EX-4.1






PENSKE AUTOMOTIVE GROUP, INC., as Issuer,

the Guarantors named herein, as Guarantors,

and

The Bank of New York Mellon Trust Company, N.A., as Trustee




INDENTURE

Dated as of August 28, 2012




5.75% Senior Subordinated Notes due 2022




Reconciliation and tie between Trust Indenture Act of 1939,

as amended, and Indenture, dated as of August 28, 2012




	 	 	 	 	 
	Trust Indenture
 
Act Section	 	Indenture
 
Section
	 	 	 
	§ 310
	 	(a)(1).
	 	609

	 	 	(a)(2).
	 	609

	 	 	(b).
	 	608, 610

	§ 311
	 	(a).
	 	613

	§ 312
	 	(a).
	 	701

	 	 	(b).
	 	702

	 	 	(c).
	 	702

	§ 313
	 	(a).
	 	703

	 	 	(b)(2).
	 	703

	 	 	(c).
	 	703, 704

	§ 314
	 	(a).
	 	704

	 	 	(a)(4).
	 	1020

	 	 	(c)(1).
	 	103

	 	 	(c)(2).
	 	103

	 	 	(e).
	 	103

	§ 315
	 	(a).
	 	601(b)

	 	 	(b).
	 	602

	 	 	(c).
	 	601(a)

	 	 	(d).
	 	601(c), 603

	 	 	(e).
	 	514

	§ 316
	 	(a)(last sentence)
	 	101 (“Outstanding”)

	 	 	(a)(1)(A).
	 	512

	 	 	(a)(1)(B).
	 	513

	 	 	(b).
	 	508

	 	 	(c).
	 	105(e)

	§ 317
	 	(a)(1).
	 	503(b)

	 	 	(a)(2).
	 	504

	 	 	(b).
	 	1003

	§ 318
	 	(a).
	 	108








	 	 	Note: This reconciliation and tie shall not, for any purpose, be deemed to be a part of this
Indenture.





TABLE OF CONTENTS




PAGE




	 	 	 
	TESTIMONIUM

	 	

	SIGNATURES AND SEALS

	ACKNOWLEDGMENTS

EXHIBIT A

EXHIBIT B

EXHIBIT C

EXHIBIT D

	 	

Regulation S Certificate

Restricted Security Certificate

Unrestricted Security Certificate

Form of Supplemental Indenture to be Delivered by Subsequent Guarantors






INDENTURE, dated as of August 28, 2012, among Penske Automotive, Inc., a Delaware
corporation (the “Company”), the guarantors set forth on the signature pages hereto (each a
“Guarantor” and collectively, the “Guarantors”) and The Bank of New York Mellon Trust Company,
N.A., as trustee (the “Trustee”).



It is mutually covenanted and agreed, for the equal and proportionate benefit of all Holders
of the 5.75% Senior Subordinated Notes due 2022 (the “Securities”), as follows:



ARTICLE ONE

DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION





	 	 	 	Section 101. Definitions.





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



(a) the terms defined in this Article have the meanings assigned to them in this Article, and
include the plural as well as the singular;



(b) all other terms used herein which are defined in the Trust Indenture Act, either directly
or by reference therein, have the meanings assigned to them therein;



(c) all accounting terms not otherwise defined herein have the meanings assigned to them in
accordance with GAAP;



(d) the words “herein,” “hereof’ and “hereunder” and other words of similar import refer to
this Indenture as a whole and not to any particular Article, Section or other subdivision;



(e) all references to $, US$, dollars or United States dollars shall refer to the lawful
currency of the United States of America; and



(f) all references herein to particular Sections or Articles refer to this Indenture unless
otherwise so indicated.



Certain terms used principally in Article Four are defined in Article Four.



“7.75% Notes” means the Company’s 7.75% Senior Subordinated Notes due 2016.



“Acquired Debt” means Debt of a Person (i) existing at the time such Person becomes a
Restricted Subsidiary, or (ii) assumed in connection with the acquisition of assets from such
Person, in each case, other than Debt incurred in connection with, or in contemplation of, such
Person becoming a Restricted Subsidiary or such acquisition, as the case may be and is not recourse
to any Person or assets other than such Person or its assets (including its Subsidiaries and their
assets). Acquired Debt shall be deemed to be incurred on the date of the related acquisition of
assets from any Person or the date the acquired Person becomes a Restricted Subsidiary, as the case
may be.



“Additional Interest” means any additional interest payable pursuant to a Registration Rights
Agreement.



“Additional Securities” means any further Securities (other than the Securities issued on the
date of this Indenture) issued under this Indenture in accordance with the terms of this Indenture
as part of the same series as the Securities issued on the Issue Date, ranking equally with those
Securities issued on the Issue Date and having identical terms and conditions to the Securities
issued on the Issue Date (in all respects other than (a) the date of issuance, (b) the issue price,
(c) rights under a related Registration Rights Agreement, if any, (d) at the option of the Company,
as to the payment of interest accruing prior to the issue date of such Additional Securities, and
(e) the first payment of interest following the issue date of such Additional Securities), subject
to compliance with Section 1008 hereof. The Securities issued on the Issue Date, any Additional
Securities subsequently issued under this Indenture and all Exchange Securities issued in exchange
therefor shall be treated as a single class for all purposes under this Indenture, including,
without limitation, directions, waivers, amendments, consents, redemptions and offers to purchase.
None of the Securities issued on the Issue Date, any Additional Securities and any Exchange
Securities shall have the right to vote or consent as a separate class on any matter.



“Affiliate” means, with respect to any specified Person, any other Person directly or
indirectly controlling or controlled by or under direct or indirect common control with such
specified Person. For the purposes of this definition, “control” when used with respect to any
specified Person means the power to direct the management and policies of such Person, directly or
indirectly, whether through ownership of voting securities, by contract or otherwise; and the terms
“controlling” and “controlled” have meanings correlative to the foregoing.



“Applicable Premium” means, with respect to any Security on any Redemption Date, the greater
of: (1) 1.0% of the principal amount of such Security; and (2) the excess, if any, of: (a) the
present value at such Redemption Date of (i) the Redemption Price of such Security at October 1,
2017 (such Redemption Price being set forth in the tables appearing in Section 2.03(a) and (b)
hereof), plus (ii) all scheduled interest payments due on such Security from the Redemption Date
through October 1, 2017 (excluding accrued but unpaid interest to the Redemption Date), computed
using a discount rate equal to the Treasury Rate at such Redemption Date, plus 50 basis points over
(b) the principal amount of such Security.



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



“Asset Sale” means any sale, issuance, conveyance, transfer, lease or other disposition
(including, without limitation, by way of merger, consolidation or sale and leaseback transaction)
(collectively, a “transfer”), directly or indirectly, in one or a series of related transactions,
of: (i) any Capital Stock of any Restricted Subsidiary (other than directors’ qualifying shares
and transfers of Capital Stock required by a Manufacturer to the extent the Company does not
receive cash or Cash Equivalents for such Capital Stock); (ii) all or substantially all of the
properties and assets of any division or line of business of the Company or any Restricted
Subsidiary; or (iii) any other properties or assets of the Company or any Restricted Subsidiary
other than in the ordinary course of business. For the purposes of this definition, the term
“Asset Sale” shall not include any transfer of properties and assets: (A) that is governed by the
provisions described under Article Eight hereof, (B) that is by the Company to any Restricted
Subsidiary, or by any Restricted Subsidiary to the Company or any Restricted Subsidiary in
accordance with the terms of this Indenture, (C) that is of obsolete or unusable equipment, or
assets that are not useful in the business, (D) that consists of defaulted receivables for
collection or any sale, transfer or other disposition of defaulted receivables for collection,
(E) arising from foreclosures, condemnation or any similar action on assets or the granting of
Liens not prohibited by this Indenture, (F) the Fair Market Value of which in the aggregate does
not exceed $15,000,000 in any transaction or series of related transactions, (G) that consists of
any Permitted Investment or any Restricted Payment permitted under Section 1009 herein, (H) that
constitutes a Change of Control, (I) that is of cash or Cash Equivalents, (J) that is of Capital
Stock in, or Debt or other securities of, an Unrestricted Subsidiary, or (K) arising from any
financing transaction with respect to property built or acquired by the Company or any Restricted
Subsidiary after the Issue Date, including without limitation any sale and leaseback transaction or
asset securitization.



“Average Life to Stated Maturity” means, as of the date of determination with respect to any
Debt, the quotient obtained by dividing (i) the sum of the products of (a) the number of years from
the date of determination to the date or dates of each successive scheduled principal payment of
such Debt multiplied by (b) the amount of each such principal payment by (ii) the sum of all such
principal payments.



“Bankruptcy Law” means Title 11, United States Bankruptcy Code of 1978, as amended, or any
similar United States federal or state law or foreign law relating to bankruptcy, insolvency,
receivership, winding up, liquidation, reorganization or relief of debtors or any amendment to,
succession to or change in any such law.



“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.



“Board Resolution” means a copy of a resolution certified by the Secretary or an Assistant
Secretary of the Company or any Guarantor (or the general partner of a Guarantor which is a limited
partnership), as the case may be, to have been duly adopted by the Board of Directors of such
Person and to be in full force and effect on the date of such certification, and delivered to the
Trustee.



“Book-Entry Security” means any Global Securities bearing the legend specified in Section 202
evidencing all or part of a series of Securities, authenticated and delivered to the Depositary for
such series or its nominee, and registered in the name of such Depositary or nominee.



“Business Day” means each Monday, Tuesday, Wednesday, Thursday and Friday which is not a day
on which banking institutions or trust companies in The City of New York or the city in which the
Corporate Trust Office of the Trustee is located are authorized or obligated by law, regulation or
executive order to close.



“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 Debt), the issuing Person and any rights,
warrants or options exchangeable for or convertible into such Capital Stock (other than debt
securities convertible into Capital Stock).



“Cash Equivalent” means (i) United States Dollars or such local currencies held by the Company
or any Restricted Subsidiary from time to time in the ordinary course of business, (ii) any
evidence of Debt, maturing not more than one year after the date of acquisition (unless such
securities are deposited to defease or satisfy and discharge any Debt), 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, (iii) certificates of deposit, time
deposits and Eurodollar time deposits with maturities of one year or less from the date of
acquisition, bankers’ acceptances with maturities not exceeding one year and overnight bank
deposits, in each case with any commercial bank having capital and surplus of not less than
$500,000,000 in the case of U.S. banks and $100,000,000 (or the U.S. dollar equivalent as of the
date of determination) in the case of non-U.S. banks, (iv) 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; (v) any money market deposit accounts
issued or offered by a domestic commercial bank having capital and surplus in excess of
$500,000,000 or a non-U.S. bank having capital and surplus in excess of $100,000,000; 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; (vi) in the case of any
investment by a Foreign Subsidiary or investments made in a country outside the United States of
America, “Cash Equivalents” shall also include (A) direct obligations of the sovereign nation (or
any agency thereof) in which such Foreign Subsidiary is organized and is conducting business or
obligations fully and unconditionally guaranteed by such sovereign nation (or agency thereof) and
(B) investments denominated in the currency of the jurisdiction in which such Foreign Subsidiary is
organized or has its principal place of business which are similar to the items specified in
clauses (i) through (v) above, including, without limitation, any deposit with a bank that is a
lender to such Foreign Subsidiary, (vii) any repurchase agreement entered into with Mercedes-Benz
Financial Services USA LLC (or with a commercial banking institution of the stature referred to in
clause (iii) above) which (A) is secured by a fully perfected security interest in any obligation
of the type described in any of clauses (ii) through (iv) 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 Mercedes-Benz Financial Services USA LLC (or such commercial banking institution) thereunder,
(viii) repurchase obligations for underlying securities of the types described in clauses (ii) and
(iii) entered into with any financial institution meeting the qualifications specified in
clause (iii) above and (ix) shares of money market mutual funds within the definition of Rule 2a-7
issued by the Commission under the Investment Company Act of 1940.



“Change of 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,
any of the Permitted Holders or any holding company which owns, directly or indirectly, 100% of the
Voting Stock of the Company (so long as no Change of Control would otherwise have occurred in
respect of the Voting Stock of such holding company), 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 Voting Stock of the Company; (ii) 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 (x) the continuing or surviving Person immediately
after the transaction or (y) any holding company which owns, directly or indirectly, 100% of the
Voting Stock of the continuing or surviving Person immediately after the transaction (so long as no
Change of Control would otherwise have occurred in respect of the Voting Stock of such holding
company) 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; (iii) during any
consecutive two-year period, individuals who at the beginning of such two-year period constituted
the Board of Directors of the Company (together with any new directors whose election to such Board
of Directors, or whose nomination for election by stockholders, was approved by one or more
Permitted Holders or 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
Board of Directors of the Company then in office; or (iv) the Company approves a plan of
liquidation or dissolution. Beneficial ownership shall be determined in accordance with Rule 13d-3
promulgated by the Commission under the Exchange Act. 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.



“Clearstream” means Clearstream Banking, societe anonyme (or any successor securities clearing
agency).



“Commission” means the Securities and Exchange Commission, as from time to time constituted,
created under the Exchange Act, or if at any time after the execution of this Indenture such
Commission is not existing and performing the duties now assigned to it under the Securities Act,
Exchange Act and Trust Indenture Act then the body performing such duties at such time.



“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 per share, or any
successor common stock thereto.



“Company” means Penske Automotive Group, Inc., a corporation incorporated under the laws of
Delaware, until a successor Person shall have become such pursuant to the applicable provisions of
this Indenture, and thereafter “Company” shall mean such successor Person. To the extent necessary
to comply with the requirements of the provisions of Sections 310 through 317 of the Trust
Indenture Act as they are applicable to the Company, the term “Company” shall include any other
obligor with respect to the Securities for purposes of complying with such provisions.



“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) the Consolidated Tangible Assets of such Person,
less (b) the amount of any Debt of such Person incurred pursuant to a Floor Plan Facility.



“Consolidated Fixed Charge Coverage Ratio” of any Person means, for any period, the ratio of
(a) the sum of Consolidated Net Income (Loss), and in each case to the extent deducted in computing
Consolidated Net Income (Loss) for such period, Consolidated Interest Expense, Consolidated Income
Tax Expense and Consolidated Non-cash Charges for such period, of such Person and its Restricted
Subsidiaries on a Consolidated basis, less all noncash items increasing Consolidated Net Income for
such period in any prior period to (b) the sum of Consolidated Interest Expense for such period and
cash dividends paid on any Preferred Stock of such Person during such period, in each case after
giving pro forma effect to (i) the incurrence of the Debt giving rise to the need to make such
calculation and (if applicable) the application of the net proceeds therefrom, including to
refinance other Debt, as if such Debt was incurred, and the application of such proceeds occurred,
on the first day of such period; (ii) the incurrence, repayment or retirement of any other Debt by
the Company and its Restricted Subsidiaries since the first day of such period as if such Debt was
incurred, repaid or retired at the beginning of such period (except that, in making such
computation, the amount of Debt under any revolving credit facility shall be computed based upon
the average daily balance of such Debt during such period); (iii) in the case of Acquired Debt or
any acquisition occurring at the time of the incurrence of such Debt, the related acquisition (and
any Consolidated Net Income (Loss) of such Person), assuming such acquisition had been consummated
on the first day of such period; and (iv) any acquisition or disposition by the Company and its
Restricted Subsidiaries of any company or any business or any assets (including the Consolidated
Net Income (Loss) of such Person), whether by merger, stock purchase or sale or asset purchase or
sale, or any related repayment of Debt, in each case since the first day of such period, assuming
such acquisition or disposition had been consummated on the first day of such period, including
giving effect to any Pro Forma Cost Savings; provided that (I) in making such computation, the
Consolidated Interest Expense attributable to interest on any Debt computed on a pro forma basis
and (A) bearing a floating interest rate shall be computed as if the rate in effect on the date of
computation had been the applicable rate for the entire period (subject to any applicable Interest
Rate Agreement) and (B) which was not outstanding during the period for which the computation is
being made but which bears, at the option of such Person, a fixed or floating rate of interest,
shall be computed by applying at the option of such Person either the fixed or floating rate and
(II) in making such computation, the Consolidated Interest Expense of such Person attributable to
interest on any Debt under a revolving credit facility computed on a pro forma basis shall be
computed based upon the average daily balance of such Debt during the applicable period.



