have the right to withdraw such
     Fundamental Change Purchase Notice in whole or in a portion thereof that is
     a principal amount of $1,000 or in an integral multiple thereof at any time
     prior to the close of business on the Business Day prior to the Fundamental
     Change Purchase Date by delivery of a written notice of withdrawal to the
     Paying Agent in accordance with Section 3.09(b).

          (5) A Paying Agent shall promptly notify the Company of the receipt by
     it of any Fundamental Change Purchase Notice or written withdrawal thereof.

          (6) Anything herein to the contrary notwithstanding, in the case of
     Global Securities, any Fundamental Change Purchase Notice may be delivered
     or withdrawn and such Securities may be surrendered or delivered for
     purchase in accordance with the Applicable Procedures as in effect from
     time to time.

     (d) The Company shall deposit cash at the time and in the manner as
provided in Section 3.10, sufficient to pay the aggregate Fundamental Change
Purchase Price of all Securities to be purchased pursuant to this Section 3.08.


                                      -32-

<PAGE>

          Section 3.09. Effect of Fundamental Change Purchase Notice.

     (a) Upon receipt by any Paying Agent of a properly completed Fundamental
Change Purchase Notice from a Holder, the Holder of the Security in respect of
which such Fundamental Change Purchase Notice was given shall (unless such
Fundamental Change Purchase Notice is withdrawn as specified in Section 3.09(b)
or the Securities have previously been submitted for conversion) thereafter be
entitled to receive the Fundamental Change Purchase Price with respect to such
Security, subject to the occurrence of the Fundamental Change Effective Date.
Such Fundamental Change Purchase Price shall be paid to such Holder promptly,
but no later than two Business Days, following the later of (1) the Fundamental
Change Purchase Date (provided that the conditions in Section 3.08 have been
satisfied) and (2) the time of delivery of such Security to a Paying Agent by
the Holder thereof in the manner required by Section 3.08(c). Securities in
respect of which a Fundamental Change Purchase Notice has been given by the
Holder thereof may not be converted into shares of Common Stock pursuant to
Article 4 on or after the date of the delivery of such Fundamental Change
Purchase Notice unless such Fundamental Change Purchase Notice has first been
validly withdrawn in accordance with Section 3.09(b) with respect to the
Securities to be converted.

     (b) A Fundamental Change Purchase Notice may be withdrawn by means of a
written notice (which may be delivered by mail, overnight courier, hand
delivery, facsimile transmission or in any other written form and, in the case
of Global Securities, may be delivered electronically or by other means in
accordance with the Applicable Procedures) of withdrawal delivered by the Holder
to a Paying Agent at any time prior to the close of business on the Business Day
immediately prior to the Fundamental Change Purchase Date, specifying (1) the
principal amount of the Security or portion thereof (which must be a principal
amount of $1,000 or an integral multiple of $1,000 in excess thereof) with
respect to which such notice of withdrawal is being submitted, (2) if
certificated Securities have been issued, the certificate number of the Security
being withdrawn in whole or in part (or if the Securities are not certificated,
such written notice must comply with the procedures of the Depositary) and (3)
the portion of the principal amount of the Security that will remain subject to
the Fundamental Change Purchase Notice, which portion must be a principal amount
of $1,000 or an integral multiple thereof.

          Section 3.10. Deposit of Fundamental Change Purchase Price.

     (a) On or before 10:00 a.m. New York City time on the Business Day
following the applicable Fundamental Change Purchase Date, the Company shall
deposit with the Trustee or with a Paying Agent (or if the Company or an
Affiliate of the Company 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 or after such Fundamental Change Purchase Date),
sufficient to pay the aggregate Fundamental Change Purchase Price of all the
Securities or portions thereof that are to be purchased as of the Fundamental
Change Purchase Date.

     (b) If a Paying Agent or the Trustee holds on, or the Business Day
following, the Fundamental Change Purchase Date, in accordance with the terms
hereof, an amount of money sufficient to pay the Fundamental Change Purchase
Price of any Security (or portion thereof) for which a Fundamental Change
Purchase Notice has been tendered and not withdrawn in accordance with this
Indenture then, immediately following the applicable Fundamental Change Purchase
Date, whether or not the Security is delivered to the Paying Agent, such
Security shall cease to be outstanding, interest (including Additional Interest
and Contingent Interest, if any), shall cease to accrue, and the rights of the
Holder in respect of the Security shall terminate (other than the right to
receive the Fundamental Change Purchase Price upon delivery of the Security as
aforesaid).


                                      -33-

<PAGE>

     (c) The Paying Agent will promptly return to the respective Holders thereof
any Securities with respect to which a Fundamental Change Purchase Notice has
been withdrawn in compliance with this Indenture.

     (d) If a Fundamental Change Purchase Date falls after a Regular Record Date
and on or before the related Interest Payment Date, then interest on the
Securities payable on such Interest Payment Date will be payable to the Holders
in whose names the Securities are registered at the close of business on such
Regular Record Date.

          Section 3.11. Repayment to the Company.

     To the extent that the aggregate amount of cash deposited by the Company
pursuant to Section 3.10 exceeds the aggregate Fundamental Change Purchase Price
of the Securities or portions thereof that the Company is obligated to purchase,
then promptly after the Fundamental Change Purchase Date the Trustee or a Paying
Agent, as the case may be, shall return any such excess cash to the Company, or
if such money is then held by the Company in trust, it shall be discharged from
the trust.

          Section 3.12. Purchase of Securities at Option of the Holder on
Specified Dates.

     (a) Securities shall be purchased in cash in whole or in part (which must
be equal to $1,000 principal amount or any integral multiple thereof) by the
Company, at the option of Holders, in accordance with the provisions of this
Section 3.12 and paragraph 8 of the Securities promptly on April 1, 2011, April
1, 2016 and April 1, 2021 (each, a "Put Right Purchase Date"), or the time of
the surrender of the Securities, if later, for cash at a purchase price equal to
100% of the principal amount of the surrendered Securities together with accrued
but unpaid interest, if any, and Contingent Interest, if any, up to but
excluding the applicable Put Right Purchase Date (the "Put Right Purchase
Price"). If the Put Right Purchase Date falls after a Regular Record Date and on
or before the related Interest Payment Date, interest, including Contingent
Interest, if any, on the Securities payable on such Interest Payment Date will
be payable to the Holders in whose name the Securities are registered at the
close of business on such Regular Record Date.

     (b) Unless the Company has issued a notice to redeem the Securities
pursuant to Section 3.03 hereof, the Company shall give written notice of the
applicable Put Right Purchase Date by notice sent by first-class mail to the
Trustee and to each Holder (at its address shown in the register of the
Registrar) and to beneficial Holders as required by applicable law not less than
20 Business Days prior to each Put Right Purchase Date (the "Company Put Right
Notice"). Each Company Put Right Notice shall include a form of Put Right
Purchase Notice (defined below) to be completed by a Holder and shall state:

          (1) the Put Right Purchase Price, for the applicable Put Right
     Purchase Date and the Conversion Rate then in effect;

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

          (3) that Securities as to which a Put Right Purchase Notice has been
     given may be converted, if they are otherwise convertible, only in
     accordance with Article 4 hereof and paragraph 9 of the Securities and only
     to the extent that the Put Right Purchase Notice has been withdrawn in
     accordance with the terms of this Indenture;

          (4) that Securities must be surrendered to the Paying Agent as a
     condition to collecting payment of the Put Right Purchase Price;


                                      -34-

<PAGE>

          (5) that the Put Right Purchase Price for any Security as to which a
     Put Right Purchase Notice has been given and not withdrawn will be paid
     promptly following the later of the Put Right Purchase Date and the time of
     surrender of such Security as described in subclause (4) above;

          (6) the procedures the Holder must follow to exercise rights under
     this Section 3.12 and a brief description of those rights;

          (7) the procedures for withdrawing a Put Right Purchase Notice
     (including a summary of the terms of Section 3.12(g));

          (8) that, unless the Company fails to pay such Put Right Purchase
     Price on Securities for which a Put Right Purchase Notice has been
     submitted, such Securities shall no longer be outstanding and interest
     (including Contingent Interest, if any) on such Securities will cease to
     accrue on and after the Put Right Purchase Date; and

          (9) the CUSIP number of the Securities.

     (c) If any of the Securities are to be purchased in the form of a Global
Security, the Company shall modify such notice to the extent necessary to accord
with the Applicable Procedures relating to such purchases of Global Securities.

     (d) At the Company's written request, the Trustee shall give such Company
Put Right Notice on behalf of the Company and at the Company's expense;
provided, however, that, in all cases, the text of such Company Put Right Notice
shall be prepared by the Company; provided further that the Company shall make
such request and deliver the text of such Company Put Right Notice at least five
Business Days (unless a shorter period shall be satisfactory to the Trustee)
prior to the date by which such Company Put Right Notice must be given in
accordance with this Section 3.12.

     (e) To exercise its rights pursuant to this Section 3.12, the Holder shall
deliver to the Paying Agent a properly completed put right purchase notice
(which shall be in substantially the form attached as Exhibit A under the
heading "Put Right Purchase Notice" and which may be delivered by letter,
overnight courier, hand delivery, facsimile transmission or in any other written
form and, in the case of Global Securities, may be delivered electronically or
by other means in accordance with the Depositary's Applicable Procedures) (each,
a "Put Right Purchase Notice") at any time from the opening of business on the
date that is 20 Business Days prior to the applicable Put Right Purchase Date
until the close of business on the Business Day immediately preceding the Put
Right Purchase Date stating:

          (1) certificated Securities have been issued, the certificate number
     of the Security that the Holder will deliver to be purchased (or if the
     Securities are not certificated, the Put Right Purchase Notice must comply
     with the Applicable Procedures relating to purchases);

          (2) the portion of the principal amount of the Security which the
     Holder will deliver to be purchased, which portion must be a principal
     amount of $1,000 or an integral multiple thereof; and

          (3) that such Security shall be purchased as of the applicable Put
     Right Purchase Date pursuant to the terms and conditions in this Section
     3.12 and paragraph 8 of the Securities.

     (f) The Company shall pay the Put Right Purchase Price for all Securities
with respect to which a Put Right Purchase Notice is given and not validly
withdrawn (provided that the Securities have


                                      -35-

<PAGE>

not previously been submitted for conversion), upon the later of (A) the
applicable Put Right Purchase Date (provided that the conditions in this Section
3.12 have been satisfied) and (B) delivery of such Securities to the Paying
Agent (together with all necessary endorsements) at the offices of the Paying
Agent (if the Securities are not certificated, such delivery must comply with
the Applicable Procedures relating to purchases). Delivery of such Security
shall be a condition to receipt by the Holder of the Put Right Purchase Price
therefor. The Put Right Purchase Price shall be paid pursuant to this Section
3.12 only if the Security delivered to the Paying Agent conforms in all respects
to the description thereof in the related Put Right Purchase Notice, as
determined by the Company. Securities in respect of which a Put Right Purchase
Notice has been given by the Holder thereof, if convertible pursuant to Article
4, may not be converted pursuant to Article 4 on or after the date of the
delivery of such Put Right Purchase Notice unless such Put Right Purchase Notice
has first been validly withdrawn in accordance with Section 3.12(g) with respect
to the Securities to be converted.

     (g) Notwithstanding anything herein to the contrary, any Holder delivering
to the Paying Agent the Put Right Purchase Notice contemplated by this Section
3.12 shall have the right to withdraw such Put Right Purchase Notice in whole or
in part at any time prior to the close of business on the Business Day
immediately preceding the applicable Put Right Purchase Date by delivery of a
written notice (which may be delivered by mail, overnight courier, hand
delivery, facsimile transmission or in any other written form and, in the case
of Global Securities, may be delivered electronically or by other means in
accordance with the Applicable Procedures) of withdrawal to the Paying Agent
specifying:

          (1) the aggregate principal amount of the Security (which must be
     equal to $1,000 or any integral multiple thereof) with respect to which
     such notice of withdrawal is being submitted,

          (2) the certificate number, if any, of the Security in respect of
     which such notice of withdrawal is being submitted (or, if the Securities
     are not certificated, the withdrawal notice must comply with the Applicable
     Procedures relating to withdrawals), and

          (3) the aggregate principal amount, if any, of such Security which
     remains subject to the original Put Right Purchase Notice and which has
     been or will be delivered for purchase by the Company, which portion must
     be a principal amount of $1,000 or an integral multiple thereof.

     (h) The Paying Agent shall promptly notify the Company of the receipt by it
of any Put Right Purchase Notice or written notice of withdrawal thereof. The
Paying Agent will promptly return to the respective Holders thereof any
Securities with respect to which a Put Right Purchase Notice has been withdrawn
in compliance with this Indenture.

     (i) On or before 10:00 a.m. New York City time on the Business Day
following the applicable Put Right Purchase Date, the Company shall deposit with
the Trustee or with the Paying Agent (or if the Company or an Affiliate of the
Company 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 or after such Put Right Purchase Date) sufficient to pay the
aggregate Put Right Purchase Price of all the Securities or portions thereof
which are to be purchased as of the Put Right Purchase Date.

          (1) If a Paying Agent or the Trustee holds on the Business Day after
     the Put Right Purchase Date, in accordance with the terms hereof, an amount
     of money sufficient to pay the Put Right Purchase Price of any Security for
     which a Put Right Notice has been tendered and not withdrawn, then,
     immediately after the applicable Put Right Purchase Date, whether or not
     the Security is delivered to the Paying Agent, such Security will cease to
     be outstanding, interest (including Additional Interest and Contingent
     Interest, if any) shall cease to accrue and the rights


                                      -36-

<PAGE>

     of the Holder in respect of the Security shall terminate (other than the
     right to receive the Put Right Purchase Price upon delivery of the Security
     as aforesaid).

          (2) To the extent that the aggregate amount of cash deposited by the
     Company pursuant to this Section 3.12(i) exceeds the aggregate Put Right
     Purchase Price of the Securities or portions thereof that the Company is
     obligated to purchase, then promptly after the Put Right Purchase Date the
     Trustee or a Paying Agent, as the case may be, shall return any such excess
     cash to the Company, or if such money is then held by the Company in trust,
     it shall be discharged from the trust.

     (j) The Company shall only be obligated to purchase, pursuant to this
Section 3.12, 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.

          Section 3.13. Securities Purchased In Part.

     Any Security that is to be purchased only in part shall be surrendered at
the office of a Paying Agent, and promptly after the Fundamental Change Purchase
Date or the Put Right Purchase Date, as the case may be, 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 such
authorized denomination or denominations as may be requested by such Holder
(which must be equal to $1,000 principal amount or any integral thereof), in
aggregate principal amount equal to, and in exchange for, the portion of the
principal amount of the Security so surrendered that is not purchased.

          Section 3.14. Compliance With Securities Laws Upon Purchase of
Securities.

     In connection with any offer to purchase Securities under Section 3.08 or
Section 3.12, the Company shall (a) comply with the provisions of the tender
offer rules under the Exchange Act which may then be applicable, (b) file the
related Schedule TO (or any successor or similar schedule, form or report) if
required under the Exchange Act, and (c) otherwise comply with all federal and
state securities laws in connection with such offer to purchase or purchase of
Securities, all so as to permit the rights of the Holders and obligations of the
Company under Sections 3.08 through 3.12 to be exercised in the time and in the
manner specified therein. To the extent that compliance with any such laws,
rules and regulations would result in a conflict with any of the terms hereof,
this Indenture is hereby modified to the extent required for the Company to
comply with such laws, rules and regulations.

          Section 3.15. Purchase of Securities In Open Market.

     The Company shall surrender any Security purchased by the Company pursuant
to this Article 3 to the Trustee for cancellation. Any Securities surrendered to
the Trustee for cancellation may not be reissued or resold by the Company and
will be canceled promptly in accordance with Section 2.12. The Company may
purchase Securities in the open market or by tender at any price or pursuant to
private agreements.


                                      -37-

<PAGE>

                                    ARTICLE 4

                                   CONVERSION

          Section 4.01. Conversion Privilege and Conversion Rate.

     (a) Subject to the obligation and the right of the Company to pay some or
all of the conversion consideration in cash in accordance with Section 4.13, and
upon compliance with the provisions of this Article 4, at the option of the
Holder thereof, any Security or portion thereof that is an integral multiple of
$1,000 principal amount may be converted into fully paid and nonassessable
shares (calculated as to each conversion to the nearest 1/100th of a share) of
Common Stock prior to the close of business on the Business Day immediately
preceding the Final Maturity Date or such earlier date set forth in this Article
4, unless previously redeemed by the Company or purchased by the Company at the
Holders' option, at the Conversion Rate in effect at such time, determined as
hereinafter provided, and subject to the adjustments described below, only under
the following circumstances:

          (1) during any calendar quarter commencing after March 31, 2006, and
     only during such calendar quarter, if, as of the last day of the
     immediately preceding calendar quarter, the Closing Price per share of the
     Common Stock for at least 20 Trading Days in the period of the 30
     consecutive Trading Days ending on the last Trading Day of such preceding
     calendar quarter was more than 120% of the applicable Conversion Price on
     the last day of such preceding fiscal quarter;

          (2) until the close of business on the second Business Day immediately
     preceding the Redemption Date if the Company elects to redeem the relevant
     Security pursuant to Section 3.01;

          (3) if the Company distributes to all holders of Common Stock rights
     or warrants entitling them to purchase, for a period expiring within 60
     days of the date of issuance, Common Stock, or securities convertible into
     Common Stock, at less than, or having a Conversion Price per share less
     than, the then current Closing Price per share of the Common Stock;

          (4) if the Company distributes to all holders of Common Stock assets,
     cash, debt securities or rights to purchase the Company's securities, which
     distribution has a per share value as determined by the Board of Directors
     exceeding 20.0% of the Closing Price per share of the Common Stock on the
     Trading Day immediately preceding the declaration date for such
     distribution;

          (5) if the Company is a party to any transaction or event (including,
     but not limited to, any consolidation, merger or binding share exchange,
     other than changes resulting from a subdivision or combination) pursuant to
     which all or substantially all shares of the Common Stock would be
     converted into cash, securities or other property;

          (6) if a Fundamental Change occurs;

          (7) at any time during the period beginning 10 Trading Days prior to
     the Final Maturity Date and ending at the close of business on the Business
     Day immediately preceding the Final Maturity Date; or

          (8) on any Business Day during the five Business Day period after any
     five consecutive Trading Day period in which the Trading Price per $1,000
     principal amount of Securities, as determined following a request by a
     Holder in accordance with the procedures


                                      -38-

<PAGE>

     described below in Section 4.01(e)(ii), for each day of that period was
     less than 98% of the product of the Closing Price of the Common Stock and
     the then applicable Conversion Rate per $1,000 principal amount of
     Securities.

     (b) In the case of a distribution contemplated by clauses (3) and (4) of
Section 4.01(a), the Company shall notify Holders and the Trustee at least 20
days prior to the ex-dividend date (defined below) for such distribution (the
"Distribution Notice"); provided that if the Company distributes rights pursuant
to a stockholder rights agreement, it shall give the Distribution Notice on the
first Business Day immediately after the Company is required to give notice
generally to its stockholders pursuant to such stockholder rights agreement if
such date is less than 20 days prior to the date of such distribution. Once the
Company has given the Distribution Notice, Holders may surrender their
Securities for conversion at any time until the earlier of the close of business
on the last Business Day preceding the ex-dividend date or the Company's
announcement that such distribution will not take place. In the event of a
distribution contemplated by clauses (3) and (4) of Section 4.01(a), Holders may
not convert the Securities if the Holders will otherwise participate in such
distribution. The "ex-dividend date" is the first date upon which a sale of the
Common Stock does not automatically transfer the right to receive the relevant
distribution from the seller of the Common Stock to its buyer. The Company will
provide written notice to the Conversion Agent as soon as reasonably practicable
of any anticipated or actual event or transaction that will cause or causes the
Securities to become convertible pursuant to clauses (3) or (4) of Section
4.01(a).

     (c) In the case of a transaction contemplated by clause (5) of Section
4.01(a) (regardless of whether the transaction constitutes a Fundamental
Change), the Company will notify Holders and the Trustee as promptly as
practicable following the date the Company publicly announces such transaction
(but in no event less than 15 days prior to the anticipated effective date of
such transaction, or, if such transaction also constitutes a Fundamental Change,
no later than the date the Issuer Fundamental Change Notice is provided).
Holders may surrender Securities for conversion at any time from and after the
date which is 15 days prior to the anticipated effective date of such
transaction until the earlier of the date which is 15 days after the actual
effective date of such transaction or the date of the Company's announcement
that such transaction will not take place.

     (d) In the case of a Fundamental Change, the Company shall notify the
Holders of Securities and the Trustee at least 15 days prior to the anticipated
effective date of any Fundamental Change that the Company knows or reasonably
should know will occur (a "Fundamental Change Conversion Notice"). If the
Company does not know, or should not reasonably know, that a Fundamental Change
will occur until the date that is within 15 days before the anticipated
effective date of such Fundamental Change, the Company shall deliver a
Fundamental Change Conversion Notice to the Holders and the Trustee promptly
after the Company has knowledge of such Fundamental Change. Holders may
surrender Securities for conversion at any time beginning 15 days before the
anticipated effective date of a Fundamental Change and until the Trading Day
immediately preceding the Fundamental Change Purchase Date (unless the Company
shall fail to make the Fundamental Change Purchase Price payment when due in
accordance with Article 3, in which case the conversion right shall terminate at
the close of business on the date such failure is cured and such Security is
purchased. Delivery by the Company of the Fundamental Change Conversion Notice
will satisfy the Company's obligation to deliver an Issuer Fundamental Change
Notice if it contains all the information that would otherwise be required in
such Issuer Fundamental Change Notice.

     (e)  (i) For each calendar quarter of the Company, beginning with the
     calendar quarter ending March 31, 2006, the Conversion Agent, on behalf of
     the Company, will determine, on the first Business Day following the last
     Trading Day of such calendar quarter, whether the Securities


                                      -39-

<PAGE>

     are convertible pursuant to clause (1) of Section 4.01(a), and, if so, will
     notify the Trustee (to the extent the Trustee is not also serving as the
     Conversion Agent) and the Company in writing.

          (ii) The Trustee shall have no obligation to determine the Trading
     Price of the Securities and whether the Securities are convertible pursuant
     to clause (8) of Section 4.01(a) 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 Trading Price per $1,000 principal amount of
     Securities would be less than 98% of the product of the Closing Price of
     the Common Stock and the then applicable Conversion Rate per $1,000
     principal amount of Securities. At such time, the Company shall instruct
     the Trustee to determine the Trading Price of the Securities beginning on
     the next Trading Day and on each successive Trading Day until the Trading
     Price per $1,000 principal amount of the Securities is greater than 98% of
     the product of the Closing Price of the Common Stock and the then
     applicable Conversion Rate per $1,000 principal amount of the Securities.

         (f) The conversion rights pursuant to this Article 4 shall commence on
the Issue Date of the Securities and expire at the close of business on the
Business Day immediately preceding the Final Maturity Date, but shall be
exercisable only during the time periods specified with respect to each
circumstance pursuant to which the Securities become convertible, subject, in
the case of conversion of any Global Security, to any Applicable Procedures. If
a Security is called for redemption pursuant to Section 3.01, such conversion
right contemplated by clause (2) of Section 4.02(a) shall commence on the date
of the notice of redemption and terminate at the close of business on the second
Business Day immediately preceding the Redemption Date for such Security (unless
the Company shall fail to make the Redemption Price payment when due in
accordance with Section 3.05, in which case the conversion right shall terminate
at the close of business on the date such failure is cured and such Security is
redeemed). If a Security is convertible as a result of a Fundamental Change,
such conversion right shall commence and terminate as set forth in Section
4.01(d). Securities in respect of which a Fundamental Change Purchase Notice or
a Put Right Repurchase Notice, as the case may be, has been delivered, if
convertible pursuant to this Article 4, may not be surrendered for conversion
pursuant to this Article 4 prior to a valid withdrawal of such Fundamental
Change Notice or Put Right Purchase Notice, as the case may be, in accordance
with the provisions of Article 3.

     (g) Provisions of this Indenture that apply to conversion of all of a
Security also apply to conversion of a portion of a Security.

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

     (i) The Conversion Rate shall be adjusted in certain instances as provided
in Section 4.01(j) and Section 4.06.

     (j) If on or prior to April 6, 2011, there shall have occurred a
transaction described in clauses (1), (2), (3) or (5) of the definition of a
Change in Control, and a Holder elects to convert its Securities "in connection
with" such Change in Control transaction, the Company shall pay a "Make Whole
Premium." by increasing the applicable Conversion Rate for the Securities
surrendered for conversion by a number of additional shares of Common Stock as
provided below (the "Additional Shares"). The number of Additional Shares per
$1,000 principal amount of Securities constituting the Make Whole Premium shall
be determined by reference to the table below, based on the Fundamental Change
Effective Date of such Change in Control and the Stock Price; provided that if
the Stock Price or Fundamental Change Effective


                                      -40-

<PAGE>

Date are not set forth on the table: (i) if the actual Stock Price on the
Fundamental Change Effective Date is between two Stock Prices on the table or
the actual Fundamental Change Effective Date is between two Fundamental Change
Effective Dates on the table, the Make Whole Premium will be determined by a
straight-line interpolation between the Make Whole Premiums set forth for the
higher and lower Stock Prices and the two Fundamental Change Effective Dates on
the table based on a 365-day year, as applicable, (ii) if the actual Stock Price
on the Fundamental Change Effective Date exceeds $120.00 per share of Common
Stock, subject to adjustment as set forth herein, no Make Whole Premium will be
paid, and (iii) if the actual Stock Price on the Fundamental Change Effective
Date is less than $37.91 per share of Common Stock, subject to adjustment as set
forth herein, no Make Whole Premium will be paid. If Holders of Common Stock
receive only cash in the Change in Control transaction, the Stock Price shall be
the cash amount paid per share of Common Stock in connection with the Change in
Control transaction. Otherwise, the Stock Price shall be equal to the average
Closing Price of Common Stock over the 10 consecutive Trading Day period ending
on the Trading Day immediately preceding, and excluding, the applicable
Fundamental Change Effective Date.

     Make Whole Premium Upon a Fundamental Change (Number of Additional Shares)

<TABLE>
<CAPTION>
STOCK PRICE ON
  FUNDAMENTAL                             EFFECTIVE DATE
    CHANGE       ----------------------------------------------------------------
EFFECTIVE DATE   1/31/2006   4/1/2007   4/1/2008   4/1/2009   4/1/2010   4/6/2011
--------------   ---------   --------   --------   --------   --------   --------
<S>              <C>         <C>        <C>        <C>        <C>        <C>
    $ 37.91         5.27       5.27       5.27       5.27       5.27       0.00
    $ 45.00         3.66       3.39       3.10       2.73       2.21       0.00
    $ 50.00         2.96       2.65       2.31       1.89       1.29       0.00
    $ 55.00         2.47       2.15       1.80       1.38       0.80       0.00
    $ 60.00         2.11       1.80       1.47       1.06       0.56       0.00
    $ 65.00         1.85       1.55       1.23       0.87       0.43       0.00
    $ 70.00         1.65       1.36       1.07       0.74       0.36       0.00
    $ 75.00         1.49       1.22       0.95       0.65       0.32       0.00
    $ 80.00         1.36       1.11       0.86       0.59       0.30       0.00
    $ 90.00         1.17       0.95       0.74       0.51       0.26       0.00
    $100.00         1.04       0.84       0.65       0.45       0.23       0.00
    $120.00         0.86       0.69       0.54       0.37       0.19       0.00
</TABLE>

     The Stock Prices set forth in the first column of the table above will be
adjusted as of any date on which the Conversion Rate of the Securities is
adjusted other than an adjustment pursuant to the Make Whole Premium described
above. The adjusted Stock Prices will equal the Stock Prices applicable
immediately prior to such adjustment multiplied by a fraction, the numerator of
which is the Conversion Rate immediately prior to the adjustment giving rise to
the Stock Price adjustment and the denominator of which is the Conversion Rate
as so adjusted. The number of Additional Shares set forth in the table above
will be adjusted in the same manner as the Conversion Rate as set forth in
Section 4.06 hereof, other than as a result of an adjustment to the Conversion
Rate by adding the Make Whole Premium as described above.

     Notwithstanding the foregoing, in no event will the total number of shares
of Common Stock issuable upon conversion of a Security exceed 26.3782 per $1,000
principal amount of Securities, subject to proportional adjustment in the same
manner as the Conversion Rate as set forth in clauses (1) through (4) of Section
4.06(a) hereof.


                                      -41-

<PAGE>

     (k) By delivering the amount of cash and/or the number of shares of Common
Stock issuable on conversion to the Trustee, the Company will be deemed to have
satisfied its obligation to pay the principal amount of the Securities so
converted and its obligation to pay accrued and unpaid interest (including
Additional Interest and Contingent Interest, if any), attributable to the period
from the most recent Interest Payment Date through the Conversion Date (which
amount will be deemed paid in full rather than cancelled, extinguished or
forfeited).

     (l) Notwithstanding anything else contained herein, the Securities shall
not become subject to conversion by reason of a merger, consolidation, or other
transaction effected with one of the Company's direct or indirect Subsidiaries
for the purpose of changing the Company's state of incorporation to any other
state within the United States or the District of Columbia.

          Section 4.02. Conversion Procedure.

     (a) To convert a Security, a Holder must (1) complete and manually sign the
conversion notice on the back of the Security (which shall be in substantially
the form attached as Exhibit A under the heading "Conversion Notice") and
deliver such notice to the Conversion Agent, (2) surrender the Security to the
Conversion Agent, (3) furnish appropriate endorsements and transfer documents if
required by the Conversion Agent, (4) pay an amount equal to the interest
(including Contingent Interest, if any) as required by Section 4.02(c) and (5)
pay all transfer or similar taxes, if required pursuant to Section 4.04. The
date on which the Holder of a Security satisfies all of those requirements is
the "Conversion Date" with respect to such Security. Upon the conversion of a
Security, the Company will pay the cash and deliver the shares of Common Stock,
as applicable, without service charge, as promptly as practicable after the
later of the Conversion Date and the date that all calculations necessary to
make such payment and delivery have been made, but in no event later than 10
Business Days after the later of those dates. Anything herein to the contrary
notwithstanding, in the case of Global Securities, conversion notices may be
delivered and such Securities may be surrendered for conversion in accordance
with clauses (3), (4) and (5) of this Section 4.02(a) and the Applicable
Procedures as in effect from time to time.

     (b) The person in whose name the shares of Common Stock are issuable upon
conversion shall be deemed to be a holder of record of such Common Stock on the
later of (i) the Conversion Date, (ii) the expiration of the period in which the
Company may elect to deliver cash in lieu of shares of Common Stock, or (iii) if
the Company elects to deliver cash in lieu of some, but not all, of such shares
of Common Stock, the date on which the amount of cash issuable per Security has
been determined; provided, however, that no surrender of a Security on any
Conversion 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 Common Stock upon conversion as the record holder or holders of such
shares of Common Stock on such date, but such surrender shall be effective to
constitute the person or persons entitled to receive such shares of 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 Rate in effect
on the Conversion Date 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. Except as set forth in this Indenture, no payment or
adjustment will be made for dividends or distributions declared or made on
shares of Common Stock issued upon conversion of a Security prior to the
issuance of such shares of Common Stock.

     (c) Holders of Securities surrendered for conversion (in whole or in part)
during the period from the close of business on any Regular Record Date to the
opening of business on the next succeeding Interest Payment Date will receive
the semi annual interest (including Additional Interest and Contingent Interest,
if any) payable on such Securities on the corresponding Interest Payment Date
notwithstanding


                                      -42-

<PAGE>

the conversion, and such interest shall be payable on the corresponding Interest
Payment Date to the Holder of the Security as of the close of business on the
Regular Record Date. Upon surrender of any such Securities for conversion after
the close of business on such Regular Record Date, such Securities shall also be
accompanied by payment by the Holders of such Securities in funds to the
Conversion Agent acceptable to the Company of an amount equal to the interest
(including Additional Interest and Contingent Interest, if any) payable on such
corresponding Interest Payment Date; provided that no such payment need be made
(1) if the Company has specified a Redemption Date that is after a Regular
Record Date and on or prior to the corresponding Interest Payment Date, (2) if
the Company has specified a Fundamental Change Purchase Date that is after a
Regular Record Date and on or prior to the corresponding Interest Payment Date,
or (3) to the extent of any overdue interest (including Additional Interest and
Contingent Interest, if any), if any overdue interest (including Additional
Interest and Contingent Interest, if any) exists at the time of conversion with
respect to such Security. Except as otherwise provided in this Section 4.02(c),
no payment or adjustment will be made for accrued and unpaid interest (including
Additional Interest and Contingent Interest, if any) on a converted Security.
Accrued and unpaid interest shall be deemed paid in full, rather than cancelled,
extinguished or forfeited. The Company shall not be required to convert any
Securities which are surrendered for conversion without payment of interest as
required by this Section 4.02(c).

     (d) Subject to Section 4.02(c), nothing in this Section shall affect the
right of a Holder in whose name any Security is registered at the close of
business on a Regular Record Date to receive the interest (including Additional
Interest and Contingent Interest, if any) payable on such Security on the
related Interest Payment Date in accordance with the terms of this Indenture,
the Securities and the Registration Rights Agreement. If a Holder converts more
than one Security at the same time, the amount of cash to be paid and the number
of shares of Common Stock issuable upon the conversion, if any (and the amount
of any cash in lieu of fractional shares pursuant to Section 4.03) shall be
based on the aggregate principal amount of all Securities so converted.

     (e) In the case of any Security which is converted in part only, upon such
conversion the Company shall execute and the Trustee shall authenticate and
deliver to the Holder thereof, without service charge, a new Security or
Securities of authorized denominations in an aggregate principal amount equal to
the, and in exchange for, unconverted portion of the principal amount of such
Security. A Security may be converted in part, but only if the principal amount
of such part is an integral multiple of $1,000 and the principal amount of such
Security to remain outstanding after such conversion is equal to $1,000 or any
integral multiple of $1,000 in excess thereof.

     (f) Upon the Company's determination that Holders are or will be entitled
to convert their Securities in accordance with the provisions of this Article 4,
the Company will promptly issue a press release or otherwise publicly disclose
this information and use its reasonable efforts to post such information on the
Company's website.

          Section 4.03. Fractional Shares.

     The Company will not issue fractional shares of Common Stock 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 that 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. In lieu of any fractional shares, the Company
will pay an amount in cash equal to the applicable portion of the average of the
Closing Prices of Common Stock for each of the 10 consecutive Trading Days of
the Conversion Reference Period rounding to the nearest whole cent.


                                      -43-

<PAGE>

          Section 4.04. Taxes on Conversion.

     If a Holder converts a Security, the Holder shall pay any transfer, stamp
or similar taxes or duties related to the issue or delivery of shares of Common
Stock upon such conversion. In addition, 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 Holder shall also pay any such tax with respect to cash
received in lieu of fractional shares. The Conversion Agent may refuse to
deliver the certificate representing the Common Stock being issued in a name
other than the Holder's name until the Conversion Agent receives a sum
sufficient to pay any tax which will be due because the shares are to be issued
in a name other than the Holder's name. Nothing herein shall preclude any tax
withholding required by law or regulation.

          Section 4.05. Company To Provide Common Stock.

     (a) 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 Common Stock, a sufficient number of shares of Common Stock to permit
the conversion of all outstanding Securities into shares of Common Stock.

     (b) All shares of 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 nonassessable and shall be free from preemptive
or similar rights and free of any lien or adverse claim as the result of any
action by the Company.

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

          Section 4.06. Adjustment of Conversion Rate.

     (a) The Conversion Rate shall be adjusted from time to time by the Company
as follows:

          (1) If the Company shall pay a dividend or make a distribution to all
     holders of outstanding Common Stock in shares of Common Stock, the
     Conversion Rate in effect immediately prior to the record date for the
     determination of shareholders entitled to receive such dividend or other
     distribution shall be increased so that the same shall equal the rate
     determined by multiplying the Conversion Rate in effect immediately prior
     to such record date by a fraction of which the numerator shall be the sum
     of the number of shares of Common Stock outstanding at the close of
     business on such record date plus the total number of shares of Common
     Stock constituting such dividend or other distribution and of which the
     denominator shall be the number of shares of Common Stock outstanding at
     the close of business on such record date. Such adjustment shall be made
     successively whenever any such dividend or distribution is made and shall
     become effective immediately after such record date. For the purpose of
     this Section 4.06 and otherwise in this Indenture, the number of shares of
     Common Stock at any time outstanding shall not include shares held in the
     treasury of the Company. The Company will not pay any dividend or make any
     distribution on Common Stock held in the treasury of the Company. If any
     dividend or distribution of the type described in this clause is declared
     but not so paid or made, the Conversion Rate shall again be adjusted to the
     Conversion Rate that would then be in effect if such dividend or
     distribution had not been declared.


                                      -44-

<PAGE>

          (2) If the Company shall subdivide its outstanding Common Stock into a
     greater number of shares, or combine its outstanding Common Stock into a
     smaller number of shares, the Conversion Rate in effect immediately prior
     to the day upon which such subdivision or combination becomes effective
     shall be, in the case of a subdivision of Common Stock, proportionately
     increased and, in the case of a combination of Common Stock,
     proportionately reduced. Such adjustment shall be made successively
     whenever any such subdivision or combination of the Common Stock occurs and
     shall become effective immediately after the date upon which such
     subdivision or combination becomes effective.

          (3) If the Company shall issue any rights or warrants to all holders
     of its outstanding Common Stock entitling them (for a period expiring
     within 45 days after such issuance) to subscribe for or purchase shares of
     Common Stock (or securities convertible into Common Stock) at a price per
     share (or having a Conversion Price per share) less than the Current Market
     Price per share of Common Stock (as determined in accordance with clause
     (8) of this Section 4.06(a)) on the record date for the determination of
     shareholders entitled to receive such rights or warrants, the Conversion
     Rate in effect immediately prior thereto shall be adjusted so that the same
     shall equal the rate determined by multiplying the Conversion Rate in
     effect immediately prior to such record date by a fraction of which the
     numerator shall be the number of shares of Common Stock outstanding at the
     close of business on such record date plus the number of additional shares
     of Common Stock offered (or into which the convertible securities so
     offered are convertible) and of which the denominator shall be the number
     of shares of Common Stock outstanding at the close of business on such
     record date plus the number of shares which the aggregate offering price of
     the total number of shares of Common Stock so offered for subscription or
     purchase (or the aggregate conversion price of the convertible securities
     so offered for subscription or purchase, which shall be determined by
     multiplying the number of shares of Common Stock issuable upon conversion
     of such convertible securities by the Conversion Price per share of Common
     Stock pursuant to the terms of such convertible securities) would purchase
     at the Current Market Price per share of Common Stock on such record date.
     Such adjustment shall be made successively whenever any such rights or
     warrants are issued, and shall become effective immediately after such
     record date. To the extent that shares of Common Stock (or securities
     convertible into Common Stock) are not delivered after the expiration of
     such rights or warrants, the Conversion Rate shall be readjusted to the
     Conversion Rate that would then be in effect had the adjustments made upon
     the issuance of such rights or warrants been made on the basis of delivery
     of only the number of shares of Common Stock actually delivered. If such
     rights or warrants are not so issued, the Conversion Rate shall again be
     adjusted to be the Conversion Rate that would then be in effect if the
     record date for the determination of shareholders entitled to receive such
     rights or warrants had not been fixed. In determining whether any rights or
     warrants entitle the shareholders to subscribe for or purchase shares of
     Common Stock at a price less than the Current Market Price per share of
     Common Stock and in determining the aggregate offering price of the total
     number of shares of Common Stock so offered, there shall be taken into
     account any consideration received by the Company for such rights or
     warrants and any amount payable on exercise or conversion thereof, the
     value of such consideration, if other than cash, to be determined by the
     Board of Directors.

          (4) If the Company shall make a dividend or other distribution to all
     holders of its Common Stock of shares of its Capital Stock, other than
     Common Stock, or evidences of indebtedness or other assets (including
     securities) of the Company (excluding (x) any issuance of rights or
     warrants for which an adjustment was made pursuant to Section 4.06(a)(3),
     (y) dividends and distributions in connection with a reclassification,
     change, consolidation, merger, combination, liquidation, dissolution,
     winding up, sale or conveyance resulting in a change in the conversion
     consideration pursuant to Section 4.10 and (z) any dividend or distribution
     paid


                                      -45-

<PAGE>

     exclusively in cash for which an adjustment was made pursuant to Section
     4.06(a)(6)) (the "Distributed Securities"), then in each such case (unless
     the Company distributes such Distributed Securities for distribution to the
     Holders of Securities on such dividend or distribution date (as if each
     Holder had converted such Security into Common Stock immediately prior to
     the record date with respect to such distribution)) the Conversion Rate in
     effect immediately prior to the record date fixed for the determination of
     shareholders entitled to receive such dividend or distribution shall be
     adjusted so that the same shall equal the rate determined by multiplying
     the Conversion Rate in effect immediately prior to such record date by a
     fraction of which the numerator shall be the Current Market Price per share
     of the Common Stock on such record date and of which the denominator shall
     be the Current Market Price per share on such record date less the fair
     market value (as determined by reference to the Current Market Price of the
     Distributed Securities) on such record date of the portion of the
     Distributed Securities so distributed applicable to one share of Common
     Stock (determined on the basis of the number of shares of Common Stock
     outstanding at the close of business on such record date). Such adjustment
     shall be made successively whenever any such distribution is made and shall
     become effective immediately after the record date for the determination of
     shareholders entitled to receive such distribution. In the event that such
     dividend or distribution is not so paid or made, the Conversion Rate shall
     again be adjusted to be the Conversion Rate that would then be in effect if
     such dividend or distribution had not been declared.

               If the then Fair Market Value (as so determined) of the portion
     of the Distributed Securities so distributed applicable to one share of
     Common Stock is equal to or greater than the Current Market Price per share
     of the Common Stock on such record date, in lieu of the foregoing
     adjustment, adequate provision shall be made so that each holder of a
     Security shall have the right to receive upon conversion the amount of
     Distributed Securities so distributed that such Holder would have received
     had such Holder converted each Security on such record date. If the Board
     of Directors determines the Fair Market Value of any distribution for
     purposes of this Section 4.06(a)(4) by reference to the actual or when
     issued trading market for any securities, it must in doing so consider the
     prices in such market over the same period used in computing the Current
     Market Price of the Common Stock.

               Notwithstanding the foregoing, if the securities distributed by
     the Company to all holders of its Common Stock consist of Capital Stock of,
     or similar equity interests in, a Subsidiary or other business unit of the
     Company (the "Spinoff Securities"), the Conversion Rate shall be adjusted,
     unless the Company makes an equivalent distribution to the Holders of the
     Securities, so that the same shall be equal to the rate determined by
     multiplying the Conversion Rate in effect on the record date fixed for the
     determination of shareholders entitled to receive such distribution by a
     fraction, the numerator of which shall be the sum of (A) the average
     Closing Price of one share of Common Stock over the 10 consecutive Trading
     Day period (the "Spinoff Valuation Period") commencing on and including the
     fifth Trading Day after the date on which ex-dividend trading commences for
     such distribution on the New York Stock Exchange, Nasdaq National Market or
     such other U.S. national or regional exchange or market on which the Common
     Stock is then listed or quoted and (B) the product of (i) the average
     Closing Price over the Spinoff Valuation Period of the Spinoff Securities
     multiplied by (ii) the number of Spinoff Securities distributed in respect
     of one share of Common Stock and the denominator of which shall be the
     average Closing Price of one share of Common Stock over the Spinoff
     Valuation Period, such adjustment to become effective immediately prior to
     the opening of business on the fifteenth Trading Day after the date on
     which ex-dividend trading commences; provided, however, that the Company
     may in lieu of the foregoing adjustment elect to make adequate provision so
     that each Holder of Securities shall have the right to receive upon
     conversion thereof


                                      -46-

<PAGE>

     the amount of such Spinoff Securities that such Holder of Securities would
     have received if such Securities had been converted on the record date with
     respect to such distribution.

          (5) With respect to any rights or warrants (the "Rights") that may be
     issued or distributed pursuant to any rights plan that the Company
     implements after the date of this Indenture (each a "Rights Plan"), in lieu
     of any adjustment required by any other provision of this Section 4.06 to
     the extent that such Rights Plan is in effect at the time of any
     conversion, the Holders of Securities will receive, with respect to the
     shares of Common Stock issued upon conversion, the Rights described therein
     (whether or not the Rights have separated from the Common Stock at the time
     of conversion), subject to the limitations set forth in and in accordance
     with any such Rights Plan; provided that if, at the time of conversion,
     however, the Rights have separated from the shares of Common Stock in
     accordance with the provisions of the Rights Plan and the Holders would not
     be entitled to receive any rights in respect of the shares of Common Stock
     issuable upon conversion of the Securities as a result of the timing of the
     Conversion Date, the Conversion Rate will be adjusted as if the Company
     distributed to all holders of Common Stock Distributed Securities as
     provided in the first paragraph of clause (4) of this Section 4.06(a),
     subject to appropriate readjustment in the event of the expiration,
     termination, repurchase or redemption of the Rights. Any distribution of
     rights or warrants pursuant to a Rights Plan complying with the
     requirements set forth in the immediately preceding sentence of this
     paragraph shall not constitute a distribution of rights or warrants
     pursuant to this Section 4.06(a). Other than as specified in this clause
     (5) of this Section 4.06(a), there will not be any adjustment to the
     Conversion Rate as the result of the issuance of any Rights, the
     distribution of separate certificates representing such Rights, the
     exercise or redemption of such Rights in accordance with any Rights Plan or
     the termination or invalidation of any Rights.

          (6) If the Company shall, by dividend or otherwise, at any time
     distribute (a "Triggering Distribution") to all holders of its Common Stock
     a payment consisting exclusively of cash (excluding any dividend or
     distribution in connection with the liquidation, dissolution or winding up
     of the Company, whether voluntary or involuntary) in excess of $0.12 per
     share of Common Stock in respect of each fiscal quarter, whether or not
     paid in such fiscal quarter (the "Dividend Threshold Amount"), the
     Conversion Rate shall be increased so that the same shall equal the rate
     determined by multiplying such Conversion Rate in effect immediately prior
     to the close of business on the record date for such Triggering
     Distribution (a "Determination Date") by a fraction of which the numerator
     shall be such Current Market Price per share of the Common Stock on the
     Determination Date and the denominator of which shall be the Current Market
     Price per share of the Common Stock on the Determination Date less the
     amount by which such Triggering Distribution exceeds the Dividend Threshold
     Amount applicable to one share of Common Stock (determined on the basis of
     the number of shares of Common Stock outstanding at the close of business
     on the Determination Date), such increase to become effective immediately
     prior to the opening of business on the day following the date on which the
     Triggering Distribution is paid. If the amount by which such Triggering
     Distribution exceeds the Dividend Threshold Amount applicable to one share
     of Common Stock is equal to or greater than the Current Market Price per
     share of the Common Stock on the Determination Date, in lieu of the
     foregoing adjustment, adequate provision shall be made so that each Holder
     of a Security shall have the right to receive upon conversion the amount of
     cash so distributed that such Holder would have received had such Holder
     converted each Security on such Determination Date. In the event that such
     dividend or distribution is not so paid or made, the Conversion Rate shall
     again be adjusted to be the Conversion Rate that would then be in effect if
     such divided or distribution had not been declared. The Dividend Threshold
     Amount is subject to adjustment as a result of the events set forth in this
     Section 4.06(a) giving rise to an adjustment of the Conversion


                                      -47-

<PAGE>

     Rate; provided that no adjustment will be made to the Dividend Threshold
     Amount as a result of any event described in this clause (6) of Section
     4.06(a).

          (7) If any tender offer made by the Company or any of its Subsidiaries
     for all or any portion of Common Stock shall expire, then, if the tender
     offer shall require the payment to shareholders of consideration per share
     of Common Stock having a Fair Market Value (determined as provided below)
     that exceeds the Closing Price per share of Common Stock on the Trading Day
     next succeeding the last date (the "Expiration Date") tenders could have
     been made pursuant to such tender offer (as it may be amended) (the last
     time at which such tenders could have been made on the Expiration Date is
     hereinafter sometimes called the "Expiration Time"), the Conversion Rate
     shall be increased so that the same shall equal the rate determined by
     multiplying the Conversion Rate in effect immediately prior to the close of
     business on the Expiration Date by a fraction of which the numerator shall
     be the sum of (A) the Fair Market Value of the aggregate consideration
     payable to shareholders based on the acceptance (up to any maximum
     specified in the terms of the tender offer) of all shares validly tendered
     and not withdrawn as of the Expiration Time (the shares deemed so accepted,
     up to any such maximum, being referred to as the "Purchased Shares") and
     (B) the product of the number of shares of Common Stock outstanding (less
     any Purchased Shares and excluding any shares held in the treasury of the
     Company) at the Expiration Time and the Closing Price per share of Common
     Stock on the Trading Day next succeeding the Expiration Date and the
     denominator of which shall be the product of the number of shares of Common
     Stock outstanding (including Purchased Shares but excluding any shares held
     in the treasury of the Company) at the Expiration Time multiplied by the
     Closing Price per share of the Common Stock on the Trading Day next
     succeeding the Expiration Date, such increase to become effective
     immediately prior to the opening of business on the day following the
     Expiration Date. In the event that the Company is obligated to purchase
     shares pursuant to any such tender offer, but the Company is permanently
     prevented by applicable law from effecting any or all such purchases or any
     or all such purchases are rescinded, the Conversion Rate shall again be
     adjusted to be the Conversion Rate which would have been in effect based
     upon the number of shares actually purchased, if any. If the application of
     this clause (7) of Section 4.06(a) to any tender offer would result in a
     decrease in the Conversion Rate, no adjustment shall be made for such
     tender offer under this clause (7).

          For purposes of this Section 4.06, the term "tender offer" shall mean
     and include both tender offers and exchange offers, all references to
     "purchases" of shares in tender offers (and all similar references) shall
     mean and include both the purchase of shares in tender offers and the
     acquisition of shares pursuant to exchange offers, and all references to
     "tendered shares" (and all similar references) shall mean and include
     shares tendered in both tender offers and exchange offers.

          (8) For the purpose of any computation under this Section 4.06(a), the
     current market price (the "Current Market Price") per share of Common Stock
     or any Distributed Security on any date shall be deemed to be the average
     of the Closing Prices for the 10 consecutive Trading Days ending on the
     earlier of (A) the Determination Date or the Expiration Date, as the case
     may be, with respect to distributions or tender offers under this Section
     4.06(a) or (B) the "ex-date" with respect to distributions, issuances or
     other events requiring such computation under this Section 4.06.

     (b) In any case in which this Section 4.06 shall require that an adjustment
be made following a record date, a Determination Date or Expiration Date, as the
case may be, established for the purposes specified in this Section 4.06, the
Company may elect to defer (but only until five Business Days following the
filing by the Company with the Trustee of the certificate described in Section
4.08) issuing


                                      -48-

<PAGE>

to the Holder of any Security converted after such record date, Determination
Date or Expiration Date the shares of Common Stock and other Capital Stock of
the Company issuable upon such conversion over and above the shares of Common
Stock and other Capital Stock of the Company (or other cash, property or
securities, as applicable) issuable upon such conversion only on the basis of
the Conversion Rate prior to adjustment; and, in lieu of any cash, property or
securities the issuance of which is so deferred, the Company shall issue or
cause its transfer agents to issue due bills or other appropriate evidence
prepared by the Company of the right to receive such cash, property or
securities. If any distribution in respect of which an adjustment to the
Conversion Rate is required to be made as of the record date, Determination Date
or Expiration Date therefore is not thereafter made or paid by the Company for
any reason, the Conversion Rate shall be readjusted to the Conversion Rate which
would then be in effect if such record date had not been fixed or such record
date, Determination Date or Expiration Date had not occurred.

     (c) For purposes of this Section 4.06, "record date" shall mean, with
respect to any dividend, distribution or other transaction or event in which the
holders of Common Stock have the right to receive any cash, securities or other
property or in which the Common Stock (or other applicable security) is
exchanged or converted into any combination of cash, securities or other
property, the date fixed for determination of shareholders entitled to receive
such cash, security or other property (whether or not such date is fixed by the
Board of Directors or by statute, contract or otherwise).

     (d) For purposes hereof, the term "ex date" means (i) when used with
respect to any dividend or distribution, the first date on which the Common
Stock trades, regular way, on the relevant exchange or in the relevant market
from which the Current Market Price was obtained without the right to receive
such dividend or distribution; and (ii) when used with respect to any tender
offer or exchange offer, the first date on which the Common Stock trades,
regular way, on the relevant exchange or in the relevant market from which the
Current Market Price was obtained after the expiration time of such tender offer
or exchange offer (as it may be amended or extended).

     (e) If one or more event occurs requiring an adjustment be made to the
Conversion Rate for a particular period, adjustments to the Conversion Rate
shall be determined by the Company's Board of Directors to reflect the combined
impact of such Conversion Rate adjustment events, as set out in this Section
4.06, during such period.

     (f) Notwithstanding the provisions set forth in Section 4.06(a), in no
event shall the total number of shares of Common Stock issuable upon conversion
of a Security exceed 26.3782 per $1,000 principal amount of Securities, subject
to proportional adjustment in the same manner as the Conversion Rate as set
forth in clauses (1) through (4) of Section 4.06(a).

          Section 4.07. No Adjustment.

     (a) No adjustment in the Conversion Rate shall be required if Holders may
participate in the transactions set forth in Section 4.06 above (to the same
extent as if the Securities had been converted into shares of Common Stock
immediately prior to such transactions) without converting the Securities held
by such Holders.

     (b) No adjustment in the Conversion Rate shall be required unless such
adjustment would require an increase or decrease of at least 1% in the
Conversion Rate as last adjusted; provided, however, that any adjustments which
would be required to be made but for this Section 4.07(b) shall be carried
forward and taken into account in any subsequent adjustment. All calculations
under this Article 4 shall be made to the nearest cent or to the nearest one ten
thousandth of a share, as the case may be, with one half cent and 0.00005 of a
share, respectively, being rounded upward.


                                      -49-

<PAGE>

     (c) No adjustment in the Conversion Rate shall be required for issuances of
Common Stock pursuant to a Company plan for reinvestment of dividends or
interest or for a change in the par value or a change to no par value of the
Common Stock.

     (d) To the extent that the Securities become convertible into the right to
receive cash, no adjustment need be made thereafter as to the cash.

     (e) No adjustment in the Conversion Rate shall be required with respect to
accrued and unpaid interest on the Securities.

     (f) Except as otherwise provided herein, the Conversion Rate will not be
adjusted for the issuance of Common Stock or any securities convertible into or
exchangeable for Common Stock or carrying the right to purchase Common Stock or
any such security.

          Section 4.08. Notice of Adjustment.

     Whenever the Conversion Rate or conversion privilege is required to be
adjusted pursuant to this Indenture, the Company shall promptly mail, or cause
the Trustee or Conversion Agent to mail (as provided below), to Holders a notice
of the adjustment and file with the Trustee an Officer's Certificate briefly
stating the facts requiring the adjustment, the adjusted Conversion Rate and the
manner of computing it. Upon receipt by it of such notice, and at the written
request of the Company, the Trustee or Conversion Agent will promptly mail such
notice to Holders of Securities at the Company's expense. Failure to mail such
notice or any defect therein shall not affect the validity of any such
adjustment. Unless and until the Trustee shall receive an Officer's Certificate
setting forth an adjustment of the Conversion Rate, the Trustee may assume
without inquiry that the Conversion Rate has not been adjusted and that the last
Conversion Rate of which it has knowledge remains in effect.

          Section 4.09. Notice of Certain Transactions.

     In the event that there is a dissolution or liquidation of the Company, the
Company shall mail to Holders and file with the Trustee a notice stating the
proposed effective date. The Company shall mail such notice at least 20 days
before such proposed effective date. Failure to mail such notice or any defect
therein shall not affect the validity of any transaction referred to in this
Section 4.09.

          Section 4.10. Effect of Reclassification, Consolidation, Merger or
Sale on Conversion Privilege.

     (a) If any of following events occur (each, a "Business Combination"),
namely:

          (1) any recapitalization, reclassification or change of the Common
     Stock, other than (A) a change in par value, or from par value to no par
     value, or from no par value to par value, or (B) as a result of subdivision
     or a combination,

          (2) a consolidation, merger or combination of the Company with another
     Person, or

          (3) a sale, lease or other transfer to another Person of consolidated
     assets of the Company and its Subsidiaries substantially as an entirety, or

          (4) any statutory share exchange of the Company with another person,


                                      -50-

<PAGE>

in each case as a result of which holders of Common Stock are entitled to
receive stock, other securities, other property or assets (including cash or any
combination thereof) with respect to or in exchange for Common Stock, the
Company or the successor or purchasing corporation, as the case may be, shall
execute with the Trustee a supplemental indenture (which shall comply with the
TIA as in force at the date of execution of such supplemental indenture if such
supplemental indenture is then required to so comply) providing that the Holders
of the Securities then outstanding will be entitled thereafter to convert such
Securities into the kind and amount of shares of stock, other securities or
other property or assets (including cash or any combination thereof) which they
would have owned or been entitled to receive upon such Business Combination had
such Securities been converted into Common Stock immediately prior to such
Business Combination; provided, that Holders shall not be entitled to receive a
Make Whole Premium if such Holder does not convert its Securities "in connection
with" (as defined below) the relevant Fundamental Change. In the event holders
of Common Stock have the opportunity to elect the form of consideration to be
received in such Business Combination, the Company shall make adequate provision
whereby the Holders of the Securities shall have a reasonable opportunity to
determine the form of consideration into which all of the Securities, treated as
a single class, shall be convertible from and after the effective date of such
Business Combination. Such determination shall be (i) based on the weighted
average of elections made by Holders of the Securities who participate in such
determination, (ii) subject to any limitations to which all of the holders of
the Common Stock are subject, such as pro-rata reductions applicable to any
portion of the consideration payable in such Business Combination and (iii)
conducted in such a manner as to be completed by the date which is the earlier
of (a) the deadline for elections to be made by stockholders of the Company, and
(b) two Trading Days prior to the anticipated effective date of the Business
Combination. The Company shall provide notice of the opportunity to determine
the form of such consideration, as well as notice of the determination made by
Holders of the Securities (and the weighted average of elections), by issuing a
press release or providing other notice deemed appropriate by the Company, and
by providing a copy of such notice to the Trustee. In the event the effective
date of the Business Combination is delayed more than 10 days beyond the
initially anticipated effective date, Holders of the Securities shall be given
the opportunity to make subsequent similar determinations in regard to such
delayed effective date. Such supplemental indenture shall provide for
adjustments of the Conversion Rate and other appropriate numerical thresholds
which shall be as nearly equivalent as may be practicable to the adjustments of
the Conversion Rate provided for in this Article 4. If, in the case of any such
Business Combination, the stock or other securities and assets receivable
thereupon by a holder of shares of Common Stock includes shares of stock or
other securities and assets of a corporation other than the successor or
purchasing corporation, as the case may be, in such Business Combination, 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 shall reasonably consider necessary
by reason of the foregoing, including to the extent practicable the provisions
providing for the repurchase rights set forth in Article 3 hereof.

     For purposes of this Article 4, a conversion of Securities will be deemed
to be "in connection with" a Fundamental Change if the notice of conversion is
received by the Conversion Agent from and including the date that is 10 Trading
Days prior to the anticipated effective date of the Fundamental Change and prior
to and including the close of business on the Business Day prior to the
Fundamental Change Purchase Date.

     The Company shall cause notice of the execution of such supplemental
indenture to be mailed to each Holder, at the address of such Holder as it
appears on the Register, within 20 days after execution thereof. Failure to
deliver such notice shall not affect the legality or validity of such
supplemental indenture.

     The above provisions of this Section 4.10 shall similarly apply to
successive Business Combinations.


                                      -51-

<PAGE>

     The Company shall not become a party to any Business Combination unless its
terms are consistent in all material respects with the provisions of this
Section 4.10.

     None of the provisions of this Section 4.10 shall affect the right of a
Holder of Securities to convert its Securities into Common Stock prior to the
effective date of a Business Combination.

     If this Section 4.10(a) applies to any event or occurrence, Section 4.06
hereof shall not apply.

     (b) In the event the Company shall execute a supplemental indenture
pursuant to this Section 4.10, the Company shall promptly file with the Trustee
(1) an Officer's Certificate briefly stating the reasons therefore, the kind or
amount of shares of stock or other securities or property (including cash)
receivable by Holders of the Securities upon the conversion of their Securities
after any such reclassification, change, combination, consolidation, merger,
sale or conveyance, any adjustment to be made with respect thereto and that all
conditions precedent have been complied with and (2) an Opinion of Counsel that
all conditions precedent thereto and hereunder have been complied with, and
shall promptly mail notice thereof to all Holders. Failure to mail such notice
or any defect therein shall not affect the validity of such transaction and such
supplemental indenture.

          Section 4.11. Trustee's Disclaimer.

     (a) The Trustee shall have no duty to determine when an adjustment under
this Article 4 should be made, how it should be made or what such adjustment
should be, but may accept as conclusive evidence of that fact or the correctness
of any such adjustment, and shall be protected in relying upon, an Officer's
Certificate and Opinion of Counsel, including the Officer's Certificate with
respect thereto which the Company is obligated to file with the Trustee pursuant
to Section 4.08. The Trustee 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 4, including, without limitation, whether or not a
Supplemental Indenture is required to be executed.

     (b) The Trustee shall not be under any responsibility to determine the
correctness of any provisions contained in any supplemental indenture executed
pursuant to Section 4.10, but may accept as conclusive evidence of the
correctness thereof, and shall be fully protected in relying upon, the Officer's
Certificate and Opinion of Counsel, with respect thereto which the Company is
obligated to file with the Trustee pursuant to Section 4.10.

          Section 4.12. Voluntary Increase.

     The Company from time to time may increase the Conversion Rate, to the
extent permitted by law and subject to stockholder approval requirements, if
any, of any relevant national securities exchange or automated dealer quotation
system, by any amount for any period of time of at least 20 days, in which case,
the Company will provide at least 10 days' notice of such increase. In addition,
the Company may increase the Conversion Rate as the Board of Directors deems
advisable to avoid or diminish income tax to holders of shares of Common Stock
in connection with a dividend or distribution of stock, or rights to acquire
stock, or from any event treated as such for income tax purposes.

     Notwithstanding the foregoing paragraph, in no event will the total number
of shares of Common Stock issuable upon conversion of a Security exceed 26.3782
per $1,000 principal amount, subject to proportional adjustment in the same
manner as the Conversion Rate as set forth in clauses (1) through (4) of Section
4.06(a) hereof.


                                      -52-

<PAGE>

          Section 4.13. Payment of Cash in Lieu of Common Stock.

     (a) In lieu of delivery of some or all of the shares of Common Stock
otherwise issuable upon notice of conversion of any Securities, Holders
surrendering Securities for conversion shall receive for each $1,000 principal
amount of Securities surrendered: (A) cash in an amount equal to the lesser of
(1) $1,000 and (2) the Conversion Value; and (B) if the Conversion Value is
greater than $1,000, a number of shares of Common Stock (the "Remaining Shares")
equal to the sum of the Daily Share Amounts for each of the 10 consecutive
Trading Days in the Conversion Reference Period, appropriately adjusted to
reflect stock splits, stock dividends, combinations or similar events occurring
during the Conversion Reference Period, subject to the Company's right to
deliver cash in lieu of all or a portion of such Remaining Shares as set forth
in Section 4.13(b). The Company will deliver such cash and any shares of Common
Stock, together with any cash payable for fractional shares, to such Holder in
accordance with Section 4.02(a).

     (b) The Company may elect to pay cash to the Holders of Securities
surrendered for conversion in lieu of all or a portion of the Common Stock
otherwise issuable pursuant to Section 4.13(a). In such event, on any day prior
to the first Trading Day of the applicable Conversion Reference Period, the
Company may specify a percentage of the Daily Share Amount that will be settled
in cash (the "Cash Percentage"). If the Company elects to specify a Cash
Percentage, the amount of cash that the Company will deliver in respect of each
Trading Day in the applicable Conversion Reference Period will equal the product
of: (1) the Cash Percentage, (2) the Daily Share Amount for such Trading Day and
(3) the Closing Price of the Company's Common Stock on such Trading Day
(provided that after the consummation of a Change in Control in which the
consideration is comprised entirely of cash, the amount used in this clause (3)
will be the cash price per share received by holders of Common Stock in such
Change in Control). The number of shares that the Company shall deliver in
respect of each Trading Day in the applicable Conversion Reference Period will
be a percentage of the Daily Share Amount equal to 100% minus the Cash
Percentage. If the Company does not specify a Cash Percentage by the start of
the applicable Conversion Reference Period, the Company shall settle 100% of the
Daily Share Amount for each Trading Day in the applicable Conversion Reference
Period with shares of Common Stock; provided, however, that the Company shall
pay cash in lieu of fractional shares otherwise issuable upon conversion of the
Securities.

     (c) For the purposes of Sections 4.13(a) and (b), in the event that any of
Conversion Value, Daily Conversion Value, Daily Share Amounts, or Closing Price
is not calculable for all portions of the Conversion Reference Period, the
Company's Board of Directors shall in good faith determine the values necessary
to calculate the Conversion Value, Daily Conversion Value, Daily Share Amounts,
and Closing Price, as applicable.

                                    ARTICLE 5

                                    COVENANTS

          Section 5.01. Payment of Securities.

     (a) The Company shall promptly make all payments in respect of the
Securities on the dates and in the manner provided in the Securities and this
Indenture. A payment of principal or interest or Additional Interest or
Contingent Interest, if any, shall be considered paid on the date it is due if
the Paying Agent (other than the Company)(or if the Company is the Paying Agent,
the segregated account or separate trust fund maintained by the Company pursuant
to Section 2.04) holds by 10:00 a.m., New York City time, on that date money,
deposited by or on behalf of the Company sufficient to make the payment. Subject
to Section 4.02, accrued and unpaid interest on any Security that is payable
(whether or not punctually paid or duly provided for) on any Interest Payment
Date shall be paid to the Person in whose


                                      -53-

<PAGE>

name that Security is registered at the close of business on the Regular Record
Date for such interest at the office or agency of the Company maintained for
such purpose. Principal, the Put Right Purchase Price, the Fundamental Change
Purchase Price, and interest (including Contingent Interest and Additional
Interest, if any), in each case if payable, shall be considered paid on the
applicable date due if on such date (or, in the case of the Fundamental Change
Purchase Price, on the Business Day following the applicable Fundamental Change
Purchase Date) the Trustee or the Paying Agent holds, in accordance with this
Indenture, money sufficient to pay all such amounts then due. The Company shall,
to the fullest extent permitted by law, pay interest in immediately available
funds on overdue principal and interest at the annual rate borne by 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.

     (b) Payment of the principal of and interest, if any, on the Securities
shall be made at the office or agency of the Company maintained for that purpose
in the Borough of Manhattan, The City of New York (which shall initially be the
Corporate Trust Office of the Trustee) in such coin or currency of the United
States of America as at the time of payment is legal tender for payment of
public and private debts; provided, however, that at the option of the Company
payment of interest on any Certificated Securities having an aggregate principal
amount of $5,000,000 may be made by check mailed to the address of the Person
entitled thereto as such address appears in the Register; provided further that
a Holder of a Certificated Security having an aggregate principal amount of more
than $5,000,000 will be paid by wire transfer in immediately available funds at
the election of such Holder if such Holder has provided wire transfer
instructions to the Trustee at least 10 Business Days prior to the payment date.
Any wire transfer instructions received by the Trustee will remain in effect
until revoked by the Holder. In the case of a permanent Global Security,
interest payable on any applicable payment date will be paid to the Depositary,
with respect to that portion of such permanent Global Security held for its
account by Cede & Co. for the purpose of permitting such party to credit the
interest received by it in respect of such permanent Global Security to the
accounts of the beneficial owners hereof.