“Consolidated Income Tax Expense” of any Person means, for any period, the provision for
federal, state, local and foreign income taxes of such Person and its Consolidated Restricted
Subsidiaries for such period as determined in accordance with GAAP.



“Consolidated Interest Expense” of any Person means, without duplication, for any period, the
sum of (a) the interest expense of such Person and its Restricted Subsidiaries for such period, on
a Consolidated basis (other than interest expense under any Inventory Facility), including, without
limitation, (i) amortization of debt discount, (ii) the net cash costs paid under Interest Rate
Agreements (including amortization of discounts), (iii) the interest portion of any deferred
payment obligation, (iv) all commissions, discounts and other fees and charges owed with respect to
letters of credit and bankers acceptance financing, and (v) accrued interest, plus (b) (i) the
interest component of the Capital Lease Obligations paid, accrued and/or scheduled to be paid or
accrued by such Person and its Restricted Subsidiaries during such period and (ii) all capitalized
interest of such Person and its Restricted Subsidiaries, plus (c) the interest expense under any
Debt guaranteed by such Person and any Restricted Subsidiary to the extent not included under
clause (a)(iv) above, whether or not paid by such Person or its Restricted Subsidiaries, but
excluding, in the case of (a), (b) and (c), the amortization or write-off of deferred financing
costs, plus (d) dividend requirements of the Company and the Restricted Subsidiaries with respect
to Redeemable Capital Stock, and with respect to Preferred Stock of Restricted Subsidiaries, in
each case whether in cash or otherwise (except dividends payable solely in shares of Capital Stock
(other than any Preferred Stock or Redeemable Capital Stock) of the Company or any Restricted
Subsidiary).



“Consolidated Net Income (Loss)” of any Person means, for any period, the Consolidated net
income (or loss) of such Person and its Restricted Subsidiaries for such period on a Consolidated
basis as determined in accordance with GAAP, adjusted, to the extent included in calculating such
net income (or loss), by excluding, without duplication, (i) all extraordinary, non-recurring or
unusual gains or losses net of taxes (less all fees and expenses relating thereto), (ii) the
portion of net income (or loss) of such Person and its Restricted Subsidiaries on a Consolidated
basis allocable to minority interests in unconsolidated Persons or Unrestricted Subsidiaries to the
extent that cash dividends or distributions have not actually been received by such Person or one
of its Consolidated Restricted Subsidiaries, (iii) any impairment charge or asset write-off
pursuant to Accounting Standards Codification (“ASC”) Topic 350 and ASC Topic 360 and the
amortization of intangibles arising pursuant to ASC Topic 350, (iv) any gain or loss, net of taxes,
realized upon the termination of any employee pension benefit plan, (v) the cumulative effect of a
change in accounting principles, (vi) gains or losses, net of taxes (less all fees and expenses
relating thereto), in respect of dispositions of assets other than in the ordinary course of
business, (vii) solely for purposes of Section 1009 the net income of any Restricted Subsidiary to
the extent that the declaration of dividends or similar distributions by that Restricted Subsidiary
of that income is not at the time permitted, directly or indirectly, by operation of the terms of
its charter or any agreement, instrument, judgment, decree, order, statute, rule or governmental
regulation applicable to that Restricted Subsidiary or its stockholders, (viii) non-cash gains and
losses due solely to fluctuations in currency values or unrealized gains and losses with respect to
hedging obligations or other derivative instruments pursuant to ASC Topic 815 or otherwise, (ix)
any non-cash compensation charge arising from the grant of or issuance of stock, stock options or
other equity based awards, (x) any restoration to net income of any contingency reserve, except to
the extent provision for such reserve was made out of income accrued at any time following the
Issue Date, (xi) the amortization or write-off of deferred financing fees and any expenses of
bridge or other financing fees, (xii) any net gain arising from the acquisition of any securities
or extinguishment, under GAAP, of any Debt of such Person, and (xiii) any gain or loss, net of
taxes, attributable to disposed, abandoned, transferred or closed assets or operations and any gain
or loss, net of taxes, on disposal of disposed, abandoned, transferred or closed assets or
operations (including, without limitation, assets or operations disposed of during such period).
For the sake of clarity, (a) any amounts restated for discontinued operations in the Company’s
consolidated financial statements shall not be recalculated under this definition and (b) any gain
or loss, net of taxes, attributable to discontinued operations and any gain or loss, net of taxes,
on disposal of discontinued operations (including, without limitation, operations disposed of
during such period) shall be excluded from the calculation of Consolidated Net Income.



“Consolidated Non-cash Charges” of any Person means, for any period, the aggregate
depreciation, amortization and other non-cash charges of such Person and its subsidiaries on a
Consolidated basis for such period, as determined in accordance with GAAP, excluding any non-cash
charge which requires an accrual or reserve for cash charges for any future period.



“Consolidated Tangible Assets” of any Person means (a) all the Consolidated Total Assets of
such Person, less (b) the amount thereof constituting goodwill and other intangible assets as
calculated in accordance with GAAP.



“Consolidated Total Assets” of any Person means all amounts that would be shown as assets on a
consolidated balance sheet of such Person and its Restricted Subsidiaries prepared in accordance
with GAAP.



“Consolidation” means, with respect to any Person, the consolidation of the accounts of such
Person and each of its subsidiaries if and to the extent the accounts of such Person and each of
its subsidiaries would normally be consolidated with those of such Person, all in accordance with
GAAP. The term “Consolidated” shall have a similar meaning.



“Corporate Trust Office” means the office of the Trustee or an affiliate or agent thereof at
which at any particular time the corporate trust business for the purposes of this Indenture shall
be principally administered, which office at the date of execution of this Indenture is located at
2 North LaSalle Street, Suite 1020, Chicago, Illinois 60602 Attention: Corporate Trust.



“Credit Agreement” means the Third Amended and Restated Credit Agreement, dated as of October
30, 2008, among the Company, various financial institutions and Mercedes-Benz Financial Services
USA LLC as agent for the lenders, as amended, as such agreement, in whole or in part, may have been
or may be amended, renewed, extended, increased, 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.



“Credit Facility” means one or more debt facilities (including, without limitation, the Credit
Agreement and the U.K. Credit Agreement), financings, commercial paper facilities or other debt
instruments, indentures or agreements providing for revolving credit loans, term loans, receivables
financing (including through the sale of receivables to such lenders or to special purpose entities
formed to borrow from such lenders against such receivables), notes or letters of credit, bank
products or other debt obligations and, in each case, as such agreements may be amended, amended
and restated, supplemented, modified, renewed, refunded, refinanced, replaced or otherwise
restructured, in whole or in part from time to time (including increasing the amount of available
borrowings thereunder or adding Restricted Subsidiaries of the Company as additional borrowers or
guarantors thereunder) with respect to all or any portion of the Debt under such agreement or
agreements or any successor or replacement agreement or agreements and whether by the same or any
other agent, lender or group of lenders or other party.



“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.



“Debt” means, with respect to any Person, without duplication, (i) all debt 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 debt 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 Debt 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 Debt 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 Debt, (vii) to the extent not otherwise included, any guarantee, other than
by endorsement for collection or deposit in the ordinary course of business, of all or any part of
any Debt of another 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 such Person 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. For
purposes hereof, 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
Debt 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.



For the sake of clarity, “Debt” shall not include (x) any operating lease or residual
liabilities or guarantees with respect to such operating lease or property subject to such
operating lease, any sublease or any assigned leasehold or any payments in connection therewith
(including, without limitation, any liabilities for lease payments relating to properties which
have been sold by the Company or any Restricted Subsidiary to a third party), (y) any obligation,
commitment, liability or payment made in connection with the purchase or sale of installment
contracts or leases involving vehicles to financial institutions, or any guarantee in respect
thereof, in each case, arising in the ordinary course of any business of the Company or any of its
Restricted Subsidiaries, or (z) any obligation, commitment, liability or payment made in connection
with the purchase or repurchase of inventory, vehicles, vehicle parts and/or supplies or signage
(or the residual value related to any of the foregoing), or any guarantee in respect thereof, in
each case, to the extent required by or arising from any law or regulation or in the ordinary
course of any distribution business of the Company or any of its Restricted Subsidiaries.



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



“Depositary” means, with respect to the Securities issued in the form of one or more
Book-Entry Securities, The Depository Trust Company (“DTC”), its nominees and successors, or
another Person designated as Depositary by the Company, which must be a clearing agency registered
under the Exchange Act.



“Designated Noncash Consideration” means the Fair Market Value of non-cash consideration
received by the Company or any of its Restricted Subsidiaries in connection with an Asset Sale that
is so designated pursuant to an Officer’s Certificate delivered to the Trustee, setting forth the
basis of the valuation. The aggregate Fair Market Value of the Designated Noncash Consideration,
taken together with the Fair Market Value at the time of receipt of all other Designated Noncash
Consideration received, may not exceed $35,000,000 in the aggregate outstanding at any one time
(with the Fair Market Value being measured at the time received and without giving effect to
subsequent changes in value).



“Designated Senior Debt” means (i) all Senior Debt under the Credit Agreement and (ii) any
other Senior Debt which at the time of determination has an aggregate principal amount outstanding
of at least $50,000,000 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.



“Disinterested Director” means, with respect to any transaction or series of related
transactions, a member of the Board of Directors of the Company who does not have any material
direct or indirect financial interest in or with respect to such transaction or series of
transactions.



“Domestic Subsidiary” means any Restricted Subsidiary that is not a Foreign Subsidiary.



“Equity Offering” means an offering by the Company of its Common Stock, Preferred Stock (other
than Redeemable Capital Stock) or options, warrants or rights with respect to its Common Stock or
Preferred Stock (other than Redeemable Capital Stock) (other than offerings registered on Form S-8
or issuances to a Subsidiary of the Company).



“Euroclear” means the Euroclear Clearance System (or any successor securities clearing
agency).



“Event of Default” has the meaning specified in Section 501.



“Exchange Act” means the Securities Exchange Act of 1934, as amended, or any successor
statute, and the rules and regulations promulgated by the Commission thereunder.



“Exchange Offer” means an exchange offer by the Company and the Guarantors of Series B
Securities for Series A Securities to be effected pursuant to a Registration Rights Agreement.



“Exchange Offer Registration Statement” means the registration statement under the Securities
Act contemplated by a Registration Rights Agreement in connection with an Exchange Offer.



“Exchange Securities” means the 5.75% Senior Subordinated Notes due 2022 to be issued in the
Exchange Offer.



“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, determined by
senior management or the Board of Directors of the Company, whose determination shall be conclusive
for all purposes under this Indenture.



“Floor Plan Facility” means an agreement from Ally Financial, Inc., Ally Bank, BMW Financial
Services NA, LLC, Ford Motor Credit Company LLC, Toyota Motor Credit Corporation, World Omni
Financial Corp., American Honda Finance Corporation, U.S. Bank National Association, First Hawaiian
Bank, VW Credit, Inc., Nissan Motor Acceptance Corporation, Mercedes-Benz Financial Services USA
LLC or any other bank or asset-based lender pursuant to which the Company or any Restricted
Subsidiary incurs Debt substantially all of the net proceeds of which are used to purchase, finance
or refinance vehicles and/or vehicle parts and supplies to be sold or otherwise used in the
ordinary course of business of the Company and its Restricted Subsidiaries.



“Foreign Subsidiary” means any Restricted Subsidiary that (i) is not organized under the laws
of the United States of America or any state thereof or the District of Columbia or (ii) was
organized under the laws of the United States of America or any State thereof or the District of
Columbia that has no material assets other than Capital Stock of one or more foreign entities of
the type described in clause (i) above.



“Generally Accepted Accounting Principles” or “GAAP” means generally accepted accounting
principles set forth in the opinions and pronouncements of the Accounting Principles Board of the
American Institute of Certified Public Accountants, the opinions and pronouncements of the Public
Company Accounting Oversight Board 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 Securities” means the Rule 144A Global Securities, the Regulation S Global Securities
and the Series B Global Securities to be issued as Book-Entry Securities issued to the Depositary
in accordance with Section 306.



“Guarantee” means the guarantee by any Guarantor of the Company’s Indenture Obligations.



“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 Section 1013 until a successor replaces such party pursuant to the
applicable provisions of this Indenture and, thereafter, shall mean such successor.



“Holder” means a Person in whose name a Security is registered in the Security Register.



“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 the
performance of all other obligations to the Trustee and the Holders under this Indenture and the
Securities and the Registration Rights Agreement, according to the respective terms hereof and
thereof; provided that the term “Indenture Obligations” shall not include the compensation,
expenses or indemnity of the Trustee, its affiliates or its counsel.



“Initial Purchasers” means (i) Merrill Lynch, Pierce, Fenner & Smith Incorporated, RBS
Securities Inc., J.P. Morgan Securities LLC, Wells Fargo Securities, LLC, U.S. Bancorp Investments,
Inc., Stephens Inc. and BNP Paribas Securities Corp. as initial purchasers of the Securities issued
on the Issue Date and (ii) with respect to any Additional Securities issued subsequent to the Issue
Date, any investment bank acting as initial purchaser in connection with the issuance and sale of
such Additional Securities.



“Interest Payment Date” means April 1 and October 1 of each year.



“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.



“Inventory Facility” means any Floor Plan Facility or any other agreement, including pursuant
to a commercial paper program, pursuant to which the Company or any Restricted Subsidiary incurs
Debt, the net proceeds of which are used to purchase, finance or refinance vehicles and/or vehicle
parts and supplies to be sold or otherwise used in the ordinary course of business of the Company
and its Restricted Subsidiaries.



“Investment” means, with respect to any Person, directly or indirectly, any advance, loan, or
other extension of credit (including guarantees) or capital contribution to (by means of any
transfer of cash or other property to others or any payment for property or services for the
account or use of others), or any purchase or acquisition by such Person of any Capital Stock,
bonds, notes, debentures or other securities issued by any other Person and all other items that
would be classified as investments on a balance sheet prepared in accordance with GAAP. If the
Company or any Restricted Subsidiary of the Company sells or otherwise disposes of any Capital
Stock of any direct or indirect Restricted Subsidiary of the Company such that, after giving effect
to any such sale or disposition, such Person is no longer a Restricted Subsidiary of the Company
(other than the sale of all of the outstanding Capital Stock of such Restricted Subsidiary), the
Company shall be deemed to have made an Investment on the date of such sale or disposition equal to
the Fair Market Value of the Company’s Investments in such Subsidiary that were not sold or
disposed. For the sake of clarity, “Investment” shall not include (x) any guarantee with respect
to an operating lease or property subject to such operating lease, sublease or assigned leasehold
or any payments in connection therewith (including, without limitation, any liabilities for lease
payments relating to properties which have been sold by the Company or any Restricted Subsidiary to
a third party), (y) any guarantee of an obligation, commitment, liability or payment made in
connection with the purchase or sale of installment contracts or leases involving vehicles to
financial institutions, in each case, arising in the ordinary course of any business of the Company
or any of its Restricted Subsidiaries, or (z) any guarantee of an obligation, commitment, liability
or payment made in connection with the purchase or repurchase of inventory, vehicles, vehicle parts
and/or supplies or signage (or the residual value related to any of the foregoing), in each case,
to the extent required by or arising from any law or regulation or in the ordinary course of any
distribution business of the Company or any of its Restricted Subsidiaries.



“Issue Date” means August 28, 2012.



“Lien” means any mortgage or deed of trust, charge, pledge, lien (statutory or otherwise),
privilege, security interest, assignment, deposit, 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. For the sake of
clarity, “Lien” shall not include any operating lease or residual liabilities or guarantees with
respect to such operating lease or property subject to such operating lease, any sublease or any
assigned leasehold or any payments in connection therewith (including, without limitation, any
liabilities for lease payments relating to properties which have been sold by the Company or any
Restricted Subsidiary to a third party).