          Section 5.02. SEC Reports

     (a) The Company and each Guarantor, as the case may be, shall deliver to
the Trustee, within 15 days after it files them with the SEC, copies of all
annual reports, quarterly reports and other documents that the Company or any
Guarantor files with the SEC pursuant to Section 13 or 15(d) of the Exchange
Act; provided that any such reports and documents filed with the SEC pursuant to
its Electronic Data Gathering, Analysis and Retrieval system shall be deemed to
be filed with the Trustee.

     (b) Delivery of such reports and documents to the Trustee is for
informational purposes only and the Trustee's receipt of such shall not
constitute constructive notice of any information contained therein or
determinable from information contained therein, including the Company's or any
Guarantor's, as the case may be, compliance with any of its covenants hereunder
(as to which the Trustee is entitled to rely exclusively on Officer's
Certificates). The Trustee may assume that any reports required to be filed
under subsection (a) above have been filed with the SEC and shall have no
obligation to verify any such filing.

          Section 5.03. Compliance Certificates.

     The Company shall deliver to the Trustee, within one hundred twenty (120)
days after the end of each fiscal year of the Company (beginning with the fiscal
year ending December 31, 2006), an Officer's Certificate as to the signer's
knowledge of the Company's compliance with all conditions and covenants on its
part contained in this Indenture and stating whether or not the signer knows of
any Default or Event of Default. If such signer knows of such a Default or Event
of Default, the Officer's Certificate shall


                                      -54-

<PAGE>

describe the Default or Event of Default and the efforts to remedy the same. For
the purposes of this Section 5.03, compliance shall be determined without regard
to any grace period or requirement of notice provided pursuant to the terms of
this Indenture.

          Section 5.04. Further Instruments and Acts.

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

          Section 5.05. Maintenance of Corporate Existence.

     Subject to Article 6, the Company shall do or cause to be done all things
necessary to preserve and keep in full force and effect the corporate existence
and related rights and franchises (charter and statutory) of the Company and
each Restricted Subsidiary; provided, however, that the Company shall not be
required to preserve any such right or franchise or the corporate existence of
any such Restricted Subsidiary if the Board of Directors of the Company shall
determine that the preservation thereof is no longer necessary or desirable in
the conduct of the business of the Company and its Restricted Subsidiaries as a
whole; and provided, further, however, that the foregoing shall not prohibit a
sale, transfer or conveyance of a Restricted Subsidiary or any of its assets in
compliance with the terms of this Indenture.

          Section 5.06. Rule 144A Information Requirement.

     So long as any of the Securities remain outstanding, if at any time the
Company is not subject to Section 13 or 15(d) under the Exchange Act, the
Company will make available to any prospective purchaser of Securities or
beneficial owner of Securities in connection with any sale thereof the
information required by Rule 144A(d)(4) under the Securities Act, until such
time as the Securities have been registered under the Securities Act or until
such time as the Holders of the Securities have disposed of such Securities
pursuant to an effective registration statement under the Securities Act or
until such time when the Holders, other than Holders that are Affiliates of the
Company, are able to sell all such Securities immediately without restriction
pursuant to the provisions of Rule 144 under the Securities Act or any successor
thereto.

          Section 5.07. Stay, Extension And Usury Laws.

     The Company and the Guarantors covenant (to the extent that they may
lawfully do so) that they shall not at any time insist upon, plead, or in any
manner whatsoever claim or take the benefit or advantage of, any stay, extension
or usury law or other law which would prohibit or forgive the Company or a
Guarantor from paying all or any portion of the principal of or accrued but
unpaid interest (including Contingent Interest or Additional Interest, if any)
on the Securities as contemplated herein, wherever enacted, now or at any time
hereafter in force, or which may affect the covenants or the performance of this
Indenture, and the Company and the Guarantors (to the extent they may lawfully
do so) hereby expressly waives all benefit or advantage of any such law and
covenant that they will not, by resort to any such law, 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.

          Section 5.08. Payment of Additional Interest.

     If Additional Interest is payable by the Company pursuant to the
Registration Rights Agreement, the Company shall deliver to the Trustee an
Officer's Certificate to that effect within 30 days of such


                                      -55-

<PAGE>

obligation arising stating (i) the amount of such Additional Interest that is
payable, (ii) the reason why such Additional Interest is payable and (iii) the
record date for the payment of such Additional Interest and the date on which
such Additional Interest is payable. Unless and until a Trust Officer of the
Trustee receives such a certificate, the Trustee may assume without inquiry that
no such Additional Interest is payable. If the Company has paid Additional
Interest directly to the Persons entitled to such Additional Interest, the
Company shall deliver to the Trustee a certificate within 30 days of such
payment setting forth the particulars of such payment, and if such direct
payment is made there shall be no other obligation hereunder to pay such
Additional Interest.

          Section 5.09. Maintenance of Office or Agency.

     The Company shall maintain an office or agency where Securities may be
presented or surrendered for payment. The Company also will maintain an office
or agency where Securities may be surrendered for registration of transfer,
redemption or exchange and where notices and demands to or upon the Company in
respect of the Securities and this Indenture may be served. The office of the
Trustee, at its Corporate Trust Office, will be such office or agency of the
Company, unless the Company shall designate and maintain some other office or
agency for one or more of such purposes. The Company will give prompt written
notice to the Trustee of the location and any change in the location of any such
offices or agencies. If at any time the Company shall fail to maintain any such
required offices or agencies or shall fail to furnish the Trustee with the
address thereof, such presentations, surrenders, notices and demands may be made
or served at the office of the Trustee and the Company hereby appoints the
Trustee such agent as its agent to receive all such presentations, surrenders,
notices and demands.

     The Company may from time to time designate one or more other offices or
agencies (in or outside of The City of New York) where the Securities may be
presented or surrendered for any or all such purposes, and may from time to time
rescind such designation. The Company will give prompt written notice to the
Trustee of any such designation or rescission and any change in the location of
any such office or agency.

          Section 5.10. No Layering of Indebtedness.

     The Company shall not incur, create, issue, assume, guarantee or otherwise
become liable for any Indebtedness that is contractually subordinate or junior
in right of payment to any Senior Debt of the Company and senior in right of
payment to the Securities. For purposes of this Section 5.10, Section 11.01 and
Section 12.15, for the avoidance of doubt, no Indebtedness shall be deemed to be
subordinated in right of payment to any other Indebtedness solely by virtue of
being unsecured or secured by a junior priority lien or by virtue of the fact
that the holders of such Indebtedness have entered into intercreditor agreements
or other arrangements giving one or more of such holders priority over the other
holders in the collateral held by them.

          Section 5.11. Note Guarantees.

     (a) The Company shall not cause any future wholly owned Domestic
Subsidiary, other than a Guarantor or any other Subsidiary with a Consolidated
Equity of less than $100,000, directly or indirectly, to become a guarantor or
an obligor with respect to any other Indebtedness of the Company or any
Subsidiary thereof incurred in the United States unless such Subsidiary (a
"Future Guarantor") becomes a Guarantor under this Indenture at the times set
forth below except that (i) if such Indebtedness is by its terms Senior Debt,
any such assumption, guarantee or other liability of such Subsidiary with
respect to such Indebtedness shall be senior to such Subsidiary's Guarantee of
the Securities to the same extent as such Senior Debt is senior to the
Securities; and (ii) if such Indebtedness is by its terms


                                      -56-

<PAGE>

expressly subordinated to the Securities, any such assumption, guarantee or
other liability of such Subsidiary with respect to such Indebtedness shall be
subordinated to such Subsidiary's Guarantee of the Securities at least to the
same extent as such Indebtedness is subordinated to the Securities; provided,
however, that, so long as the Company shall be required by the Registration
Rights Agreement to maintain an effective shelf registration statement covering
resales by Holders of Securities and the Common Stock issuable upon conversion
of Securities, the Company shall not be required to cause any Future Guarantors
to become Guarantors until the earlier of such time as (A) the aggregate
Consolidated Equity of all such future wholly owned Domestic Subsidiaries who
have not become Guarantors equals or exceeds $50.0 million and (B) twelve months
shall have elapsed since the Company last caused Future Guarantors to become
Guarantors under this Indenture.

     (b) Once each fiscal quarter, the Company shall cause each Subsidiary
thereof who is to become a Guarantor pursuant to Section 5.11(a) to (i) execute
and deliver to the Trustee a supplemental indenture in a form reasonably
satisfactory to the Trustee pursuant to which such Subsidiary shall become a
party to the Indenture and thereby unconditionally guarantee all of the
Company's obligations under the Securities and the Indenture on the terms set
forth therein and (ii) deliver to the Trustee an Opinion of Counsel that such
supplemental indenture has been duly authorized, executed and delivered by such
Subsidiary of the Company and constitutes a valid, binding and enforceable
obligation of such Subsidiary (which opinion may be subject to customary
assumptions and qualifications). Thereafter, such Subsidiary of the Company
shall (unless released in accordance with the terms of this Indenture) be a
Guarantor for all purposes of this Indenture.

     (c) Notwithstanding the foregoing, each Guarantee by a Guarantor of the
Securities shall provide by its terms that it shall be automatically and
unconditionally released and discharged upon (i) any sale, exchange or transfer,
to any Person not an Affiliate of the Company, of all of the Company's Capital
Stock in, or all or substantially all the assets of, such Guarantor, which
transaction is in compliance with the terms of this Indenture and pursuant to
which transaction such Guarantor is released from all guarantees, if any, by it
of other Indebtedness of the Company or any of its Subsidiaries or (ii) the
release by the holders of the other Indebtedness of the Company of their
guarantee of Indebtedness by such Subsidiary (including any deemed release upon
payment in full of all obligations under such Indebtedness), at such time as (A)
no other Indebtedness of the Company has been guaranteed by such Subsidiary, or
(B) the holders of all such other Indebtedness of the Company or another
Subsidiary which is guaranteed by such Subsidiary also release their guarantee
by such Subsidiary (including any deemed release upon payment in full of all
obligations under such Indebtedness) or (iii) such Subsidiary ceasing to be a
wholly owned Subsidiary of the Company.

          Section 5.12. Tax Treatment of Securities.

     (a) The parties hereto hereby agree, and by the purchase or acceptance of a
Security or a beneficial interest in a Security, each Holder and each beneficial
owner of a Security hereby agrees, for all U.S. federal income tax purposes (in
the absence of a change in applicable law requiring a contrary treatment):

          (1) to treat the Securities as indebtedness of the Company;

          (2) to treat the Securities as indebtedness that is subject to U.S.
     Treasury Regulation section 1.1275-4(b); and

          (3) to treat the fair market value of any Common Stock paid to and
     received by a Holder or beneficial owner of a Security upon conversion of a
     Security or a beneficial interest in a Security as a contingent payment
     under U.S. Treasury Regulation section 1.1275-4(b) that will


                                      -57-

<PAGE>

     result in an adjustment under U.S. Treasury Regulation section
     1.1275-4(b)(3)(iv) and U.S. Treasury Regulation section 1.1275-4(b)(6).

     (b) Comparable Yield and Projected Payment Schedule. Solely for purposes of
applying U.S. Treasury Regulation section 1.1275-4 to the Securities:

          (1) The Company hereby agrees, and by the purchase or acceptance of a
     Security or a beneficial interest in a Security, each Holder and each
     beneficial owner of a Security hereby agrees, for United States federal
     income tax purposes, to accrue interest with respect to outstanding
     Securities (in the case of the Company) or with respect to its Security or
     beneficial interest in a Security (in the case of a Holder or beneficial
     owner of a Security) as original issue discount according to the
     "noncontingent bond method," as set forth in U.S. Treasury Regulation
     section 1.1275-4(b), using the comparable yield, as defined in U.S.
     Treasury Regulation section 1.1275-4(b)(4)(i), for the Securities of 8.25%,
     compounded semi-annually (the "Comparable Yield") and the projected payment
     schedule attached as Annex A of this Indenture (the "Projected Payment
     Schedule") (in the case of the Comparable Yield and the Projected Payment
     Schedule, in the absence of an administrative determination or judicial
     ruling to the contrary);

          (2) The Company hereby acknowledges and agrees, and by the purchase or
     acceptance of a Security or a beneficial interest in a Security, each
     Holder and each beneficial owner of a Security hereby acknowledges and
     agrees, that (i) the Comparable Yield and the Projected Payment Schedule
     are not determined for any purpose other than for the purpose of applying
     U.S. Treasury Regulation section 1.1275-4(b) to the Securities and
     beneficial interests in the Securities and (ii) the Comparable Yield and
     Projected Payment Schedule do not constitute a projection or representation
     regarding the actual amount or timing of payments on the Securities or the
     value at any time of any Common Stock that may be received by a Holder or
     beneficial owner of a Security upon conversion of a Security or a
     beneficial interest therein; and

          (3) The Company shall file with the Trustee promptly at the end of
     each calendar year (i) a written notice specifying the amount of original
     issue discount (including daily rates and accrual periods) accrued on
     outstanding Securities as of the end of such year and (ii) such other
     specific information relating to such original issue discount as may then
     be relevant under the Internal Revenue Code of 1986, as amended from time
     to time, including the amount of any adjustment made under the
     "noncontingent bond method," as set forth in U.S. Treasury Regulation
     section 1.1275-4(b), to account for the amount of any difference between
     the amount of an actual payment and the amount a projected payment.

                                    ARTICLE 6

                      CONSOLIDATION; MERGER; SALE OF ASSETS

          Section 6.01. Company May Consolidate, Etc., Only on Certain Terms.

     (a) The Company shall not, in a single transaction or through a series of
related transactions, (1) consolidate with or merge with or into any other
Person, (2) sell, assign, convey, transfer, lease or otherwise dispose of all or
substantially all of its properties and assets to any Person or group of
Persons, or (3) permit any of the Restricted Subsidiaries to enter into any such
transaction or series of related transactions if such transaction or series of
related transactions, in the aggregate, would result in a sale, assignment,
conveyance, transfer, lease or disposition of all or substantially all of the
properties and assets


                                      -58-

<PAGE>

of the Company and its Restricted Subsidiaries on a Consolidated basis to any
other Person or group of Persons, unless at the time and after giving effect
thereto:

          (1) either (A) the Company will be the continuing corporation (in the
     case of a consolidation or merger involving the Company) or (B) the Person
     (if other than the Company) formed by such consolidation or into which the
     Company is merged or the Person which acquires by sale, assignment,
     conveyance, transfer, lease or disposition all or substantially all of the
     properties and assets of the Company and its Restricted Subsidiaries on a
     Consolidated basis (the "Surviving Entity") will be a corporation duly
     organized and validly existing under the laws of the United States of
     America, any state of the United States of America or the District of
     Columbia and such Person expressly assumes, by a supplemental indenture, in
     a form reasonably satisfactory to the Trustee, all the obligations of the
     Company under the Securities and this Indenture and the Registration Rights
     Agreement, as the case may be, and the Securities and this Indenture and
     the Registration Rights Agreement will remain in full force and effect as
     so supplemented;

          (2) after giving effect to such transaction, no Event of Default, and
     no event which, after notice or lapse of time or both, would become an
     Event of Default, shall have occurred and be continuing;

          (3) at the time of the transaction, each Guarantor, if any, unless it
     is the other party to the transactions described above, will have by
     supplemental indenture confirmed that its Guarantee shall apply to such
     Person's obligations under this Indenture and under the Securities; and

          (4) at the time of the transaction the Company or the Surviving Entity
     will have delivered, or caused to be delivered, to the Trustee, in form and
     substance reasonably satisfactory to the Trustee, an Officer's Certificate
     and an Opinion of Counsel, each to the effect that such consolidation,
     merger, sale, assignment, conveyance, transfer, lease or other transaction
     and the supplemental indenture in respect of such transaction comply with
     this Indenture and that all conditions precedent herein provided for
     relating to such transaction have been complied with.

     (b) Each Guarantor will not, and the Company will not permit a Guarantor
to, in a single transaction or through a series of related transactions, (1)
consolidate with or merge with or into any other Person (other than the Company
or any Guarantor), (2) sell, assign, convey, transfer, lease or otherwise
dispose of all or substantially all of its properties and assets on a
Consolidated basis to any Person or group of Persons (other than the Company or
any Guarantor), or (3) permit any of its Restricted Subsidiaries to enter into
any such transaction or series of transactions if such transaction or series of
transactions, in the aggregate, would result in a sale, assignment, conveyance,
transfer, lease or disposition of all or substantially all of the properties and
assets of the Guarantor and its Restricted Subsidiaries on a Consolidated basis
to any other Person or group of Persons (other than the Company or any
Guarantor), unless at the time and after giving effect thereto:

          (1) either (A) the Guarantor will be the continuing corporation (in
     the case of a consolidation or merger involving the Guarantor) or (B) the
     Person (if other than the Guarantor) formed by such consolidation or into
     which such Guarantor is merged or the Person which acquires by sale,
     assignment, conveyance, transfer, lease or disposition all or substantially
     all of the properties and assets of the Guarantor and its Restricted
     Subsidiaries on a Consolidated basis (the "Surviving Guarantor Entity") is
     duly organized and validly existing under the laws of the United States of
     America, any state of the United States of America or the District of
     Columbia and such Person expressly assumes, by a supplemental indenture, in
     a form satisfactory to the


                                      -59-

<PAGE>

     Trustee, all the obligations of such Guarantor under its Guarantee of the
     Securities, this Indenture and the Registration Rights Agreement and such
     Guarantee, Indenture and Registration Rights Agreement will remain in full
     force and effect;

          (2) after giving effect to such transaction, no Event of Default, and
     no event which, after notice or lapse of time or both, would become an
     Event of Default, shall have occurred and be continuing; and

          (3) at the time of the transaction such Guarantor or the Surviving
     Guarantor Entity will have delivered, or caused to be delivered, to the
     Trustee, in form and substance reasonably satisfactory to the Trustee, an
     Officer's Certificate and an Opinion of Counsel, each to the effect that
     such consolidation, merger, transfer, sale, assignment, conveyance, lease
     or other transaction and the supplemental indenture in respect thereof
     comply with this Indenture and that all conditions precedent therein
     provided for relating to such transaction have been complied with.

     (c) Notwithstanding the foregoing, the provisions of Section 6.01(b) shall
not apply to any Guarantor whose Guarantee of the Notes is unconditionally
released and discharged in accordance with paragraph (c) under Section 5.11.

     Notwithstanding the foregoing, nothing herein shall prohibit (a) a merger
or consolidation of the Company or any of the Guarantors into an Affiliate
incorporated in the United States solely for the purpose of changing the
entity's jurisdiction of incorporation; or (b) a Guarantor from selling,
assigning, conveying, transferring, leasing or otherwise disposing of all or
substantially all of its properties and assets on a Consolidated basis, for Fair
Market Value, to any Person or group of Persons, without such Person or group
of persons becoming a Guarantor of the Securities and the Indenture Obligations.
For the purposes of this paragraph (b), "Fair Market Value" means, with respect
to any asset or property, the sale value that would be obtained in an
arm's-length free market transaction between an informed and willing seller
under no compulsion to sell and an informed and willing buyer under no
compulsion to buy, and shall be determined by the Board of Directors of the
Company acting in good faith.

          Section 6.02. Successor Substituted.

     Upon any consolidation or merger, or any sale, assignment, conveyance,
transfer, lease or disposition of all or substantially all of the properties and
assets of the Company or any Guarantor, if any, in accordance with Section 6.01,
the successor Person formed by such consolidation or into which the Company or
such Guarantor, as the case may be, is merged or the successor Person to which
such sale, assignment, conveyance, transfer, lease or disposition is made shall
succeed to, and be substituted for, and may exercise every right and power of,
the Company or such Guarantor, as the case may be, under this Indenture, the
Securities and/or the related Guarantee, as the case may be, with the same
effect as if such successor had been named as the Company or such Guarantor, as
the case may be, herein, in the Securities and/or in the Guarantee, as the case
may be, and the Company or such Guarantor, as the case may be, shall be
discharged from all obligations and covenants under this Indenture and the
Securities or its Guarantee, as the case may be; provided that in the case of a
transfer by lease or a sale of substantially all of the assets of the Company or
a Guarantor that results in the sale, assignment, conveyance, transfer or other
disposition of assets constituting or accounting for less than 95% of the
consolidated assets, revenues or Consolidated Net Income (Loss) of the Company
or such Guarantor, as the case may be, the predecessor shall not be released
from the payment of principal and interest on the Securities or its Guarantee,
as the case may be.


                                      -60-

<PAGE>

                                    ARTICLE 7

                              DEFAULT AND REMEDIES

          Section 7.01. Events of Default.

     (a) An "Event of Default" wherever used herein, means any one of the
following events (whatever the reason for such Event of Default and whether it
shall be voluntary or involuntary or be effected by operation of law or pursuant
to any judgment, decree or order of any court or any order, rule or regulation
of any administrative or governmental body):

          (1) the Company shall fail to pay when due the Principal or any
     Redemption Price, Put Right Purchase Price or Fundamental Change Purchase
     Price of any Security, including any Make Whole Premium, when the same
     becomes due and payable whether at the Final Maturity Date, upon purchase,
     acceleration or otherwise, and whether or not prohibited by Article 11 of
     this Indenture; or

          (2) the Company shall fail to pay an installment of cash interest
     (including Contingent Interest or Additional Interest, if any) on any of
     the Securities, which default continues for 30 days after the date when
     due, and whether or not prohibited by Article 11 of this Indenture; or

          (3) the Company shall fail to deliver when due all cash and any shares
     of Common Stock deliverable upon conversion of the Securities, which
     failure continues for 15 days, and whether or not permitted by Article 11
     of this Indenture; or

          (4) the Company shall fail to deliver an Issuer Fundamental Change
     Notice within the time required to provide such notice as set forth in
     Section 3.08(b) hereof; or

          (5) the Company or any Guarantor shall fail to perform or observe any
     other term, covenant or agreement contained in the Securities or this
     Indenture for a period of 60 days after receipt by the Company of a Notice
     of Default specifying such failure; or

          (6) one or more defaults, individually or in the aggregate, shall have
     occurred under any of the agreements, indentures or instruments under which
     the Company or any Subsidiary thereof then has outstanding Indebtedness in
     excess of $25,000,000 in principal amount, individually or in the
     aggregate, and either (i) such default results from the failure to pay such
     Indebtedness at its stated final maturity or (ii) such default or defaults
     resulted in the acceleration of the final stated maturity of such
     Indebtedness; or

          (7) any Guarantee shall for any reason cease to be, or shall for any
     reason be asserted in writing by any Guarantor or the Company not to be, in
     full force and effect and enforceable in accordance with its terms, except
     to the extent contemplated by this Indenture and any such Guarantee; or

          (8) there shall have been the entry by a court of competent
     jurisdiction of (i) a decree or order for relief in respect of the Company
     or any Significant Subsidiary thereof in an involuntary case or proceeding
     under any applicable Bankruptcy Law or (ii) a decree or order adjudging the
     Company or any Significant Subsidiary thereof bankrupt or insolvent, or
     seeking reorganization, arrangement, adjustment or composition of or in
     respect of the Company or any Significant Subsidiary thereof under any
     applicable federal or state law, or appointing a


                                      -61-

<PAGE>

     custodian, receiver, liquidator, assignee, trustee, sequestrator (or other
     similar official) of the Company or any Significant Subsidiary thereof or
     of any substantial part of their respective properties, or ordering the
     winding up or liquidation of their respective affairs, and any such decree
     or order for relief shall continue to be in effect, or any such other
     decree or order shall be unstayed and in effect, for a period of 60
     consecutive days; or

          (9) (i) the Company or any Significant Subsidiary thereof commences a
     voluntary case or proceeding under any applicable Bankruptcy Law or any
     other case or proceeding to be adjudicated bankrupt or insolvent, (ii) the
     Company or any Significant Subsidiary thereof consents to the entry of a
     decree or order for relief in respect of the Company or such Significant
     Subsidiary in an involuntary case or proceeding under any applicable
     Bankruptcy Law or to the commencement of any bankruptcy or insolvency case
     or proceeding against it, (iii) the Company or any Significant Subsidiary
     thereof files a petition or answer or consent seeking reorganization or
     relief under any applicable federal or state law, (iv) the Company or any
     Significant Subsidiary thereof (1) consents to the filing of such petition
     or the appointment of, or taking possession by, a custodian, receiver,
     liquidator, assignee, trustee, sequestrator or similar official of the
     Company or such Significant Subsidiary or of any substantial part of their
     respective properties, (2) makes an assignment for the benefit of creditors
     or (3) admits in writing its inability to pay its debts generally as they
     become due or (v) the Company or any Significant Subsidiary thereof takes
     any corporate action in furtherance of any such actions in this paragraph
     (9).

     (b) Notwithstanding Section 7.01(a) no Event of Default under clause (5) of
Section 7.01(a) shall occur until the Trustee notifies the Company in writing,
or the Holders of at least 25% in aggregate principal amount of the Securities
then Outstanding notify the Company and the Trustee in writing, of the Default
(a "Notice of Default"), and the Company does not cure the Default within the
time specified in clause (5) of Section 7.01(a), or obtain a waiver, after
receipt of such notice. A notice given pursuant to this Section 7.01 shall be
given by registered or certified mail, must specify the Default, demand that it
be remedied and state that the notice is a Notice of Default. When any Default
under this Section 7.01 is cured, it ceases.

     (c) The Company will deliver to the Trustee, within 10 Business Days after
becoming aware of the occurrence of a Default or Event of Default, written
notice thereof.

          Section 7.02. Acceleration.

     If an Event of Default (other than an Event of Default specified in clause
(8) or (9) of Section 7.01(a)) shall occur and be continuing with respect to
this Indenture, the Trustee or the Holders of not less than 25% in aggregate
principal amount of the Securities then Outstanding may, and the Trustee at the
request of such Holders shall, declare all unpaid principal of, premium, if any,
and accrued interest (including Contingent Interest, if any) on all Securities
to be due and payable, by a notice in writing to the Company (and to the Trustee
if given by the Holders of the Securities). Upon any such declaration, such
principal, premium, if any, and interest (i) shall become due and payable
immediately or (ii) if the Credit Agreement is in effect, shall become due and
payable upon the first to occur of an acceleration under the Credit Agreement or
five business days after receipt of written notice of such declaration by the
Company and the Senior Representative with respect to the Credit Agreement. If
an Event of Default specified in clause (8) or (9) of Section 7.01(a) occurs and
is continuing, then all the Securities shall ipso facto become and be due and
payable immediately in an amount equal to the principal amount of the
Securities, together with accrued and unpaid interest (including Contingent
Interest, if any), if any, to the date the Securities become due and payable,
without any declaration or other act on the part of the Trustee or any Holder.
Thereupon, the Trustee may, at its discretion, proceed to protect and enforce
the rights of the Holders of the Securities by appropriate judicial proceedings.


                                      -62-

<PAGE>

     After a declaration of acceleration with respect to the Securities, but
before a judgment or decree for payment of the money due has been obtained by
the Trustee as hereinafter in this Article provided, the Holders of a majority
in aggregate principal amount of the Securities Outstanding, by written notice
to the Company and the Trustee, may rescind and annul such declaration and its
consequences if:

     (a) the Company has paid or deposited with the Trustee a sum sufficient to
pay

          (1) all sums paid or advanced by the Trustee under this Indenture and
     the reasonable compensation, expenses, disbursements and advances of the
     Trustee, its agents and counsel,

          (2) all overdue interest on all Outstanding Securities,

          (3) the principal of and premium, if any, on any Outstanding
     Securities which have become due otherwise than by such declaration of
     acceleration and interest thereon at the rate borne by the Securities, and

          (4) to the extent that payment of such interest is lawful, interest
     upon overdue interest at the rate borne by the Securities;

     (b) the rescission would not conflict with any judgment or decree of a
court of competent jurisdiction; and

     (c) all Events of Default, other than the non-payment of principal of,
premium, if any, and interest (including Contingent Interest, if any) on the
Securities which have become due solely by such declaration of acceleration,
have been cured or waived as provided in Section 7.13. No such rescission shall
affect any subsequent Default or impair any right consequent thereon.

          Section 7.03. Collection of Indebtedness and Suits for Enforcement by
Trustee.

     The Company and each Guarantor covenant that if

     (a) default is made in the payment of any interest (including Contingent
Interest, if any) on any Security when such interest becomes due and payable and
such default continues for a period of 30 days, or

     (b) default is made in the payment of the principal of or premium, if any,
on any Security at the Stated Maturity thereof or otherwise,

the Company and such Guarantor will, subject to Articles 11 and 12, upon demand
of the Trustee, pay to it, for the benefit of the Holders of such Securities,
the whole amount then due and payable on such Securities for principal and
premium, if any, and interest (including Contingent Interest, if any), with
interest upon the overdue principal and premium, if any, and, to the extent that
payment of such interest shall be legally enforceable, upon overdue installments
of interest, at the rate borne by the Securities; and, in addition thereto, such
further amount as shall be sufficient to cover the costs and expenses of
collection, including the reasonable compensation, expenses, disbursements and
advances of the Trustee, its agents and counsel.

     If the Company or any Guarantor, as the case may be, fails to pay such
amounts forthwith upon such demand, the Trustee, in its own name and as trustee
of an express trust, may institute a judicial proceeding for the collection of
the sums so due and unpaid and may prosecute such proceeding to judgment or
final decree, and may enforce the same against the Company or any Guarantor or
any other


                                      -63-

<PAGE>

obligor upon the Securities and collect the moneys adjudged or decreed to be
payable in the manner provided by law out of the property of the Company, any
Guarantor or any other obligor upon the Securities, wherever situated.

     If an Event of Default occurs and is continuing, the Trustee may in its
discretion proceed to protect and enforce its rights and the rights of the
Holders under this Indenture or any Guarantee by such appropriate private or
judicial proceedings as the Trustee shall deem most effectual to protect and
enforce such rights, including seeking recourse against any Guarantor pursuant
to the terms of any Guarantee, whether for the specific enforcement of any
covenant or agreement in this Indenture or in aid of the exercise of any power
granted herein or therein, or to enforce any other proper remedy, including,
without limitation, seeking recourse against any Guarantor pursuant to the terms
of a Guarantee, or to enforce any other proper remedy, subject however to
Section 7.12. No recovery of any such judgment upon any property of the Company
or any Guarantor shall affect or impair any rights, powers or remedies of the
Trustee or the Holders.

          Section 7.04. 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, including any
Guarantor, upon the Securities or the property of the Company or of such other
obligor or their creditors, the Trustee (irrespective of whether the principal
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 overdue principal or interest)
shall be entitled and empowered, by intervention in such proceeding or
otherwise,

     (a) to file and prove a claim for the whole amount of principal, and
premium, if any, and interest owing and unpaid in respect of the Securities and
to file such other papers or documents as may be necessary or advisable in order
to have the claims of the Trustee (including any claim for the reasonable
compensation, expenses, disbursements and advances of the Trustee, its agents
and counsel) 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 8.06.

     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 7.05. Trustee May Enforce Claims Without Possession of
Securities.

     All rights of action and claims under this Indenture, the Securities or the
Guarantees may be prosecuted and enforced by the Trustee without the possession
of any of the Securities or the production thereof in any proceeding relating
thereto, and any such proceeding instituted by the Trustee shall be brought in
its own name and as trustee of an express trust, and any recovery of judgment
shall, after


                                      -64-
<PAGE>

provision for the payment of the reasonable compensation, expenses,
disbursements and advances of the Trustee, its agents and counsel, be for the
ratable benefit of the Holders of the Securities in respect of which such
judgment has been recovered.

          Section 7.06. Application of Money Collected.

     Any money collected by the Trustee pursuant to this Article 7 or otherwise
on behalf of the Holders or the Trustee pursuant to this Article 7 or through
any proceeding or any arrangement or restructuring in anticipation or in lieu of
any proceeding contemplated by this Article 7 shall be applied, subject to
applicable law, in the following order, at the date or dates fixed by the
Trustee and, in case of the distribution of such money on account of principal,
premium, if any, or interest, upon presentation of the Securities and the
notation thereon of the payment if only partially paid and upon surrender
thereof if fully paid:

               FIRST: To the payment of all amounts due the Trustee under
          Section 8.06;

               SECOND: To the payment of the amounts then due and unpaid upon
          the Securities for principal, premium, if any, and interest (including
          Contingent Interest, if any), in respect of which or for the benefit
          of which such money has been collected, ratably, without preference or
          priority of any kind, according to the amounts due and payable on such
          Securities for principal, premium, if any, and interest (including
          Contingent Interest, if any); and

               THIRD: The balance, if any, to the Person or Persons entitled
          thereto, including the Company, provided that all sums due and owing
          to the Holders and the Trustee have been paid in full as required by
          this Indenture.

          Section 7.07. Limitation on Suits.

     No Holder of any Securities shall have any right to institute any
proceeding, judicial or otherwise, with respect to this Indenture or the
Securities, or for the appointment of a receiver or trustee, or for any other
remedy hereunder, unless

     (a) such Holder has previously given written notice to the Trustee of a
continuing Event of Default;

     (b) the Holders of not less than 25% in aggregate principal amount of the
Outstanding Securities shall have made written request to the Trustee to
institute proceedings in respect of such Event of Default in its own name as
trustee hereunder;

     (c) such Holder or Holders have offered to the Trustee a reasonable
indemnity against the costs, expenses and liabilities to be incurred in
compliance with such request;

     (d) the Trustee for 15 days after its receipt of such notice, request and
offer (and if requested, provision) of indemnity has failed to institute any
such proceeding; and

     (e) no direction inconsistent with such written request has been given to
the Trustee during such 15-day period by the Holders of a majority in principal
amount of the Outstanding Securities;

it being understood and intended that no one or more Holders shall have any
right in any manner whatever by virtue of, or by availing of, any provision of
this Indenture, any Security or any Guarantee to


                                      -65-

<PAGE>

affect, disturb or prejudice the rights of any other Holders, or to obtain or to
seek to obtain priority or preference over any other Holders or to enforce any
right under this Indenture, any Security or any Guarantee, except in the manner
provided in this Indenture and for the equal and ratable benefit of all the
Holders.