“Manufacturer” means a vehicle manufacturer which is a party to an agreement with the Company
or any Restricted Subsidiary.



“Maturity” means, when used with respect to the Securities, the date on which the principal of
the Securities becomes due and payable as provided in the Securities or as provided in this
Indenture, whether at Stated Maturity, the Offer Date, the Redemption Date or the purchase date and
whether by declaration of acceleration, Offer in respect of Excess Proceeds, Change of Control
Offer in respect of a Change of Control, call for redemption or otherwise.



“Moody’s” means Moody’s Investors Service, Inc., and any successor to the rating agency
business thereto.



“Net Cash Proceeds” means (a) with respect to any Asset Sale by any Person, the proceeds from
that sale (without duplication in respect of all Asset Sales) in the form of cash or Cash
Equivalents including by way of sale or discounting of a note, installment receivable or other
receivable (but excluding any other consideration received in the form of assumption by the
acquirer of Debt or other obligations relating to such properties or assets), including payments in
respect of deferred payment obligations when received in the form of, or stock or other assets when
disposed of for, cash or Cash Equivalents (except to the extent that such obligations are financed
or sold with recourse to the Company or any Restricted Subsidiary) net of: (i) brokerage
commissions and other reasonable fees and expenses (including fees and expenses of counsel and
investment bankers) related to such Asset Sale, (ii) provisions for all taxes payable as a result
of such Asset Sale, (iii) payments made to retire Debt where payment of such Debt is secured by the
assets or properties the subject of such Asset Sale, (iv) amounts required to be paid to any Person
(other than the Company or any Restricted Subsidiary) owning a beneficial interest in the assets
subject to the Asset Sale and (v) appropriate amounts to be provided by the Company or any
Restricted Subsidiary, as the case may be, as a reserve, in accordance with GAAP, against any
liabilities associated with such Asset Sale and retained by the Company or any Restricted
Subsidiary, as the case may be, after such Asset Sale, including, without limitation, pension and
other post-employment benefit liabilities, liabilities related to environmental matters and
liabilities under any indemnification obligations associated with such Asset Sale, all as reflected
in an Officer’s Certificate, and (b) with respect to any issuance or sale of Capital Stock or
options, warrants or rights to purchase Capital Stock, or debt securities or Capital Stock that
have been converted into or exchanged for Capital Stock as referred to in Section 1009, the
proceeds of such issuance or sale in the form of cash or Cash Equivalents including payments in
respect of deferred payment obligations when received in the form of, or stock or other assets when
disposed of for, cash or Cash Equivalents (except to the extent that such obligations are financed
or sold with recourse to the Company or any Restricted Subsidiary), net of attorney’s fees,
accountant’s fees and brokerage, consultation, underwriting and other fees and expenses actually
incurred in connection with such issuance or sale and net of taxes paid or payable as a result of
such issuance or sale.



“Non-Guarantor Restricted Subsidiary” means any Restricted Subsidiary that is designated by
the Company as a Non-Guarantor Restricted Subsidiary, as evidenced by an Officer’s Certificate of
the Company delivered to the Trustee.



“Non-U.S. Person” means a Person that is not a “U.S. person” as defined in Regulation S under
the Securities Act.



“Offering Memorandum” means the Company’s final offering memorandum, dated August 14, 2012,
relating to the offering and sale of $550,000,000 aggregate principal amount of Securities on the
Issue Date.



“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, the 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.
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.



“Opinion of Counsel” means a written opinion of counsel, who may be an employee of or counsel
for the Company or any Guarantor, and who shall be reasonably satisfactory to the Trustee.



“Opinion of Independent Counsel” means a written opinion of counsel which is issued by a
Person who is not an employee, director or consultant (other than non-employee legal counsel) of
the Company or any Guarantor and who shall be acceptable to the Trustee, and which opinion shall be
in form and substance reasonably satisfactory to the Trustee.



“Outstanding” when used with respect to Securities means, as of the date of determination, all
Securities theretofore authenticated and delivered under this Indenture, except: (a) Securities
theretofore canceled by the Trustee or delivered to the Trustee for cancellation; (b) Securities,
or portions thereof, for whose payment or redemption money in the necessary amount has been
theretofore deposited with the Trustee or any Paying Agent (other than the Company or an Affiliate
thereof) in trust or set aside and segregated in trust by the Company or an Affiliate thereof (if
the Company or an Affiliate thereof shall act as its own Paying Agent) for the Holders of such
Securities; provided that if such Securities are to be redeemed, notice of such redemption has been
duly given pursuant to this Indenture or provision therefor reasonably satisfactory to the Trustee
has been made; (c) Securities, to the extent provided in Sections 402 and 403, with respect to
which the Company has effected defeasance or covenant defeasance as provided in Article Four; and
(d) Securities in exchange for or in lieu of which other Securities have been authenticated and
delivered pursuant to this Indenture, other than any such Securities in respect of which there
shall have been presented to the Trustee and the Company proof reasonably satisfactory to each of
them that such Securities are held by a bona fide purchaser in whose hands the Securities are valid
obligations of the Company; provided, however, that in determining whether the Holders of the
requisite principal amount of Outstanding Securities have given any request, demand, authorization,
direction, notice, consent or waiver hereunder, Securities owned by the Company, any Guarantor, or
any other obligor upon the Securities or any Affiliate of the Company, any Guarantor or such other
obligor shall be disregarded and deemed not to be Outstanding, except that, in determining whether
the Trustee shall be protected in relying upon any such request, demand, authorization, direction,
notice, consent or waiver, only Securities which the Trustee knows to be so owned shall be so
disregarded. Securities so owned which have been pledged in good faith may be regarded as
Outstanding if the pledge establishes to the reasonable satisfaction of the Trustee the pledgee’s
right so to act with respect to such Securities and that the pledgee is not the Company, any
Guarantor or any other obligor upon the Securities or any Affiliate of the Company, any Guarantor
or such other obligor.



“Pari Passu Debt” means (a) any Debt of the Company that is pari passu in right of payment to
the Securities, including, without limitation, the 7.75% Notes, and (b) with respect to any
Guarantee, Debt which ranks pari passu in right of payment to such Guarantee, including, without
limitation, the Guarantees with respect to the 7.75% Notes.



“Paying Agent” means any Person (including the Company) authorized by the Company to pay the
principal of, premium, if any, or interest on, any Securities on behalf of the Company.



“Permitted Guarantor Junior Payment” means any payment or other distribution to the holders of
the Securities of 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 Debt, 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.,
Transportation Resource Partners, LP, Transportation Resource Partners III, LP, Penske Truck
Leasing Co., L.P., LJ VP Holdings LLC and their respective Subsidiaries, in each case so long as
the Persons or entities covered by clauses (i), (ii) or (iii), 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 Investment” means (i) Investments in the Company or in a Restricted Subsidiary of
the Company, (ii) Investments in any Person which, as a result of such Investment, (a) becomes a
Restricted Subsidiary or (b) is merged or consolidated with or into, or transfers or conveys
substantially all of its assets to, or is liquidated into, the Company or any Restricted
Subsidiary; (iii) Debt of the Company or a Restricted Subsidiary described under clauses (i), (ii),
(v), (vi), (vii) and (viii) of the definition of “Permitted Debt”; (iv) Investments in any of the
Securities or the Exchange Securities; (v) Investments in cash and Cash Equivalents;
(vi) Investments acquired by the Company or any Restricted Subsidiary in connection with an asset
sale permitted under Section 1012 herein to the extent such Investments are non-cash proceeds as
permitted under such Section; (vii) any Investment to the extent the consideration therefor
consists of Qualified Capital Stock of the Company or any Unrestricted Subsidiary;
(viii) Investments representing Capital Stock or obligations issued to the Company or any
Restricted Subsidiary in the course of the good faith settlement of claims against any other Person
by reason of a composition or readjustment of debt or a reorganization of any debtor or any
Restricted Subsidiary; (ix) prepaid expenses advanced to employees in the ordinary course of
business or other loans or advances to employees in the ordinary course of business not to exceed
$1,000,000 in the aggregate at any one time outstanding; (x) Investments in existence on the Issue
Date and an Investment in any Person to the extent such Investment replaces or refinances an
Investment in such Person existing on the Issue Date in an amount not exceeding the amount of the
Investment being replaced or refinanced; (xi) Investments in Unrestricted Subsidiaries and joint
ventures, not to exceed 2% of the Company’s Consolidated Total Assets at any one time outstanding;
(xii) deposits, including interest-bearing deposits, maintained in the ordinary course of business
in banks or with floor plan lenders; trade receivables and prepaid expenses, in each case arising
in the ordinary course of business; provided, however, that such receivables and prepaid expenses
would be recorded as assets of such Person in accordance with GAAP; endorsements for collection or
deposit in the ordinary course of business by such Person of bank drafts and similar negotiable
instruments of such other Person received as payment for ordinary course of business trade
receivables; (xiii) Investments acquired with the Net Cash Proceeds received by the Company after
the date of this Indenture from the issuance and sale of Capital Stock (other than Redeemable Stock
or Preferred Stock); provided that such Net Cash Proceeds are used to make such Investment within
10 days of the receipt thereof and the amount of all such Net Cash Proceeds shall be excluded from
clause (3)(B) of Section 1009(a) herein; (xiv) Investments acquired in connection with (and not
created in anticipation of) an acquisition otherwise permitted by this Indenture; (xv) Investments
in prepaid expenses, negotiable instruments held for collection and lease, utility and worker’s
compensation, performance and other similar deposits provided to third parties in the ordinary
course of business; (xvi) any Investment acquired by the Company or any Restricted Subsidiary
(a) in exchange for any other Investment or accounts receivable held by the Company or any such
Restricted Subsidiary in connection with or as a result of a bankruptcy, workout, reorganization or
recapitalization of the Person in which such other Investment is made or which is the obligor with
respect to such accounts receivable, or (b) as a result of a foreclosure by the Company or any
Restricted Subsidiary with respect to any secured Investment or other transfer of title with
respect to any secured Investment in default; (xvii) consumer loans and leases entered into,
purchased or otherwise acquired by the Company or its Subsidiaries, as lender, lessor or assignee,
as applicable, in the ordinary course of business; (xviii) guarantees of Debt of the Company or any
Restricted Subsidiary which Debt is permitted pursuant to Section 1008; and (xix) in addition to
the Investments described in clauses (i) through (xviii) above, Investments in an amount not to
exceed 2.5% of Consolidated Tangible Assets. In connection with any assets or property contributed
or transferred to any Person as an Investment, such property and assets shall be equal to the Fair
Market Value at the time of Investment.



“Permitted Junior Payment” means any payment or other distribution to the holders of the
Securities of 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.



“Permitted Liens” means, with respect to any Person, (i) Liens securing any Debt which became
Debt pursuant to a transaction permitted by Article Eight or securing Acquired Debt which was
created prior to (and not created in connection with, or in contemplation of) the incurrence of
such Debt (including any assumption, guarantee or other liability with respect thereto by any
Restricted Subsidiary) and which Debt is permitted under the provisions of Section 1008; (ii) Liens
securing Debt in the aggregate amount outstanding at any time not to exceed 1% of the Company’s
Consolidated Tangible Assets; (iii) Liens imposed by law, including carriers’, warehousemen’s and
mechanics’ Liens, in each case for sums not yet due or being contested in good faith by appropriate
proceedings if a reserve or other appropriate provisions, if any, as shall be required by GAAP
shall have been made in respect thereof; (iv) Liens for taxes, assessments or other governmental
charges not yet subject to penalties for non-payment or which are being contested in good faith by
appropriate proceedings provided appropriate reserves required pursuant to GAAP have been made in
respect thereof; (v) Liens under the Company’s joint collateral accounts, concentration accounts,
deposit accounts or other funds maintained with a depositary institution or bank; provided that
such deposit account is not a dedicated cash collateral account and is not subject to restrictions
against access by the Company in excess of those set forth by regulations issued by the Federal
Reserve Board; (vi) Liens on property at the time the Company or a Restricted Subsidiary acquired
the property, including any acquisition by means of a merger or consolidation with or into the
Company or any Restricted Subsidiary; provided, however, that such Liens are not created, incurred
or assumed in connection with, or in contemplation of, such acquisition; provided further, however,
that such Liens may not extend to any other property owned by the Company or any Restricted
Subsidiary; (vii) encumbrances, ground leases, easements or reservations of, or rights of others
for, licenses, rights of way, sewers, electric lines, telegraph and telephone lines and other
similar purposes, or zoning, building codes or other restrictions (including, without limitation,
minor defects or irregularities in title and similar encumbrances) as to the use of real properties
or liens incidental to the conduct of the business of such Person or to the ownership of its
properties which do not in the aggregate materially adversely affect the value of said properties
or materially impair their use in the operation of the business of such Person; (viii) leases,
licenses, subleases and sublicenses of assets (including, without limitation, real property and
intellectual property rights) which do not materially interfere with the ordinary conduct of the
business of the Company or any of its Restricted Subsidiaries; (ix) Liens existing on the Issue
Date; (x) pledges or deposits by such Person under workmen’s compensation laws, unemployment
insurance laws or similar legislation, or good faith deposits in connection with bids, tenders,
contracts (other than for the payment of Debt) or leases to which such Person is a party, or
deposits to secure public or statutory obligations of such Person or deposits of cash or United
States government bonds to secure surety or appeal bonds to which such Person is a party, or
deposits as security for contested taxes or import or customs duties or for the payment of rent, in
each case incurred in the ordinary course of business; (xi) judgment Liens not giving rise to an
Event of Default so long as such Lien is adequately bonded and any appropriate legal proceedings
which may have been duly initiated for the review of such judgment have not been finally terminated
or the period within which such proceedings may be initiated has not expired; and (xii) Liens
securing Debt incurred to refinance Debt that was previously so secured, provided that any such
Lien is limited to all or part of the same property or assets (plus improvements, accessions,
proceeds or dividends or distributions in respect thereof) that secured (or, under the written
arrangements under which the original Lien arose, could secure) the Debt being refinanced or is in
respect of property that is the security for a Permitted Lien hereunder.



“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, including any syndicate or group that would be deemed to
be a “person” under Section 13(d)(3) of the Exchange Act.



“Predecessor Security” of any particular Security means every previous Security, evidencing
all or a portion of the same debt as that evidenced by such particular Security; and, for the
purposes of this definition, any Security authenticated and delivered under Section 308 in exchange
for a mutilated Security or in lieu of a lost, destroyed or stolen Security shall be deemed to
evidence the same debt as the mutilated, lost, destroyed or stolen Security.



“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 in such Person.



“Pro Forma Cost Savings” means, with respect to any period, the reductions in costs that
(i) occurred during the period that are attributable to an asset or stock acquisition and
calculated on a basis that is consistent with Article 11 of Regulation S-X under the Securities Act
or (ii) are implemented, committed to be implemented, the commencement of implementation of which
has begun or reasonably expected to be implemented in good faith with respect to the Company or any
Restricted Subsidiary and the business that was the subject of any such asset or stock acquisition
within twelve months of the date of the asset or stock acquisition and that are quantifiable, as
if, in the case of each of clauses (i) and (ii), all such reductions in costs had been effected as
of the beginning of such period, decreased by any non-one-time incremental cash expenses incurred
or to be incurred during the period in order to achieve such reduction in costs.



“Purchase Money Obligation” means any Debt secured by a Lien on assets related to the business
of the Company and any additions and accessions thereto, which are purchased or constructed by the
Company at any time after the Issue Date of the Securities; provided that (i) the security
agreement or conditional sales or other title retention contract pursuant to which the Lien on such
assets is created (collectively a “Purchase Money Security Agreement”) shall be entered into within
180 days after the purchase or substantial completion of the construction of such assets and shall
at all times be confined solely to the assets so purchased or acquired, any additions and
accessions thereto and any proceeds therefrom, (ii) at no time shall the aggregate principal amount
of the outstanding Debt secured thereby be increased, except in connection with the purchase of
additions and accessions thereto and except in respect of fees and other obligations in respect of
such Debt and (iii) (A) the aggregate outstanding principal amount of Debt secured thereby
(determined on a per asset basis in the case of any additions and accessions) shall not at the time
such Purchase Money Security Agreement is entered into exceed 100% of the purchase price or cost of
construction to the Company of the assets subject to such purchase or construction, or (B) the Debt
secured thereby shall be with recourse solely to the assets so purchased, acquired or constructed,
any additions and accessions thereto and any proceeds therefrom.