          Section 7.08. Unconditional Right of Holders to Receive Principal,
Premium and Interest.

     Notwithstanding any other provision in this Indenture, the Holder of any
Security shall have the right based on the terms stated herein, which is
absolute and unconditional, to receive payment of the principal of, premium, if
any, and (subject to Section 2.16) interest (including Contingent Interest, if
any) on such Security on the Stated Maturities expressed in such Security (or,
in the case of redemption or purchase pursuant to Article 3 hereof, on the
Redemption Date, the Put Right Purchase Date or the Fundamental Change Purchase
Date, as the case may be) and to institute suit for the enforcement of any such
payment, and such rights shall not be impaired without the consent of such
Holder.

          Section 7.09. Restoration of Rights and Remedies.

     If the Trustee or any Holder has instituted any proceeding to enforce any
right or remedy under this Indenture or any Guarantee and such proceeding has
been discontinued or abandoned for any reason, or has been determined adversely
to the Trustee or to such Holder, then and in every such case the Company, any
Guarantor, any other obligor on the Securities, the Trustee and the Holders
shall, subject to any determination in such proceeding, be restored severally
and respectively to their former positions hereunder, and thereafter all rights
and remedies of the Trustee and the Holders shall continue as though no such
proceeding had been instituted.

          Section 7.10. Rights and Remedies Cumulative.

     No right or remedy herein conferred upon or reserved to the Trustee or to
the Holders is intended to be exclusive of any other right or remedy, and every
right and remedy shall, to the extent permitted by law, be cumulative and in
addition to every other right and remedy given hereunder or now or hereafter
existing at law or in equity or otherwise. The assertion or employment of any
right or remedy hereunder, or otherwise, shall not prevent the concurrent
assertion or employment of any other appropriate right or remedy.

          Section 7.11. Delay or Omission Not Waiver.

     No delay or omission of the Trustee or of any Holder of any Security to
exercise any right or remedy accruing upon any Event of Default shall impair any
such right or remedy or constitute a waiver of any such Event of Default or an
acquiescence therein. Every right and remedy given by this Article 7 or by law
to the Trustee or to the Holders may be exercised from time to time, and as
often as may be deemed expedient, by the Trustee or by the Holders, as the case
may be.

          Section 7.12. Control by Holders.

     The Holders of not less than a majority in aggregate principal amount of
the Outstanding Securities shall have the right to direct the time, method and
place of conducting any proceeding for exercising any remedy available to the
Trustee, or exercising any trust or power conferred on the Trustee, provided
that:


                                      -66-

<PAGE>

          (a) such direction shall not be in conflict with any rule of law or
     with this Indenture (including, without limitation, Section 7.07) or any
     Guarantee, expose the Trustee to personal liability, or be unduly
     prejudicial to Holders not joining therein; and

          (b) subject to the provisions of Section 315 of the TIA, the Trustee
     may take any other action deemed proper by the Trustee which is not
     inconsistent with such direction.

          Section 7.13. Waiver of Past Defaults.

     Subject to Section 7.02, the Holders of not less than a majority in
aggregate principal amount of the Outstanding Securities may on behalf of the
Holders of all outstanding Securities waive any past Default hereunder and its
consequences, except a Default:

     (a) in the payment of the principal amount, accrued and unpaid interest
(including Contingent Interest, if any), accrued and unpaid Additional Interest,
Put Right Purchase Price or Fundamental Change Purchase Price, if any and as
applicable, or to deliver Common Stock as required, with respect to the
Securities (which may only be waived with the consent of each Holder of the
Securities affected); or

     (b) of the provisions of Article 11 and Article 12 relating to
subordination that adversely affect the rights of Holders (which may only be
waived with consent of the Holders of 75% in aggregate principal amount of the
Securities then outstanding); or

     (c) in respect of any provision which under this Indenture cannot be
modified or amended without the consent of the Holder of each outstanding
Security affected.

     Upon any such waiver, such Default shall cease to exist, and any Event of
Default arising therefrom shall be deemed to have been cured, for every purpose
of this Indenture; but no such waiver shall extend to any subsequent or other
Default or impair any right consequent thereon.

          Section 7.14. Undertaking for Costs.

     All parties to this Indenture agree, and each Holder of any Security by his
acceptance thereof shall be deemed to have agreed, that any court may in its
discretion require, 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,
suffered or omitted by it as Trustee, the filing by any party litigant in such
suit of an undertaking to pay the costs of such suit, and that such court may in
its discretion assess reasonable costs, including reasonable attorneys' fees,
against any party litigant in such suit, having due regard to the merits and
good faith of the claims or defenses made by such party litigant, but the
provisions of this Section shall not apply to any suit instituted by the
Trustee, to any suit instituted by any Holder, or group of Holders, holding in
the aggregate more than 10% in principal amount of the Outstanding Securities,
or to any suit instituted by any Holder for the enforcement of the payment of
the principal of, premium, if any, or interest (including Contingent Interest,
if any) on, any Security on or after the respective Stated Maturities expressed
in such Security (or, in the case of redemption or purchase pursuant to Article
3 hereof, on the Redemption Date, the Put Right Purchase Date or the Fundamental
Change Purchase Date, as the case may be).

          Section 7.15. Remedies Subject to Applicable Law.

     All rights, remedies and powers provided by this Article 7 may be exercised
only to the extent that the exercise thereof does not violate any applicable
provision of law in the premises, and all the


                                      -67-

<PAGE>

provisions of this Indenture are intended to be subject to all applicable
mandatory provisions of law which may be controlling in the premises and to be
limited to the extent necessary so that they will not render this Indenture
invalid, unenforceable or not entitled to be recorded, registered or filed under
the provisions of any applicable law.

                                    ARTICLE 8

                                     TRUSTEE

          Section 8.01. Duties of Trustee.

     Subject to the provisions of TIA Sections 315(a) through 315(d):

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

          (b) except during the continuance of a Default or an Event of Default:

               (1) the Trustee need perform only those duties as are
          specifically set forth in this Indenture and no covenants or
          obligations shall be implied in this Indenture that are adverse to the
          Trustee; and

               (2) in the absence of bad faith or willful misconduct 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. However, the Trustee shall examine
          the certificates and opinions to determine whether or not they conform
          to the requirements of this Indenture;

          (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:

               (1) this clause (c) does not limit the effect of clause (b) of
          this Section 8.01;

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

               (3) 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
          of the Holders of a majority in principal amount of Outstanding
          Securities relating to the time, method and place of conducting any
          proceeding for any remedy available to the Trustee, or exercising any
          trust or power confirmed upon the Trustee under this Indenture;

          (d) no provision of this Indenture shall require the Trustee to expend
     or risk its own funds or otherwise incur any financial liability in the
     performance of any of its duties hereunder or in the exercise of any of its
     rights or powers if it shall have reasonable grounds for believing that
     repayment of such funds or adequate indemnity against such risk or
     liability is not reasonably assured to it;


                                      -68-

<PAGE>

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

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

          Section 8.02. Notice of Default.

     Within 30 days after a Trust Officer of the Trustee receives notice of the
occurrence of any Default, the Trustee shall transmit by mail to all Holders and
any other Persons entitled to receive reports pursuant to Section 313(c) of the
TIA, as their names and addresses appear in the Security Register, notice of
such Default hereunder known to the Trustee, unless such Default shall have been
cured or waived; provided, however, that, except in the case of a Default in the
payment of the principal of, premium, if any, or interest (including Contingent
Interest, if any) on any Security, the Trustee shall be protected in withholding
such notice if and so long as a trust committee of Trust Officers of the Trustee
in good faith determines that the withholding of such notice is in the interest
of the Holders.

          Section 8.03. Certain Rights of Trustee.

     Subject to the provisions of Section 8.01 hereof and TIA Sections 315(a)
through 315(d):

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

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

          (c) the Trustee may consult with counsel of its selection and any
     advice of such counsel or any Opinion of Counsel shall be full and complete
     authorization and protection in respect of any action taken, suffered or
     omitted by it hereunder in good faith and in reliance thereon in accordance
     with such advice or Opinion of Counsel;

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

          (e) the Trustee shall not be liable for any action taken or omitted by
     it in good faith and believed by it to be authorized or within the
     discretion, rights or powers conferred upon it by this Indenture other than
     any liabilities arising out of the negligence, bad faith or willful
     misconduct of the Trustee;

          (f) 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,
     approval, appraisal, bond, debenture, note, coupon, security or other


                                      -69-

<PAGE>

     paper or document unless requested in writing to do so by the Holders of
     not less than a majority in aggregate principal amount of the Securities
     then Outstanding; provided that, if the payment within a reasonable time to
     the Trustee of the costs, expenses or liabilities likely to be incurred by
     it in the making of such investigation is, in the opinion of the Trustee,
     not reasonably assured to the Trustee by the security afforded to it by the
     terms of this Indenture, the Trustee may require reasonable indemnity
     against such expenses or liabilities as a condition to proceeding; the
     reasonable expenses of every such investigation so requested by the Holders
     of not less than 25% in aggregate principal amount of the Securities
     Outstanding shall be paid by the Company or, if paid by the Trustee or any
     predecessor Trustee, shall be repaid by the Company upon demand; provided,
     further, the Trustee in its discretion may make such further inquiry or
     investigation into such facts or matters as it may deem fit, and, if the
     Trustee shall determine to make such further inquiry or investigation, it
     shall be entitled to examine the books, records and premises of the
     Company, personally or by agent or attorney; and

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

          (h) the Trustee shall not be charged with knowledge of any Default or
     Event of Default with respect to the Securities unless either (i) a Trust
     Officer of the Trustee shall have actual knowledge of such Default or Event
     of Default or (ii) written notice of such Default or Event of Default shall
     have been given to the Trustee by the Issuer or by any Holder of
     Securities.

          (i) the permissive rights of the Trustee enumerated herein shall not
     be construed as duties of the Trustee.

          Section 8.04. Trustee Not Responsible for Recitals, Dispositions of
Securities or Application of Proceeds Thereof.

     The recitals contained herein and in the Securities, except the Trustee's
certificates of authentication, shall be taken as the statements of the Company
and the Guarantors, and the Trustee assumes no responsibility for their
correctness. The Trustee makes no representations as to the validity or
sufficiency of this Indenture or of the Securities, except that the Trustee
represents that it is duly authorized to execute and deliver this Indenture,
authenticate the Securities and perform its obligations hereunder and that the
statements made by it in any Statement of Eligibility and Qualification on Form
T-1 to be supplied to the Company will be true and accurate subject to the
qualifications set forth therein. The Trustee shall not be accountable for the
use or application by the Company of Securities or the proceeds thereof.

          Section 8.05. Trustee and Agents May Hold Securities; Collections;
etc.

     The Trustee, any Paying Agent, Security Registrar or any other agent of the
Company, in its individual or any other capacity, may become the owner or
pledgee of Securities, with the same rights it would have if it were not the
Trustee, Paying Agent, Security Registrar or such other agent and, subject to
TIA Sections 310 and 311, may otherwise deal with the Company and receive,
collect, hold and retain collections from the Company with the same rights it
would have if it were not the Trustee, Paying Agent, Security Registrar or such
other agent.


                                      -70-

<PAGE>

          Section 8.06. Money Held in Trust.

     All moneys received by the Trustee shall, until used or applied as herein
provided, be held in trust for the purposes for which they were received, but
need not be segregated from other funds except to the extent required by
mandatory provisions of law. Except for funds or securities deposited with the
Trustee pursuant to Article 9, the Trustee shall be required to invest all
moneys received by the Trustee, until used or applied as herein provided, in
Cash Equivalents in accordance with the directions of the Company.

          Section 8.07. Compensation and Indemnification of Trustee and Its
Prior Claim.

     The Company covenants and agrees to pay to the Trustee from time to time,
and the Trustee shall be entitled to, such compensation as the parties shall
agree in writing from time to time for all services rendered by it hereunder
(which compensation shall not be limited by any provision of law in regard to
the compensation of a trustee of an express trust) and the Company covenants and
agrees to pay or reimburse the Trustee and each predecessor Trustee upon its
request for all reasonable expenses, disbursements and advances incurred or made
by or on behalf of the Trustee in accordance with any of the provisions of this
Indenture (including the reasonable compensation and the expenses and
disbursements of its counsel and of all agents and other persons not regularly
in its employ) except any such expense, disbursement or advance as may arise
from its negligence, bad faith or willful misconduct. The Company also covenants
and agrees to indemnify the Trustee and each predecessor Trustee for, and to
hold it harmless against, any claim, loss, liability, tax, assessment or other
governmental charge (other than taxes applicable to the Trustee's compensation
hereunder) or expense incurred without negligence, bad faith or willful
misconduct on its part, arising out of or in connection with the acceptance or
administration of this Indenture or the trusts hereunder and its duties
hereunder, including enforcement of this Section 8.07 and also including any
liability which the Trustee may incur as a result of failure to withhold, pay or
report any tax, assessment or other governmental charge, and the costs and
expenses of defending itself against or investigating any claim or liability in
connection with the exercise or performance of any of its powers or duties
hereunder. The obligations of the Company under this Section 8.07 to compensate
and indemnify the Trustee and each predecessor Trustee and to pay or reimburse
the Trustee and each predecessor Trustee for reasonable expenses, disbursements
and advances shall constitute an additional obligation hereunder and shall
survive the satisfaction and discharge of this Indenture and the resignation or
removal of the Trustee and each predecessor Trustee. To secure the Company's
payment obligations in this Section 8.07, the Trustee shall have a prior claim
to Holders of Securities on all money or property held or collected by the
Trustee other than money or property held in trust for the benefit of the
Holders of particular Securities.

          Section 8.08. Conflicting Interests.

     The Trustee shall comply with the provisions of Section 310(b) of the TIA

          Section 8.09. Trustee Eligibility.

     There shall at all times be a Trustee hereunder which shall be eligible to
act as trustee under TIA Section 310(a) and which shall have a combined capital
and surplus of at least $100,000,000, to the extent there is an institution
eligible and willing to serve. If the Trustee does not have a Corporate Trust
Office in The City of New York, the Trustee may appoint an agent in The City of
New York reasonably acceptable to the Company to conduct any activities which
the Trustee may be required under this Indenture to conduct in The City of New
York. If such Trustee publishes reports of condition at least annually, pursuant
to law or to the requirements of federal, state, territorial or District of
Columbia supervising or examining authority, then for the purposes of this
Section 8.09, the combined capital and surplus of such corporation shall be
deemed to be its combined capital and surplus as set forth in its most


                                      -71-

<PAGE>

recent report of condition so published. If at any time the Trustee shall cease
to be eligible in accordance with the provisions of this Section 8.09, the
Trustee shall resign immediately in the manner and with the effect hereinafter
specified in this Article 8.

          Section 8.10. Resignation and Removal; Appointment of Successor
Trustee.

     (a) No resignation or removal of the Trustee and no appointment of a
successor trustee pursuant to this Article 8 shall become effective until the
acceptance of appointment by the successor trustee under Section 8.11.

     (b) The Trustee, or any trustee or trustees hereafter appointed, may at any
time resign by giving written notice thereof to the Company no later than 20
Business Days prior to the proposed date of resignation. Upon receiving such
notice of resignation, the Company shall promptly appoint a successor trustee by
written instrument executed by authority of the Board of Directors of the
Company, a copy of which shall be delivered to the resigning Trustee and a copy
to the successor trustee. If an instrument of acceptance by a successor trustee
shall not have been delivered to the Trustee within 30 days after the giving of
such notice of resignation, the resigning Trustee may, at the expense of the
Company, or any Holder who has been a bona fide Holder of a Security for at
least six months may, on behalf of himself and all others similarly situated,
petition any court of competent jurisdiction for the appointment of a successor
trustee. Such court may thereupon, after such notice, if any, as it may deem
proper, appoint and prescribe a successor trustee.

     (c) The Trustee may be removed at any time for any cause or for no cause by
an Act of the Holders of not less than a majority in aggregate principal amount
of the Outstanding Securities, delivered to the Trustee and to the Company.

     (d) If at any time:

          (1) the Trustee shall fail to comply with the provisions of TIA
     Section 310(b) after written request therefor by the Company or by any
     Holder who has been a bona fide Holder of a Security for at least six
     months,

          (2) the Trustee shall cease to be eligible under Section 8.09 and
     shall fail to resign after written request therefor by the Company or by
     any Holder who has been a bona fide Holder of a Security for at least six
     months, or

          (3) the Trustee shall become incapable of acting or shall be adjudged
     a bankrupt or insolvent, or a receiver of the Trustee or of its property
     shall be appointed or any public officer shall take charge or control of
     the Trustee or of its property or affairs for the purpose of
     rehabilitation, conservation or liquidation,

then, in any case, (i) the Company by a Board Resolution may remove the Trustee,
or (ii) subject to Section 7.14, the Holder of any Security who has been a bona
fide Holder of a Security for at least six months may, on behalf of himself and
all others similarly situated, petition any court of competent jurisdiction for
the removal of the Trustee and the appointment of a successor trustee. Such
court may thereupon, after such notice, if any, as it may deem proper and
prescribe, remove the Trustee and appoint a successor trustee.

     (e) If the Trustee shall resign, be removed or become incapable of acting,
or if a vacancy shall occur in the office of Trustee for any cause, the Company,
by a Board Resolution, shall promptly appoint a successor trustee and shall
comply with the applicable requirements of Section 8.11. If, within


                                      -72-

<PAGE>

60 days after such resignation, removal or incapability, or the occurrence of
such vacancy, the Company has not appointed a successor Trustee, a successor
trustee shall be appointed by the Act of the Holders of a majority in principal
amount of the Outstanding Securities delivered to the Company and the retiring
Trustee. Such successor trustee so appointed shall forthwith upon its acceptance
of such appointment become the successor trustee and supersede the successor
trustee appointed by the Company. If no successor trustee shall have been so
appointed by the Company or the Holders of the Securities and accepted
appointment in the manner hereinafter provided, the Trustee or the Holder of any
Security who has been a bona fide Holder for at least six months may, subject to
Section 7.14, on behalf of himself and all others similarly situated, petition
any court of competent jurisdiction for the appointment of a successor trustee.

     (f) The Company shall give notice of each resignation and each removal of
the Trustee and each appointment of a successor trustee by mailing written
notice of such event by first-class mail, postage prepaid, to the Holders of
Securities as their names and addresses appear in the register of the Registrar.
Each notice shall include the name of the successor trustee and the address of
its Corporate Trust Office or agent hereunder.

          Section 8.11. Acceptance of Appointment by Successor.

     (a) Every successor trustee appointed hereunder shall execute, acknowledge
and deliver to the Company and to the retiring Trustee an instrument accepting
such appointment, and thereupon the resignation or removal of the retiring
Trustee shall become effective and such successor trustee, without any further
act, deed or conveyance, shall become vested with all the rights, powers, trusts
and duties of the retiring Trustee as if originally named as Trustee hereunder;
but, nevertheless, on the written request of the Company or the successor
trustee, upon payment of its charges pursuant to Section 8.07 then unpaid, such
retiring Trustee shall pay over to the successor trustee all moneys at the time
held by it hereunder and shall execute and deliver an instrument transferring to
such successor trustee all such rights, powers, duties and obligations. Upon
request of any such successor trustee, the Company shall execute any and all
instruments for more fully and certainly vesting in and confirming to such
successor trustee all such rights and powers.

     (b) No successor trustee with respect to the Securities shall accept
appointment as provided in this Section 8.11 unless at the time of such
acceptance such successor trustee shall be eligible to act as trustee under the
provisions of TIA Section 310(a) and this Article 8 and shall have a combined
capital and surplus of at least $100,000,000 and have a Corporate Trust Office
or an agent selected in accordance with Section 8.09.

     (c) Upon acceptance of appointment by any successor trustee as provided in
this Section 8.11, the Company shall give notice thereof to the Holders of the
Securities, by mailing such notice to such Holders at their addresses as they
shall appear on the Security Register. If the acceptance of appointment is
substantially contemporaneous with the appointment, then the notice called for
by the preceding sentence may be combined with the notice called for by Section
8.10. If the Company fails to give such notice within 10 days after acceptance
of appointment by the successor trustee, the successor trustee shall cause such
notice to be given at the expense of the Company.

          Section 8.12. Merger, Conversion, Consolidation or Succession to
Business.

     Any corporation into which the Trustee may be merged or converted or with
which it may be consolidated, or any corporation resulting from any merger,
conversion or consolidation to which the Trustee shall be a party, or any
corporation succeeding to all or substantially all of the corporate trust
business of the Trustee (including the trust created by this Indenture) shall be
the successor of the Trustee


                                      -73-

<PAGE>

hereunder, provided that such corporation shall be eligible under TIA Section
310(a) and this Article 8 and shall have a combined capital and surplus of at
least $100,000,000 and have a Corporate Trust Office or an agent selected in
accordance with Section 8.09, without the execution or filing of any paper or
any further act on the part of any of the parties hereto.

     In case at the time such successor to the Trustee shall succeed to the
trusts created by this Indenture any of the Securities shall have been
authenticated but not delivered, any such successor to the Trustee may adopt the
certificate of authentication of any predecessor Trustee and deliver such
Securities so authenticated; and, in case at that time any of the Securities
shall not have been authenticated, any successor to the Trustee may authenticate
such Securities either in the name of any predecessor hereunder or in the name
of the successor trustee; and in all such cases such certificate shall have the
full force which it is anywhere in the Securities or in this Indenture provided
that the certificate of the Trustee shall have; provided that the right to adopt
the certificate of authentication of any predecessor Trustee or to authenticate
Securities in the name of any predecessor Trustee shall apply only to its
successor or successors by merger, conversion or consolidation.

          Section 8.13. Preferential Collection of Claims Against Company.

     If and when the Trustee shall be or become a creditor of the Company (or
other obligor under the Securities), the Trustee shall be subject to the
provisions of the TIA regarding the collection of claims against the Company (or
any such other obligor). A Trustee who has resigned or been removed shall be
subject to TIA Section 311(a) to the extent indicated therein.

          Section 8.14. Reports By Trustee.

     (a) Within 60 days after May 15 of each year commencing with the first May
15 after the issuance of Securities, the Trustee, if so required under the TIA,
shall transmit by mail to all Holders, in the manner and to the extent provided
in TIA Section 313(c), a brief report dated as of such May 15 in accordance with
and with respect to the matters required by TIA Section 313(a). The Trustee
shall also transmit by mail to all Holders, in the manner and to the extent
provided in TIA Section 313(c), a brief report in accordance with and with
respect to the matters required by Trust Indenture Act Section 313(b)(2).

     (b) A copy of each report transmitted to Holders pursuant to this Section
8.14 shall, at the time of such transmission, be mailed to the Company and filed
with each stock exchange, if any, upon which the Securities are listed and also
with the SEC. The Company will notify the Trustee promptly if the Securities are
listed on any stock exchange.

                                    ARTICLE 9

                     SATISFACTION AND DISCHARGE OF INDENTURE

          Section 9.01. Satisfaction and Discharge of Indenture.

     This Indenture shall be discharged and shall cease to be of further effect
(except as to surviving rights of registration of transfer or exchange of
Securities as expressly provided for herein) as to all Outstanding Securities
hereunder, and the Trustee, upon Company Request and at the expense of the
Company, shall execute proper instruments acknowledging satisfaction and
discharge of this Indenture, when:

          (a) either


                                      -74-

<PAGE>

               (1) all such Securities previously authenticated and delivered
          (except (A) lost, stolen or destroyed Securities which have been
          replaced or paid as provided in Section 2.08 or (B) all Securities
          whose payment has theretofore been deposited in trust or segregated
          and held in trust by the Company and thereafter repaid to the Company
          or discharged from such trust as provided in Sections 2.04 and 2.05)
          have been delivered to the Trustee for cancellation; or

               (2) all such Securities not theretofore delivered to the Trustee
          for cancellation,

                    (A) have become due and payable, whether at the Final
               Maturity Date or any Redemption Date, or any Put Right Purchase
               Date, or a Fundamental Change Purchase Date, or upon conversion
               or otherwise, or

                    (B) are to be called for redemption within one year under
               arrangements satisfactory to the Trustee for the giving of notice
               of redemption by the Trustee in the name, and at the expense, of
               the Company;

provided in the case of clause (B), that

               (1) the Company or a Guarantor has deposited with the Trustee, a
          Paying Agent or a Conversion Agent, if applicable (other than the
          Company or any of its Affiliates) as trust funds in trust for the
          benefit of the Holders an amount in United States dollars sufficient
          to pay and discharge the entire Indebtedness on such Securities, not
          theretofore delivered to the Trustee for cancellation, for principal
          and interest (including Contingent Interest, if any) to the date of
          such deposit (in the case of Securities which have become due and
          payable) or to the Redemption Date, Final Maturity Date, Put Right
          Purchase Date or a Fundamental Change Purchase Date, as the case may
          be;

               (2) the Company or any Guarantor has paid or caused to be paid
          all other sums payable hereunder by the Company and any Guarantor; and

               (3) the Company has delivered to the Trustee an Officer's
          Certificate and an Opinion of Counsel in form and substance reasonably
          satisfactory to the Trustee each stating that (A) all conditions
          precedent herein relating to the satisfaction and discharge hereof
          have been complied with and (B) such satisfaction and discharge will
          not result in a breach or violation of, or constitute a default under,
          this Indenture or any other material agreement or instrument to which
          the Company or any Guarantor is a party or by which the Company or any
          Guarantor is bound.

          (b) Notwithstanding the satisfaction and discharge hereof, the
     obligations of the Company to the Trustee under Section 8.07 and, if United
     States dollars shall have been deposited with the Trustee pursuant to
     subclause (2) of clause (a) of this Section 9.01, the obligations of the
     Trustee under Section 9.02 and the last paragraph of Section 2.04 shall
     survive.

          Section 9.02. Application of Trust Money.

     Subject to the provisions of the last paragraph of Section 2.04, all United
States dollars deposited with the Trustee pursuant to Section 9.01 shall be held
in trust and applied by it, in accordance with the provisions of the Securities
and this Indenture, to the payment, either directly or through any Paying Agent
(including the Company acting as its own Paying Agent) as the Trustee may
determine, to the


                                      -75-

<PAGE>

Persons entitled thereto, of the principal of, premium, if any, and interest on,
the Securities for whose payment such United States dollars have been deposited
with the Trustee.

          Section 9.03. Reinstatement.

     If the Trustee, any Paying Agent or any Conversion Agent is unable to apply
any money in accordance with Section 9.02 by reason of any legal proceeding or
by reason of any order or judgment of any court or governmental authority
enjoining, restraining or otherwise prohibiting such application, then the
Company's obligations under this Indenture and the Securities shall be revived
and reinstated as though no deposit had occurred pursuant to Section 9.01 until
such time as the Trustee, such Paying Agent or such Conversion Agent is
permitted to apply all such money in accordance with Section 9.02; provided,
however, that if the Company has made any payment of the principal of or
interest on any Securities because of the reinstatement of its obligations, the
Company shall be subrogated to the rights of the Holders of such Securities to
receive any such payment from the money held by the Trustee, such Paying Agent
or such Conversion Agent.

                                   ARTICLE 10

                       AMENDMENTS; SUPPLEMENTS AND WAIVERS

          Section 10.01. Without Consent of Holders.

     (a) The Company, the Guarantors and the Trustee may amend or supplement
this Indenture or the Securities or the Note Guarantees without notice to or
consent of any Holder of a Security for the purpose of:

          (1) evidencing a successor to the Company or any Guarantor and the
     assumption by that successor of the Company's or such Guarantor's
     obligations under this Indenture, the Securities and the Guarantees;

          (2) adding to the Company's or any Guarantor's covenants for the
     benefit of the Holders or surrendering any right or power conferred upon
     the Company or any Guarantor;

          (3) securing the Company's and any Guarantor's obligations in respect
     of the Securities;

          (4) adding a guarantor or guarantors of the Securities or releasing
     any Guarantor in accordance with the terms of the Indenture;

          (5) evidencing and providing for the acceptance of the appointment of
     a successor trustee in accordance with Article 8;

          (6) complying with the requirements of the SEC in order to effect or
     maintain the qualification of this Indenture under the TIA, as contemplated
     by this Indenture or otherwise;

          (7) providing for conversion rights of Holders if any reclassification
     or change of Common Stock or any consolidation, merger or sale of all or
     substantially all of the Company's property and assets occurs or otherwise
     complying with the provisions of this Indenture in the event of a merger,
     consolidation or transfer of assets (including the provisions of Section
     4.10 and Article 6);


                                      -76-

<PAGE>

          (8) increasing the Conversion Rate, (A) in accordance with the terms
     of the Securities or (B) provided that the increase will not adversely
     affect the interests of Holders;

          (9) curing any ambiguity, omission or inconsistency in this Indenture
     or correcting or supplementing any defective provision contained in this
     Indenture;

          (10) allowing any Guarantor to execute a supplemental indenture and/or
     Guarantee with respect to the Securities; or

          (11) making any change that will not adversely affect the interests of
     the Holders in any material respect.

          Section 10.02. With Consent of Holders.

     (a) The Company, the Guarantors and the Trustee may amend or supplement
this Indenture, the Securities and/or the Guarantees with the consent of the
Holders of at least a majority in aggregate principal amount of the Outstanding
Securities (including consents obtained in connection with a tender offer or
exchange offer for Securities). However, without the written consent of each
Holder affected, an amendment, supplement or waiver may not:

          (1) alter the manner of calculation or rate of accrual of interest,
     including Contingent Interest, if any, on any Security or change the time
     of payment of any installment of interest on, or any Additional Interest
     with respect to, any Security;

          (2) make any of the Securities payable in money or securities other
     than that stated in the Securities;

          (3) change the stated maturity of any Security;

          (4) reduce the principal amount, redemption price, Put Right Purchase
     Price or Fundamental Change Purchase Price (including any Make-Whole
     Premium) payable with respect to any of the Securities;

          (5) make any change that adversely affects the rights of a Holder to
     convert any of the Securities in any material respect;

          (6) make any change that adversely affects the rights of Holders to
     require the Company to purchase Securities at the option of Holders in any
     material respect;

          (7) impair the right to institute suit for the enforcement of any
     payment on or with respect to any Security or with respect to the
     conversion of any Security; or

          (8) change the provisions in this Indenture that relate to modifying
     or amending this Indenture or waiving any past Default.

     (b) Without limiting the provisions of Section 10.02(a) hereof, the Holders
of a majority in aggregate principal amount of the Securities then outstanding
may, on behalf of all the Holders of all Securities, (i) waive compliance by the
Company or any Guarantor with the restrictive provisions of this Indenture, and
(ii) waive any past Default of Event of Default under this Indenture and its
consequences, except an uncured failure to pay when due the principal amount,
accrued and unpaid interest (including Contingent Interest, if any), accrued and
unpaid Additional Interest, Put Right Purchase Price or


                                      -77-

<PAGE>

Fundamental Change Purchase Price, if any and as applicable, or to deliver
Common Stock as required, with respect to the Securities, or in respect of any
provision which under this Indenture cannot be modified or amended without the
consent of the Holder of each outstanding Security affected.

     (c) The Holders of 75% in aggregate principal amount of the Securities then
outstanding is required for any amendment to, or waiver of, the provisions of
Article 11 that adversely affects the rights of Holders.

     (d) Upon the written request of the Company and each Guarantor, if any,
accompanied by a copy of Board Resolutions authorizing the execution of any such
supplemental indenture or Guarantee, and upon the filing with the Trustee of
evidence of the consent of Holders as aforesaid, the Trustee shall join with the
Company and each Guarantor in the execution of such supplemental indenture or
Guarantee.

     It shall not be necessary for any Act of Holders under this Section 10.02
to approve the particular form of any proposed supplemental indenture or
Guarantee or agreement or instrument relating to any Guarantee, but it shall be
sufficient if such Act shall approve the substance thereof.

          Section 10.03. Execution of Supplemental Indentures and Agreements.

     In executing, or accepting the additional trusts created by, any
supplemental indenture, agreement, instrument or waiver permitted by this
Article 10 or the modifications thereby of the trusts created by this Indenture,
the Trustee shall be entitled to receive, in addition to the documents required
by Section 13.04, and (subject to TIA Sections 315(a) through 315(d) and Section
603(a) hereof) shall be fully protected in relying upon, an Opinion of Counsel
and an Officer's Certificate stating that the execution of such supplemental
indenture, agreement or instrument (a) is authorized or permitted by this
Indenture and (b) does not violate the provisions of any agreement or instrument
evidencing any other Indebtedness of the Company, any Guarantor or any other
Restricted Subsidiary. The Trustee may, but shall not be obligated to, enter
into any such supplemental indenture, agreement or instrument which affects the
Trustee's own rights, duties or immunities under this Indenture, any Guarantee
or otherwise.

          Section 10.04. Effect of Supplemental Indentures.

     Upon the execution of any supplemental indenture under this Article 10,
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.

          Section 10.05. Conformity with Trust Indenture Act.

     Every supplemental indenture executed pursuant to this Article 10 shall
conform to the requirements of the Trust Indenture Act as then in effect.

          Section 10.06. Reference in Securities to Supplemental Indentures.

     Securities authenticated and delivered after the execution of any
supplemental indenture pursuant to this Article 10 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, to any such supplemental indenture may be prepared and
executed by the Company and each Guarantor and authenticated and delivered by
the Trustee in exchange for Outstanding Securities.


                                      -78-

<PAGE>

          Section 10.07. Notice of Supplemental Indentures.

     Promptly after the execution by the Company, any Guarantor and the Trustee
of any supplemental indenture pursuant to the provisions of Section 10.02, the
Company shall give notice thereof to the Holders of each Outstanding Security
affected, in the manner provided for in Section 13.02, setting forth in general
terms the substance of such supplemental indenture. Any failure of the Company
to mail such notice, or any defect therein, shall not, however, in any way
impair or affect the validity of any such supplemental indenture.

          Section 10.08. Rights of Holders of Senior Debt.

     No amendment, modification or waiver of this Indenture or the Securities
shall adversely affect the rights of any holder of Senior Debt or Senior
Guarantor Indebtedness under the subordination provisions included in Articles
11 and 12 of this Indenture without the consent of such holder.

                                   ARTICLE 11

                                  SUBORDINATION

          Section 11.01. Agreement to Subordinate.

     The Company covenants and agrees, and each Holder of Securities, by such
Holder's acceptance thereof, likewise covenants and agrees, that the
Indebtedness represented by the Securities and and all other Indenture
Obligations is hereby expressly subordinated and junior, to the extent and in
the manner set forth and as set forth in this Article 11, in right of payment to
the prior payment in full in cash (or as otherwise agreed to by the holders of
Senior Debt) of all Senior Debt; provided, however, that the Securities, the
Indebtedness represented thereby and the payment of the principal of and
premium, if any, and interest (including Contingent Interest, if any) on the
Securities in all respects shall rank equally with, or prior to, all existing
and future Indebtedness of the Company that is expressly subordinated in right
of payment to any Senior Debt.

     This Article 11 shall constitute a continuing offer to all Persons who, in
reliance upon such provisions, become holders of, or continue to hold Senior
Debt; and such provisions are made for the benefit of the holders of Senior
Debt; and such holders are made obligees hereunder and they or each of them may
enforce directly such provisions.

          Section 11.02. Payment Over of Proceeds Upon Dissolution, etc.

     (a) In the event of (1) any insolvency or bankruptcy case or proceeding, or
any receivership, liquidation, reorganization or other similar case or
proceeding in connection therewith, relative to the Company or its assets, or
(2) any liquidation, dissolution or other winding up of the Company, whether
voluntary or involuntary, or whether or not involving insolvency or bankruptcy,
or (3) any assignment for the benefit of creditors or any other marshaling of
assets or liabilities of the Company, then and in any such event all amounts due
or to become due on or in respect of the Senior Debt shall first be paid in full
in cash (or as otherwise agreed to by the holders of Senior Debt) before the
Holders of the Securities are entitled to receive any payment or distribution of
any kind or character (excluding Permitted Junior Payments) on account of the
Indenture Obligations or on account of the purchase, redemption, or other
acquisition of (including any conversion or cash purchase pursuant to the
exercise of the Fundamental Change purchase right or otherwise), or in respect
of, the Indenture Obligations (other than amounts previously set aside with the
Trustee, or payments previously made, in either case, pursuant to the provisions
of Section 9.01 of this Indenture);


                                      -79-

<PAGE>

     (b) any payment or distribution of assets of the Company of any kind or
character, whether in cash, property or securities (other than Permitted Junior
Payments), by set-off or otherwise, to which the Holders or the Trustee would be
entitled but for the provisions of this Article 11 shall be paid by the
liquidating trustee or agent or other Person making such payment or
distribution, whether a trustee in bankruptcy, a receiver or liquidating trustee
or otherwise, directly to the holders of Senior Debt or their representative or
representatives or to the trustee or trustees under any indenture under which
any instruments evidencing any of such Senior Debt may have been issued, ratably
according to the aggregate amounts remaining unpaid on account of the Senior
Debt held or represented by each, to the extent necessary to make payment in
full in cash (or as otherwise agreed to by the holders of Senior Debt), of all
Senior Debt remaining unpaid, after giving effect to any concurrent payment or
distribution to the holders of such Senior Debt; and

     (c) in the event that, notwithstanding the foregoing provisions of this
Section 11.02, the Trustee or the Holder of any Security shall have received any
payment or distribution of assets of the Company of any kind or character,
whether in cash, property or securities (excluding Permitted Junior Payments),
in respect of the Indenture Obligations before all Senior Debt is paid in full
in cash (or as otherwise agreed to by the holders of Senior Debt), then and in
such event such payment or distribution (excluding Permitted Junior Payments)
shall be held in Trust for the benefit of, and shall be paid over or delivered
forthwith to, the holders of Senior Debt for application to the payment of all
Senior Debt remaining unpaid, to the extent necessary to pay all Senior Debt in
full in cash (or as otherwise agreed to by the holders of Senior Debt), after
giving effect to any concurrent payment or distribution to or for the holders of
Senior Debt.

     The consolidation of the Company with, or the merger of the Company with or
into, another Person or the liquidation or dissolution of the Company following
the sale, assignment, conveyance, transfer, lease or other disposal of its
properties and assets substantially as an entirety to another Person upon the
terms and conditions set forth in Article 6 shall not be deemed a dissolution,
winding up, liquidation, reorganization, assignment for the benefit of creditors
or marshaling of assets and liabilities of the Company for the purposes of this
Section if the Person formed by such consolidation or the surviving entity of
such merger or the Person which acquires by sale, assignment, conveyance,
transfer, lease or other disposal of such properties and assets substantially as
an entirety, as the case may be, shall, as a part of such consolidation, merger,
sale, assignment, conveyance, transfer, lease or other disposal, comply with the
conditions set forth in Article 6.

     (d) In the event of any acceleration of Maturity of the Securities because
of an Event of Default, unless the full amount due in respect of all Senior Debt
is paid in cash or other form of payment satisfactory to the holders of Senior
Debt, no payment shall be made by the Company with respect to the principal of,
premium, if any, or interest (including Contingent Interest, if any) on the
Securities or to acquire any of the Securities (including any redemption,
conversion or cash purchase pursuant to the exercise of the Fundamental Change
purchase right or otherwise).

          Section 11.03. Suspension of Payment When Designated Senior Debt in
Default.

     (a) Unless Section 11.02 shall be applicable, upon the occurrence and
during the continuance of any default in the payment of any Designated Senior
Debt (whether upon maturity, mandatory prepayment, acceleration or otherwise)
beyond any applicable grace period (a "Payment Default"), no payment (other than
amounts previously set aside with the Trustee or payments previously made, in
either case, pursuant to Section 9.01 of this Indenture) or distribution of any
assets of the Company or any Subsidiary thereof of any kind or character
(excluding Permitted Junior Payments) may be made by the Company or any
Subsidiary thereof on account of the Indenture Obligations, or on account of the
purchase, redemption or other acquisition of or in respect of, the Indenture
Obligations unless and until


                                      -80-

<PAGE>

such Payment Default shall have been cured or waived or shall have ceased to
exist or such Designated Senior Debt shall have been discharged or paid in full
in cash or as otherwise agreed to by the holders of Designated Senior Debt,
after which the Company shall (subject to the other provisions of this Article
11) resume making any and all required payments in respect of the Indenture
Obligations, including any missed payments.

     (b) Unless Section 11.02 shall be applicable, (1) upon the occurrence and
during the continuance of any non-payment default or non-payment event of
default with respect to any Designated Senior Debt pursuant to which the
maturity thereof may then be accelerated (a "Non-Payment Default") and (2) after
the receipt by the Trustee (i) if Indebtedness is outstanding under the Credit
Agreement, from the agent thereunder and (ii) if no Indebtedness is outstanding
under the Credit Agreement, from a Senior Representative, of written notice of
such Non-Payment Default, no payment (other than any amounts previously set
aside with the Trustee, or payments previously made, in either case, pursuant to
the provisions of Section 9.01 of this Indenture) or distribution of any assets
of the Company of any kind or character (excluding any Permitted Junior Payment)
may be made by the Company or any Subsidiary thereof on account of the Indenture
Obligations, or on account of the purchase, redemption or other acquisition of,
or in respect of, the Indenture Obligations for the period specified below
("Payment Blockage Period").

     (c) The Payment Blockage Period shall commence upon the receipt of notice
of the Non-payment Default by the Trustee and the Company from a Senior
Representative and shall end on the earliest of (i) the 179th day after such
commencement, (ii) the date on which such Non-Payment Default (and all other
Non-Payment Defaults as to which notice is given after such Payment Blockage
Period is initiated) is cured, waived or ceases to exist or on which such
Designated Senior Debt is discharged or paid in full in cash or as otherwise
agreed to by the holders of Designated Senior Debt, or (iii) the date on which
such Payment Blockage Period (and all Non-Payment Defaults as to which notice is
given after such Payment Blockage Period is initiated) shall have been
terminated by written notice to the Company or the Trustee from the Senior
Representative initiating such Payment Blockage Period, after which, in the case
of clauses (i), (ii) and (iii), the Company shall promptly resume making any and
all required payments in respect of the Securities, including any missed
payments. In no event shall a Payment Blockage Period extend beyond 179 days
from the date of the receipt by the Company and the Trustee of the notice
initiating such Payment Blockage Period (such 179-day period referred to as the
"Initial Period"). Any number of notices of Non-Payment Defaults may be given
during the Initial Period; provided that during any period of 360 consecutive
days only one Payment Blockage Period, during which payment of principal of,
premium, if any, or interest on, the Securities may not be made, may commence
and the duration of such period may not exceed 179 days. No Non-Payment Default
with respect to any Designated Senior Debt that existed or was continuing on the
date of the commencement of any Payment Blockage Period will be, or can be, made
the basis for the commencement of a second Payment Blockage Period, whether or
not within a period of 360 consecutive days, unless such default has been cured
or waived for a period of not less than 90 consecutive days (it being
acknowledged that any subsequent action or any breach of a financial covenant
for a period ending after the date of commencement of such Payment Blockage
Period that, in either case, would give rise to an event of default pursuant to
any provision under which an event of default previously existed or was
continuing shall constitute a new event of default for this purpose). The
Company shall deliver a notice to the Trustee promptly after the date on which
any Non-Payment Default is cured or waived or ceases to exist or on which the
Designated Senior Debt related thereto is discharged or paid in full, and the
Trustee is authorized to act in reliance on such notice.

     (d) In the event that, notwithstanding the foregoing, the Company shall
make any payment to the Trustee or the Holder of any Security prohibited by the
foregoing provisions of this Section, then and in such event such payment shall
be held in trust for the benefit of, and shall be paid over and delivered


                                      -81-

<PAGE>

forthwith to, the holders of the Senior Debt (pro rata to such holders) or their
respective Senior Representatives, as their interests may appear, for
application to Senior Debt until the Senior Debt has been paid in full in cash
(or as otherwise agreed to by the holders of Senior Debt).

          Section 11.04. Notice of Acceleration of Securities.

     If payment of the Securities is accelerated because of an Event of Default,
the Company will promptly notify holders of Senior Debt of the acceleration.

          Section 11.05. Payment Permitted if No Default.

     Nothing contained in this Article 11, elsewhere in this Indenture or in any
of the Securities shall prevent the Company, at any time except during the
pendency of any case, proceeding, dissolution, liquidation or other winding-up,
assignment for the benefit of creditors or other marshaling of assets and
liabilities of the Company referred to in Section 11.02 or under the conditions
described in Section 11.03, from making payments at any time of principal of,
premium, if any, or interest (including Contingent Interest, if any) on the
Securities.

          Section 11.06. Subrogation to Rights of Holders of Senior Debt.

     After the payment in full in cash (or as otherwise agreed by the holders of
Senior Debt) of all Senior Debt, the Holders of the Securities shall be
subrogated to the rights of the holders of such Senior Debt to receive payments
and distributions of cash, property and securities applicable to the Senior Debt
until the principal of, premium, if any, and interest (including Contingent
Interest, if any) on, the Securities shall be paid in full. For purposes of such
subrogation, no payments or distributions to the holders of Senior Debt of any
cash, property or securities to which the Holders of the Securities or the
Trustee would be entitled except for the provisions of this Article 11, and no
payments over pursuant to the provisions of this Article 11 to the holders of
Senior Debt by Holders of the Securities or the Trustee, shall, as among the
Company, its creditors other than holders of Senior Debt, and the Holders of the
Securities, be deemed to be a payment or distribution by the Company to or on
account of the Senior Debt.

          Section 11.07. Provisions Solely to Define Relative Rights.

     The provisions of this Article 11 are intended solely for the purpose of
defining the relative rights of the Holders of the Securities on the one hand
and the holders of Senior Debt on the other hand. Nothing contained in this
Article 11 or elsewhere in this Indenture or in the Securities is intended to or
shall (a) impair, as among the Company, its creditors other than holders of
Senior Debt and the Holders of the Securities, the obligation of the Company,
which is absolute and unconditional, to pay to the Holders of the Securities the
principal of, premium, if any, and interest (including Contingent Interest, if
any) on, the Securities as and when the same shall become due and payable in
accordance with their terms; or (b) affect the relative rights against the
Company of the Holders of the Securities and creditors of the Company other than
the holders of Senior Debt; or (c) prevent the Trustee or the Holder of any
Security from exercising all remedies otherwise permitted by applicable law upon
default under this Indenture, subject to the rights, if any, under this Article
11 of the holders of Senior Debt (1) in any case, proceeding, dissolution,
liquidation or other winding up, assignment for the benefit of creditors or
other marshaling of assets and liabilities of the Company referred to in Section
11.02, to receive, pursuant to and in accordance with such Section, cash,
property and securities otherwise payable or deliverable to the Trustee or such
Holder, or (2) under the conditions specified in Section 11.03, to prevent any
payment prohibited by such Section or enforce their rights pursuant to Section
11.03(d).


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<PAGE>

          Section 11.08. Trustee to Effectuate Subordination.

     Each Holder of Securities, by the Holder's acceptance thereof, authorizes
and directs the Trustee on such Holder's behalf to take such action as may be
necessary or appropriate to effectuate the subordination as provided in this
Article 11, and appoints the Trustee to act as such Holder's attorney-in-fact
for any and all such purposes, including, in the event of any dissolution,
winding-up, liquidation or reorganization of the Company whether in bankruptcy,
insolvency, receivership proceedings, or otherwise, the timely filing of a claim
for the unpaid balance of the Indebtedness of the Company owing to such Holder
in the form required in such proceedings and the causing of such claim to be
approved.

     If the Trustee does not file a proper proof of claim or proof of debt in
the form required in any proceeding referred to in Section 7.09 hereof at least
30 days before the expiration of the time to file such claim or claims, then the
holders of the Senior Debt or their Senior Representatives are hereby authorized
to have the right to file and are hereby authorized to file an appropriate claim
for and on behalf of the Holders of said Securities. Nothing herein contained
shall be deemed to authorize the Trustee or the holders of Senior Debt or their
Senior Representatives to authorize or consent to or accept or adopt on behalf
of any Holder any plan or reorganization, arrangement, adjustment or composition
affecting the Securities or the rights of any Holder thereof, or to authorize
the Trustee or the holders of Senior Debt or their Senior Representatives to
vote in respect of the claim of any Holder in any such proceeding.

          Section 11.09. No Waiver of Subordination Provisions.

     (a) No right of any present or future holder of any Senior Debt to enforce
subordination as herein provided shall at any time in any way be prejudiced or
impaired by any act or failure to act on the part of the Company or by any act
or failure to act, in good faith, by any such holder, or by any non-compliance
by the Company with the terms, provisions and covenants of this Indenture,
regardless of any knowledge thereof any such holder may have or be otherwise
charged with.

     Without limiting the generality of paragraph (a) of this Section 11.09, the
holders of Senior Debt may, at any time and from time to time, without the
consent of or notice to the Trustee or the Holders of the Securities, without
incurring responsibility to the Holders of the Securities and without impairing
or releasing the subordination provided in this Article 11 or the obligations
hereunder of the Holders of the Securities to the holders of Senior Debt, do any
one or more of the following: (1) change the manner, place or terms of payment
or extend the time of payment of, or renew or alter, Senior Debt or any
instrument evidencing the same or any agreement under which Senior Debt is or
may be outstanding; (2) sell, exchange, release or otherwise deal with any
property pledged, mortgaged or otherwise securing Senior Debt; (3) release any
Person liable in any manner for the collection or payment of Senior Debt; and
(4) exercise or refrain from exercising any rights against the Company and any
other Person; provided, however, that in no event shall any such actions limit
the right of the Holders of the Securities to take any action to accelerate the
maturity of the Securities pursuant to Article 7 of this Indenture or to pursue
any rights or remedies hereunder or under applicable laws if the taking of such
action does not otherwise violate the terms of this Article 11.

          Section 11.10. Notice to Trustee.

     (a) The Company shall give prompt written notice to the Trustee of any fact
known to the Company which would prohibit the making of any payment to or by the
Trustee in respect of the Securities. Notwithstanding the provisions of this
Article 11 or any other provision of this Indenture, the Trustee shall not be
charged with knowledge of the existence of any facts which would prohibit the
making of any payment to or by the Trustee in respect of the Securities, unless
and until the Trustee shall have received written notice thereof from the
Company or a holder of Senior Debt or from a Senior


                                      -83-

<PAGE>

Representative or any trustee, fiduciary or agent therefor; and, prior to the
receipt of any such written notice, the Trustee shall be entitled in all
respects to assume that no such facts exist; provided, however, that if the
Trustee shall not have received the notice provided for in this Section 11.10 by
Noon, Eastern Time, on the third Business Day prior to the date upon which by
the terms hereof any money may become payable for any purpose (including,
without limitation, the payment of the principal of, premium, if any, or
interest (including Contingent Interest, if any) on any Security), then,
anything herein contained to the contrary notwithstanding but without limiting
the rights and remedies of the holders of Senior Debt, a Senior Representative
or any trustee, fiduciary or agent thereof, the Trustee shall have full power
and authority to receive such money and to apply the same to the purpose for
which such money was received and shall not be affected by any notice to the
contrary which may be received by it after such date; nor shall the Trustee be
charged with knowledge of the curing of any such default or the elimination of
the act or condition preventing any such payment unless and until the Trustee
shall have received an Officer's Certificate to such effect.

     (b) Subject to Section 8.01, the Trustee shall be entitled to rely on the
delivery to it of a written notice to the Trustee and the Company by a Person
representing himself to be a Senior Representative or a holder of Senior Debt
(or a trustee, fiduciary or agent therefor) to establish that such notice has
been given by a Senior Representative or a holder of Senior Debt (or a trustee,
fiduciary or agent therefor); provided, however, that failure to give such
notice to the Company shall not affect in any way the ability of the Trustee to
rely on such notice. In the event that the Trustee determines in good faith that
further evidence is required with respect to the right of any Person as a holder
of Senior Debt to participate in any payment or distribution pursuant to this
Article 11, the Trustee may request such Person to furnish evidence to the
reasonable satisfaction of the Trustee as to the amount of Senior Debt held by
such Person, the extent to which such Person is entitled to participate in such
payment or distribution and any other facts pertinent to the rights of such
Person under this Article 11, and if such evidence is not furnished, the Trustee
may defer any payment to such Person pending judicial determination as to the
right of such Person to receive such payment.

          Section 11.11. Reliance on Judicial Orders or Certificates.

     Upon any payment or distribution of assets of the Company referred to in
this Article 11, the Trustee and the Holders of the Securities shall be entitled
to rely upon any order or decree entered by any court of competent jurisdiction
in which such insolvency, bankruptcy, receivership, liquidation, reorganization,
dissolution, winding up or similar case or proceeding is pending, or a
certificate of the trustee in bankruptcy, receiver, liquidating trustee,
custodian, assignee for the benefit of creditors, agent or other Person making
such payment or distribution, or a certificate of a Senior Representative,
delivered to the Trustee or to the Holders of Securities for the purpose of
ascertaining the Persons entitled to participate in such payment or
distribution, the holders of Senior Debt and other Indebtedness of the Company,
the amount thereof or payable thereon, the amount or amounts paid or distributed
thereon and all other facts pertinent thereto or to this Article 11, provided
that the foregoing shall apply only if such court has been fully apprised of the
provisions of this Article 11.

          Section 11.12. Rights of Trustee as a Holder of Senior Debt;
Preservation of Trustee's Rights.

     The Trustee in its individual capacity shall be entitled to all the rights
set forth in this Article 11 with respect to any Senior Debt which may at any
time be held by it, to the same extent as any other holder of Senior Debt, and
nothing in this Indenture shall deprive the Trustee of any of its rights as such
holder. Nothing in this Article 11 shall apply to claims of, or payments to, the
Trustee under or pursuant to Section 8.07.


                                      -84-
<PAGE>

          Section 11.13. Article Applicable to Paying Agents.

     In case at any time any Paying Agent other than the Trustee shall have been
appointed by the Company and be then acting under this Indenture, the term
"Trustee" as used in this Article 11 shall in such case (unless the context
otherwise requires) be construed as extending to and including such Paying Agent
within its meaning as fully for all intents and purposes as if such Paying Agent
were named in this Article 11 in addition to or in place of the Trustee;
provided, however, that Section 11.12 shall not apply to the Company or any
Affiliate of the Company if it or such Affiliate acts as Paying Agent.

          Section 11.14. No Suspension of Remedies.

     Nothing contained in this Article 11 shall limit the right of the Trustee
or the Holders of Securities to take any action to accelerate the maturity of
the Securities pursuant to Article 7 of this Indenture or to pursue any rights
or remedies hereunder or under applicable law, subject to the rights, if any,
under this Article of the holders, from time to time, of Senior Debt to receive
the cash, property or securities receivable upon the exercise of such rights or
remedies.

          Section 11.15. Trustee's Relation to Senior Debt.

     With respect to the holders of Senior Debt, the Trustee undertakes to
perform or to observe only such of its covenants and obligations as are
specifically set forth in this Article 11, and no implied covenants or
obligations with respect to the holders of Senior Debt shall be read into this
Article 11 against the Trustee. The Trustee shall not be deemed to owe any
fiduciary duty to the holders of Senior Debt.

                                   ARTICLE 12

                                 NOTE GUARANTEES

          Section 12.01. Guarantee.

     For value received, each of the Guarantors, in accordance with this Article
12, hereby absolutely, fully, unconditionally and irrevocably guarantees,
jointly and severally with each other and with each other Person which may
become a Guarantor hereunder, to the Trustee and the Holders, as if the
Guarantors were the principal debtor, the punctual payment and performance when
due of all Indenture Obligations (which for purposes of this Guarantee shall
also be deemed to include all commissions, fees, charges, costs and other
expenses (including reasonable legal fees and disbursements of one counsel)
arising out of or incurred by the Trustee or the Holders in connection with the
enforcement of this Guarantee).

          Section 12.02. Continuing Guarantee; No Right of Set-Off; Independent
Obligation.

     (a) This Guarantee shall be a continuing guarantee of the payment and
performance of all Indenture Obligations and shall remain in full force and
effect until the payment in full of all of the Indenture Obligations and shall
apply to any ultimate balance due or remaining unpaid to the Trustee or the
Holders in respect of the Indenture Obligations; and this Guarantee shall not be
considered as wholly or partially satisfied by the payment or liquidation at any
time or from time to time of any sum of money for the time being due or
remaining unpaid to the Trustee or the Holders. Without limiting the generality
of the foregoing, each Guarantor's liability shall extend to all amounts which
constitute part of the Indenture Obligations and would be owed by the Company
under this Indenture and the Securities but for


                                      -85-

<PAGE>

the fact that they are unenforceable, reduced, limited, impaired, suspended or
not allowable due to the existence of a bankruptcy, reorganization or similar
proceeding involving the Company.

     (b) Each Guarantor, jointly and severally, hereby guarantees that the
Indenture Obligations will be paid to the Trustee without set-off or
counterclaim or other reduction whatsoever (whether for taxes, withholding or
otherwise) in lawful currency of the United States of America.

     (c) Each Guarantor, jointly and severally, guarantees that the Indenture
Obligations shall be paid strictly in accordance with their terms regardless of
any law, regulation or order now or hereafter in effect in any jurisdiction
affecting any of such terms or the rights of the holders of the Securities.

     (d) Each Guarantor's liability to pay or perform or cause the performance
of the Indenture Obligations under this Guarantee shall arise forthwith after
demand for payment or performance by the Trustee has been given to the
Guarantors in the manner prescribed in Section 13.02 hereof.

     (e) Except as provided herein, the provisions of this Article 12 cover all
agreements between the parties hereto relative to this Guarantee and none of the
parties shall be bound by any representation, warranty or promise made by any
Person relative thereto which is not embodied herein; and it is specifically
acknowledged and agreed that this Guarantee has been delivered by each Guarantor
free of any conditions whatsoever and that no representations, warranties or
promises have been made to any Guarantor affecting its liabilities hereunder,
and that the Trustee shall not be bound by any representations, warranties or
promises now or at any time hereafter made by the Company to any Guarantor.

     (f) This Guarantee is a guarantee of payment, performance and compliance
and not of collectibility and is in no way conditioned or contingent upon any
attempt to collect from or enforce performance or compliance by the Company or
upon any event or condition whatsoever.

     (g) The obligations of the Guarantors set forth herein constitute the full
recourse obligations of the Guarantors enforceable against them to the full
extent of all their assets and properties.

          Section 12.03. Guarantee Absolute.

     The obligations of the Guarantors hereunder are independent of the
obligations of the Company under the Securities and this Indenture and a
separate action or actions may be brought and prosecuted against any Guarantor
whether or not an action or proceeding is brought against the Company and
whether or not the Company is joined in any such action or proceeding. The
liability of the Guarantors hereunder is irrevocable, absolute and unconditional
and (to the extent permitted by law) the liability and obligations of the
Guarantors hereunder shall not be released, discharged, mitigated, waived,
impaired or affected in whole or in part by:

          (a) any defect or lack of validity or enforceability in respect of any
     Indebtedness or other obligation of the Company or any other Person under
     this Indenture or the Securities, or any agreement or instrument relating
     to any of the foregoing;

          (b) any grants of time, renewals, extensions, indulgences, releases,
     discharges or modifications which the Trustee or the Holders may extend to,
     or make with, the Company, any Guarantor or any other Person, or any change
     in the time, manner or place of payment of, or in any other term of, all or
     any of the Indenture Obligations, or any other amendment or waiver of, or
     any consent to or departure from, this Indenture or the Securities,
     including any increase or decrease in the Indenture Obligations;


                                      -86-

<PAGE>

          (c) the taking of security from the Company, any Guarantor or any
     other Person, and the release, discharge or alteration of, or other dealing
     with, such security;

          (d) the occurrence of any change in the laws, rules, regulations or
     ordinances of any jurisdiction by any present or future action of any
     governmental authority or court amending, varying, reducing or otherwise
     affecting, or purporting to amend, vary, reduce or otherwise affect, any of
     the Indenture Obligations and the obligations of any Guarantor hereunder;

          (e) the abstention from taking security from the Company, any
     Guarantor or any other Person or from perfecting, continuing to keep
     perfected or taking advantage of any security;

          (f) any loss, diminution of value or lack of enforceability of any
     security received from the Company, any Guarantor or any other Person, and
     including any other guarantees received by the Trustee;

          (g) any other dealings with the Company, any Guarantor or any other
     Person, or with any security;

          (h) Trustee's or the Holders' acceptance of compositions from the
     Company or any Guarantor;

          (i) the application by the Holders or the Trustee of all monies at any
     time and from time to time received from the Company, any Guarantor or any
     other Person on account of any indebtedness and liabilities owing by the
     Company or any Guarantor to the Trustee or the Holders, in such manner as
     the Trustee or the Holders deems best and the changing of such application
     in whole or in part and at any time or from time to time, or any manner of
     application of collateral, or proceeds thereof, to all or any of the
     Indenture Obligations, or the manner of sale of any collateral;

          (j) the release or discharge of the Company or any Guarantor of the
     Securities or of any Person liable directly as surety or otherwise by
     operation of law or otherwise for the Securities, other than an express
     release in writing given by the Trustee, on behalf of the Holders, of the
     liability and obligations of any Guarantor hereunder;

          (k) any change in the name, business, capital structure or governing
     instrument of the Company or any Guarantor or any refinancing or
     restructuring of any of the Indenture Obligations;

          (l) the sale of the Company's or any Guarantor's business or any part
     thereof;

          (m) subject to Section 12.13, any merger or consolidation, arrangement
     or reorganization of the Company, any Guarantor, any Person resulting from
     the merger or consolidation of the Company or any Guarantor with any other
     Person or any other successor to such Person or merged or consolidated
     Person or any other change in the corporate existence, structure or
     ownership of the Company or any Guarantor or any change in the corporate
     relationship between the Company and any Guarantor, or any termination of
     such relationship;

          (n) the insolvency, bankruptcy, liquidation, winding-up, dissolution,
     receivership, arrangement, readjustment, assignment for the benefit of
     creditors or distribution of the assets of the Company or its assets or any
     resulting discharge of any obligations of the Company (whether


                                      -87-

<PAGE>

     voluntary or involuntary) or of any Guarantor (whether voluntary or
     involuntary) or the loss of corporate existence;

          (o) subject to Section 12.13, any arrangement or plan of
     reorganization affecting the Company or any Guarantor;

          (p) any failure, omission or delay on the part of the Company to
     conform or comply with any term of this Indenture;

          (q) any limitation on the liability or obligations of the Company or
     any other Person under this Indenture, or any discharge, termination,
     cancellation, distribution, irregularity, invalidity or unenforceability in
     whole or in part of this Indenture;

          (r) any other circumstance (including any statute of limitations) that
     might otherwise constitute a defense available to, or discharge of, the
     Company or any Guarantor; or

          (s) any modification, compromise, settlement or release by the
     Trustee, or by operation of law or otherwise, of the Indenture Obligations
     or the liability of the Company or any other obligor under the Securities,
     in whole or in part, and any refusal of payment by the Trustee, in whole or
     in part, from any other obligor or other guarantor in connection with any
     of the Indenture Obligations, whether or not with notice to, or further
     assent by, or any reservation of rights against, each of the Guarantors.

          Section 12.04. Right to Demand Full Performance.

     In the event of any demand for payment or performance by the Trustee from
any Guarantor hereunder, subject to the subordination provisions of this Article
12, the Trustee or the Holders shall have the right to demand its full claim and
to receive all dividends or other payments in respect thereof until the
Indenture Obligations have been paid in full, and the Guarantors shall continue
to be jointly and severally liable hereunder for any balance which may be owing
to the Trustee or the Holders by the Company under this Indenture and the
Securities. The retention by the Trustee or the Holders of any security, prior
to the realization by the Trustee or the Holders of its rights to such security
upon foreclosure thereon, shall not, as between the Trustee and any Guarantor,
be considered as a purchase of such security, or as payment, satisfaction or
reduction of the Indenture Obligations due to the Trustee or the Holders by the
Company or any part thereof. Each Guarantor, promptly after demand, subject to
the subordination provisions of this Article 12, will reimburse the Trustee and
the Holders for all costs and expenses of collecting such amount under, or
enforcing this Guarantee, including, without limitation, the reasonable fees and
expenses of counsel.

          Section 12.05. Waivers.

     (a) Each Guarantor hereby expressly waives (to the extent permitted by law)
notice of the acceptance of this Guarantee and notice of the existence, renewal,
extension or the non-performance, non-payment, or non-observance on the part of
the Company of any of the terms, covenants, conditions and provisions of this
Indenture or the Securities or any other notice whatsoever to or upon the
Company or such Guarantor with respect to the Indenture Obligations, whether by
statute, rule of law or otherwise. Each Guarantor hereby acknowledges
communication to it of the terms of this Indenture and the Securities and all of
the provisions therein contained and consents to and approves the same. Each
Guarantor hereby expressly waives (to the extent permitted by law) diligence,
presentment, protest and demand for payment with respect to (i) any notice of
sale, transfer or other disposition of any right, title to or interest in the
Securities by the Holders or in this Indenture, (ii) any release of any
Guarantor from its


                                      -88-

<PAGE>

obligations hereunder resulting from any loss by it of its rights of subrogation
hereunder and (iii) any other circumstances whatsoever that might otherwise
constitute a legal or equitable discharge, release or defense of a guarantor or
surety or that might otherwise limit recourse against such Guarantor.

     (b) Without prejudice to any of the rights or recourses which the Trustee
or the Holders may have against the Company, each Guarantor hereby expressly
waives (to the extent permitted by law) any right to require the Trustee or the
Holders to:

          (1) enforce, assert, exercise, initiate or exhaust any rights,
     remedies or recourse against the Company, any Guarantor or any other Person
     under this Indenture or otherwise;

          (2) value, realize upon, or dispose of any security of the Company or
     any other Person held by the Trustee or the Holders;

          (3) initiate or exhaust any other remedy which the Trustee or the
     Holders may have in law or equity; or

          (4) mitigate the damages resulting from any default under this
     Indenture;

before requiring or becoming entitled to demand payment from such Guarantor
under this Guarantee.

          Section 12.06. The Guarantors Remain Obligated in Event the Company Is
No Longer Obligated to Discharge Indenture Obligations.

     It is the express intention of the Trustee and the Guarantors that if for
any reason the Company has no legal existence, is or becomes under no legal
obligation to discharge the Indenture Obligations owing to the Trustee or the
Holders by the Company or if any of the Indenture Obligations owing by the
Company to the Trustee or the Holders becomes irrecoverable from the Company by
operation of law or for any reason whatsoever, this Guarantee and the covenants,
agreements and obligations of the Guarantors contained in this Article 12 shall
nevertheless be binding upon the Guarantors, as principal debtor, until such
time as all such Indenture Obligations have been paid in full to the Trustee and
all Indenture Obligations owing to the Trustee or the Holders by the Company
have been discharged.

          Section 12.07. Limitation on Guarantor Liability.