“Qualified Capital Stock” of any Person means any and all Capital Stock of such Person other
than Redeemable Capital Stock.



“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
Stated Maturity of the principal of the Securities, (2) is redeemable at the option of the holder
of such Capital Stock at any time prior to the final Stated Maturity of the principal of the
Securities (other than upon a change of control of the Company in circumstances where the Holders
would have similar rights), or (3) is convertible into or exchangeable for debt securities at any
time prior to the final Stated Maturity of the principal of the Securities at the option of the
holder of such Capital Stock.



“Redemption Date” when used with respect to any Security to be redeemed pursuant to any
provision in this Indenture means the date fixed for such redemption by or pursuant to this
Indenture.



“Redemption Price” when used with respect to any Security to be redeemed pursuant to any
provision in this Indenture means the price at which it is to be redeemed pursuant to this
Indenture.



“Reference Date” means March 18, 2002.



“Registration Rights Agreement” means (i) the Registration Rights Agreement, dated as of
August 28, 2012, among the Company, the Guarantors and the Initial Purchasers relating to the
Securities issued on the Issue Date, and (ii) with respect to any Additional Securities issued
subsequent to the Issue Date, any registration rights agreement entered into for the benefit of the
holders of such Additional Securities, if any.



“Registration Statement” means any registration statement of the Company and the Guarantors
which covers the sale or issuance of any of the Series A Securities (and related guarantees) or
Series B Securities (and related guarantees) pursuant to the provisions of a Registration Rights
Agreement, and all amendments and supplements to any such Registration Statement, including
post-effective amendments, in each case including the prospectus contained therein, all exhibits
thereto and all material incorporated by reference therein.



“Regular Record Date” for the interest payable on any Interest Payment Date means the March 15
or September 15, as the case may be (whether or not a Business Day), immediately preceding such
Interest Payment Date.



“Regulation S” means Regulation S under the Securities Act, as amended from time to time.



“Regulation S Global Securities” means one or more permanent global Securities in registered
form representing the aggregate principal amount of Securities sold in reliance on Regulation S.



“Replacement Assets” means properties and assets (other than cash or any Capital Stock or
other security) that shall be used in a business of the Company or its Restricted Subsidiaries
existing on the Issue Date or in a business reasonably related, complementary, similar, incidental,
supplemental or ancillary thereto, or a reasonable extension, development or expansion thereof.



“Responsible Officer” when used with respect to the Trustee means any officer or employee
assigned to the Corporate Trust Office or any agent of the Trustee appointed hereunder, including
any vice president, assistant vice president, secretary, assistant secretary, having direct
responsibility for the administration of this Indenture, and also with respect to a particular
matter, or any other officer or assistant officer of the Trustee or any agent of the Trustee
appointed hereunder with direct supervisory responsibility for this Indenture or to whom any
corporate trust matter is referred because of his or her knowledge of and familiarity with the
particular subject.



“Restricted Subsidiary” means any Subsidiary of the Company that has not been designated by
the Board of Directors of the Company by a Board Resolution delivered to the Trustee as an
Unrestricted Subsidiary pursuant to and in compliance with this Indenture.



“Rule 144A” means Rule 144A under the Securities Act, as amended from time to time.



“Rule 144A Global Securities” means one or more permanent global Securities in registered form
representing the aggregate principal amount of Securities sold in reliance on Rule 144A.



“S&P” means Standard & Poor’s Ratings Services, a division of The McGraw-Hill Companies, Inc.,
and any successor to the rating agency business thereto.



“Securities Act” means the Securities Act of 1933, as amended, or any successor statute and
the rules and regulations promulgated by the Commission under that act.



“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 Debt of the 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 Debt
(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 Debt, the instrument creating or evidencing the same or
pursuant to which the same is outstanding expressly provides that such Debt 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) Debt evidenced by the Securities or the Exchange
Securities, (ii) the 7.75% Notes and any other Debt 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 Debt of the Company, (iii) Debt
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) Debt 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 Debt, (vi) Debt of the Company to a Subsidiary
or any other Affiliate of the Company (other than Mitsui & Co. (USA), Inc. and Mitsui & Co., Ltd.
and any of their affiliates) or any of such Affiliate’s Subsidiaries, (vii) to the extent it might
constitute Debt, 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 (other than Floor Plan Facilities), and amounts owed by the Company for compensation
to employees or services rendered to the Company, (viii) that portion of any Debt which at the time
of issuance is issued in violation of this Indenture and (ix) Debt evidenced by any guarantee of
any Subordinated Debt or Pari Passu Debt.



“Senior Guarantor 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 Debt 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 Debt (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 Debt 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 Debt, the
instrument creating or evidencing the same or pursuant to which the same is outstanding expressly
provides that such Debt shall not be senior in right of payment to any Guarantee. Notwithstanding
the foregoing, “Senior Guarantor Debt” 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) Debt evidenced by the Guarantees or the Guarantees with
respect to the Exchange Securities, (ii) Debt 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 Debt of such Guarantor,
(iii) Debt 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) Debt 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 Debt, (vi) Debt of such
Guarantor to a Subsidiary or any other Affiliate of the Company (other than Mitsui & Co. (USA),
Inc. and Mitsui & Co., Ltd. and any of their affiliates) or any of such Affiliate’s Subsidiaries,
(vii) to the extent it might constitute Debt, 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 (other than Floor Plan Facilities), and
amounts owed by such Guarantor for compensation to employees or services rendered to such
Guarantor, (viii) that portion of any Debt which at the time of issuance is issued in violation of
this Indenture and (ix) Debt evidenced by any guarantee of any Subordinated Debt or Pari Passu
Debt.



“Senior Representative” means the agent, indenture trustee or other trustee or representative
of holders of any Designated Senior Debt.



“Series A Global Securities” means one or more permanent Global Securities in registered form
representing the aggregate principal amount of Series A Securities, including any Additional
Securities.



“Series A Securities” means the Company’s 5.75% Senior Subordinated Notes due 2022, Series A
issued under this Indenture on the Issue Date, as well as any such Securities issued thereafter as
Additional Securities.



“Series B Global Securities” means one or more permanent Global Securities in registered form
representing the aggregate principal amount of Series B Securities exchanged for Series A
Securities pursuant to an Exchange Offer.



“Series B Securities” means the Company’s 5.75% Senior Subordinated Notes due 2022, Series B
issued under this Indenture in exchange for the Series A Securities pursuant to an Exchange Offer.



“Shelf Registration Statement” means a “shelf” registration statement of the Company and the
Guarantors pursuant to a Registration Rights Agreement.



“Significant Restricted Subsidiary” means any Restricted 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 309.



“Stated Maturity” means, when used with respect to any Debt or any installment of interest on
such Debt, the dates specified in such Debt as the fixed date on which the principal of such Debt
or such installment of interest, as the case may be, is due and payable.



“Subordinated Debt” means Debt 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.



“Successor Security” of any particular Security means every Security issued after, and
evidencing all or a portion of the same debt as that evidenced by, such particular Security; and,
for the purposes of this definition, any Security authenticated and delivered under Section 308 in
exchange for or in lieu of a mutilated, destroyed, lost or stolen Security shall be deemed to
evidence the same debt as the mutilated, destroyed, lost or stolen Security.



“Treasury Rate” means, with respect to any Redemption Date, the yield to maturity at the time
of computation of United States Treasury securities with a constant maturity (as compiled and
published in the most recent Federal Reserve Statistical Release H.15(519) that has become publicly
available at least two business days prior to such redemption date (or, if such Statistical Release
is no longer published, any publicly available source of similar market data)) most nearly equal to
the period from such redemption date to October 1, 2017; provided, however, that if the period from
such redemption date to October 1, 2017 is not equal to the constant maturity of a United States
Treasury security for which a weekly average yield is given, the Treasury Rate shall be obtained by
linear interpolation (calculated to the nearest one-twelfth of a year) from the weekly average
yields of United States Treasury securities for which such yields are given, except that if the
period from such redemption date to October 1, 2017 is less than one year, the weekly average yield
on actually traded United States Treasury securities adjusted to a constant maturity of one year
shall be used. The Treasury Rate shall be obtained by the Issuer.



“Trust Indenture Act” means the Trust Indenture Act of 1939, as amended, or any successor
statute.



“Trustee” means the Person named as the “Trustee” in the first paragraph of this Indenture,
until a successor trustee shall have become such pursuant to the applicable provisions of this
Indenture, and thereafter “Trustee” shall mean such successor trustee.



“U.K. Credit Agreement” means (i) the credit facility, dated as of December 16, 2011, between
Sytner Group Limited and Royal Bank of Scotland plc and BMW Financial Services (GB) Limited and
(ii) the credit facility, dated as of January 10, 2012, between Sytner Group Limited and Royal Bank
of Scotland plc, as agent for National Westminster Bank plc, in each case, as such agreements, in
whole or in part, may have been or may be amended, renewed, extended, increased, 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.



“Unrestricted Subsidiary” means (i) any Subsidiary of the Company that at the time of
determination shall have been designated an Unrestricted Subsidiary by the Company (a
“Designation”) and (ii) any Subsidiary of an Unrestricted Subsidiary.



The Board of Directors of the Company may designate any Subsidiary of the Company (including
any newly acquired or newly formed Subsidiary) to be an Unrestricted Subsidiary only if such
Unrestricted Subsidiary does not own any Capital Stock in any Restricted Subsidiary of the Company
which is not simultaneously being designated an Unrestricted Subsidiary; provided that:




(a) no Default has occurred and is continuing or would occur as a consequence thereof;




(b) the Company could incur $1.00 of additional Debt (other than Permitted Debt) under
paragraph (a) of Section 1008;




(c) either (x) the Subsidiary to be so designated has total assets of $1,000 or less or
(y) if such Subsidiary has assets greater than $1,000, such Designation would be permitted
under Section 1009, treating the Fair Market Value of the Company’s Investments in such
Subsidiary on such date as an Investment at the time of such Designation (“Designation
Amounts”); and




(d) such Subsidiary is not a party to any agreement, contract, arrangement or
understanding at such time with the Company or any Restricted Subsidiary unless the terms of
any such agreement, contract, arrangement or understanding are no less favorable to the
Company or such Restricted Subsidiary than those that might be obtained at the time from
Persons who are not Affiliates of the Company or, in the event such condition is not
satisfied, the value of such agreement, contract, arrangement or understanding to such
Subsidiary shall be deemed a Restricted Payment.



Any designation of a Restricted Subsidiary as an Unrestricted Subsidiary shall be
evidenced to the Trustee by filing with the Trustee a Board Resolution giving effect to such
designation and an Officer’s Certificate certifying that such designation complies with the
preceding conditions.



The Company may redesignate any Unrestricted Subsidiary to be a Restricted Subsidiary;
provided that:




(a) no Default has occurred and is continuing at the time of and after giving
effect to such redesignation; and




(b) all Debt of such Unrestricted Subsidiary and all Liens on any asset of such
Unrestricted Subsidiary outstanding immediately following such redesignation would, if
incurred at such time, be permitted to be incurred under this Indenture and shall be deemed
an incurrence at such time.



“Voting Stock” 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).



“Wholly Owned Restricted Subsidiary” means a Restricted Subsidiary all the Capital Stock of
which is owned by the Company or another Wholly Owned Restricted Subsidiary.




	 	 	 	Section 102. Other Definitions.





	 	 	 	 	 
	Term	 	Defined in Section
	“Act”

	 	 	105	 
	“Agent Members”

	 	 	306	 
	“ASC”

	 	 	101	 
	“Change of Control Offer”

	 	 	1014	 
	“Change of Control Purchase Date”

	 	 	1014	 
	“Change of Control Purchase Notice”

	 	 	1014	 
	“Change of Control Purchase Price”

	 	 	1014	 
	“covenant defeasance”

	 	 	403	 
	“Defaulted Interest”

	 	 	309	 
	“defeasance”

	 	 	402	 
	“Defeasance Redemption Date”

	 	 	404	 
	“Defeased Securities”

	 	 	401	 
	“Designation”

	 	 	101	 
	“Designation Amounts”

	 	 	101	 
	“Excess Proceeds”

	 	 	1012	 
	“Future Guarantor”

	 	 	1013	 
	“incur”

	 	 	1008	 
	“Initial Period”

	 	 	1403	 
	“Nonpayment Default”

	 	 	1403	 
	“Offer”

	 	 	1012	 
	“Offer Date”

	 	 	1012	 
	“Offered Price”

	 	 	1012	 
	“Pari Passu Debt Amount”

	 	 	1012	 
	“Pari Passu Offer”

	 	 	1012	 
	“Payment Blockage Period”

	 	 	1403	 
	“Payment Default”

	 	 	1403	 
	“Permitted Debt”

	 	 	1008	 
	“Permitted Payment”

	 	 	1009	 
	“Private Placement Legend”

	 	 	202	 
	“refinancing”

	 	 	1008	 
	“Restricted Payments”

	 	 	1009	 
	“Restricted Period”

	 	 	201	 
	“Securities”

	 	Recitals

	“Security Amount”

	 	 	1012	 
	“Security Register”

	 	 	305	 
	“Security Registrar”

	 	 	305	 
	“Special Payment Date”

	 	 	309	 
	“Surviving Entity”

	 	 	801	 
	“Surviving Guarantor Entity”

	 	 	801	 
	“U.S. Government Obligations”

	 	 	404	 







	 	 	 	Section 103. Compliance Certificates and Opinions.





Upon any application or request by the Company to the Trustee to take any action under any
provision of this Indenture, the Company and any Guarantor (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.



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



(a) 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;



(b) 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;



(c) 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



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




	 	 	 	Section 104. Form of Documents Delivered to Trustee.





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



Any certificate of an officer of the Company, any Guarantor or other obligor on the Securities
may be based, insofar as it relates to legal matters, upon a certificate or opinion of, or
representations by, counsel, unless such officer knows, or in the exercise of reasonable care
should know that the certificate or opinion or representations with respect to the matters upon
which his certificate or opinion is based are erroneous. Any such certificate or opinion may be
based, insofar as it relates to factual matters, upon a certificate or opinion of, or
representations by, an officer or officers of the Company, any Guarantor or other obligor on the
Securities stating that the information with respect to such factual matters is in the possession
of the Company, any Guarantor or other obligor on the Securities, unless such officer or counsel
knows, or in the exercise of reasonable care should know that the certificate or opinion or
representations with respect to such matters are erroneous. Opinions of Counsel required to be
delivered to the Trustee may have qualifications customary for opinions of the type required and
counsel delivering such Opinions of Counsel may rely on certificates of the Company or government
or other officials customary for opinions of the type required, including certificates certifying
as to matters of fact, including that various financial covenants have been complied with.



Any certificate or opinion of an officer of the Company, any Guarantor or other obligor on the
Securities may be based, insofar as it relates to accounting matters, upon a certificate or opinion
of, or representations by, an accountant or firm of accountants in the employ of the Company,
unless such officer knows, or in the exercise of reasonable care should know, that the certificate
or opinion or representations with respect to the accounting matters upon which his certificate or
opinion may be based are erroneous. Any certificate or opinion of any independent firm of public
accountants filed with the Trustee shall contain a statement that such firm is independent with
respect to the Company.



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




	 	 	 	Section 105. 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 105.



(b) The ownership of Securities shall be proved by the Security Register.



(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 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.



(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 Trust Indenture Act 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.



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.



(f) 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 106. Notices, etc., to the Trustee, the Company and any Guarantor.