     (a) Each Guarantor that is a Subsidiary of the Company, and by its
acceptance hereof each Holder, hereby confirms that it is the intention of all
such parties that the Guarantee by such Guarantor pursuant to its Guarantee not
constitute a fraudulent transfer or conveyance for purposes of the Bankruptcy
Law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act
or any similar federal or state law. To effectuate the foregoing intention, the
Holders and such Guarantor hereby irrevocably agree that the obligations of such
Guarantor under its Guarantee shall be limited to the maximum amount which,
after giving effect to all other contingent and fixed liabilities of such
Guarantor, and after giving effect to any collections from or payments made by
or on behalf of any other Guarantor in respect of the obligations of such other
Guarantor under its Guarantee or pursuant to its contribution obligations under
this Indenture, will result in the obligations of such Guarantor under its
Guarantee not constituting such fraudulent transfer or conveyance.

     (b) Each Guarantor that makes a payment or distribution under its Guarantee
shall be entitled to a contribution from each other Guarantor, if any, in a pro
rata amount based on the net assets of each Guarantor, determined in accordance
with GAAP.


                                      -89-

<PAGE>

     (c) Each Guarantor hereby waives all rights of subrogation or contribution,
whether arising by contract or operation of law (including, without limitation,
any such right arising under federal bankruptcy law) or otherwise by reason of
any payment by it pursuant to the provisions of this Article 12 until payment in
full of all Indenture Obligations.

          Section 12.08. Guarantee is in Addition to Other Security.

     This Guarantee shall be in addition to and not in substitution for any
other guarantees which the Trustee may now or hereafter hold in respect of the
Indenture Obligations owing to the Trustee or the Holders by the Company and
(except as may be required by law) the Trustee shall be under no obligation to
marshal in favor of each of the Guarantors any other guarantees or any moneys or
other assets which the Trustee may be entitled to receive or upon which the
Trustee or the Holders may have a claim.

          Section 12.09. No Bar to Further Actions.

     Except as provided by law, no action or proceeding brought or instituted
under this Article 12 and this Guarantee and no recovery or judgment in
pursuance thereof shall be a bar or defense to any further action or proceeding
which may be brought under this Article 12 and this Guarantee by reason of any
further default or defaults under this Article 12 and this Guarantee or in the
payment of any of the Indenture Obligations owing by the Company.

          Section 12.10. Failure to Exercise Rights Shall Not Operate as a
Waiver; No Suspension of Remedies.

     (a) No failure to exercise and no delay in exercising, on the part of the
Trustee or the Holders, any right, power, privilege or remedy under this Article
12 and this Guarantee shall operate as a waiver thereof, nor shall any single or
partial exercise of any rights, power, privilege or remedy preclude any other or
further exercise thereof, or the exercise of any other rights, powers,
privileges or remedies. The rights and remedies herein provided for are
cumulative and not exclusive of any rights or remedies provided in law or
equity.

     (b) Nothing contained in this Article 12 shall limit the right of the
Trustee or the Holders to take any action to accelerate the maturity of the
Securities pursuant to Article 7 or to pursue any rights or remedies hereunder
or under applicable law.

          Section 12.11. Trustee's Duties; Notice to Trustee.

     (a) Any provision in this Article 12 or elsewhere in this Indenture
allowing the Trustee to request any information or to take any action authorized
by, or on behalf of any Guarantor, shall be permissive and shall not be
obligatory on the Trustee except as the Holders may direct in accordance with
the provisions of this Indenture or where the failure of the Trustee to request
any such information or to take any such action arises from the Trustee's
negligence, bad faith or willful misconduct.

     (b) The Trustee shall not be required to inquire into the existence, powers
or capacities of the Company, any Guarantor or the officers, directors or agents
acting or purporting to act on their respective behalf.

          Section 12.12. Successors and Assigns.

     All terms, agreements and conditions of this Article 12 shall extend to and
be binding upon each Guarantor and its successors and permitted assigns and
shall inure to the benefit of and may be enforced


                                      -90-

<PAGE>

by the Trustee and its successors and assigns; provided, however, that the
Guarantors may not assign any of their rights or obligations hereunder other
than in accordance with Article 6 hereof.

          Section 12.13. Release of Guarantee.

     Concurrently with the payment in full of all of the Indenture Obligations,
the Guarantors shall be released from and relieved of their obligations under
this Article 12. Upon the delivery by the Company to the Trustee of an Officer's
Certificate and an Opinion of Counsel to the effect that the transaction giving
rise to the release of this Guarantee was made by the Company in accordance with
the provisions of this Indenture and the Securities, the Trustee shall execute
any documents reasonably required in order to evidence the release of the
Guarantors from their obligations under this Guarantee. If any of the Indenture
Obligations are revived and reinstated after the termination of this Guarantee,
then all of the obligations of the Guarantors under this Guarantee shall be
revived and reinstated as if this Guarantee had not been terminated until such
time as the Indenture Obligations are paid in full, and each Guarantor shall
enter into an amendment to this Guarantee, reasonably satisfactory to the
Trustee, evidencing such revival and reinstatement.

     This Guarantee shall terminate with respect to each Guarantor and shall be
automatically and unconditionally released and discharged as provided in Section
5.11(c).

          Section 12.14. Execution of Guarantee.

     (a) To evidence the Guarantee, each Guarantor hereby agrees to execute the
guarantee substantially in the form set forth in Exhibit C hereto, to be
endorsed on each Security authenticated and delivered by the Trustee and that
this Indenture shall be executed on behalf of each Guarantor by one of its
Chairman of the Board, its President, its Chief Executive Officer, its
President, its Chief Operating Officer, any Executive Vice President or Vice
President, its Treasurer, its Assistant Treasurer, its Secretary or its
Assistant Secretary. The signature of any of these officers on the Securities
may be manual or facsimile.

     (b) Any Person that was not a Guarantor on the initial Issue Date may
become a Guarantor by executing and delivering to the Trustee (i) a supplemental
indenture in form set forth in Exhibit B hereto, which subjects such Person to
the provisions (including the representations and warranties) of this Indenture
as a Guarantor, (ii) in the event that as of the date of such supplemental
indenture any Registrable Securities (as defined in the Registration Rights
Agreement) are outstanding, an instrument in form and substance satisfactory to
the Trustee which subjects such Person to the provisions of the Registration
Rights Agreement with respect to such outstanding Registrable Securities, and
(iii) an Opinion of Counsel to the effect that such supplemental indenture has
been duly authorized and executed by such Person and constitutes the legal,
valid and binding obligation of such Person (subject to such customary
assumptions and exceptions as may be acceptable to the Trustee in its reasonable
discretion).

     (c) If an officer whose signature is on this Indenture no longer holds that
office at the time the Trustee authenticates a Security on which this Guarantee
is endorsed, such Guarantee shall be valid nevertheless.

          Section 12.15. Guarantee Subordinate to Senior Guarantor Indebtedness.

     Each Guarantor covenants and agrees, and each Holder of a Guarantee, by
such Holder's acceptance thereof, likewise covenants and agrees, that the
Indebtedness represented by such Guarantor's Guarantee of the Securities and the
Indenture Obligations is hereby expressly subordinated and junior, to the extent
and in the manner set forth and as set forth in this Article 12, in right of
payment to the prior


                                      -91-

<PAGE>

payment in full in cash (or as otherwise agreed to by the holder of Senior
Guarantor Indebtedness) of all Senior Guarantor Indebtedness; provided, however,
that the Indebtedness represented thereby and the payment of the principal of
and premium, if any, and interest (including Contingent Interest, if any) on the
Securities in all respects shall rank equally with, or prior to, all existing
and future Indebtedness of such Guarantor that is expressly subordinated to such
Guarantor's Senior Guarantor Indebtedness.

     This Article 12 shall constitute a continuing offer to all Persons who, in
reliance upon such provisions, become holders of, or continue to hold Senior
Guarantor Indebtedness; and such provisions are made for the benefit of the
holders of Senior Guarantor Indebtedness; and such holders are made obligees
hereunder and they or each of them may enforce directly such provisions.

          Section 12.16. Payment Over of Proceeds Upon Dissolution of the
Guarantor, etc.

     (a) In the event of (1) any insolvency or bankruptcy case or proceeding, or
any receivership, liquidation, reorganization or other similar case or
proceeding, relative to any Guarantor or its assets, or (2) any liquidation,
dissolution or other winding up of any Guarantor, whether voluntary or
involuntary, or (3) any assignment for the benefit of creditors or any other
marshaling of assets or liabilities of any Guarantor, then and in any such
event:

          (1) all amounts due or to become due on or in respect of the Senior
     Guarantor Indebtedness shall first be paid in full in cash (or as otherwise
     agreed to by the holders of Senior Guarantor Indebtedness) before the
     Holders of the Securities are entitled to receive any payment or
     distribution of any kind or character (excluding Permitted Guarantor Junior
     Payments) on account of the Guarantee of such Guarantor (other than amounts
     previously set aside with the Trustee, or payments previously made, in
     either case, pursuant to the provisions of Section 9.01 of this Indenture);
     and

          (2) any payment or distribution of assets of any Guarantor of any kind
     or character, whether in cash, property or securities (excluding Permitted
     Guarantor Junior Payments), set-off or otherwise, to which the Holders or
     the Trustee would be entitled but for the subordination provisions of this
     Article 12 shall be paid by the liquidating trustee or agent or other
     Person making such payment or distribution, whether a trustee in
     bankruptcy, a receiver or liquidating trustee or otherwise, directly to the
     holders of Senior Guarantor Indebtedness or their representative or
     representatives or to the trustee or trustees under any indenture under
     which any instruments evidencing any of such Senior Guarantor Indebtedness
     may have been issued, ratably according to the aggregate amounts remaining
     unpaid on account of the Senior Guarantor Indebtedness held or represented
     by each, to the extent necessary to make payment in full in cash (or as
     otherwise agreed to by the holders of Senior Guarantor Indebtedness) of all
     Senior Guarantor Indebtedness remaining unpaid, after giving effect to any
     concurrent payment or distribution to the holders of such Senior Guarantor
     Indebtedness; and

          (3) in the event that, notwithstanding the foregoing provisions of
     this Section 12.16, the Trustee or the Holder of any Security shall have
     received any payment or distribution of assets of any Guarantor of any kind
     or character, whether in cash, property or securities (excluding Permitted
     Guarantor Junior Payments), in respect of any of the obligations of such
     Guarantor under the Guarantee of such Guarantor before all Senior Guarantor
     Indebtedness is paid in full in cash (or as otherwise agreed to by holders
     of Senior Guarantor Indebtedness), then and in such event such payment or
     distribution (excluding Permitted Guarantor Junior Payments) shall be held
     in trust for the benefit of, and shall be paid over or delivered forthwith
     to, the holders of Senior Guarantor Indebtedness for application to the
     payment of all Senior Guarantor Indebtedness remaining unpaid, to the
     extent necessary to pay all Senior Guarantor Indebtedness


                                      -92-

<PAGE>

     in full in cash (or as otherwise agreed to by the holders of Senior
     Guarantor Indebtedness) after giving effect to any concurrent payment or
     distribution to or for the holders of Senior Guarantor Indebtedness.

     (b) The consolidation of any Guarantor with, or the merger of any Guarantor
with or into, another Person or the liquidation or dissolution of any Guarantor
following the sale, assignment, conveyance, transfer, lease or other disposal of
its properties and assets substantially as an entirety to another Person upon
the terms and conditions set forth in Article 6 shall not be deemed a
dissolution, winding up, liquidation, reorganization, assignment for the benefit
of creditors or marshaling of assets and liabilities of such Guarantor for the
purposes of this Section 12.16 if the Person formed by such consolidation or the
surviving entity of such merger or the Person which acquires by sale,
assignment, conveyance, transfer, lease or other disposal of such properties and
assets substantially as an entirety, as the case may be, shall, as a part of
such consolidation, merger, sale, assignment, conveyance, transfer, lease or
other disposal, comply with the conditions set forth in Article 6.

     (c) In the event of any acceleration of Maturity of the Securities because
of an Event of Default, unless the full amount due in respect of all Senior
Guarantor Indebtedness is paid in cash or other form of payment satisfactory to
the holders of Senior Guarantor Indebtedness, no payment shall be made by any
Guarantor with respect to the principal of, premium, if any, or interest
(including Contingent Interest, if any) on the Securities or to acquire any of
the Securities (including any redemption, conversion or cash purchase pursuant
to the exercise of the Fundamental Change repurchase right or otherwise), and
the Company shall give prompt written notice of such acceleration to such
holders of Senior Guarantor Indebtedness.

          Section 12.17. Default on Senior Guarantor Indebtedness.

     (a) Upon the maturity of any Senior Guarantor Indebtedness by lapse of
time, acceleration or otherwise, all principal thereof and interest thereon and
other amounts due in connection therewith shall first be paid in full in cash
(or as otherwise agreed to by the holders of Senior Guarantor Indebtedness)
before any payment is made by any of the Guarantors or any Person acting on
behalf of any of the Guarantors in respect of the Guarantee of such Guarantor.

     (b) No payment (excluding payments in the form of Permitted Guarantor
Junior Payments) shall be made by any Guarantor in respect of its Guarantee
during any period in which Section 12.16 shall be applicable, while any Payment
Default (as defined in Section 11.03(a) of this Indenture) exists or during any
Payment Blockage Period in effect under Sections 11.03(b) and (c) of this
Indenture.

     (c) In the event that, notwithstanding the foregoing, any Guarantor shall
make any payment to the Trustee or the Holder of its Guarantee prohibited by the
foregoing provisions of this Section 12.17, then and in such event such payment
shall be held in trust for the benefit of, and shall be paid over and delivered
forthwith to, the holders of the Senior Guarantor Indebtedness (pro rata to such
holders) or their respective Senior Representatives, as their interests may
appear, for application to the Senior Guarantor Indebtedness until the Senior
Guarantor Indebtedness has been paid in full in cash (or as otherwise agreed by
the holders of Senior Guarantor Indebtedness).

          Section 12.18. Payment Permitted by Each of the Guarantors if No
Default.

     Nothing contained in this Article 12, elsewhere in this Indenture or in any
of the Securities shall prevent any Guarantor, at any time except during the
pendency of any case, proceeding, dissolution, liquidation or other winding-up,
assignment for the benefit of creditors or other marshaling of assets and


                                      -93-

<PAGE>

liabilities of such Guarantor referred to in Section 12.16 or under the
conditions described in Section 12.17, from making payments at any time on its
Guarantee.

          Section 12.19. Subrogation to Rights of Holders of Senior Guarantor
Indebtedness.

     After the payment in full of all Senior Guarantor Indebtedness in cash (or
as otherwise agreed by holders of Senior Guarantor Indebtedness), the Holders of
the Securities shall be subrogated to the rights of the holders of such Senior
Guarantor Indebtedness to receive payments and distributions of cash, property
and securities applicable to the Senior Guarantor Indebtedness until the
principal of, premium, if any, and interest on, the Securities shall be paid in
full. For purposes of such subrogation, no payments or distributions to the
holders of Senior Guarantor Indebtedness of any cash, property or securities to
which the Holders of the Securities or the Trustee would be entitled except for
the provisions of this Article 12, and no payments over pursuant to the
provisions of this Article 12 to the holders of Senior Guarantor Indebtedness by
Holders of the Securities or the Trustee, shall, as among any Guarantor, its
creditors other than holders of Senior Guarantor Indebtedness, and the Holders
of the Securities, be deemed to be a payment or distribution by such Guarantor
to or on account of the Senior Guarantor Indebtedness.

          Section 12.20. Provisions Solely to Define Relative Rights.

     The provisions of Sections 12.15 through 12.28 of this Indenture are
intended solely for the purpose of defining the relative rights of the Holders
of the Securities on the one hand and the holders of Senior Guarantor
Indebtedness on the other hand. Nothing contained in this Article 12 or
elsewhere in this Indenture or in the Securities is intended to or shall (a)
impair, as among any Guarantor, its creditors other than holders of Senior
Guarantor Indebtedness and the Holders of the Securities, the obligation of such
Guarantor, which is absolute and unconditional, to make payments to the Holders
of the Securities in respect of its obligations under the Guarantee as and when
the same shall become due and payable in accordance with their terms; or (b)
affect the relative rights against each of the Guarantors of the Holders of the
Securities and creditors of each of the Guarantors other than the holders of
Senior Guarantor Indebtedness; or (c) prevent the Trustee or the Holder of any
Security from exercising all remedies otherwise permitted by applicable law upon
default under this Indenture, subject to the rights, if any, under this Article
of the holders of Senior Guarantor Indebtedness (1) in any case, proceeding,
dissolution, liquidation or other winding up, assignment for the benefit of
creditors or other marshaling of assets and liabilities of the Guarantors
referred to in Section 12.16, to receive, pursuant to and in accordance with
such Section, cash, property and securities otherwise payable or deliverable to
the Trustee or such Holder, or (2) under the conditions specified in Section
12.17, to prevent any payment prohibited by such Section or enforce their rights
pursuant to Section 12.17(c).

          Section 12.21. Trustee to Effectuate Subordination.

     Each Holder of a Security by such Holder's acceptance thereof authorizes
and directs the Trustee on such Holder's behalf to take such action as may be
necessary or appropriate to effectuate the subordination provided in this
Article 12 and appoints the Trustee such Holder's attorney-in-fact for any and
all such purposes, including, in the event of any dissolution, winding-up,
liquidation or reorganization of any Guarantor whether in bankruptcy,
insolvency, receivership proceedings, or otherwise, the timely filing of a claim
for the unpaid balance of the Indebtedness of any Guarantor owing to such Holder
in the form required in such proceedings and the causing of such claim to be
approved.

     If the Trustee does not file a proper claim or proof of debt in the form
required in such proceeding prior to 30 days before the expiration of the time
to file such claim or claims, then the holders of the Senior Guarantor
Indebtedness or their Senior Representatives are hereby authorized to have the
right to file and are hereby authorized to file an appropriate claim for and on
behalf of Holders of said Securities.


                                      -94-

<PAGE>

Nothing herein contained shall be deemed to authorize the Trustee or the holders
of Senior Guarantor Indebtedness or their Senior Representatives 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 or the holders
of Senior Guarantor Indebtedness or their Senior Representatives to vote in
respect of the claim of any Holder in any such proceeding.

          Section 12.22. No Waiver of Subordination Provisions.

     (a) No right of any present or future holder of any Senior Guarantor
Indebtedness to enforce subordination as herein provided shall at any time in
any way be prejudiced or impaired by any act or failure to act on the part of
any Guarantor or by any act or failure to act, in good faith, by any such
holder, or by any non-compliance by any Guarantor with the terms, provisions and
covenants of this Indenture, regardless of any knowledge thereof any such holder
may have or be otherwise charged with.

     (b) Without limiting the generality of subsection (a) of this Section, the
holders of Senior Guarantor Indebtedness may, at any time and from time to time,
without the consent of or notice to the Trustee or the Holders of the
Securities, without incurring responsibility to the Holders of the Securities
and without impairing or releasing the subordination provided in this Article 12
or the obligations hereunder of the Holders of the Securities to the holders of
Senior Guarantor Indebtedness, do any one or more of the following: (1) change
the manner, place or terms of payment or extend the time of payment of, or renew
or alter, Senior Guarantor Indebtedness or any instrument evidencing the same or
any agreement under which Senior Guarantor Indebtedness is or may be
outstanding; (2) sell, exchange, release or otherwise deal with any property
pledged, mortgaged or otherwise securing Senior Guarantor Indebtedness; (3)
release any Person liable in any manner from the collection or payment of Senior
Guarantor Indebtedness; and (4) exercise or refrain from exercising any rights
against any of the Guarantors and any other Person; provided, however, that in
no event shall any such actions limit the right of the Holders of the Securities
to take any action to accelerate the maturity of the Securities pursuant to
Article 7 of this Indenture or to pursue any rights or remedies hereunder or
under applicable laws if the taking of such action does not otherwise violate
the terms of this Article 12.

          Section 12.23. Notice to Trustee by Each of the Guarantors.

     (a) Each Guarantor shall give prompt written notice to the Trustee of any
fact known to such Guarantor which would prohibit the making of any payment to
or by the Trustee in respect of its Guarantee. Notwithstanding the provisions of
this Article 12 or any other provision of this Indenture, the Trustee shall not
be charged with knowledge of the existence of any facts which would prohibit the
making of any payment to or by the Trustee in respect of the Securities, unless
and until the Trustee shall have received written notice thereof from any
Guarantor or a holder of Senior Guarantor Indebtedness or any trustee, fiduciary
or agent therefor; and, prior to the receipt of any such written notice, the
Trustee shall be entitled in all respects to assume that no such facts exist;
provided, however, that if the Trustee shall not have received the notice
provided for in this Section 12.23 by Noon, Eastern Time, on the third Business
Day prior to the date upon which by the terms hereof any money may be payable
for any purpose (including, without limitation, the payment of the principal of,
premium, if any, or interest (including Contingent Interest, if any) on any
Security), then, anything herein contained to the contrary notwithstanding but
without limiting the rights and remedies of the holders of Senior Guarantor
Indebtedness or any trustee, fiduciary or agent thereof, the Trustee shall have
full power and authority to receive such money and to apply the same to the
purpose for which such money was received and shall not be affected by any
notice to the contrary which may be received by it after such date; nor shall
the Trustee be charged with knowledge of the curing of any such default or the
elimination of the act or condition preventing any such payment unless and until
the Trustee shall have received an Officer's Certificate to such effect.


                                      -95-

<PAGE>

     (b) Subject to Section 8.01, the Trustee shall be entitled to rely on the
delivery to it of a written notice to the Trustee and each Guarantor by a Person
which represents itself as a representative of one or more holders of Senior
Guarantor Indebtedness or a holder of Senior Guarantor Indebtedness (or a
trustee, fiduciary or agent therefor) to establish that such notice has been
given by a representative of or a holder of Senior Guarantor Indebtedness (or a
trustee, fiduciary or agent therefor); provided, however, that failure to give
such notice to the Company or any Guarantor shall not affect in any way the
ability of the Trustee to rely on such notice. In the event that the Trustee
determines in good faith that further evidence is required with respect to the
right of any Person as a holder of Senior Guarantor Indebtedness to participate
in any payment or distribution pursuant to this Article 12, the Trustee may
request such Person to furnish evidence to the reasonable satisfaction of the
Trustee as to the amount of Senior Guarantor Indebtedness held by such Person,
the extent to which such Person is entitled to participate in such payment or
distribution and any other facts pertinent to the rights of such Person under
this Article 12, and if such evidence is not furnished, the Trustee may defer
any payment to such Person pending judicial determination as to the right of
such Person to receive such payment.

          Section 12.24. Reliance on Judicial Orders or Certificates.

     Upon any payment or distribution of assets of any Guarantor referred to in
this Article 12, the Trustee and the Holders of the Securities shall be entitled
to rely upon any order or decree entered by any court of competent jurisdiction
in which such insolvency, bankruptcy, receivership, liquidation, reorganization,
dissolution, winding up or similar case or proceeding is pending, or a
certificate of the trustee in bankruptcy, receiver, liquidating trustee,
custodian, assignee for the benefit of creditors, agent or other Person making
such payment or distribution, delivered to the Trustee or to the Holders of
Securities for the purpose of ascertaining the Persons entitled to participate
in such payment or distribution, the holders of Senior Guarantor Indebtedness
and other Indebtedness of such Guarantor, the amount thereof or payable thereon,
the amount or amounts paid or distributed thereon and all other facts pertinent
thereto or to this Article 12, provided that the foregoing shall apply only if
such court has been fully apprised of the provisions of this Article 12.

          Section 12.25. Rights of Trustee as a Holder of Senior Guarantor
Indebtedness; Preservation of Trustee's Rights.

     The Trustee in its individual capacity shall be entitled to all the rights
set forth in this Article 12 with respect to any Senior Guarantor Indebtedness
which may at any time be held by it, to the same extent as any other holder of
Senior Guarantor Indebtedness, and nothing in this Indenture shall deprive the
Trustee of any of its rights as such holder. Nothing in this Article 12 shall
apply to claims of, or payments to, the Trustee under or pursuant to Section
8.07.

          Section 12.26. Article Applicable to Paying Agents.

     In case at any time any Paying Agent other than the Trustee shall have been
appointed by the Company and be then acting under this Indenture, the term
"Trustee" as used in this Article shall in such case (unless the context
otherwise requires) be construed as extending to and including such Paying Agent
within its meaning as fully for all intents and purposes as if such Paying Agent
were named in this Article in addition to or in place of the Trustee; provided,
however, that Section 12.25 shall not apply to the Company or any Affiliate of
the Company if it or such Affiliate acts as Paying Agent.

          Section 12.27. No Suspension of Remedies.

     Nothing contained in this Article 12 shall limit the right of the Trustee
or the Holders of Securities to take any action to accelerate the maturity of
the Securities pursuant to Article 7 of this


                                      -96-

<PAGE>

Indenture or to pursue any rights or remedies hereunder or under applicable law,
subject to the rights, if any, under this Article 12 of the holders, from time
to time, of Senior Guarantor Indebtedness to receive the cash, property or
securities receivable upon the exercise of such rights or remedies.

          Section 12.28. Trustee's Relation to Senior Guarantor Indebtedness.

     With respect to the holders of Senior Guarantor Indebtedness, the Trustee
undertakes to perform or to observe only such of its covenants and obligations
as are specifically set forth in this Article 12, and no implied covenants or
obligations with respect to the holders of the Senior Guarantor Indebtedness
shall be read into this Article 12 against the Trustee. The Trustee shall not be
deemed to owe any fiduciary duty to the holders of Senior Guarantor
Indebtedness.

                                   ARTICLE 13

                                  MISCELLANEOUS

          Section 13.01. Conflict with Trust Indenture Act.

     If any provision hereof limits, qualifies or conflicts with any provision
of the TIA or another provision which is required or deemed to be included in
this Indenture by any of the provisions of the TIA, the provision or requirement
of the TIA shall control. If any provision of this Indenture modifies or
excludes any provision of the TIA that may be so modified or excluded, the
latter provision shall be deemed to apply to this Indenture as so modified or to
be excluded, as the case may be.

          Section 13.02. Notices.

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

     If to the Company or any Guarantor, to:

     United Auto Group, Inc.
     2555 Telegraph Road
     Bloomfield Hills, Michigan 48302
     Attention: General Counsel
     Facsimile No.: (248) 648-2155
     or at any other address previously furnished in writing to the Trustee by
     the Company or such Guarantor,

     with a copy to:

     Fried, Frank, Harris, Shriver & Jacobson LLP
     One New York Plaza
     New York, NY 10004
     Attention: Valerie Ford Jacob, Esq.
     Facsimile No: 212-859-4000

     if to the Trustee, to:


                                      -97-

<PAGE>

     J.P. Morgan Trust Company, National Association
     227 W. Monroe Street/Suite 2600
     Chicago, IL  60606
     Attention: Worldwide Securities Services
     Facsimile No.: (312) 267-5202
     or at any other address previously furnished in writing to the Holders or
     the Company, any Guarantor or any other obligor on the Securities by the
     Trustee.

     Such notices or communications shall be effective when received.

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

     Where this Indenture provides for notice to Holders of any event, such
notice shall be sufficiently given (unless otherwise herein expressly provided)
if in writing and mailed, first-class postage prepaid, or delivered by
recognized overnight courier, to each Holder affected by such event, at its
address as it appears in the register kept by the Primary Registrar, not later
than the latest date, and not earlier than the earliest date, prescribed for the
giving of such notice or by any other manner deemed acceptable to the Trustee.
In any case where notice to Holders is given by mail, neither the failure to
mail such notice, nor any defect in any notice so mailed, to any particular
Holder shall affect the sufficiency of such notice with respect to other
Holders. Any notice when mailed to a Holder in the aforesaid manner shall be
conclusively deemed to have been received by such Holder whether or not actually
received by such Holder. Where this Indenture provides for notice in any manner,
such notice may be waived in writing by the Person entitled to receive such
notice, either before or after the event, and such waiver shall be the
equivalent of such notice. Waivers of notice by Holders shall be filed with the
Trustee, but such filing shall not be a condition precedent to the validity of
any action taken in reliance upon such waiver.

     In case by reason of the suspension of regular mail service or by reason of
any other cause, it shall be impracticable to mail notice of any event as
required by any provision of this Indenture, then any method of giving such
notice as shall be reasonably satisfactory to the Trustee shall be deemed to be
a sufficient giving of such notice.

     If the Company mails any notice to a Holder of a Security, it shall mail a
copy to the Trustee and each Registrar, Paying Agent and Conversion Agent.

          Section 13.03. Disclosure of Names and Addresses of Holders.

     Holders may communicate pursuant to TIA Section 312(b) with other Holders
with respect to their rights under this Indenture or the Securities, and the
Trustee shall comply with TIA Section 312(b). The Company, the Trustee, the
Registrar and any other Person shall have the protection of TIA 312(c). Further,
every Holder of Securities, by receiving and holding the same, agrees with the
Company and the Trustee that neither the Company nor the Trustee or any agent of
either of them shall be held accountable by reason of the disclosure of any
information as to the names and addresses of the Holders in accordance with TIA
Section 312, regardless of the source from which such information was derived,
and that the Trustee shall not be held accountable by reason of mailing any
material pursuant to a request made under TIA Section 312.

     Section 13.04. Compliance Certificates and Opinions.

     (a) Upon any application or request by the Company to the Trustee to take
any action under any provision of this Indenture and as may be requested by the
Trustee, the Company and any Guarantor


                                      -98-

<PAGE>

(if applicable) and any other obligor on the Securities (if applicable) shall
furnish to the Trustee an Officer's Certificate in a form and substance
reasonably acceptable to the Trustee stating that all conditions precedent, if
any, provided for in this Indenture (including any covenant compliance with
which constitutes a condition precedent) relating to the proposed action have
been complied with, and an Opinion of Counsel in a form and substance reasonably
acceptable to the Trustee stating that in the opinion of such counsel all such
conditions precedent, if any, have been complied with, except that, in the case
of any such application or request as to which the furnishing of such
certificates or opinions is specifically required by any provision of this
Indenture relating to such particular application or request, no additional
certificate or opinion need be furnished.

     (b) Every certificate or Opinion of Counsel with respect to compliance with
a condition or covenant provided for in this Indenture shall include:

          (1) a statement that each individual signing such certificate or
     individual or firm signing such opinion has read and understands such
     covenant or condition and the definitions herein relating thereto;

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

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

          (4) a statement as to whether, in the opinion of each such individual
     or such firm, such condition or covenant has been complied with.

          Section 13.05. Acts of Holders.

     (a) Any request, demand, authorization, direction, notice, consent, waiver
or other action provided by this Indenture to be given or taken by Holders may
be embodied in and evidenced by one or more instruments of substantially similar
tenor signed by such Holders in person or by an 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 the 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 13.05.

     (b) The ownership of Securities shall be proved by the register maintained
by the Primary Registrar.

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


                                      -99-

<PAGE>

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

     (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 such 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. Notwithstanding TIA Section 316(c),
any such record date shall be the record date specified in or pursuant to such
Board Resolution, which shall be a date not more than 30 days prior to the first
solicitation of Holders generally in connection therewith and no later than the
date such first solicitation is completed.

     (f) 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 purposes of determining
whether Holders of the requisite proportion of Securities then Outstanding have
authorized or agreed or consented to such request, demand, authorization,
direction, notice, consent, waiver or other Act, and for this purpose the
Securities then Outstanding shall be computed as of such record date; provided
that no such request, demand, authorization, direction, notice, consent, waiver
or other Act 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 such record date.

     (g) For purposes of this Indenture, any action by the Holders which may be
taken in writing may be taken by electronic means or as otherwise reasonably
acceptable to the Trustee.

          Section 13.06. Benefits of Indenture.

     Nothing in this Indenture or in the Securities or Guarantees, express or
implied, shall give to any Person (other than the parties hereto and their
successors hereunder, any Paying Agent and the Holders and the holders of Senior
Debt and Senior Guarantor Indebtedness) any benefit or any legal or equitable
right, remedy or claim under this Indenture.

          Section 13.07. Legal Holidays.

     In any case where any Interest Payment Date, Redemption Date, Put Right
Purchase Date, Fundamental Change Purchase Date, Maturity or Final Maturity Date
of any Security shall not be a Business Day, then (notwithstanding any other
provision of this Indenture or of the Securities) payment of interest (including
Contingent Interest, if any) or principal or premium, if any, need not be made
on such date, but may be made on the next succeeding Business Day with the same
force and effect as if made on such Interest Payment Date, Redemption Date, Put
Right Purchase Date, Fundamental Change Purchase Date, Maturity or Final
Maturity Date, and no interest shall accrue with respect to such payment for the
period from and after such Interest Payment Date, Redemption Date, Put Right
Purchase Date, Fundamental Change Purchase Date, Maturity or Final Maturity
Date, as the case may be, to the next succeeding Business Day.


                                     -100-

<PAGE>

          Section 13.08. Governing Law.

     THIS INDENTURE, THE SECURITIES AND THE GUARANTEES SHALL BE GOVERNED BY, AND
CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK, WITHOUT GIVING
EFFECT TO THE CONFLICTS OF LAWS PRINCIPLES THEREOF.

          Section 13.09. No Adverse Interpretation of Other Agreements.

     This Indenture may not be used to interpret another indenture, loan or debt
agreement of the Company or a Subsidiary of the Company. Any such indenture,
loan or debt agreement may not be used to interpret this Indenture.

          Section 13.10. No Personal Liability of Directors, Officers, Employees
and Stockholders.

     No director, officer, employee, stockholder, incorporator or agent of the
Company or any Guarantor, as such, will have any liability for any obligations
of the Company or the Guarantors under the Securities, the Indenture, the
Guarantees, or for any claim based on, in respect of, or by reason of, such
obligations or their creation. Each holder of the Securities by accepting a
Security waives and releases all such liability.

          Section 13.11. Successors and Assigns.

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

          Section 13.12. Multiple Counterparts.

     The parties may sign multiple counterparts of this Indenture. Each signed
counterpart shall be deemed an original, but all of them together represent the
same agreement.