Any request, demand, authorization, direction, notice, consent, waiver or Act of Holders or
other document provided or permitted by this Indenture to be made upon, given or furnished to, or
filed with:



(a) the Trustee by any Holder or by the Company or any Guarantor or any other obligor on the
Securities shall be sufficient for every purpose (except as provided in Section 501(c)) hereunder
if in writing and mailed, first-class postage prepaid, or delivered by recognized overnight courier
or electronic mail, to or with the Trustee at its Corporate Trust Office, 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; or



(b) the Company or any Guarantor by the Trustee or any Holder shall be sufficient for every
purpose (except as provided in Section 501(c)) hereunder if in writing and mailed, first-class
postage prepaid, or delivered by recognized overnight courier, to the Company or such Guarantor
addressed to it c/o Penske Automotive Group, Inc., 2555 Telegraph Road, Bloomfield Hills, Michigan
48302, Attention: General Counsel or at any other address previously furnished in writing to the
Trustee by the Company or such Guarantor.



In addition to the foregoing, the Trustee agrees to accept and act upon notice,
instructions or directions pursuant to this Indenture sent by unsecured e-mail, facsimile
transmission or other similar unsecured electronic methods. If the party elects to give the
Trustee e-mail or facsimile instructions (or instructions by a similar electronic method) and the
Trustee in its discretion elects to act upon such instructions, the Trustee’s understanding of such
instructions shall be deemed controlling. The Trustee shall not be liable for any losses, costs or
expenses arising directly or indirectly from the Trustee’s reliance upon and compliance with such
instructions notwithstanding such instructions conflict or are inconsistent with a subsequent
written instruction. The party providing electronic instructions agrees to assume all risks
arising out of the use of such electronic methods to submit instructions and directions to the
Trustee, including without limitation the risk of the Trustee acting on unauthorized instructions,
and the risk or interception and misuse by third parties.




	 	 	 	Section 107. Notice to Holders; Waiver.





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 or electronic mail, to
each Holder affected by such event, at its address as it appears in the Security Register, 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 or other sufficient delivery, neither the failure to mail or deliver such
notice, nor any defect in any notice so mailed or delivered, to any particular Holder shall affect
the sufficiency of such notice with respect to other Holders. Any notice when mailed or delivered
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.




	 	 	 	Section 108. Conflict with Trust Indenture Act.





If any provision hereof limits, qualifies or conflicts with any provision of the Trust
Indenture Act or another provision which is required or deemed to be included in this Indenture by
any of the provisions of the Trust Indenture Act, the provision or requirement of the Trust
Indenture Act shall control. If any provision of this Indenture modifies or excludes any provision
of the Trust Indenture Act 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 109. 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.




	 	 	 	Section 110. 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 111. 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 112. 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 Debt) any benefit or any legal or
equitable right, remedy or claim under this Indenture.




	 	 	 	Section 113. Governing Law; Submission to Jurisdiction.





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. THE COMPANY AND EACH GUARANTOR HEREBY IRREVOCABLY SUBMITS TO THE JURISDICTION
OF ANY NEW YORK STATE COURT SITTING IN THE BOROUGH OF MANHATTAN IN THE CITY OF NEW YORK OR ANY
FEDERAL COURT SITTING IN THE BOROUGH OF MANHATTAN IN THE CITY OF NEW YORK IN RESPECT OF ANY SUIT,
ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS INDENTURE, THE GUARANTEES AND THE
SECURITIES, AND IRREVOCABLY ACCEPTS FOR ITSELF AND IN RESPECT OF ITS PROPERTY, GENERALLY AND
UNCONDITIONALLY, JURISDICTION OF THE AFORESAID COURTS.




	 	 	 	Section 114. Legal Holidays.





In any case where any Interest Payment Date, Redemption Date, Maturity or Stated Maturity of
any Security shall not be a Business Day, then (notwithstanding any other provision of this
Indenture or of the Securities) payment of interest 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 or Redemption Date, or at the Maturity or Stated
Maturity and no interest shall accrue with respect to such payment for the period from and after
such Interest Payment Date, Redemption Date, Maturity or Stated Maturity, as the case may be, to
the next succeeding Business Day.




	 	 	 	Section 115. 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 116. 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.




	 	 	 	Section 117. Counterparts.





This Indenture may be executed in any number of counterparts, each of which shall be deemed an
original; but all such counterparts shall together constitute but one and the same instrument. The
exchange of copies of this Indenture and of signature pages by facsimile or .pdf transmission shall
constitute effective execution and delivery of this Indenture for all purposes and may be used in
lieu of the original Indenture. Signatures of parties hereto transmitted by facsimile or .pdf
shall be deemed to be their original signatures for all purposes.




	 	 	 	Section 118. 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, shall have any liability for any obligations of the Company or the Guarantors
under the Securities, this Indenture, the Guarantees, the Registration Rights Agreement 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 119. Waiver of Jury Trial.





EACH OF THE COMPANY, THE GUARANTORS AND THE TRUSTEE HEREBY IRREVOCABLY WAIVES, TO THE FULLEST
EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING
ARISING OUT OF OR RELATING TO THIS INDENTURE, THE SECURITIES OR THE TRANSACTION CONTEMPLATED
HEREBY.




	 	 	 	Section 120. Writings.





The phrase “in writing,” as used in this Indenture, shall be deemed to include .pdf
attachments and other electronic means of transmission, unless otherwise indicated.



ARTICLE TWO

SECURITY FORMS





	 	 	 	Section 201. Forms Generally.





The Securities, the Guarantees and the Trustee’s certificate of authentication thereon shall
be in substantially the forms set forth in this Article Two, with such appropriate insertions,
omissions, substitutions and other variations as are required or permitted hereby and may have such
letters, numbers or other marks of identification and such legends or endorsements placed thereon
as may be required to comply with the rules of any securities exchange, any organizational document
or governing instrument or applicable law or as may, consistently herewith, be determined by the
officers executing such Securities and Guarantees, as evidenced by their execution of the
Securities and Guarantees. Any portion of the text of any Security may be set forth on the reverse
thereof, with an appropriate reference thereto on the face of the Security.



The definitive Securities shall be printed, lithographed or engraved or produced by any
combination of these methods or may be produced in any other manner permitted by the rules of any
securities exchange on which the Securities may be listed, all as determined by the officers
executing such Securities, as evidenced by their execution of such Securities.



Initial Series A Securities offered and sold in reliance on Rule 144A shall be issued
initially in the form of one or more Rule 144A Global Securities, substantially in the form set
forth in Section 202, deposited upon issuance with the Trustee, as custodian for the Depositary,
registered in the name of the Depositary or its nominee, in each case for credit to an account of a
direct or indirect participant of the Depositary, duly executed by the Company and authenticated by
the Trustee as hereinafter provided. The aggregate principal amount of the Rule 144A Global
Securities may from time to time be increased or decreased by adjustments made on the records of
the Trustee, as custodian for the Depositary or its nominee, as hereinafter provided.



Initial Series A Securities offered and sold in reliance on Regulation S shall be issued in
the form of one or more Regulation S Global Securities, substantially in the form set forth in
Section 202, deposited upon issuance with the Trustee, as custodian for the Depositary, registered
in the name of the Depositary or its nominee, in each case for credit by the Depositary to an
account of a direct or indirect participant of the Depositary, duly executed by the Company and
authenticated by the Trustee as hereinafter provided; provided, however, that upon such deposit
through and including the 40th day after the later of the commencement of the Offering and the
original issue date of the Securities (such period through and including such 40th day, the
“Restricted Period”), all such Securities shall be credited to or through accounts maintained at
the Depositary by or on behalf of Euroclear or Clearstream unless exchanged for interests in the
Rule 144A Global Securities in accordance with the transfer and certification requirements
described below. The aggregate principal amount of the Regulation S Global Securities may from
time to time be increased or decreased by adjustments made on the records of the Trustee, as
custodian for the Depositary, as hereinafter provided.



Series B Securities exchanged for Series A Securities shall be issued initially in the form of
one or more Series B Global Securities, substantially in the form set forth in Section 202,
deposited upon issuance with the Trustee, as custodian for the Depositary, registered in the name
of the Depositary or its nominee, in each case for credit to an account of a direct or indirect
participant of the Depositary, duly executed by the Company and authenticated by the Trustee as
hereinafter provided. The aggregate principal amount of the Series B Global Securities may from
time to time be increased or decreased by adjustments made on the records of the Trustee, as
custodian for the Depositary or its nominee, as hereinafter provided.




	 	 	 	Section 202. Form of Face of Security.





(a) The form of the face of any Series A Securities authenticated and delivered hereunder
shall be substantially as follows:



Unless and until (i) a Series A Security is sold under an effective Registration Statement or
(ii) a Series A Security is exchanged for a Series B Security in connection with an effective
Registration Statement, in each case pursuant to the Registration Rights Agreement, then such
Security shall bear the legend set forth below (the “Private Placement Legend”) on the face
thereof:



THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE
“SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION. NEITHER THIS
SECURITY NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED,
PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH
TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, SUCH REGISTRATION. THE HOLDER OF THIS SECURITY, BY
ITS ACCEPTANCE HEREOF, AGREES ON ITS OWN BEHALF AND ON BEHALF OF ANY INVESTOR ACCOUNT FOR WHICH IT
HAS PURCHASED SECURITIES, TO OFFER, SELL OR OTHERWISE TRANSFER SUCH SECURITY, PRIOR TO THE DATE
(THE “RESALE RESTRICTION TERMINATION DATE”) THAT IS ONE YEAR 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 SUCH SECURITY), ONLY (A) TO THE COMPANY, (B) PURSUANT TO A
REGISTRATION STATEMENT THAT HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (C) FOR SO LONG
AS THE SECURITIES ARE ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE SECURITIES ACT, TO A
PERSON IT REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” AS DEFINED IN RULE 144A UNDER
THE SECURITIES ACT THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED
INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE
144A, (D) PURSUANT TO OFFERS AND SALES TO NON-U.S. PERSONS THAT OCCUR OUTSIDE THE UNITED STATES IN
AN OFFSHORE TRANSACTION WITHIN THE MEANING OF REGULATION S UNDER THE SECURITIES ACT, (E) TO AN
INSTITUTIONAL “ACCREDITED INVESTOR” WITHIN THE MEANING OF RULE 501(a)(1), (2), (3) OR (7) UNDER THE
SECURITIES ACT THAT IS AN INSTITUTIONAL ACCREDITED INVESTOR ACQUIRING THE SECURITY FOR ITS OWN
ACCOUNT OR FOR THE ACCOUNT OF SUCH AN INSTITUTIONAL ACCREDITED INVESTOR, IN EACH CASE IN A MINIMUM
PRINCIPAL AMOUNT OF THE SECURITIES OF $250,000, FOR INVESTMENT PURPOSES AND NOT WITH A VIEW TO OR
FOR OFFER OR SALE IN CONNECTION WITH ANY DISTRIBUTION IN VIOLATION OF THE SECURITIES ACT, OR (F)
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 (I)
PURSUANT TO CLAUSES (E) OR (F) TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATION AND/
OR OTHER INFORMATION SATISFACTORY TO EACH OF THEM, AND (II) 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. AS USED HEREIN, THE TERMS “UNITED
STATES,” “OFFSHORE TRANSACTION,” AND “U.S. PERSON” HAVE THE RESPECTIVE MEANINGS GIVEN TO THEM BY
REGULATION S UNDER THE SECURITIES ACT.



THIS LEGEND WILL BE REMOVED UPON THE REQUEST OF THE HOLDER AFTER THE RESALE RESTRICTION TERMINATION
DATE.



[Legend if Security is a Global Security]




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 OF A DEPOSITARY OR A SUCCESSOR
DEPOSITARY. TRANSFERS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN
PART, TO NOMINEES OF CEDE & CO. OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE AND TRANSFERS
OF PORTIONS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE
RESTRICTIONS SET FORTH IN SECTIONS 306 AND 307 OF THE INDENTURE.



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



[Legend for all Series A Securities, Whether or not a Global Security]




THE OBLIGATIONS EVIDENCED HEREBY ARE SUBORDINATE IN THE MANNER AND TO THE EXTENT SET FORTH IN
ARTICLE FOURTEEN OF THE INDENTURE TO THE OBLIGATIONS (INCLUDING INTEREST) OWED BY THE COMPANY AND
CERTAIN OF ITS SUBSIDIARIES TO ALL SENIOR DEBT; AND EACH HOLDER HEREOF, BY ITS ACCEPTANCE HEREOF,
SHALL BE BOUND BY THE PROVISIONS OF THE SUBORDINATION AS SET FORTH IN SAID ARTICLE FOURTEEN OF THE
INDENTURE.



1



PENSKE AUTOMOTIVE GROUP, INC.









 




5.75% SENIOR SUBORDINATED NOTE DUE 2022, SERIES A




CUSIP NO. [?]




No. 1 $     



Penske Automotive Group, Inc., a Delaware corporation (herein called the “Company,” which
term includes any successor Person under the Indenture hereinafter referred to), for value
received, hereby promises to pay to                or registered assigns, the principal sum
of                United States dollars, or such other principal amount as may be set forth
on the Security Register on Appendix A hereto in accordance with the Indenture, on October 1, 2022,
at the office or agency of the Company referred to below, and to pay interest thereon from August
28, 2012, or from the most recent Interest Payment Date to which interest has been paid or duly
provided for, semiannually on April 1 and October 1 in each year, commencing April 1, 2013, at the
rate of 5.75% per annum, subject to adjustments as described in the second following paragraph, in
United States dollars, until the principal hereof is paid or duly provided for. Interest shall be
computed on the basis of a 360-day year comprised of twelve 30-day months.



The Holder of this Series A Security is entitled to the benefits of the Registration Rights
Agreement among the Company, the Guarantors and the Initial Purchasers, dated as August 28, 2012,
pursuant to which, subject to the terms and conditions thereof, the Company and the Guarantors are
obligated to consummate the Exchange Offer pursuant to which the Holder of this Security (and
related Guarantees) shall have the right to exchange this Security (and related Guarantees) for
5.75% Senior Subordinated Notes due 2022, Series B and related Guarantees (herein called the
“Series B Securities”) in like principal amount as provided therein. The Series A Securities and
the Series B Securities are together (including related Guarantees) referred to as the
“Securities.” The Series A Securities rank pari passu in right of payment with the Series B
Securities.



All references herein to “interest” shall be deemed to include the payment of any Additional
Interest owed pursuant to the Registration Rights Agreement. The Company shall pay all Additional
Interest, if any, on the dates of its choosing and in the amounts set forth in the Registration
Rights Agreement.



The interest so payable, and punctually paid or duly provided for, on any Interest Payment
Date shall, as provided in such Indenture, be paid to the Person in whose name this Security (or
any Predecessor Securities) is registered at the close of business on the Regular Record Date for
such interest, which shall be the March 15 or September 15 (whether or not a Business Day), as the
case may be, next preceding such Interest Payment Date. Any such interest not so punctually paid,
or duly provided for, and interest on such defaulted interest at the interest rate borne by the
Series A Securities, to the extent lawful, shall forthwith cease to be payable to the Holder on
such Regular Record Date, and may either be paid to the Person in whose name this Security (or any
Predecessor Securities) is registered at the close of business on a Special Record Date for the
payment of such defaulted interest to be fixed by the Trustee, notice whereof shall be given to
Holders of Securities not less than 10 days prior to such Special Record Date, or be paid at any
time 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 the Indenture not
inconsistent with the requirements of such exchange, all as more fully provided in the Indenture.



Payment of the principal of, premium, if any, and interest on, this Security, and exchange or
transfer of the Security, shall be made at the office or agency of the Company maintained for that
purpose (which initially shall be a corporate trust office of an affiliate of the Trustee located
at 101 Barclay Street, New York, New York 10286, Attention: Corporate Trust Administration), or at
such other office or agency as may be maintained for such purpose, 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 payment of interest may be made at the option of the Company
by wire or by check mailed to the address of the Person entitled thereto as such address shall
appear on the Security Register.



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



This Security is 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 Thirteen of the Indenture for a statement of
the respective rights, limitations of rights, duties and obligations under the Guarantees of the
Guarantors.



Unless the certificate of authentication hereon has been duly executed by the Trustee referred
to on the reverse hereof or by the authenticating agent appointed as provided in the Indenture by
manual signature of an authorized signer, this Security shall not be entitled to any benefit under
the Indenture, or be valid or obligatory for any purpose.



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




	 	 	 	Penske Automotive Group, Inc.






	 	 	 	By:






Name:


Title:



Dated:



2



TRUSTEE’S CERTIFICATE OF AUTHENTICATION




This is one of the 5.75% Senior Subordinated Notes due 2022, Series A referred to in the
within-mentioned Indenture.




	 	 	 	The
Bank of New York Mellon Trust Company, N.A.,
as Trustee






	 	 	 	By:






Authorized Signatory



Dated:



OPTION OF HOLDER TO ELECT PURCHASE




If you wish to have this Security purchased by the Company pursuant to Section 1012 or
Section 1014, as applicable, of the Indenture, check the Box: [    ].



If you wish to have a portion of this Security purchased by the Company pursuant to
Section 1012 or Section 1014, as applicable, of the Indenture, state the amount (in original
principal amount):



$__________




Date: Your Signature:



(Sign exactly as your name appears on the other side of this Security)



Signature Guarantee:



[Signature must be guaranteed by an eligible Guarantor Institution (banks, stock brokers, savings
and loan associations and credit unions) with membership in an approved guarantee medallion program
pursuant to Securities and Exchange Commission Rule 17Ad-15]



(b) The form of the face of any Series B Securities authenticated and delivered hereunder
shall be substantially as follows:



[Legend if Security is a Global Security]




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 OF A
DEPOSITARY OR A SUCCESSOR DEPOSITARY. TRANSFERS OF THIS GLOBAL SECURITY SHALL BE
LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF CEDE & CO. OR TO A
SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE AND TRANSFERS OF PORTIONS OF THIS
GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE
RESTRICTIONS SET FORTH IN SECTIONS 306 AND 307 OF THE INDENTURE.




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



[Legend for all Securities, Whether or not a Global Security]




THE OBLIGATIONS EVIDENCED HEREBY ARE SUBORDINATE IN THE MANNER AND TO THE EXTENT SET
FORTH IN ARTICLE FOURTEEN OF THE INDENTURE TO THE OBLIGATIONS (INCLUDING INTEREST)
OWED BY THE COMPANY AND CERTAIN OF ITS SUBSIDIARIES TO ALL SENIOR DEBT; AND EACH
HOLDER HEREOF BY ITS ACCEPTANCE HEREOF, SHALL BE BOUND BY THE PROVISIONS OF THE
SUBORDINATION AS SET FORTH IN SAID ARTICLE FOURTEEN OF THE INDENTURE.”



3



Penske Automotive Group, Inc.














5.75% SENIOR SUBORDINATED NOTE DUE 2022, SERIES B




	 	 	 
	CUSIP NO.  [• ]

No.

	 	

$
	 

	 	







Penske Automotive Group, Inc., a Delaware corporation (herein called the “Company,” which
term includes any successor Person under the Indenture hereinafter referred to), for value
received, hereby promises to pay to                or registered assigns, the principal sum
of                United States dollars or such other principal amount as may be set forth
on the Security Register on Appendix A hereto in accordance with the Indenture on October 1, 2022,
at the office or agency of the Company referred to below, and to pay interest thereon from August
28, 2012, or from the most recent Interest Payment Date to which interest has been paid or duly
provided for, semiannually on April 1 and October 1 in each year at the rate of 5.75% per annum, in
United States dollars, until the principal hereof is paid or duly provided for; provided that to
the extent interest has not been paid or duly provided for with respect to the Series A Security
exchanged for this Series B Security, interest on this Series B Security shall accrue from the most
recent Interest Payment Date to which interest on the Series A Security which was exchanged for
this Series B Security has been paid or duly provided for, or if no interest has been paid on the
Series A Security, it shall accrue interest from August 28, 2012 with respect to Series A
Securities exchanged for Series B Securities. Interest shall be computed on the basis of a 360-day
year comprised of twelve 30-day months.



This Series B Security was issued pursuant to the Exchange Offer pursuant to which the 5.75%
Senior Subordinated Notes due 2022, Series A and related Guarantees (herein called the “Series A
Securities”) were exchanged for the Series B Securities and related Guarantees. The Series A
Securities and the Series B Securities are together (included related Guarantees) referred to as
the “Securities.” The Series B Securities rank pari passu in right of payment with the Series A
Securities.



In addition, for any period in which a Series A Security exchanged for this Series B Security
was outstanding, Additional Interest may be due and owing on the Series A Security in connection
with the Registration Rights Agreement.



The interest so payable, and punctually paid or duly provided for, on any Interest Payment
Date shall, as provided in such Indenture, be paid to the Person in whose name this Security (or
any Predecessor Securities) is registered at the close of business on the Regular Record Date for
such interest, which shall be the March 15 or September 15 (whether or not a Business Day), as the
case may be, next preceding such Interest Payment Date. Any such interest not so punctually paid,
or duly provided for, and interest on such defaulted interest at the interest rate borne by the
Series B Securities, to the extent lawful, shall forthwith cease to be payable to the Holder on
such Regular Record Date, and may either be paid to the Person in whose name this Security (or any
Predecessor Securities) is registered at the close of business on a Special Record Date for the
payment of such defaulted interest to be fixed by the Trustee, notice whereof shall be given to
Holders of Securities not less than 10 days prior to such Special Record Date, or be paid at any
time 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 the Indenture not
inconsistent with the requirements of such exchange, all as more fully provided in the Indenture.



Payment of the principal of, premium, if any, and interest on, this Security, and exchange or
transfer of the Security, shall be made at the office or agency of the Company maintained for such
purpose (which initially shall be a corporate trust office of an affiliate of the Trustee located
at 101 Barclay Street, New York, New York 10286, Attention: Corporate Trust Administration), or at
such other office or agency as may be maintained for such purpose, 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 payment of interest may be made at the option of the Company
by wire or by check mailed to the address of the Person entitled thereto as such address shall
appear on the Security Register.



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



This Security is 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 Thirteen of the Indenture for a statement of
the respective rights, limitations of rights, duties and obligations under the Guarantees of the
Guarantors.



Unless the certificate of authentication hereon has been duly executed by the Trustee referred
to on the reverse hereof or by the authenticating agent appointed as provided in the Indenture by
manual signature of an authorized signer, this Security shall not be entitled to any benefit under
the Indenture, or be valid or obligatory for any purpose.



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




	 	 	 	Penske Automotive Group, Inc.






	 	 	 	By:






Name:


Title:



Dated:



4



TRUSTEE’S CERTIFICATE OF AUTHENTICATION




This is one of the 5.75% Senior Subordinated Notes due 2022, Series B referred to in the
within-mentioned Indenture.




	 	 	 	The
Bank of New York Mellon Trust Company, N.A.,
as Trustee






	 	 	 	By:






Authorized Signatory



Dated:



OPTION OF HOLDER TO ELECT PURCHASE




If you wish to have this Security purchased by the Company pursuant to Section 1012 or
Section 1014 as applicable, of the Indenture, check the Box: [     ].



If you wish to have a portion of this Security purchased by the Company pursuant to
Section 1012 or Section 1014 as applicable, of the Indenture, state the amount (in original
principal amount):



$__________




Date: Your Signature:



(Sign exactly as your name appears on the other side of this Security)



Signature Guarantee:



[Signature must be guaranteed by an eligible Guarantor Institution (banks, stock brokers, savings
and loan associations and credit unions) with membership in an approved guarantee medallion program
pursuant to Securities and Exchange Commission Rule 17Ad-15]




	 	 	 	Section 203. Form of Reverse of Securities.





(a) The form of the reverse of the Series A Securities shall be substantially as follows:



Penske Automotive Group, Inc.

5.75% Senior Subordinated Note due 2022, Series A




This Security is one of a duly authorized issue of Securities of the Company designated as its
5.75% Senior Subordinated Notes due 2022, Series A (herein called the “Securities”) issued under
and subject to the terms of an indenture (herein called the “Indenture”) dated as of August 28,
2012, among the Company, the Guarantors and The Bank of New York Mellon Trust Company, N.A., as
trustee (herein called the “Trustee,” which term includes any successor trustee under the
Indenture), to which Indenture and all indentures supplemental thereto reference is hereby made for
a statement of the respective rights, limitations of rights, duties, obligations and immunities
thereunder of the Company, the Guarantors, the Trustee and the Holders of the Securities, and of
the terms upon which the Securities are, and are to be, authenticated and delivered.



The Company is allowed by the Indenture to create and issue an unlimited amount of Additional
Securities ranking equally with this Security in all respects, subject to limitations in
Section 1008 of the Indenture. Any Additional Securities may be consolidated and form a single
series with this Security, vote together with this Security and have the same terms as to status,
redemption or otherwise as this Security. References herein to Securities include these Additional
Securities, unless the context requires otherwise.



At any time prior to October 1, 2017, the Company may redeem the Securities, in whole or in
part, on not less than 30 nor more than 60 days’ prior notice, in amounts of $2,000 or an integral
multiple of $1,000 in excess thereof, at a Redemption Price equal to 100% of the principal amount
thereof plus the Applicable Premium as of, and accrued and unpaid interest thereon, if any, to, the
Redemption Date (subject to the rights of Holders of record on relevant Regular Record Dates to
receive interest due on an Interest Payment Date).



The Securities are subject to redemption at any time on or after October 1, 2017, at the
option of the Company, in whole or in part, on not less than 30 nor more than 60 days’ prior
notice, in amounts of $2,000 or an integral multiple of $1,000 in excess thereof, at the following
Redemption Prices (expressed as percentages of the principal amount), if redeemed during the
12-month period beginning October 1 of the years indicated below:



	 	 	 	 	 
	Year

	 	Redemption Price

	 

	 	 	 	 
	2017.

	 	 	102.875	%
	2018.

	 	 	101.917	%
	2019.

	 	 	100.958	%
	2020 and thereafter

	 	 	100.000	%






in each case, together with accrued and unpaid interest, if any, to the Redemption Date
(subject to the rights of Holders of record on relevant Regular Record Dates to receive interest
due on an Interest Payment Date).



In addition, at any time prior to October 1, 2015, the Company, at its option, may use
the Net Cash Proceeds of one or more Equity Offerings to redeem up to an aggregate of 40% of the
aggregate principal amount of the Securities issued under the Indenture at a Redemption Price equal
to 105.75% of the aggregate principal amount of the Securities redeemed, plus accrued and unpaid
interest, if any, to the redemption date (subject to the rights of holders of record on relevant
Regular Record Dates to receive interest due on an Interest Payment Date). At least 60% of the
aggregate principal amount of Securities issued under the Indenture must remain outstanding
immediately after the occurrence of such redemption. In order to effect this redemption, the
Company must mail a notice of redemption no later than 30 days after the closing of the related
Equity Offering and must complete such redemption within 90 days of the closing of the Equity
Offering.



Any redemption may, at the Company’s discretion, be subject to one or more conditions
precedent, including, but not limited to, completion of an Equity Offering, other offering or other
corporate transaction or event.



If less than all of the Securities are to be redeemed, the Trustee shall select the Securities
on a pro rata basis, by lot or by any other method the Trustee shall deem fair and reasonable;
provided, that Notes redeemed in part shall be redeemed only in amounts of $2,000 or integral
multiples of $1,000 in excess thereof (subject, in each instance, if applicable, to the procedures
of DTC or any other Depositary).



Upon the occurrence of a Change of Control, each Holder may require the Company to purchase
such Holder’s Securities in whole or in part in amounts of $2,000 or integral multiples of $1,000
in excess thereof, at a purchase price in cash in an amount equal to 101% of the principal amount
thereof, plus accrued and unpaid interest, if any, to the date of purchase, pursuant to a Change of
Control Offer in accordance with the procedures set forth in the Indenture.



Under certain circumstances specified in the Indenture, in the event the Net Cash Proceeds
received by the Company from any Asset Sale exceeds a specified amount, and such proceeds are not
used to repay permanently any Senior Debt, Senior Guarantor Debt or Debt of a Restricted Subsidiary
that is not a Guarantor or invested in Replacement Assets, the Company shall be required to apply
such proceeds to the repayment of the Securities and certain Debt ranking pari passu in right of
payment to the Securities.



In the case of any redemption or repurchase of Securities in accordance with the Indenture,
interest installments whose Stated Maturity is on or prior to the Redemption Date shall be payable
to the Holders of such Securities of record as of the close of business on the relevant Regular
Record Date or Special Record Date referred to on the face hereof. Securities (or portions
thereof) for whose redemption and payment provision is made in accordance with the Indenture shall
cease to bear interest from and after the Redemption Date.



In the event of redemption or repurchase of this Security in accordance with the Indenture in
part only, a new Security or Securities for the unredeemed portion hereof shall be issued in the
name of the Holder hereof upon the cancellation hereof.



If an Event of Default shall occur and be continuing, the principal amount of all the
Securities may be declared due and payable in the manner and with the effect provided in the
Indenture.



The Indenture contains provisions for defeasance at any time of (a) the entire Debt on the
Securities and (b) certain restrictive covenants and related Defaults and Events of Default, in
each case upon compliance with certain conditions set forth therein.



The Indenture permits, with certain exceptions (including certain amendments permitted without
the consent of any Holders and certain amendments which require the consent of all the Holders) as
therein provided, the amendment thereof and the modification of the rights and obligations of the
Company and the Guarantors and the rights of the Holders under the Indenture and the Securities and
the Guarantees at any time by the Company and the Trustee with the consent of the Holders of at
least a majority in aggregate principal amount of the Securities at the time Outstanding. The
Indenture also contains provisions permitting the Holders of at least a majority in aggregate
principal amount of the Securities (Holders of at least 100% of the Securities in certain
circumstances) at the time Outstanding, on behalf of the Holders of all the Securities, to waive
compliance by the Company and the Guarantors with certain provisions of the Indenture and the
Securities and the Guarantees and certain past Defaults under the Indenture and the Securities and
the Guarantees and their consequences. Any such consent or waiver by or on behalf of the Holder of
this Security shall be conclusive and binding upon such Holder and upon all future Holders of this
Security and of any Security issued upon the registration of transfer hereof or in exchange herefor
or in lieu hereof whether or not notation of such consent or waiver is made upon this Security.



The Securities are, to the extent and manner provided in Article Fourteen of 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 Senior Debt. Each Holder by its acceptance hereof
agrees to be bound by the provisions of such Article Fourteen and authorizes and expressly directs
the Trustee on its behalf to take such action as may be necessary or appropriate to effect the
subordination provided for in the Indenture and appoints the Trustee its attorney-in-fact for such
purposes.



No reference herein to the Indenture and no provision of this Security or of the Indenture
shall alter or impair the obligation of the Company, any Guarantor or any other obligor on the
Securities (in the event such Guarantor or such other obligor is obligated to make payments in
respect of the Securities), which is absolute and unconditional, to pay the principal of, premium,
if any, and interest on, this Security at the times, place, and rate, and in the coin or currency,
herein prescribed, subject to the rights of the holders of Senior Debt and Senior Guarantor Debt as
set forth in the Indenture.



As provided in the Indenture and subject to certain limitations therein set forth, the
transfer of this Security is registrable in the Security Register, upon surrender of this Security
for registration of transfer at the office or agency of the Company provided therefor, duly
endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Company
and the Security Registrar duly executed by, the Holder hereof or its attorney duly authorized in
writing, and thereupon one or more new Securities, of authorized denominations and for the same
aggregate principal amount, shall be issued to the designated transferee or transferees.



Certificated Securities shall be transferred to all beneficial holders in exchange for their
beneficial interests in the Rule 144A Global Securities or the Regulation S Global Securities, if
any, if (x) the Depositary notifies the Company that it is unwilling or unable to continue as
Depositary for such Global Security, or the Depositary ceases 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 or (y) there shall have occurred and be continuing a Default or an Event of Default
and the Security Registrar has received a request from the Depositary or (z) the Company, at its
option, notifies the Trustee in writing that it elects to cause the issuance of the Securities in
certificated form. Upon any such issuance, the Trustee is required to register such certificated
Securities in the name of, and cause the same to be delivered to, such Person or Persons (or the
nominee of any thereof).