          Section 13.13. Separability Clause.

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

          Section 13.14. Independence of Covenants.

     All covenants and agreements in this Indenture shall be given independent
effect so that if a particular action or condition is not permitted by any such
covenants, the fact that it would be permitted by an exception to, or be
otherwise within the limitations of, another covenant shall not avoid the
occurrence of a Default or an Event of Default if such action is taken or
condition exists.

          Section 13.15. Schedules and Exhibits.

     All schedules and exhibits attached hereto are by this reference made a
part hereof with the same effect as if herein set forth in full.


                                     -101-

<PAGE>

          Section 13.16. Effect of Headings and Table of Contents.

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

                            [SIGNATURE PAGE FOLLOWS]


                                     -102-
<PAGE>

     IN WITNESS WHEREOF, the parties hereto have hereunto set their hands as of
the date and year first above written.

                                        Very truly yours,

                                        UNITED AUTO GROUP, INC.


                                        By /s/ Robert H. Kurnick, Jr.
                                           -------------------------------------
                                        Title: Executive President

                                        THE GUARANTORS:

                                        AUTO MALL PAYROLL SERVICES, INC.
                                        BRETT MORGAN CHEVROLET-GEO, INC.
                                        CENTRAL FORD CENTER, INC.
                                        CJNS, LLC
                                        CLASSIC AUTO GROUP, INC.
                                        CLASSIC ENTERPRISES, LLC
                                        CLASSIC IMPORTS, INC.
                                        CLASSIC MANAGEMENT COMPANY, INC.
                                        CLASSIC MOTOR SALES, LLC
                                        CLASSIC NISSAN OF TURNERSVILLE, LLC
                                        CLASSIC TURNERSVILLE, INC.
                                        COVINGTON PIKE DODGE, INC.
                                        D. YOUNG CHEVROLET, LLC
                                        DAN YOUNG CHEVROLET, INC.
                                        DAN YOUNG MOTORS, LLC
                                        DEALER ACCESSORIES, LLC
                                        DIFEO PARTNERSHIP, LLC
                                        EUROPA AUTO IMPORTS, INC.
                                        FLORIDA CHRYSLER PLYMOUTH, INC.
                                        FRN OF TULSA, LLC
                                        GENE REED CHEVROLET, INC.
                                        GMG MOTORS, INC.
                                        GOODSON NORTH, LLC
                                        GOODSON PONTIAC-GMC, LLC
                                        GOODSON SPRING BRANCH, LLC
                                        HT AUTOMOTIVE, LTD.
                                        JS IMPORTS, INC.
                                        KMPB, LLC
                                        KMT/UAG, INC.
                                        LANDERS AUTO SALES, LLC
                                        LANDERS BUICK PONTIAC, INC.
                                        LANDERS FORD NORTH, INC.
                                        LANDERS FORD, INC.
                                        LANDERS NISSAN, LLC
                                        LANDERS UNITED AUTO GROUP NO. 2, INC.

<PAGE>

                                        LATE ACQUISITION I, LLC
                                        LATE ACQUISITION II, LLC
                                        LMNS, LLC
                                        LRP, LTD.
                                        MICHAEL CHEVROLET-OLDSMOBILE, INC.
                                        MOTORCARS ACQUISITION II, LLC
                                        MOTORCARS ACQUISITION III, LLC
                                        MOTORCARS ACQUISITION IV, LLC
                                        MOTORCARS ACQUISITION V, LLC
                                        MOTORCARS ACQUISITION VI, LLC
                                        MOTORCARS ACQUISITION, LLC
                                        NATIONAL CITY FORD, INC.
                                        NISSAN OF NORTH OLMSTED, LLC
                                        PALM AUTO PLAZA, INC.
                                        PEACHTREE NISSAN, INC.
                                        PMRC, LLC
                                        REED-LALLIER CHEVROLET, INC.
                                        RELENTLESS PURSUIT ENTERPRISES, INC.
                                        SA AUTOMOTIVE, LTD.
                                        SAU AUTOMOTIVE, LTD.
                                        SCOTTSDALE FERRARI, LLC
                                        SCOTTSDALE JAGUAR, LTD.
                                        SCOTTSDALE MANAGEMENT GROUP, LTD.
                                        SIGMA MOTORS, INC.
                                        SK MOTORS, LTD.
                                        SL AUTOMOTIVE, LTD.
                                        SOMERSET MOTORS, INC.
                                        SUN MOTORS, LTD.
                                        THE NEW GRACELAND DODGE, INC.
                                        TRI-CITY LEASING, INC.
                                        UAG ATLANTA H1, LLC
                                        UAG ATLANTA IV MOTORS, INC.
                                        UAG CAPITOL, INC.
                                        UAG CARIBBEAN, INC.
                                        UAG CAROLINA, INC.
                                        UAG CENTRAL FLORIDA MOTORS, LLC
                                        UAG CENTRAL REGION MANAGEMENT, INC.
                                        UAG CERRITOS, LLC
                                        UAG CHCC, INC.
                                        UAG CHEVROLET, INC.
                                        UAG CITRUS MOTORS, LLC
                                        UAG CLASSIC, INC.
                                        UAG CLOVIS, INC.
                                        UAG CONNECTICUT, LLC
                                        UAG DULUTH, INC.
                                        UAG EAST, LLC
                                        UAG ESCONDIDO A1, INC.
                                        UAG ESCONDIDO H1, INC.
                                        UAG ESCONDIDO M1, INC.
                                        UAG FAYETTEVILLE I, LLC
                                        UAG FAYETTEVILLE II, LLC
                                        UAG FAYETTEVILLE III, LLC

<PAGE>

                                        UAG FINANCE COMPANY, INC.
                                        UAG GRACELAND II, INC.
                                        UAG HUDSON, INC.
                                        UAG INTERNATIONAL HOLDINGS, INC.
                                        UAG KISSIMMEE MOTORS, INC.
                                        UAG LANDERS SPRINGDALE, LLC
                                        UAG LOS GATOS, INC.
                                        UAG MARIN, INC.
                                        UAG MEMPHIS II, INC.
                                        UAG MEMPHIS IV, INC.
                                        UAG MEMPHIS V, INC.
                                        UAG MICHIGAN CADILLAC, LLC
                                        UAG MICHIGAN H1, LLC
                                        UAG MICHIGAN H2, LLC
                                        UAG MICHIGAN PONTIAC-GMC, LLC
                                        UAG MICHIGAN T1, LLC
                                        UAG MICHIGAN TMV, LLC
                                        UAG NANUET I, LLC
                                        UAG NANUET II, LLC
                                        UAG NEVADA LAND, LLC
                                        UAG NORTHEAST, LLC
                                        UAG OLDSMOBILE OF INDIANA, LLC
                                        UAG PHOENIX VC, LLC
                                        UAG ROYAL PALM, LLC
                                        UAG SAN DIEGO A1, INC.
                                        UAG SAN DIEGO AU, INC.
                                        UAG SAN DIEGO H1, INC.
                                        UAG SAN DIEGO JA, INC.
                                        UAG SAN DIEGO MANAGEMENT, INC.
                                        UAG SOUTHEAST, INC.
                                        UAG SPRING, LLC
                                        UAG STEVENS CREEK II, INC.
                                        UAG SUNNYVALE, INC.
                                        UAG TORRANCE, INC.
                                        UAG TULSA JLM, LLC
                                        UAG TULSA VC, LLC
                                        UAG TURNERSVILLE MOTORS, LLC
                                        UAG VC II, LLC
                                        UAG VK, LLC
                                        UAG WEST BAY AM, LLC
                                        UAG WEST BAY FM, LLC
                                        UAG WEST BAY IA, LLC
                                        UAG WEST BAY IAU, LLC
                                        UAG WEST BAY IB, LLC
                                        UAG WEST BAY II, LLC
                                        UAG WEST BAY IL, LLC
                                        UAG WEST BAY IM, LLC
                                        UAG WEST BAY IN, LLC
                                        UAG WEST BAY IP, LLC
                                        UAG WEST BAY IV, LLC
                                        UAG WEST BAY IW, LLC
                                        UAG WEST, LLC

<PAGE>
                                        UAG YOUNG AUTOMOTIVE GROUP, LLC
                                        UAG YOUNG II, INC.
                                        UAG/PFS, INC.
                                        UNITED FORD BROKEN ARROW, LLC
                                        UNITED FORD NORTH, LLC
                                        UNITED FORD SOUTH, LLC
                                        UNITED NISSAN, INC. (A GEORGIA
                                           CORPORATION)
                                        UNITED NISSAN, INC. (A TENNESSEE
                                           CORPORATION)
                                        UNITED RANCH AUTOMOTIVE, LLC
                                        UNITEDAUTO DODGE OF SHREVEPORT, INC.
                                        UNITEDAUTO SCOTTSDALE PROPERTY
                                           HOLDINGS, LLC
                                        WEST PALM AUTO MALL, INC.
                                        WEST PALM NISSAN, INC.
                                        WESTBURY SUPERSTORE, LTD.
                                        YOUNG AUTOMOTIVE HOLDINGS, LLC
                                        YOUNG MANAGEMENT GROUP, INC.


                                        By: /s/ Robert H. Kurnick, Jr.
                                            ------------------------------------
                                        Name: Robert H. Kurnick, Jr.
                                        Title: Assistant Secretary

                                        ATLANTIC AUTO FUNDING CORPORATION
                                        ATLANTIC AUTO SECOND FUNDING CORPORATION
                                        ATLANTIC AUTO THIRD FUNDING CORPORATION
                                        UAG MICHIGAN HOLDINGS, INC.
                                        UAG NORTHEAST BODY SHOP, INC.
                                        UAG REALTY, LLC
                                        UAG TEXAS II, INC.
                                        UAG TEXAS, LLC
                                        UAG TULSA HOLDINGS, LLC
                                        UAG TURNERSVILLE REALTY, LLC
                                        UNITEDAUTO FIFTH FUNDING, INC.
                                        UNITED AUTO LICENSING, LLC
                                        UNITED AUTOCARE PRODUCTS, LLC
                                        UNITEDAUTO FINANCE, INC.
                                        UNITEDAUTO FOURTH FUNDING INC.


                                        By: /s/ Robert H. Kurnick, Jr.
                                            ------------------------------------
                                        Name: Robert H. Kurnick, Jr.
                                        Title: Secretary

<PAGE>

                                        DIFEO HYUNDAI PARTNERSHIP
                                        DIFEO NISSAN PARTNERSHIP
                                        DIFEO CHRYSLER PLYMOUTH JEEP
                                           EAGLE PARTNERSHIP
                                        DIFEO LEASING PARTNERSHIP
                                        DANBURY AUTO PARTNERSHIP
                                        DIFEO TENAFLY PARTNERSHIP
                                        OCT PARTNERSHIP
                                        HUDSON MOTORS PARTNERSHIP
                                        COUNTY AUTO GROUP PARTNERSHIP
                                        SOMERSET MOTORS PARTNERSHIP

                                        By: DIFEO PARTNERSHIP, LLC
                                            A general partner


                                        By: /s/ Robert H. Kurnick, Jr.
                                            ------------------------------------
                                        Name: Robert H. Kurnick, Jr.
                                        Title: Assistant Secretary


                                        SHANNON AUTOMOTIVE, LTD.
                                        UAG HOUSTON ACQUISITION, LTD.

                                        By: UAG TEXAS II, INC.,
                                            a general partner


                                        By: /s/ Robert H. Kurnick, Jr.
                                            ------------------------------------
                                        Name: Robert H. Kurnick, Jr.
                                        Title: Secretary


                                        WTA MOTORS, LTD.

                                        By: LATE ACQUISITION II, LLC,
                                            a general partner


                                        By: /s/ Robert H. Kurnick, Jr.
                                            ------------------------------------
                                        Name: Robert H. Kurnick, Jr.
                                        Title: Assistant Secretary


                                        UAG GD, LTD.
                                        UAG GN, LTD.
                                        UAG GP, LTD.
                                        UAG GW, LTD.

                                        By: UAG HOUSTON ACQUISITION, LTD.,
                                            a general partner

                                        By: UAG TEXAS II, INC.,
                                            a general partner


                                        By: /s/ Robert H. Kurnick, Jr.
                                            ------------------------------------
                                        Name: Robert H. Kurnick, Jr.
                                        Title: Secretary

<PAGE>

                                        J.P. MORGAN TRUST COMPANY, NATIONAL
                                        ASSOCIATION, as Trustee


                                        By: /s/ George N. Reaves
                                            ------------------------------------
                                        Name: George N. Reaves
                                              ----------------------------------
                                        Title: Vice President
                                               ---------------------------------

<PAGE>

                                                                       Exhibit A

                           [FORM OF FACE OF SECURITY]

     THE SECURITIES WERE ISSUED WITH ORIGINAL ISSUE DISCOUNT FOR U.S. FEDERAL
INCOME TAX PURPOSES, AND ARE SUBJECT TO THE CONTINGENT PAYMENT DEBT INSTRUMENT
RULES OF TREASURY REGULATION SECTION 1.1275-4. THE ISSUE PRICE FOR EACH $1,000
PRINCIPAL AMOUNT OF THE SECURITIES IS $1,000 AND THE ISSUE DATE FOR THE
SECURITIES IS JANUARY 31, 2006. THE COMPARABLE YIELD FOR THE SECURITIES IS 8.25%
PER ANNUM, COMPOUNDED SEMI-ANNUALLY (WHICH WILL BE TREATED AS THE YIELD TO
MATURITY FOR U.S. FEDERAL INCOME TAX PURPOSES). THE PROJECTED PAYMENT SCHEDULE
IS ATTACHED AS ANNEX A TO THE INDENTURE. INFORMATION REGARDING THE COMPARABLE
YIELD OF THE SECURITIES, THE AMOUNT OF ORIGINAL ISSUE DISCOUNT ON THE SECURITIES
AND THE PROJECTED PAYMENT SCHEDULE FOR THE SECURITIES MAY BE OBTAINED BY
CONTACTING THE GENERAL COUNSEL OF UNITED AUTO GROUP, INC. AT 2555 TELEGRAPH
ROAD, BLOOMFIELD HILLS, MICHIGAN, 48302-0954.

     UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY TO UNITED AUTO GROUP, INC. (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. THIS SECURITY
IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO
AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE THEREOF. THIS
SECURITY IS EXCHANGEABLE FOR SECURITIES REGISTERED IN THE NAME OF A PERSON OTHER
THAN THE DEPOSITARY OR ITS NOMINEE ONLY IN THE LIMITED CIRCUMSTANCES DESCRIBED
IN THE INDENTURE AND, UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR
SECURITIES IN DEFINITIVE FORM, THIS SECURITY MAY NOT BE TRANSFERRED EXCEPT AS A
WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE
DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE
DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH
SUCCESSOR DEPOSITARY.(1)

     THE SECURITIES AND THE SHARES OF COMMON STOCK ISSUABLE UPON CONVERSION OF
THIS SECURITY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED (THE "SECURITIES ACT"), OR ANY STATE SECURITIES LAWS. NEITHER THIS NOTE,
THE SHARES OF COMMON STOCK ISSUABLE UPON CONVERSION OF THIS NOTE NOR ANY
INTEREST OR PARTICIPATION HEREIN OR THEREIN MAY BE REOFFERED, SOLD, ASSIGNED,
TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE

----------
(1)  This paragraph should be included only if the Security is a Global Security


                                       A-1

<PAGE>

DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS
EXEMPT FROM, OR NOT SUBJECT TO, REGISTRATION.(2)

     BY ITS ACQUISITION HEREOF, THE HOLDER (1) AGREES TO OFFER, SELL OR
OTHERWISE TRANSFER SUCH SECURITY PRIOR TO THE DATE WHICH IS TWO YEARS AFTER THE
LATER OF THE ORIGINAL ISSUE DATE HEREOF AND THE LAST DATE ON WHICH THE COMPANY
OR ANY AFFILIATE OF THE COMPANY WAS THE OWNER OF THIS SECURITY (OR ANY
PREDECESSOR OF THIS SECURITY) ONLY (A) TO THE COMPANY OR ANY SUBSIDIARY THEREOF,
(B) PURSUANT TO A REGISTRATION STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER
THE SECURITIES ACT, (C) FOR SO LONG AS THE SECURITIES ARE ELIGIBLE FOR RESALE
PURSUANT TO RULE 144A, TO A PERSON IT REASONABLY BELIEVES IS A QUALIFIED
INSTITUTIONAL BUYER AS DEFINED IN RULE 144A THAT PURCHASES FOR ITS OWN ACCOUNT
OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN
THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (D) PURSUANT TO
ANOTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES
ACT, SUBJECT TO THE COMPANY'S AND THE TRUSTEE'S RIGHT PRIOR TO ANY SUCH OFFER,
SALE OR TRANSFER PURSUANT TO CLAUSE (D) TO REQUIRE THE DELIVERY OF AN OPINION OF
COUNSEL, CERTIFICATIONS AND/OR OTHER INFORMATION SATISFACTORY TO EACH OF THEM,
AND IN EACH OF THE FOREGOING CASES, TO REQUIRE THAT A CERTIFICATE OF TRANSFER IN
THE FORM APPEARING ON THE OTHER SIDE OF THIS SECURITY IS COMPLETED AND DELIVERED
BY THE TRANSFEROR TO THE TRUSTEE. THIS LEGEND WILL BE REMOVED UPON THE REQUEST
OF THE HOLDER AFTER THE RESALE RESTRICTION TERMINATION DATE.(2)

     THE HOLDER OF THIS SECURITY IS ENTITLED TO THE BENEFITS OF A REGISTRATION
RIGHTS AGREEMENT (AS SUCH TERM IS DEFINED IN THE INDENTURE REFERRED TO ON THE
REVERSE HEREOF) AND, BY ITS ACCEPTANCE HEREOF, AGREES TO BE BOUND BY AND TO
COMPLY WITH THE PROVISIONS OF SUCH REGISTRATION RIGHTS AGREEMENT.(2)

----------
(2)  These paragraphs to be included only if the Security is a Restricted
     Security.


                                       A-2

<PAGE>

                             United Auto Group, Inc.

              3.50% SENIOR SUBORDINATED CONVERTIBLE NOTES DUE 2026

No. A-1                        CUSIP:                      909440AG4 (Rule 144A)
                                                        909440AH2 (Unrestricted)
                                            909440208 (Common Stock - Rule 144A)

     United Auto Group, Inc., a Delaware corporation, promises to pay to Cede &
Co. or registered assigns the principal amount of _______________________
dollars ($[____]) on April 1, 2026.

     This Security shall bear interest as specified on the other side of this
Security. This Security is convertible as specified on the other side of this
Security.

     This Security is entitled to the benefits of the Guarantees by the
Guarantors of the punctual payment when due and performance of the Indenture
Obligations made in favor of the Trustee for the benefit of the Holders.
Reference is made to Article 12 of the Indenture for a statement of the
respective rights, limitations of rights, duties and obligations under the
Guarantees of the Guarantors.

     Additional provisions of this Security are set forth on the other side of
this Security.

Dated: January 31, 2006

                            [SIGNATURE PAGE FOLLOWS]


                                       A-3

<PAGE>

     IN WITNESS WHEREOF, the Company has caused this instrument to be duly
executed.

                                        UNITED AUTO GROUP, INC.


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

Dated:

Trustee's Certificate of Authentication:

This is one of the Securities referred to in the
within-mentioned Indenture.

J.P. MORGAN TRUST COMPANY, NATIONAL ASSOCIATION,
as Trustee


By:
    ------------------------------------
    Authorized Officer


                                       A-4
<PAGE>

                       [FORM OF REVERSE SIDE OF SECURITY]

                             UNITED AUTO GROUP, INC.

              3.50% SENIOR SUBORDINATED CONVERTIBLE NOTES DUE 2026

1. INTEREST

     United Auto Group, Inc., a Delaware corporation (the "Company", which term
shall include any successor corporation under the Indenture hereinafter referred
to), promises to pay interest on the principal amount of this Security at the
rate of 3.50% per annum. The Company shall pay interest semiannually on April 1
and October 1 of each year (each an "Interest Payment Date"), commencing October
1, 2006. Each payment of interest will include interest accrued through the day
before the relevant Interest Payment Date (or purchase date, as the case may
be). Cash interest will be computed on the basis of a 360-day year comprised of
twelve 30-day months. Any reference herein to interest accrued or payable as of
any date shall include any Additional Interest accrued or payable on such date
as provided in the Registration Rights Agreement.

     In addition, the Company shall pay contingent interest ("Contingent
Interest") to the Holders during any six-month period (a "Contingent Interest
Period") from April 1 to September 30 and from October 1 to March 31, commencing
with the six-month period beginning April 1, 2011 and ending on September 30,
2011, if the average Trading Price of a Security for the five Trading Day period
ending on the third Trading Day immediately preceding the first day of the
relevant Contingent Interest Period equals $1,200 (120% of the principal amount
of a Security) or more. Solely for purposes of determining whether the Company
is required to pay Contingent Interest in accordance with this Security, the
"Trading Price" of the Securities on any date of determination means the average
of the secondary market bid quotations obtained by the Trustee for $5.0 million
principal amount of Securities at approximately 3:30 p.m., New York City time,
on such determination date from three nationally recognized securities dealers
the Company selects, which may include the Initial Purchasers; provided that if
three such bids cannot reasonably be obtained by the Trustee, 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 Trustee, that one bid shall be used.
If the Trustee cannot reasonably obtain at least one bid for $5.0 million
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 Trading
Price per $1,000 principal amount of Securities will be deemed to be the product
of the Closing Price of the Common Stock and the Conversion Rate per $1,000
principal amount of Securities.

     Upon a determination by the Company that Holders will be entitled to
receive Contingent Interest which will become payable during a Contingent
Interest Period, on or prior to the first day of such Contingent Interest
Period, the Company shall provide notice in the form of an Officer's Certificate
to the Trustee setting forth the amount of such Contingent Interest per $1,000
principal amount of Securities and shall issue a press release through a public
medium as is customary for such a press release.

     The amount of Contingent Interest payable per $1,000 principal amount of
Security for any relevant Contingent Interest Period shall equal 0.25% per annum
of the average Trading Price of such Security for the five Trading Day period
ending on the third Trading Day immediately preceding the first day of the
relevant Contingent Interest Period. Contingent Interest, if any, will accrue
and be payable to Holders in the same manner as regular interest, and a Holder's
obligation to pay the Company Contingent Interest in connection with the
conversion of a Security will also be the same as regular interest. Regular
interest will continue to accrue at the rate of 3.50% per year on the principal
amount of the Securities whether or not Contingent Interest is paid.


                                      A-5

<PAGE>

     If this Security is redeemed pursuant to Paragraph 5 of this Security or
the Holder elects to require the Company to purchase this Security pursuant to
Paragraph 7 or 8 of this Security, on a date that is after the Regular Record
Date and prior to the corresponding Interest Payment Date, interest (including
Contingent Interest, if any), accrued and unpaid hereon to, but not including,
the applicable Redemption Date, Put Right Purchase Date or Fundamental Change
Purchase Date, will be paid to the Holder in whose name such Security is
registered at the close of business on the Regular Record Date immediately
preceding the applicable Redemption Date, Put Right Purchase Date or Fundamental
Change Purchase Date.

     Interest (including Contingent Interest, if any) on Securities converted
after the close of business on a Regular Record Date but prior to the opening of
business on the corresponding Interest Payment Date will be paid to the Holder
of the Securities on each Regular Record Date but, upon conversion, the Holder
must pay the Company the interest (including Contingent Interest, if any) which
has accrued and will be paid on such Interest Payment Date. No such payment need
be made with respect to Securities which will be converted after a Regular
Record Date and prior to the corresponding Interest Payment Date after being
called for redemption by the Company.

     No sinking fund is provided for the Securities.

2. METHOD OF PAYMENT

     The Company shall pay interest on this Security (except defaulted interest)
to the person who is the Holder of this Security at the close of business on
March 15 or September 15, as the case may be (each, a "Regular Record Date")
next preceding the related Interest Payment Date. The Holder must surrender this
Security to a Paying Agent to collect payment of principal. The Company will pay
principal and interest (including Contingent Interest, if any) in money of the
United States that at the time of payment is legal tender for payment of public
and private debts.

3. PAYING AGENT, REGISTRAR AND CONVERSION AGENT

     Initially, J.P. Morgan Trust Company, National Association (the "Trustee",
which term shall include any successor trustee under the Indenture hereinafter
referred to) will act as Paying Agent, Registrar and Conversion Agent. The
Company may change any Paying Agent, Registrar or Conversion Agent without
notice to the Holder. The Company or any of its Affiliates may, subject to
certain limitations set forth in the Indenture, act as Paying Agent.

4. INDENTURE

     This Security is one of a duly authorized issue of Securities of the
Company designated as its 3.50% Senior Subordinated Convertible Notes Due 2026
(the "Securities"), issued under an Indenture dated as of January 31, 2006
(together with any supplemental indentures thereto, the "Indenture"), among the
Company, the Guarantors named therein and the Trustee. The terms of this
Security include those stated in the Indenture and those required by or made
part of the Indenture by reference to the Trust Indenture Act of 1939, as
amended, as in effect on the date of the Indenture. This Security is subject to
all such terms, and the Holder of this Security is referred to the Indenture and
said Act for a statement of them.

     The Securities are senior subordinated unsecured obligations of the Company
limited to $375,000,000 aggregate principal amount. The Indenture does not limit
other debt of the Company, secured or unsecured. The Securities are subordinated
to Senior Debt of the Company to the extent stated in Article 11 of the
Indenture.


                                      A-6

<PAGE>

5. REDEMPTION AT THE OPTION OF THE COMPANY

     Prior to April 6, 2011, the Securities shall not be redeemable. On or after
April 6, 2011, the Company may, at its option, redeem the Securities for cash,
as a whole at any time or from time to time in part, at a Redemption Price equal
to 100% of the principal amount to be redeemed, plus accrued and unpaid cash
interest, if any, and Contingent Interest, if any, up to but not including the
applicable Redemption Date (the "Redemption Price"); provided that if the
Redemption Date falls after the close of business on a Regular Record Date and
before the related Interest Payment Date, then interest on the Securities
payable on such Interest Payment Date will be payable to the Holders in whose
names the Securities are registered at the close of business on such Regular
Record Date. Securities or portions of Securities called for redemption shall be
convertible by the Holder until the close of business on the second Business Day
prior to the relevant Redemption Date.

6. NOTICE OF REDEMPTION

     Notice of redemption, as set forth in Section 3.03 of the Indenture, will
be mailed by first-class mail at least 30 days but not more than 60 days before
a Redemption Date to each Holder of Securities to be redeemed at its registered
address. Securities in denominations larger than $1,000 may be redeemed in part,
but only in whole multiples of $1,000. On and after the Redemption Date, subject
to the deposit with the Paying Agent of funds sufficient to pay the Redemption
Price, such Securities or portions of them called for redemption will cease to
be outstanding, whether or not the Security is delivered to the Paying Agent,
and the rights of the Holder in respect thereof shall cease (other than the
right to receive the Redemption Price).

7. PURCHASE OF SECURITIES AT OPTION OF HOLDER UPON A FUNDAMENTAL CHANGE

     Upon a Fundamental Change, at the option of the Holder and subject to the
terms and conditions of the Indenture, the Company shall become obligated to
purchase for cash, subject to certain exceptions described in the Indenture, all
or any part specified by the Holder (so long as the principal amount of such
part is $1,000 or an integral multiple of $1,000) of the Securities held by such
Holder on a date specified by the Company that is 30 Business Days after the
later of the Fundamental Change Effective Date and the date that a Issuer
Fundamental Change Notice is delivered, at a purchase price equal to 100% of the
principal amount thereof together with accrued and unpaid interest (including
Contingent Interest, if any), if any, and accrued and unpaid Additional
Interest, if any, to, but excluding, the Fundamental Change Purchase Date. The
Holder shall have the right to withdraw any Fundamental Change Purchase Notice
(in whole or in a portion thereof that is $1,000 or an integral multiple of
$1,000) at any time prior to the close of business on the Business Day
immediately preceding the Fundamental Change Purchase Date by delivering a
written notice of withdrawal to the Paying Agent in accordance with the terms of
the Indenture.

8. PURCHASE OF SECURITIES AT OPTION OF HOLDER ON SPECIFIED DATES

     On each Put Right Purchase Date, at the option of the Holder and subject to
the terms and conditions of the Indenture, the Company shall become obligated to
purchase for cash all or any part specified by the Holder (so long as the
principal amount of such part is $1,000 or an integral multiple of $1,000) of
the Securities held by such Holder on the applicable Put Right Purchase Date at
the applicable Put Right Purchase Price. The Holder shall have the right to
withdraw any Put Right Purchase Notice (in whole or in a portion thereof that is
$1,000 or an integral multiple of $1,000) at any time prior to the close of
business on the Business Day immediately preceding the Put Right Purchase Date
by delivering a written notice of withdrawal to the Paying Agent in accordance
with the terms of the Indenture.


                                      A-7

<PAGE>

9. CONVERSION

     Subject to and upon compliance with the provisions of the Indenture and
upon the occurrence of the events specified in the Indenture, a Holder may
surrender for conversion any Security that is $1,000 principal amount or
integral multiples thereof. In lieu of receiving shares of the Company's Common
Stock, a Holder will receive to the extent set forth in the Indenture, for each
$1,000 principal amount of Securities surrendered for conversion:

     -    cash in an amount equal to the lesser of (1) $1,000 and (2) the
          Conversion Value, as defined in the Indenture; and

     -    if the Conversion Value is greater than $1,000, a number of shares of
          the Company's Common Stock (the "Remaining Shares"), equal to the sum
          of the Daily Share Amounts, as defined in the Indenture, for each of
          the 10 consecutive Trading Days in the Conversion Reference Period, as
          defined in the Indenture, subject to the Company's right to deliver
          cash in lieu of all or a portion of the Remaining Shares as described
          in the Indenture.

     No fractional share of Common Stock shall be issued upon conversion of a
Security. Instead, the Company shall pay a cash adjustment as provided in the
Indenture.

10. SUBORDINATION

     The Indebtedness evidenced by this Security is, to the extent and in the
manner provided in the Indenture, subordinated and subject in right of payment
to the prior payment in full in cash (or as otherwise agreed to by the holders
of Senior Debt) of all amounts then due on all Senior Debt of the Company;
provided, however, that the Securities, the Indebtedness represented thereby and
the payment of the principal of and premium, if any, and interest (including
Contingent Interest, if any) on the Securities in all respects shall rank
equally with, or prior to, all existing and future Indebtedness of the Company
that is expressly subordinated to any Senior Debt, and this Security is issued
subject to such provisions of the Indenture with respect thereto. Each Holder of
this Security, by accepting the same, (a) agrees to and shall be bound by such
provisions, (b) authorizes and directs the Trustee on such Holder's behalf to
take such action as may be necessary or appropriate to effectuate the
subordination so provided and (c) appoints the Trustee to act as such Holder's
attorney-in-fact for any and all such purposes.

11. DENOMINATIONS, TRANSFER, EXCHANGE

     The Securities are in registered form, without coupons, in denominations of
$1,000 principal amount and integral multiples of $1,000 principal amount. A
Holder may register the transfer of or exchange Securities in accordance with
the Indenture. The Registrar may require a Holder, among other things, to
furnish appropriate endorsements and transfer documents and to pay any taxes or
other governmental charges that may be imposed in relation thereto by law or
permitted by the Indenture.

12. PERSONS DEEMED OWNERS

     The Holder of a Security may be treated as the owner of it for all
purposes.

13. UNCLAIMED MONEY

     If money for the payment of principal or interest (including Contingent
Interest, if any) remains unclaimed for two years, the Trustee and any Paying
Agent will pay the money back to the Company at


                                      A-8

<PAGE>

its written request, subject to the provisions of the Indenture. After that,
Holders entitled to money must look to the Company for payment as general
creditors.

14. AMENDMENT, SUPPLEMENT AND WAIVER

     Subject to certain exceptions, the Indenture or the Securities may be
amended or supplemented with the consent of the Holders of at least a majority
in aggregate principal amount of the Securities then outstanding, and an
existing Default or Event of Default and its consequence or compliance with any
provision of the Indenture or the Securities may be waived in a particular
instance with the consent of the Holders of a majority in aggregate principal
amount of the Securities then outstanding. Without the consent of or notice to
any Holder, the Company, the Guarantors and the Trustee may amend or supplement
the Indenture or the Securities to, among other things, (x) cure any ambiguity,
omission, defect or inconsistency or (y) make any other change that does not
adversely affect the interests of the Holders in any material respect.

15. SUCCESSOR ENTITY

     When a successor corporation assumes all the obligations of its predecessor
under the Securities and the Indenture in accordance with the terms and
conditions of the Indenture, the predecessor corporation (except in certain
circumstances specified in the Indenture) shall be released from those
obligations.