Securities in certificated form are issuable only in registered form without coupons in
minimum denominations of $2,000 and any integral multiples of $1,000 in excess thereof. As
provided in the Indenture and subject to certain limitations therein set forth, the Securities are
exchangeable for a like aggregate principal amount of Securities of a differing authorized
denomination, as requested by the Holder surrendering the same.



At any time when the Company is not subject to Sections 13 or 15(d) of the Exchange Act, upon
the written request of a Holder of a Series A Security, the Company shall promptly furnish or cause
to be furnished such information as is specified pursuant to Rule 144A(d)(4) under the Securities
Act (or any successor provision thereto) to such Holder or to a prospective purchaser of such
Security who such Holder informs the Company is reasonably believed to be a “Qualified
Institutional Buyer” within the meaning of Rule 144A under the Securities Act, as the case may be,
in order to permit compliance by such Holder with Rule 144A under the Securities Act, until such
time as the Company has either exchanged the Securities for securities identical in all material
respects which 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 of the Securities, 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.



No service charge shall be made for any registration of transfer or exchange of Securities,
but the Company may require payment of a sum sufficient to cover any tax or other governmental
charge payable in connection therewith.



Prior to due presentment of this Security for registration of transfer, the Company, any
Guarantor, the Trustee and any agent of the Company, any Guarantor or the Trustee may treat the
Person in whose name this Security is registered as the owner hereof for all purposes, whether or
not this Security is overdue, and neither the Company, any Guarantor, the Trustee nor any such
agent shall be affected by notice to the contrary.



THIS SECURITY SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF
NEW YORK, WITHOUT REGARD TO CONFLICTS OF LAWS PRINCIPLES THEREOF.



All terms used in this Security which are defined in the Indenture and not otherwise defined
herein shall have the meanings assigned to them in the Indenture.



5



[FORM OF TRANSFER NOTICE]




FOR VALUE RECEIVED the undersigned registered holder hereby sell(s), assign(s) and transfer(s)
unto



Insert Taxpayer Identification No.



(Please print or typewrite name and address including zip code of assignee)



the within Security and all rights thereunder, hereby irrevocably constituting and appointing



attorney to transfer such Security on the books of the Company with full power of substitution in
the premises.



In connection with any transfer of this Security occurring prior to the date which is the
earlier of the date of an effective Registration Statement or August 28, 2013, the undersigned
confirms that without utilizing any general solicitation or general advertising that:



[Check One]





	 	 	[   ] (a) this Security is being transferred in compliance with the exemption from registration
under the Securities Act of 1933, as amended, provided by Rule 144A thereunder.





or





	 	 	[   ] (b) this Security is being transferred other than in accordance with (a) above and
documents are being furnished which comply with the conditions of transfer set forth in this
Security and the Indenture.





If none of the foregoing boxes are checked, the Trustee or other Security Registrar shall not
be obligated to register this Security in the name of any Person other than the Holder hereof
unless and until the conditions to any such transfer of registration set forth herein and in
Section 307 of the Indenture shall have been satisfied.



Date:




NOTICE: The signature to this assignment must
correspond with the name as written upon the face of
the within-mentioned instrument in every particular,
without alteration or any change whatsoever.



Signature Guarantee:



[Signature must be guaranteed by an eligible Guarantor Institution (banks, stock brokers, savings
and loan associations and credit unions) with membership in an approved guarantee medallion program
pursuant to Securities and Exchange Commission Rule 17Ad-15]



TO BE COMPLETED BY PURCHASER IF (a) ABOVE IS CHECKED.



The undersigned represents and warrants that it is purchasing this Security for its own
account or an account with respect to which it exercises sole investment discretion and that it and
any such account is a “qualified institutional buyer” within the meaning of Rule 144A under the
Securities Act of 1933, as amended, and is aware that the sale to it is being made in reliance on
Rule 144A and acknowledges that it has received such information regarding the Company as the
undersigned has requested pursuant to Rule 144A or has determined not to request such information
and that it is aware that the transferor is relying upon the undersigned’s foregoing
representations in order to claim the exemption from registration provided by Rule 144A.



Dated:



NOTICE: To be executed by an authorized signatory



(b) The form of the reverse of the Series B Securities shall be substantially as follows:



Penske Automotive Group, Inc.

5.75% Senior Subordinated Note due 2022 Series B




This Security is one of a duly authorized issue of Securities of the Company designated as its
5.75% Senior Subordinated Notes due 2022, Series B (herein called the “Securities,” issued under
and subject to the terms of an indenture (herein called the “Indenture”) dated as of August 28,
2012 among the Company, the Guarantors and The Bank of New York Mellon Trust Company, N.A., as
trustee (herein called the “Trustee,” which term includes any successor trustee under the
Indenture), to which Indenture and all indentures supplemental thereto reference is hereby made for
a statement of the respective rights, limitations of rights, duties, obligations and immunities
thereunder of the Company, the Guarantors, the Trustee and the Holders of the Securities, and of
the terms upon which the Securities are, and are to be, authenticated and delivered.



The Company is allowed by the Indenture to create and issue an unlimited amount of Additional
Securities ranking equally with this Security in all respects, subject to limitations in
Section 1008 of the Indenture. Any Additional Securities may be consolidated and form a single
series with this Security, vote together with this Security and have the same terms as to status,
redemption or otherwise as this Security. References herein to Securities include these Additional
Securities, unless the context requires otherwise.



At any time prior to October 1, 2017, the Company may redeem the Securities, in whole or in
part, on not less than 30 nor more than 60 days’ prior notice, in amounts of $2,000 or an integral
multiple of $1,000 in excess thereof, at a redemption price equal to 100% of the principal amount
thereof plus the Applicable Premium as of, and accrued and unpaid interest thereon, if any, to, the
date of redemption (subject to the rights of holders of record on relevant record dates to receive
interest due on an interest payment date).



The Series B Securities are subject to redemption at any time on or after October 1, 2017, at
the option of the Company, in whole or in part, on not less than 30 nor more than 60 days’ prior
notice, in amounts of $2,000 or an integral multiple of $1,000 in excess thereof, at the following
redemption prices (expressed as percentages of the principal amount), if redeemed during the
12-month period beginning October 1 of the years indicated below:



	 	 	 	 	 
	Year

	 	Redemption Price

	 

	 	 	 	 
	2017.

	 	 	102.875	%
	2018.

	 	 	101.917	%
	2019.

	 	 	100.958	%
	2020 and thereafter

	 	 	100.000	%






in each case, together with accrued and unpaid interest, if any, to the Redemption Date
(subject to the rights of Holders of record on relevant Regular Record Dates to receive interest
due on an Interest Payment Date).



In addition, at any time prior to October 1, 2015, the Company, at its option, may use
the Net Cash Proceeds of one or more Equity Offerings to redeem up to an aggregate of 40% of the
aggregate principal amount of the Securities issued under the Indenture at a Redemption Price equal
to 105.75% of the aggregate principal amount of the Securities redeemed, plus accrued and unpaid
interest, if any, to the redemption date (subject to the rights of holders of record on relevant
Regular Record Dates to receive interest due on an Interest Payment Date). At least 60% of the
aggregate principal amount of Securities issued under the Indenture must remain outstanding
immediately after the occurrence of such redemption. In order to effect this redemption, the
Company must mail a notice of redemption no later than 30 days after the closing of the related
Equity Offering and must complete such redemption within 90 days of the closing of the Equity
Offering.



Any redemption may, at the Company’s discretion, be subject to one or more conditions
precedent, including, but not limited to, completion of an Equity Offering, other offering or other
corporate transaction or event.



If less than all of the Securities are to be redeemed, the Trustee shall select the Securities
on a pro rata basis, by lot or by any other method the Trustee shall deem fair and reasonable;
provided, that Securities redeemed in part shall be redeemed only in amounts of $2,000 or integral
multiples of $1,000 in excess thereof (subject, in each instance, if applicable, to the procedures
of DTC or any other Depositary).



Upon the occurrence of a Change of Control, each Holder may require the Company to purchase
such Holder’s Securities in whole or in part in amounts of $2,000 or integral multiples of $1,000
in excess thereof, at a purchase price in cash in an amount equal to 101% of the principal amount
thereof, plus accrued and unpaid interest, if any, to the date of purchase, pursuant to Change of
Control Offer and in accordance with the procedures set forth in the Indenture.



Under certain circumstances specified in the Indenture, in the event the Net Cash Proceeds
received by the Company from any Asset Sale exceeds a specified amount, and such proceeds are not
used to repay permanently any Senior Debt, Senior Guarantor Debt or Debt of a Restricted Subsidiary
that is not a Guarantor or invested in Replacement Assets, the Company shall be required to apply
such proceeds to the repayment of the Securities and certain Debt ranking pari passu in right of
payment to the Securities.



In the case of any redemption or repurchase of Securities in accordance with the Indenture,
interest installments whose Stated Maturity is on or prior to the Redemption Date shall be payable
to the Holders of such Securities of record as of the close of business on the relevant Regular
Record Date or Special Record Date referred to on the face hereof. Securities (or portions
thereof) for whose redemption and payment provision is made in accordance with the Indenture shall
cease to bear interest from and after the Redemption Date.



In the event of redemption or repurchase of this Security in accordance with the Indenture in
part only, a new Security or Securities for the unredeemed portion hereof shall be issued in the
name of the Holder hereof upon the cancellation hereof.



If an Event of Default shall occur and be continuing, the principal amount of all the
Securities may be declared due and payable in the manner and with the effect provided in the
Indenture.



The Indenture contains provisions for defeasance at any time of (a) the entire Debt on the
Securities and (b) certain restrictive covenants and related Defaults and Events of Default, in
each case upon compliance with certain conditions set forth therein.



The Indenture permits, with certain exceptions (including certain amendments permitted without
the consent of any Holders and certain amendments which require the consent of all of the Holders)
as therein provided, the amendment thereof and the modification of the rights and obligations of
the Company and the Guarantors and the rights of the Holders under the Indenture and the Securities
and the Guarantees at any time by the Company and the Trustee with the consent of the Holders of at
least a majority in aggregate principal amount of the Securities at the time Outstanding. The
Indenture also contains provisions permitting the Holders of at least a majority in aggregate
principal amount of the Securities (Holders of at least 100% of Securities in certain
circumstances) at the time Outstanding, on behalf of the Holders of all the Securities, to waive
compliance by the Company and the Guarantors with certain provisions of the Indenture and the
Securities and the Guarantees and certain past Defaults under the Indenture and the Securities and
the Guarantees and their consequences. Any such consent or waiver by or on behalf of the Holder of
this Security shall be conclusive and binding upon such Holder and upon all future Holders of this
Security and of any Security issued upon the registration of transfer hereof or in exchange herefor
or in lieu hereof whether or not notation of such consent or waiver is made upon this Security.



The Securities are, to the extent and manner provided in Article Fourteen of 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 Senior Debt. Each Holder by its acceptance hereof
agrees to be bound by the provisions of such Article Fourteen and authorizes and expressly directs
the Trustee on its behalf to take such action as may be necessary or appropriate to effect the
subordination provided for in the Indenture and appoints the Trustee its attorney-in-fact for such
purposes.



No reference herein to the Indenture and no provision of this Security or of the Indenture
shall alter or impair the obligation of the Company, any Guarantor or any other obligor on the
Securities (in the event such Guarantor or such other obligor is obligated to make payments in
respect of the Securities), which is absolute and unconditional, to pay the principal of, premium,
if any, and interest on, this Security at the times, place, and rate, and in the coin or currency,
herein prescribed, subject to the rights of the holders of Senior Debt and Senior Guarantor Debt as
set forth in the Indenture.



As provided in the Indenture and subject to certain limitations therein set forth, the
transfer of this Security is registrable in the Security Register, upon surrender of this Security
for registration of transfer at the office or agency of the Company provided therefor, duly
endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Company
and the Security Registrar duly executed by, the Holder hereof or its attorney duly authorized in
writing, and thereupon one or more new Securities, of authorized denominations and for the same
aggregate principal amount, shall be issued to the designated transferee or transferees.



Certificated Securities shall be transferred to all beneficial holders in exchange for their
beneficial interests in the Rule 144A Global Securities or the Regulation S Global Securities if
(x) the Depositary notifies the Company that it is unwilling or unable to continue as Depositary
for such Global Security, or the Depositary ceases 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 or (y) there shall have occurred and be continuing a Default or an Event of Default and the
Security Registrar has received a request from the Depositary, or (z) the Company, at its option,
notifies the Trustee in writing that it elects to cause the issuance of the Securities in
certificated form. Upon any such issuance, the Trustee is required to register such certificated
Securities in the name of, and cause the same to be delivered to, such Person or Persons (or the
nominee of any thereof).



Securities in certificated form are issuable only in registered form without coupons in
denominations of $2,000 and in integral multiples of $1,000 in excess thereof. As provided in the
Indenture and subject to certain limitations therein set forth, the Securities are exchangeable for
a like aggregate principal amount of Securities of a differing authorized denomination, as
requested by the Holder surrendering the same.



No service charge shall be made for any registration of transfer or exchange of Securities,
but the Company may require payment of a sum sufficient to cover any tax or other governmental
charge payable in connection therewith.



Prior to due presentment of this Security for registration of transfer, the Company, any
Guarantor, the Trustee and any agent of the Company, any Guarantor or the Trustee may treat the
Person in whose name this Security is registered as the owner hereof for all purposes, whether or
not this Security is overdue, and neither the Company, any Guarantor, the Trustee nor any such
agent shall be affected by notice to the contrary.



THIS SECURITY SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF
NEW YORK, WITHOUT REGARD TO CONFLICTS OF LAWS PRINCIPLES THEREOF.



All terms used in this Security which are defined in the Indenture and not otherwise defined
herein shall have the meanings assigned to them in the Indenture.



6



FORM OF TRANSFEREE CERTIFICATE




I or we assign and transfer this Security to:



Print or type name, address and zip code of assignee



Please insert social security or other identifying number of assignee



I irrevocably appoint       , to transfer this Security on the books
of the Company. The Agent may substitute another to act for him.



Dated Signed


(Sign exactly as name appears on the other side of this Security)



[Signature must be guaranteed by an eligible Guarantor Institution (banks, stock brokers, savings
and loan associations and credit unions) with membership in an approved guarantee medallion program
pursuant to Securities and Exchange Commission Rule 17 Ad-15]




	 	 	 	Section 204. Form of Guarantee.





The form of Guarantee shall be set forth on the Securities substantially as follows:



GUARANTEE




For value received, each of the undersigned hereby absolutely, fully and unconditionally and
irrevocably guarantees, jointly and severally with each other Guarantor, to the holder of this
Security the payment of principal of, premium, if any, and interest on this Security upon which
these Guarantees are endorsed in the amounts and at the time when due and payable whether by
declaration thereof, or otherwise, and interest on the overdue principal and interest, if any, of
this Security, if lawful, and the payment or performance of all other obligations of the Company
under the Indenture or the Securities, to the holder of this Security and the Trustee, all in
accordance with and subject to the terms and limitations of this Security and Article Thirteen of
the Indenture. This Guarantee shall not become effective until the Trustee duly executes the
certificate of authentication on this Security. These Guarantees shall be governed by and
construed in accordance with the laws of the State of New York, without regard to conflict of law
principles thereof. The Debt evidenced by these Guarantees is, to the extent and in the manner
provided in the Indenture, subordinate and subject in right of payment to the prior payment in full
of all Senior Guarantor Debt, whether outstanding on the date of the Indenture or thereafter, and
the Guarantees are issued subject to such provisions.



	 	 	 
	Dated:
	 	[NAME OF GUARANTOR]

By:

	 	 	 








Name:


Title:



ARTICLE THREE




THE SECURITIES





	 	 	 	Section 301. Title and Terms.





The aggregate principal amount of Securities which may be authenticated and delivered under
this Indenture and outstanding at any time is initially limited on the Issue Date to $550,000,000
in principal amount of Securities (subject to the right of the Company to issue Additional
Securities as described in the immediately succeeding paragraph), except for Securities
authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of,
other Securities pursuant to Section 303, 304, 305, 306, 307, 308, 906, 1012, 1015, 1108 or
otherwise.