16. DEFAULTS AND REMEDIES

     Under the Indenture, an Event of Default shall occur if:

          (1) the Company shall fail to pay when due the Principal or any
     Redemption Price, Put Right Purchase Price or Fundamental Change Purchase
     Price of any Security, including any Make Whole Premium, when the same
     becomes due and payable whether at the Final Maturity Date, upon purchase,
     acceleration or otherwise, and whether or not prohibited by Article 11 of
     the Indenture; or

          (2) the Company shall fail to pay when due an installment of cash
     interest (including Contingent Interest or Additional Interest, if any) on
     any of the Securities, which default continues for 30 days after the date
     when due, and whether or not prohibited by Article 11 of the Indenture; or

          (3) the Company shall fail to deliver when due all cash and any shares
     of Common Stock deliverable upon conversion of the Securities, which
     failure continues for 15 days, and whether or not permitted by Article 11
     of the Indenture; or

          (4) the Company shall fail to deliver an Issuer Fundamental Change
     Notice within the time required to provide such notice as set forth in
     Section 3.08(b) of the Indenture; or

          (5) the Company or any Guarantor shall fail to perform or observe any
     other term, covenant or agreement contained in the Securities or the
     Indenture for a period of 60 days after receipt by the Company of a Notice
     of Default specifying such failure; or

          (6) one or more defaults, individually or in the aggregate, shall have
     occurred under any of the agreements, indentures or instruments under which
     the Company or any Subsidiary thereof then has outstanding Indebtedness in
     excess of $25,000,000 in principal amount,


                                      A-9

<PAGE>

     individually or in the aggregate, and either (i) such default results from
     the failure to pay such Indebtedness at its stated final maturity or (ii)
     such default or defaults resulted in the acceleration of the final stated
     maturity of such Indebtedness; or

          (7) any Guarantee shall for any reason cease to be, or shall for any
     reason be asserted in writing by any Guarantor or the Company not to be, in
     full force and effect and enforceable in accordance with its terms, except
     to the extent contemplated by the Indenture and any such Guarantee; or

          (8) there shall have been the entry by a court of competent
     jurisdiction of (i) a decree or order for relief in respect of the Company
     or any Significant Subsidiary thereof in an involuntary case or proceeding
     under any applicable Bankruptcy Law or (ii) a decree or order adjudging the
     Company or any Significant Subsidiary thereof bankrupt or insolvent, or
     seeking reorganization, arrangement, adjustment or composition of or in
     respect of the Company or any Significant Subsidiary thereof under any
     applicable federal or state law, or appointing a custodian, receiver,
     liquidator, assignee, trustee, sequestrator (or other similar official) of
     the Company or any Significant Subsidiary thereof or of any substantial
     part of their respective properties, or ordering the winding up or
     liquidation of their respective affairs, and any such decree or order for
     relief shall continue to be in effect, or any such other decree or order
     shall be unstayed and in effect, for a period of 60 consecutive days; or

          (9) (i) the Company or any Significant Subsidiary thereof commences a
     voluntary case or proceeding under any applicable Bankruptcy Law or any
     other case or proceeding to be adjudicated bankrupt or insolvent, (ii) the
     Company or any Significant Subsidiary thereof consents to the entry of a
     decree or order for relief in respect of the Company or such Significant
     Subsidiary in an involuntary case or proceeding under any applicable
     Bankruptcy Law or to the commencement of any bankruptcy or insolvency case
     or proceeding against it, (iii) the Company or any Significant Subsidiary
     thereof files a petition or answer or consent seeking reorganization or
     relief under any applicable federal or state law, (iv) the Company or any
     Significant Subsidiary thereof (1) consents to the filing of such petition
     or the appointment of, or taking possession by, a custodian, receiver,
     liquidator, assignee, trustee, sequestrator or similar official of the
     Company or such Significant Subsidiary or of any substantial part of their
     respective properties, (2) makes an assignment for the benefit of creditors
     or (3) admits in writing its inability to pay its debts generally as they
     become due or (v) the Company or any Significant Subsidiary thereof takes
     any corporate action in furtherance of any such actions in this paragraph
     (9).

     Notwithstanding the above, no Event of Default under clause (5) above shall
occur until the Trustee notifies the Company in writing, or the Holders of at
least 25% in aggregate principal amount of the Securities then Outstanding
notify the Company and the Trustee in writing, of the Default (a "Notice of
Default"), and the Company does not cure the Default within the time specified
in clause (5) after receipt of such notice.

     If an Event of Default (other than an Event of Default specified in clause
(8) or (9) above) shall occur and be continuing with respect to the Indenture,
the Trustee or the Holders of not less than 25% in aggregate principal amount of
the Securities then Outstanding may, and the Trustee at the request of such
Holders shall, declare all unpaid principal of, premium, if any, and accrued
interest (including Contingent Interest, if any) on all Securities to be due and
payable, by a notice in writing to the Company (and to the Trustee if given by
the Holders of the Securities). Upon any such declaration, such principal,
premium, if any, and interest (i) shall become due and payable immediately or
(ii) if the Credit Agreement is in effect, shall become due and payable upon the
first to occur of an acceleration under the Credit Agreement or


                                      A-10

<PAGE>

five business days after receipt of written notice of such declaration by the
Company and the Senior Representative with respect to the Credit Agreement.

     If an Event of Default specified in clauses (8) or (9) occurs and is
continuing, then all the Securities shall ipso facto become and be due and
payable immediately in an amount equal to the principal amount of the
Securities, together with accrued and unpaid interest (including Contingent
Interest, if any), if any, to the date the Securities become due and payable,
without any declaration or other act on the part of the Trustee or any Holder.

     The Holders of a majority in aggregate principal amount of the Securities
Outstanding, by written notice to the Company and the Trustee, may rescind and
annul an acceleration and its consequences if: (a) the Company has paid or
deposited with the Trustee a sum sufficient to pay (1) all sums paid or advanced
by the Trustee under the Indenture and the reasonable compensation, expenses,
disbursements and advances of the Trustee, its agents and counsel, (2) all
overdue interest on all Outstanding Securities, (3) the principal of and
premium, if any, on any Outstanding Securities which have become due otherwise
than by such declaration of acceleration and interest thereon at the rate borne
by the Securities, and (4) to the extent that payment of such interest is
lawful, interest upon overdue interest at the rate borne by the Securities; (b)
the rescission would not conflict with any judgment or decree of a court of
competent jurisdiction; and (c) all Events of Default, other than the
non-payment of principal of, premium, if any, and interest (including Contingent
Interest, if any) on the Securities which have become due solely by such
declaration of acceleration, have been cured or waived. No such rescission shall
affect any subsequent Default or impair any right consequent thereon.

     Holders may not enforce the Indenture or the Securities except as provided
in the Indenture. The Trustee may require indemnity satisfactory to it before it
enforces the Indenture or the Securities. Subject to certain limitations,
Holders of a majority in aggregate principal amount of the Securities then
outstanding may direct the Trustee in its exercise of any trust or power. The
Trustee may withhold from Holders for a period of 30 days notice of any
continuing Default (except a Default in payment of principal or interest) if and
so long as it determines that withholding notice is in their interests. The
Company is required to file periodic certificates with the Trustee as to the
Company's compliance with the Indenture and knowledge or status of any Default.

17. TRUSTEE DEALINGS WITH THE COMPANY

     J.P. Morgan Trust Company, National Association, the initial Trustee under
the Indenture, or any of its Affiliates, in its individual or any other
capacity, may make loans to, accept deposits from and perform services for the
Company or an Affiliate of the Company, and may otherwise deal with the Company
or an Affiliate of the Company, as if it were not the Trustee.


                                      A-11

<PAGE>

18. NO RECOURSE AGAINST OTHERS

     No director, officer, employee, stockholder, incorporator or agent of the
Company or any Guarantor, as such, will have any liability for any obligations
of the Company or the Guarantors under the Securities, the Indenture, the
Guarantees, or for any claim based on, in respect of, or by reason of, such
obligations or their creation. Each holder of the Securities by accepting a
Security waives and releases all such liability.

19. AUTHENTICATION

     This Security shall not be valid until the Trustee or an authenticating
agent manually signs the certificate of authentication on the other side of this
Security.

20. ABBREVIATIONS AND DEFINITIONS

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

     All terms defined in the Indenture and used in this Security but not
specifically defined herein are defined in the Indenture and are used herein as
so defined.

21. INDENTURE TO CONTROL; GOVERNING LAW

     In the case of any conflict between the provisions of this Security or the
Guarantee and the Indenture, the provisions of the Indenture shall control. This
Security, the Guarantee and the Indenture shall be governed by, and construed in
accordance with, the laws of the State of New York.

     The Company will furnish to any Holder, upon written request and without
charge, a copy of the Indenture. Requests may be made to: United Auto Group,
Inc., 2555 Telegraph Road, Bloomfield Hills, Michigan, 48302, Attention: General
Counsel's office, Facsimile No.: (248) 648-2155, Telephone No.: (248) 648-2150.


                                      A-12

<PAGE>

                                 ASSIGNMENT FORM

     To assign this Security, fill in the form below:

I or we assign and transfer this Security to

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

________________________________________________________________________________

________________________________________________________________________________

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

and irrevocably appoint

________________________________________________________________________________
agent to transfer this Security on the books of the Company. The agent may
substitute another to act for him or her.

                                        Your Signature:


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

*Signature guaranteed by:


By:
    ---------------------------------

----------
*    The signature must be guaranteed by an institution which is a member of one
     of the following recognized signature guaranty programs: (i) the Securities
     Transfer Agent Medallion Program (STAMP); (ii) the New York Stock Exchange
     Medallion Program (MSP); (iii) the Stock Exchange Medallion Program (SEMP);
     or (iv) such other guaranty program acceptable to the Trustee.


                                      A-13

<PAGE>

                                CONVERSION NOTICE

  To convert this Security into Common Stock of the Company, check the box: [ ]

     To convert only part of this Security, state the principal amount to be
converted (must be $1,000 or a integral multiple of $1,000): $____________.

     If you want the stock certificate made out in another person's name, fill
in the form below:

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

________________________________________________________________________________

________________________________________________________________________________

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

                                        Your Signature:


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

*Signature guaranteed by:


By:
    ---------------------------------

----------
*    The signature must be guaranteed by an institution which is a member of one
     of the following recognized signature guaranty programs: (i) the Securities
     Transfer Agent Medallion Program (STAMP); (ii) the New York Stock Exchange
     Medallion Program (MSP); (iii) the Stock Exchange Medallion Program (SEMP);
     or (iv) such other guaranty program acceptable to the Trustee.


                                      A-14
<PAGE>

                       FUNDAMENTAL CHANGE PURCHASE NOTICE

To: United Auto Group, Inc.

     The undersigned registered owner of this Security hereby irrevocably
acknowledges receipt of a notice from United Auto Group, Inc. (the "Company") as
to the occurrence of a Fundamental Change with respect to the Company and
requests and instructs the Company to purchase the entire principal amount of
this Security, or the portion thereof (which is $1,000 or an integral multiple
thereof) below designated, in accordance with the terms of the Indenture
referred to in this Security at the Fundamental Change Purchase Price, together
with accrued and unpaid interest (including Additional Interest and Contingent
Interest, if any), if any, if any, to, but excluding, such date, to the
registered Holder hereof.


Date:
      -------------------------------   ----------------------------------------
                                        Signature(s)

                                        Signature(s) must be guaranteed by a
                                        qualified guarantor institution with
                                        membership in an approved signature
                                        guarantee program pursuant to Rule
                                        17Ad-15 under the Securities Exchange
                                        Act of 1934.


                                        ----------------------------------------
                                        Signature Guaranty

Principal amount to be repurchased
(in an integral multiple of $1,000,
if less than all):

_____________________________________

NOTICE: The signature to the foregoing Election must correspond to the Name as
written upon the face of this Security in every particular, without any
alteration or change whatsoever.


                                      A-15

<PAGE>

                            PUT RIGHT PURCHASE NOTICE

To: United Auto Group, Inc.

     The undersigned registered owner of this Security hereby irrevocably
acknowledges receipt of a notice from United Auto Group, Inc. (the "Company") as
to the occurrence of a Put Right Purchase Date with respect to the Company and
requests and instructs the Company to purchase the entire principal amount of
this Security, or the portion thereof (which is $1,000 or an integral multiple
thereof) below designated, in accordance with the terms of the Indenture
referred to in this Security at the Put Right Purchase Price, together with
accrued and unpaid interest (including Additional Interest and Contingent
Interest, if any), if any, to, but excluding, such date, to the registered
Holder hereof.


Date:
      -------------------------------   ----------------------------------------
                                        Signature(s)

                                        Signature(s) must be guaranteed by a
                                        qualified guarantor institution with
                                        membership in an approved signature
                                        guarantee program pursuant to Rule
                                        17Ad-15 under the Securities Exchange
                                        Act of 1934.


                                        ----------------------------------------
                                        Signature Guaranty

Principal amount to be repurchased
(in an integral multiple of $1,000,
if less than all):

_____________________________________

NOTICE: The signature to the foregoing Election must correspond to the Name as
written upon the face of this Security in every particular, without any
alteration or change whatsoever.


                                      A-16

<PAGE>

                       SCHEDULE OF EXCHANGES OF SECURITIES

     The following exchanges, purchases or conversions of a part of this Global
Security have been made:

<TABLE>
<CAPTION>
Principal Amount of
  this Global Note
   Following Such
  Decrease Date of         Authorized         Amount of Decrease    Amount of Increase
    Exchange (or          Signatory of       in Principal Amount   in Principal Amount
     Increase)        Securities Custodian   of this Global Note   of this Global Note
-------------------   --------------------   -------------------   -------------------
<S>                   <C>                    <C>                   <C>

</TABLE>


                                      A-17

<PAGE>

            CERTIFICATE TO BE DELIVERED UPON EXCHANGE OR REGISTRATION
                      OF TRANSFER OF RESTRICTED SECURITIES

Re: 3.50% Senior Subordinated Convertible Notes Due 2026 (the "Securities") of
United Auto Group, Inc.

     This certificate relates to $_________ principal amount of Securities owned
in (check applicable box)

___ book-entry or ___ definitive form by ______________________________ (the
"Transferor").

     The Transferor has requested a Registrar or the Trustee to exchange or
register the transfer of such Securities.

     In connection with such request and in respect of each such Security, the
Transferor does hereby certify that the Transferor is familiar with transfer
restrictions relating to the Securities as provided in Section 2.13 of the
Indenture dated as of January 31, 2006 among United Auto Group, Inc., the
Guarantors named therein and J.P. Morgan Trust Company, National Association, as
trustee (the "Indenture"), and the transfer of such Security is being made
pursuant to an effective registration statement under the Securities Act of
1933, as amended (the "Securities Act") (check applicable box) or the transfer
or exchange, as the case may be, of such Security does not require registration
under the Securities Act because (check applicable box):

____   Such Security is being transferred pursuant to an effective registration
       statement under the Securities Act.

____   Such Security is being acquired for the Transferor's own account, without
       transfer.

____   Such Security is being transferred to the Company or a Subsidiary (as
       defined in the Indenture) of the Company.

____   Such Security is being transferred to a person the Transferor reasonably
       believes is a "qualified institutional buyer" (as defined in Rule 144A or
       any successor provision thereto ("Rule 144A") under the Securities Act)
       that is purchasing for its own account or for the account of a "qualified
       institutional buyer", in each case to whom notice has been given that the
       transfer is being made in reliance on such Rule 144A, and in each case in
       reliance on Rule 144A.

____   Such Security is being transferred pursuant to and in compliance with an
       exemption from the registration requirements of the Securities Act in
       accordance with Rule 144 (or any successor thereto) ("Rule 144") under
       the Securities Act.

____   Such Security is being transferred pursuant to and in compliance with an
       exemption from the registration requirements of the Securities Act (other
       than an exemption referred to above) and as a result of which such
       Security will, upon such transfer, cease to be a "restricted security"
       within the meaning of Rule 144 under the Securities Act.

     The Transferor acknowledges and agrees that, if the transferee will hold
any such Securities in the form of beneficial interests in a Global Note which
is a "restricted security" within the meaning of Rule 144 under the Securities
Act, then such transfer can only be made pursuant to Rule 144A under the
Securities Act and such transferee must be a "qualified institutional buyer" (as
defined in Rule 144A).


                                      A-18

<PAGE>

Date:                                   ----------------------------------------
      ------------------------------    (Insert Name of Transferor)


                                      A-19

<PAGE>

                                                                       Exhibit B

                         FORM OF SUPPLEMENTAL INDENTURE
                      TO BE DELIVERED BY FUTURE GUARANTORS

SUPPLEMENTAL INDENTURE (this "Supplemental Indenture"), dated as of
__________________, 200__, among _________________________ (the "Guaranteeing
Subsidiary"), a subsidiary of __________________________ (or its permitted
successor), a [Delaware] corporation (the "Company"), the Company, the other
Guarantors (as defined in the Indenture referred to herein) and J.P. Morgan
Trust Company, National Association, as trustee under the Indenture referred to
below (the "Trustee").

                                   WITNESSETH

WHEREAS, the Company has heretofore executed and delivered to the Trustee an
indenture (the "Indenture"), dated as of January 31, 2006 providing for the
issuance of 3.50% Senior Subordinated Convertible Notes due 2026 (the "Notes");

WHEREAS, the Indenture provides that under certain circumstances the
Guaranteeing Subsidiary shall execute and deliver to the Trustee a supplemental
indenture pursuant to which the Guaranteeing Subsidiary shall unconditionally
guarantee all of the Company's Obligations under the Notes and the Indenture on
the terms and conditions set forth herein (the "Note Guarantee"); and

WHEREAS, pursuant to Section 10.01 of the Indenture, the Trustee is authorized
to execute and deliver this Supplemental Indenture.

NOW, THEREFORE, in consideration of the foregoing and for other good and
valuable consideration, the receipt of which is hereby acknowledged, the
Guaranteeing Subsidiary and the Trustee mutually covenant and agree for the
equal and ratable benefit of the Holders of the Notes as follows:

1. CAPITALIZED TERMS. Capitalized terms used herein without definition shall
have the meanings assigned to them in the Indenture.

2. AGREEMENT TO GUARANTEE. The Guaranteeing Subsidiary hereby agrees to provide
a Guarantee on the terms and subject to the conditions set forth in the
Guarantee and in the Indenture including but not limited to Article 12 thereof,
including the subordination provisions thereof.

4. NO RECOURSE AGAINST OTHERS. No past, present or future director, officer,
employee, incorporator, stockholder or agent of the Guaranteeing
Subsidiary(ies), as such, shall have any liability for any obligations of the
Company or any Guaranteeing Subsidiary(ies) under the Notes, any Guarantees, the
Indenture or this Supplemental Indenture or for any claim based on, in respect
of, or by reason of, such obligations or their creation. Each Holder of the
Notes or any Guarantee by accepting a Note waives and releases all such
liability. The waiver and release are part of the consideration for issuance of
the Notes and this Guarantee.

5. NEW YORK LAW TO GOVERN. THE INTERNAL LAW OF THE STATE OF NEW YORK SHALL
GOVERN AND BE USED TO CONSTRUE THIS SUPPLEMENTAL INDENTURE WITHOUT GIVING EFFECT
TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION
OF THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY.


                                       B-1

<PAGE>

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

7. EFFECT OF HEADINGS. The Section headings herein are for convenience only and
shall not affect the construction hereof.

8. THE TRUSTEE. The Trustee shall not be responsible in any manner whatsoever
for or in respect of the validity or sufficiency of this Supplemental Indenture
or for or in respect of the recitals contained herein, all of which recitals are
made solely by the Guaranteeing Subsidiary and the Company.

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

Dated as of ___________________, 20__

                                        SIGNATURES

                                        [NAME OF GUARANTEEING SUBSIDIARY OR
                                        SUBSIDIARIES]


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


                                        UNITED AUTO GROUP, INC.


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


                                        J.P.MORGAN TRUST COMPANY, NATIONAL
                                        ASSOCIATION, AS TRUSTEE


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


                                       B-2
<PAGE>

                                                                       Exhibit C

                          FORM OF NOTATION OF GUARANTEE

For value received, each Guarantor (which term includes any successor Person
under the Indenture) has, jointly and severally, unconditionally guaranteed, to
the extent set forth in the Indenture and subject to the provisions in the
Indenture dated as of January 31, 2006 (the "Indenture") among United Auto
Group, Inc., (the "Company"), the Guarantors party thereto and J.P. Morgan Trust
Company, National Association, as trustee (the "Trustee"), (a) the due and
punctual payment of the principal of, premium and Additional Interest, if any,
and interest (including Contingent Interest, if any) on the 3.50% Senior
Subordinated Convertible Notes due 2026 (the "Notes") whether at the Final
Maturity Date, by acceleration or otherwise, the due and punctual payment of
interest on overdue principal of and interest on the Notes, if any, or a senior
subordinated basis, if lawful, and the due and punctual performance of all other
obligations of the Company to the Holders or the Trustee all in accordance with
the terms of the Indenture and (b) in case of any extension of time of payment
or renewal of any Notes or any of such other obligations, that the same will be
promptly paid in full when due or performed in accordance with the terms of the
extension or renewal, whether at the Final Maturity Date, by acceleration or
otherwise. The obligations of the Guarantors to the Holders of Notes and to the
Trustee pursuant to the Guarantee and the Indenture are expressly set forth in
Article 12 of the Indenture, including the circumstances under which such
obligations may be released and the terms by which such obligations are
subordinated to Senior Guarantor Indebtedness, and reference is hereby made to
the Indenture for the precise terms of the Guarantee. Each Holder of a Note, by
accepting the same, (a) agrees to and shall be bound by such provisions, (b)
authorizes and directs the Trustee, on behalf of such Holder, to take such
action as may be necessary or appropriate to effectuate the subordination as
provided in the Indenture and (c) appoints the Trustee attorney-in-fact of such
Holder for such purpose. This Guarantee may be released in accordance with the
Indenture without any further act by any Holder.

Capitalized terms used but not defined herein have the meanings given to them in
the Indenture.

                                        AUTO MALL PAYROLL SERVICES, INC.
                                        BRETT MORGAN CHEVROLET-GEO, INC.
                                        CENTRAL FORD CENTER, INC.
                                        CJNS, LLC
                                        CLASSIC AUTO GROUP, INC.
                                        CLASSIC ENTERPRISES, LLC
                                        CLASSIC IMPORTS, INC.
                                        CLASSIC MANAGEMENT COMPANY, INC.
                                        CLASSIC MOTOR SALES, LLC
                                        CLASSIC NISSAN OF TURNERSVILLE, LLC
                                        CLASSIC TURNERSVILLE, INC.
                                        COVINGTON PIKE DODGE, INC.
                                        D. YOUNG CHEVROLET, LLC
                                        DAN YOUNG CHEVROLET, INC.
                                        DAN YOUNG MOTORS, LLC
                                        DEALER ACCESSORIES, LLC
                                        DIFEO PARTNERSHIP, LLC
                                        EUROPA AUTO IMPORTS, INC.
                                        FLORIDA CHRYSLER PLYMOUTH, INC.
                                        FRN OF TULSA, LLC
                                        GENE REED CHEVROLET, INC.


                                       C-1

<PAGE>

                                        GMG MOTORS, INC.
                                        GOODSON NORTH, LLC
                                        GOODSON PONTIAC-GMC, LLC
                                        GOODSON SPRING BRANCH, LLC
                                        HT AUTOMOTIVE, LTD.
                                        JS IMPORTS, INC.
                                        KMPB, LLC
                                        KMT/UAG, INC.
                                        LANDERS AUTO SALES, LLC
                                        LANDERS BUICK PONTIAC, INC.
                                        LANDERS FORD NORTH, INC.
                                        LANDERS FORD, INC.
                                        LANDERS NISSAN, LLC
                                        LANDERS UNITED AUTO GROUP NO. 2, INC.
                                        LATE ACQUISITION I, LLC
                                        LATE ACQUISITION II, LLC
                                        LMNS, LLC
                                        LRP, LTD.
                                        MICHAEL CHEVROLET-OLDSMOBILE, INC.
                                        MOTORCARS ACQUISITION II, LLC
                                        MOTORCARS ACQUISITION III, LLC
                                        MOTORCARS ACQUISITION IV, LLC
                                        MOTORCARS ACQUISITION V, LLC
                                        MOTORCARS ACQUISITION VI, LLC
                                        MOTORCARS ACQUISITION, LLC
                                        NATIONAL CITY FORD, INC.
                                        NISSAN OF NORTH OLMSTED, LLC
                                        PALM AUTO PLAZA, INC.
                                        PEACHTREE NISSAN, INC.
                                        PMRC, LLC
                                        REED-LALLIER CHEVROLET, INC.
                                        RELENTLESS PURSUIT ENTERPRISES, INC.
                                        SA AUTOMOTIVE, LTD.
                                        SAU AUTOMOTIVE, LTD.
                                        SCOTTSDALE FERRARI, LLC
                                        SCOTTSDALE JAGUAR, LTD.
                                        SCOTTSDALE MANAGEMENT GROUP, LTD.
                                        SIGMA MOTORS, INC.
                                        SK MOTORS, LTD.
                                        SL AUTOMOTIVE, LTD.
                                        SOMERSET MOTORS, INC.
                                        SUN MOTORS, LTD.
                                        THE NEW GRACELAND DODGE, INC.
                                        TRI-CITY LEASING, INC.
                                        UAG ATLANTA H1, LLC
                                        UAG ATLANTA IV MOTORS, INC.
                                        UAG CAPITOL, INC.
                                        UAG CARIBBEAN, INC.
                                        UAG CAROLINA, INC.
                                        UAG CENTRAL FLORIDA MOTORS, LLC
                                        UAG CENTRAL REGION MANAGEMENT, INC.
                                        UAG CERRITOS, LLC


                                       C-2

<PAGE>

                                        UAG CHCC, INC.
                                        UAG CHEVROLET, INC.
                                        UAG CITRUS MOTORS, LLC
                                        UAG CLASSIC, INC.
                                        UAG CLOVIS, INC.
                                        UAG CONNECTICUT, LLC
                                        UAG DULUTH, INC.
                                        UAG EAST, LLC
                                        UAG ESCONDIDO A1, INC.
                                        UAG ESCONDIDO H1, INC.
                                        UAG ESCONDIDO M1, INC.
                                        UAG FAYETTEVILLE I, LLC
                                        UAG FAYETTEVILLE II, LLC
                                        UAG FAYETTEVILLE III, LLC
                                        UAG FINANCE COMPANY, INC.
                                        UAG GRACELAND II, INC.
                                        UAG HUDSON, INC.
                                        UAG INTERNATIONAL HOLDINGS, INC.
                                        UAG KISSIMMEE MOTORS, INC.
                                        UAG LANDERS SPRINGDALE, LLC
                                        UAG LOS GATOS, INC.
                                        UAG MARIN, INC.
                                        UAG MEMPHIS II, INC.
                                        UAG MEMPHIS IV, INC.
                                        UAG MEMPHIS V, INC.
                                        UAG MICHIGAN CADILLAC, LLC
                                        UAG MICHIGAN H1, LLC
                                        UAG MICHIGAN H2, LLC
                                        UAG MICHIGAN PONTIAC-GMC, LLC
                                        UAG MICHIGAN T1, LLC
                                        UAG MICHIGAN TMV, LLC
                                        UAG NANUET I, LLC
                                        UAG NANUET II, LLC
                                        UAG NEVADA LAND, LLC
                                        UAG NORTHEAST, LLC
                                        UAG OLDSMOBILE OF INDIANA, LLC
                                        UAG PHOENIX VC, LLC
                                        UAG ROYAL PALM, LLC
                                        UAG SAN DIEGO A1, INC.
                                        UAG SAN DIEGO AU, INC.
                                        UAG SAN DIEGO H1, INC.
                                        UAG SAN DIEGO JA, INC.
                                        UAG SAN DIEGO MANAGEMENT, INC.
                                        UAG SOUTHEAST, INC.
                                        UAG SPRING, LLC
                                        UAG STEVENS CREEK II, INC.
                                        UAG SUNNYVALE, INC.
                                        UAG TORRANCE, INC.
                                        UAG TULSA JLM, LLC
                                        UAG TULSA VC, LLC
                                        UAG TURNERSVILLE MOTORS, LLC
                                        UAG VC II, LLC


                                       C-3

<PAGE>

                                        UAG VK, LLC
                                        UAG WEST BAY AM, LLC
                                        UAG WEST BAY FM, LLC
                                        UAG WEST BAY IA, LLC
                                        UAG WEST BAY IAU, LLC
                                        UAG WEST BAY IB, LLC
                                        UAG WEST BAY II, LLC
                                        UAG WEST BAY IL, LLC
                                        UAG WEST BAY IM, LLC
                                        UAG WEST BAY IN, LLC
                                        UAG WEST BAY IP, LLC
                                        UAG WEST BAY IV, LLC
                                        UAG WEST BAY IW, LLC
                                        UAG WEST, LLC
                                        UAG YOUNG AUTOMOTIVE GROUP, LLC
                                        UAG YOUNG II, INC.
                                        UAG/PFS, INC.
                                        UNITED FORD BROKEN ARROW, LLC
                                        UNITED FORD NORTH, LLC
                                        UNITED FORD SOUTH, LLC
                                        UNITED NISSAN, INC. (A GEORGIA
                                           CORPORATION)
                                        UNITED NISSAN, INC. (A TENNESSEE
                                           CORPORATION)
                                        UNITED RANCH AUTOMOTIVE, LLC
                                        UNITEDAUTO DODGE OF SHREVEPORT, INC.
                                        UNITEDAUTO SCOTTSDALE PROPERTY
                                           HOLDINGS, LLC
                                        WEST PALM AUTO MALL, INC.
                                        WEST PALM NISSAN, INC.
                                        WESTBURY SUPERSTORE, LTD.
                                        YOUNG AUTOMOTIVE HOLDINGS, LLC
                                        YOUNG MANAGEMENT GROUP, INC.


                                        By:
                                            ------------------------------------
                                        Name: Robert H. Kurnick, Jr.
                                        Title: Assistant Secretary


                                       C-4

<PAGE>

                                        ATLANTIC AUTO FUNDING CORPORATION
                                        ATLANTIC AUTO SECOND FUNDING CORPORATION
                                        ATLANTIC AUTO THIRD FUNDING CORPORATION
                                        UAG MICHIGAN HOLDINGS, INC.
                                        UAG NORTHEAST BODY SHOP, INC.
                                        UAG REALTY, LLC
                                        UAG TEXAS II, INC.
                                        UAG TEXAS, LLC
                                        UAG TULSA HOLDINGS, LLC
                                        UAG TURNERSVILLE REALTY, LLC
                                        UNITEDAUTO FIFTH FUNDING, INC.
                                        UNITED AUTO LICENSING, LLC
                                        UNITED AUTOCARE PRODUCTS, LLC
                                        UNITEDAUTO FINANCE, INC.
                                        UNITEDAUTO FOURTH FUNDING INC.


                                        By:
                                            ------------------------------------
                                        Name: Robert H. Kurnick, Jr.
                                        Title: Secretary

                                        DIFEO HYUNDAI PARTNERSHIP
                                        DIFEO NISSAN PARTNERSHIP
                                        DIFEO CHRYSLER PLYMOUTH JEEP
                                           EAGLE PARTNERSHIP
                                        DIFEO LEASING PARTNERSHIP
                                        DANBURY AUTO PARTNERSHIP
                                        DIFEO TENAFLY PARTNERSHIP
                                        OCT PARTNERSHIP
                                        HUDSON MOTORS PARTNERSHIP
                                        COUNTY AUTO GROUP PARTNERSHIP
                                        SOMERSET MOTORS PARTNERSHIP

                                        By: DIFEO PARTNERSHIP, LLC
                                            A general partner


                                        By:
                                            ------------------------------------
                                        Name: Robert H. Kurnick, Jr.
                                        Title: Assistant Secretary


                                        SHANNON AUTOMOTIVE, LTD.
                                        UAG HOUSTON ACQUISITION, LTD.

                                        By: UAG TEXAS II, INC.,
                                            a general partner


                                        By:
                                            ------------------------------------
                                        Name: Robert H. Kurnick, Jr.
                                        Title: Secretary


                                       C-5

<PAGE>

                                        WTA MOTORS, LTD.

                                        By: LATE ACQUISITION II, LLC,
                                            a general partner


                                        By:
                                            ------------------------------------
                                        Name: Robert H. Kurnick, Jr.
                                        Title: Assistant Secretary

                                        UAG GD, LTD.
                                        UAG GN, LTD.
                                        UAG GP, LTD.
                                        UAG GW, LTD.

                                        By: UAG HOUSTON ACQUISITION, LTD.,
                                            a general partner

                                        By: UAG TEXAS II, INC.,
                                            a general partner


                                        By:
                                            ------------------------------------
                                        Name: Robert H. Kurnick, Jr.
                                        Title: Secretary


                                       C-6

<PAGE>

                                                                         Annex A

                    PROJECTED PAYMENT SCHEDULE PER NOTE (1)

<TABLE>
<CAPTION>
DATE        PROJECTED PAYMENT   DATE         PROJECTED PAYMENT
----        -----------------   ----         -----------------
<S>         <C>                 <C>          <C>
1/31/2006                        10/1/2016          19.53
10/1/2006         23.50           4/1/2017          19.60
 4/1/2007         17.50          10/1/2017          19.67
10/1/2007         17.50           4/1/2018          19.75
 4/1/2008         17.50          10/1/2018          19.83
10/1/2008         17.50           4/1/2019          19.91
 4/1/2009         17.50          10/1/2019          20.00
10/1/2009         17.50           4/1/2020          20.08
 4/1/2010         17.50          10/1/2020          20.18
10/1/2010         17.50           4/1/2021          20.27
 4/1/2011         17.50          10/1/2021          20.37
10/1/2011         17.50           4/1/2022          20.47
 4/1/2012         17.50          10/1/2022          20.57
10/1/2012         19.03           4/1/2023          20.68
 4/1/2013         19.09          10/1/2023          20.79
10/1/2013         19.15           4/1/2024          20.91
 4/1/2014         19.20          10/1/2024          21.03
10/1/2014         19.26           4/1/2025          21.16
 4/1/2015         19.33          10/1/2025          21.29
10/1/2015         19.39           4/1/2026       3,267.75
 4/1/2016         19.46
                                Comparable           8.25%
                                     Yield
</TABLE>

(1)  The Comparable Yield and the Projected Payment Schedule are not determined
     for any purpose other than for the purpose of applying U.S. Treasury
     Regulation section 1.1275-4(b) to the Securities and beneficial interests
     in the Securities and the Comparable Yield and Projected Payment Schedule
     do not constitute a projection or representation regarding the actual
     amount or timing of payments on the Securities or the value at any time of
     any Common Stock that may be received by a Holder or beneficial owner of a
     Security upon conversion of a Security or a beneficial interest therein.


                                    Sched A-1