The Company may from time to time, without notice to or the consent of the Holders, create and
issue an unlimited amount of Additional Securities ranking equally with the Securities in all
respects, subject to the limitations described in Section 1008. Any Additional Securities may be
consolidated and form a single series with the Securities, vote together with the Securities and
have the same terms as to status, redemption or otherwise as the Securities. Notwithstanding
anything else herein, with respect to any Additional Securities issued subsequent to the date of
this Indenture, when the context requires, (1) all references in this Indenture to a Registration
Rights Agreement shall be to the registration rights agreement entered into with respect to such
Additional Securities, (2) any references in this Indenture to the Exchange Offer, Exchange Offer
Registration Statement, Shelf Registration Statement, Initial Purchasers, and any other term
related thereto shall be to such terms as they are defined in such Registration Rights Agreement
entered into with respect to such Additional Securities, (3) all time periods, if any, described in
the Securities with respect to the registration of such Additional Securities shall be as provided
in such Registration Rights Agreement entered into with respect to such Additional Securities, (4)
any Additional Interest, if set forth in such Registration Rights Agreement, may be paid, at the
Company’s option, to the Holders of the Additional Securities immediately prior to the making or
the consummation of the Exchange Offer, regardless of any other provisions regarding record dates
in this Indenture and (5) subject to compliance with Section 1008 hereof, all provisions of this
Indenture shall be construed and interpreted to permit the issuance of such Additional Securities
and to allow such Additional Securities to become fungible and interchangeable with the Securities
issued on the Issue Date (and Exchange Securities issued in exchange therefor).



The Securities shall be known and designated as the “5.75% Senior Subordinated Notes due 2022”
of the Company. A separate reference may be made to each series. The Stated Maturity of the
Securities shall be October 1, 2022, and the Securities shall each bear interest at the rate of
5.75% per annum, as such interest rate may be adjusted as set forth in the Securities, from August
28, 2012, or from the most recent Interest Payment Date to which interest has been paid, payable
semiannually on April 1 and October 1 in each year, commencing as of April 1, 2013 (with respect to
Securities issued on the Issue Date), until the principal thereof is paid or duly provided for.
Interest on any overdue principal, interest (to the extent lawful) or premium, if any, shall be
payable on demand.



The principal of, premium, if any, and interest on, the Securities shall be payable and the
Securities shall be exchangeable and transferable at an office or agency of the Company maintained
for such purposes (which initially shall be a corporate trust office of an affiliate of the Trustee
located at 101 Barclay Street, New York, New York 10286, Attention: Corporate Trust
Administration); provided, however, that payment of interest may be made at the option of the
Company by wire or by check mailed to addresses of the Persons entitled thereto as shown on the
Security Register.



For all purposes hereunder, the Series A Securities and the Series B Securities shall be
treated as one class and are together referred to as the “Securities.” The Series A Securities
rank pari passu in right of payment with the Series B Securities.



The Securities shall be subject to repurchase by the Company pursuant to an Offer as provided
in Section 1012.



Holders shall have the right to require the Company to purchase their Securities, in whole or
in part, in the event of a Change of Control pursuant to Section 1014.



The Securities shall be redeemable as provided in Article Eleven and in the Securities.



The Debt evidenced by these Securities shall be subordinated in right of payment to Senior
Debt in accordance with the terms of Article Fourteen hereof.



At the election of the Company, the entire Debt on the Securities or certain of the Company’s
obligations and covenants and certain Events of Default thereunder may be defeased as provided in
Article Four.




	 	 	 	Section 302. Denominations.





The Securities shall be issuable only in fully registered form without coupons and only in
denominations of $2,000 and any integral multiple of $1,000 in excess thereof.




	 	 	 	Section 303. Execution, Authentication, Delivery and Dating.





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, facsimile,
        .pdf attachment or other electronically transmitted signature.



Securities bearing the 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.



At any time and from time to time after the execution and delivery of this Indenture, the
Company may deliver Securities executed by the Company to the Trustee (with or without Guarantees
endorsed thereon) for authentication, together with a Company Order for the authentication and
delivery of such Securities; and the Trustee in accordance with such Company Order shall
authenticate and make available for delivery such Securities as provided in this Indenture and not
otherwise.



Each Security shall be dated the date of its authentication.



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.



In case the Company or any Guarantor, pursuant to Article Eight, 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 Eight, 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 303 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.



The Trustee may appoint an authenticating agent acceptable to the Company to authenticate
Securities on behalf of the Trustee. Unless limited by the terms of such appointment, 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 has the same rights as any Security Registrar or Paying Agent to deal with the
Company and its Affiliates.



If an officer whose signature is on a Security no longer holds that office at the time the
Trustee authenticates such Security such Security shall be valid nevertheless.




	 	 	 	Section 304. Temporary Securities.





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



If temporary Securities are issued, the Company shall cause definitive Securities to be
prepared without unreasonable delay. After the preparation of definitive Securities, the temporary
Securities shall be exchangeable for definitive Securities upon surrender of the temporary
Securities at the office or agency of the Company designated for such purpose pursuant to
Section 1002, without charge to the Holder. Upon surrender for cancellation of any one or more
temporary Securities, the Company shall execute and the Trustee (in accordance with a Company Order
for the authentication of such Securities) shall authenticate and make available for delivery in
exchange therefor a like principal amount of definitive Securities of authorized denominations.
Until so exchanged, the temporary Securities shall in all respects be entitled to the same benefits
under this Indenture as definitive Securities.




	 	 	 	Section 305. Registration, Registration of Transfer and Exchange.





The Company shall cause the Trustee to keep, so long as it is the Security Registrar, at the
Corporate Trust Office of the Trustee, or such other office as the Trustee may designate, a
register (the register maintained in such office or in any other office or agency designated
pursuant to Section 1002 being herein sometimes referred to as the “Security Register”) in which,
subject to such reasonable regulations as the Security Registrar may prescribe, the Company shall
provide for the registration of Securities and of transfers of Securities. The Trustee shall
initially be the “Security Registrar” for the purpose of registering Securities and transfers of
Securities as herein provided. The Company may change the Security Registrar or appoint one or
more co-Security Registrars without notice.



Upon surrender for registration of transfer of any Security at the office or agency of the
Company designated pursuant to Section 1002, the Company shall execute, and the Trustee shall (in
accordance with a Company Order for the authentication of such Securities) authenticate and make
available for delivery, in the name of the designated transferee or transferees, one or more new
Securities of the same series of any authorized denomination or denominations, of a like aggregate
principal amount.



Furthermore, any Holder of the Global Security shall, by acceptance of such Global Security,
agree that transfers of beneficial interests in such Global Security may be effected only through a
book-entry system maintained by the Holder of such Global Security (or its agent), and that
ownership of a beneficial interest in a Security shall be required to be reflected in a book entry.



At the option of the Holder, Securities may be exchanged for other Securities of any
authorized denomination or denominations, of a like aggregate principal amount, upon surrender of
the Securities to be exchanged at such office or agency. Whenever any Securities are so
surrendered for exchange, the Company shall execute, and the Trustee shall (in accordance with a
Company Order for the authentication of such Securities) authenticate and make available for
delivery, Securities of the same series which the Holder making the exchange is entitled to
receive; provided that no exchange of Series A Securities for Series B Securities shall occur until
an Exchange Offer Registration Statement shall have been declared effective by the Commission and
any Series A Securities exchanged for the Series B Securities shall be canceled.



All Securities issued upon any registration of transfer or exchange of Securities shall be the
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.



Every Security presented or surrendered for registration of transfer, or for exchange,
repurchase or redemption, shall (if so required by the Company or the Trustee) be duly endorsed, or
be accompanied by a written instrument of transfer in form satisfactory to the Company and the
Security Registrar, duly executed by the Holder thereof or his attorney duly authorized in writing.



No service charge shall be made to a Holder for any registration of transfer, exchange or
redemption of Securities, except for any tax or other governmental charge that may be imposed in
connection therewith, other than exchanges pursuant to Sections 303, 304, 305, 308, 906, 1012, 1014
or 1108 not involving any transfer.



The Company shall not be required (a) to issue, register the transfer of or exchange any
Security during a period beginning at the opening of business 15 days before the mailing of a
notice of redemption of the Securities selected for redemption under Section 1104 and ending at the
close of business on the day of such mailing, (b) to register the transfer of or exchange any
Security so selected for redemption in whole or in part, except the unredeemed portion of
Securities being redeemed in part, (c) to register the transfer of or exchange any Security that
has been tendered in an Offer or a Change of Control Offer, or (d) to register the transfer of or
exchange a Security between a Record Date and the next succeeding Interest Payment Date.



Except as otherwise provided herein, every Security shall be subject to the restrictions on
transfer provided in the legend required to be set forth on the face of each Security pursuant to
Section 202, and the restrictions set forth in this Section 305, and the Holder of each Security,
by such Holder’s acceptance thereof (or interest therein), agrees to be bound by such restrictions
on transfer.



Except as provided in the preceding paragraph, any Security authenticated and delivered upon
registration of transfer of, or in exchange for, or in lieu of, any Global Security, whether
pursuant to this Section 305, Section 304, 308, 906 or 1108 or otherwise, shall also be a Global
Security and bear the legend specified in Section 202.




	 	 	 	Section 306. Book Entry Provisions for Global Securities.





(a) Each Global Security initially shall (i) be registered in the name of the Depositary for
such Global Security or the nominee of such Depositary, (ii) be deposited with, or on behalf of,
the Depositary or with the Trustee as custodian for such Depositary and (iii) bear legends as set
forth in Section 202.



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 the
Trustee as its custodian, or under such Global Security, and the Depositary may be treated by the
Company, the Guarantors, the Trustee and any agent of the Company or the Trustee as the absolute
owner of such Global Security for all purposes whatsoever. Notwithstanding the foregoing, nothing
herein shall prevent the Company, the Guarantors, 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 shall 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.



(b) Notwithstanding any other provision in this Indenture, no Global Security may be exchanged
in whole or in part for Securities registered, and no transfer of a Global Security in whole or in
part may be registered, in the name of any Person other than the Depositary for such Global
Security or a nominee thereof unless (i) such Depositary (A) has notified the Company that it is
unwilling or unable to continue as Depositary for such Global Security or (B) has ceased to be a
clearing agency registered as such under the Exchange Act, and in either case the Company fails to
appoint a successor Depositary within 90 days, (ii) the Company, at its option, executes and
delivers to the Trustee a Company Order stating that it elects to cause the issuance of the
Securities in certificated form and that all Global Securities shall be exchanged in whole for
Securities that are not Global Securities (in which case such exchange shall be effected by the
Trustee) or (iii) there shall have occurred and be continuing an Event of Default or any event
which after notice or lapse of time or both would be an Event of Default with respect to such
Global Security and the Security Registrar has received a request from the Depositary.



(c) If any Global Security is to be exchanged for other Securities or canceled in whole, it
shall be surrendered by or on behalf of the Depositary or its nominee to the Trustee, as Security
Registrar, for exchange or cancellation as provided in this Article Three. If any Global Security
is to be exchanged for other Securities or canceled in part, or if another Security is to be
exchanged in whole or in part for a beneficial interest in any Global Security, then either
(i) such Global Security shall be so surrendered for exchange or cancellation as provided in this
Article Three or (ii) the principal amount thereof shall be reduced or increased by an amount equal
to the portion thereof to be so exchanged or canceled, or equal to the principal amount of such
other Security to be so exchanged for a beneficial interest therein, as the case may be, by means
of an appropriate adjustment made on the records of the Trustee, as Security Registrar, whereupon
the Trustee, in accordance with the Applicable Procedures, shall instruct the Depositary or its
authorized representative to make a corresponding adjustment to its records. Upon any such
surrender or adjustment of a Global Security, the Trustee shall, subject to this Section 306(c) and
as otherwise provided in this Article Three, authenticate and deliver any Securities issuable in
exchange for such Global Security (or any portion thereof) to or upon the order of, and registered
in such names as may be directed by, the Depositary or its authorized representative. Upon the
request of the Trustee in connection with the occurrence of any of the events specified in the
preceding paragraph, the Company shall promptly make available to the Trustee a reasonable supply
of Securities that are not in the form of Global Securities. The Trustee shall be entitled to rely
upon any order, direction or request of the Depositary or its authorized representative which is
given or made pursuant to this Article Three if such order, direction or request is given or made
in accordance with the Applicable Procedures.



(d) Every Security authenticated and delivered upon registration of transfer of, or in
exchange for or in lieu of, a Global Security or any portion thereof, whether pursuant to this
Article Three or otherwise, shall be authenticated and delivered in the form of, and shall be, a
Global Security, unless such Security is registered in the name of a Person other than the
Depositary for such Global Security or a nominee thereof.



(e) The Depositary or its nominee, as registered owner of a Global Security, shall be the
Holder of such Global Security for all purposes under this Indenture and the Securities, and owners
of beneficial interests in a Global Security shall hold such interests pursuant to the Applicable
Procedures. Accordingly, any such owner’s beneficial interest in a Global Security shall be shown
only on, and the transfer of such interest shall be effected only through, records maintained by
the Depositary or its nominee or its Agent Members.



(f) In connection with any transfer of a portion of the beneficial interest in a Global
Security to beneficial owners who are required to or request to hold certificated securities, the
Security Registrar shall reflect on its books and records the date and a decrease in the principal
amount of the beneficial interest in the Global Security to be transferred, and the Company shall
execute, and the Trustee shall authenticate and deliver, one or more certificated Securities of
like tenor and amount, in all cases in accordance with the Applicable Procedures.



(g) In connection with any transfer of a certificated Security to a beneficial owner who
wishes to hold the Security as a beneficial interest in a Global Security, the Security Registrar
shall cancel the certificated Security and cause, in accordance with the standing instructions and
procedures existing between the Depositary and the Security Registrar, the aggregate principal
amount of Securities represented by the Global Security to be increased by the aggregate principal
amount of the certificated Security to be exchanged and shall credit to the account of the Person
specified in the instructions a beneficial interest in the Global Security equal to the principal
amount of the certificated Security so canceled, all in accordance with the Applicable Procedures.



(h) 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 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.



(i) Neither the Trustee nor any agent of the Trustee shall have any responsibility for any
actions taken or not taken by the Depositary.




	 	 	 	Section 307. Special Transfer and Exchange Provisions.





(a) Certain Transfers and Exchanges. Transfers and exchanges of Securities and
beneficial interests in a Global Security of the kinds specified in this Section 307 shall be made
only in accordance with this Section 307.




(i) Rule 144A Global Security to Regulation S Global Security. If the
owner of a beneficial interest in the Rule 144A Global Security wishes at any time
to transfer such interest to a Person who wishes to acquire the same in the form of
a beneficial interest in the Regulation S Global Security, such transfer may be
effected only in accordance with the provisions of this paragraph and
paragraph (iv) below and subject to the Applicable Procedures. Upon receipt by the
Trustee, as Security Registrar, of (a) an order given by the Depositary or its
authorized representative directing that a beneficial interest in the Regulation S
Global Security in a specified principal amount be credited to a specified Agent
Member’s account and that a beneficial interest in the Rule 144A Global Security in
an equal principal amount be debited from another specified Agent Member’s account
and (b) a Regulation S Certificate in the form of Exhibit A hereto, satisfactory to
the Trustee and duly executed by the owner of such beneficial interest in the
Rule 144A Global Security or his attorney duly authorized in writing, then the
Trustee, as Security Registrar but subject to paragraph (iv) below, shall reduce the
principal amount of the Rule 144A Global Security and increase the principal amount
of the Regulation S Global Security by such specified principal amount as provided
in Section 306(c).




(ii) Regulation S Global Security to Rule 144A Global Security. If the
owner of a beneficial interest in the Regulation S Global Security wishes at any
time to transfer such interest to a Person who wishes to acquire the same in the
form of a beneficial interest in the Rule 144A Global Security, such transfer may be
effected only in accordance with this paragraph (ii) and subject to the Applicable
Procedures. Upon receipt by the Trustee, as Security Registrar, of (a) an order
given by the Depositary or its authorized representative directing that a beneficial
interest in the Rule 144A Global Security in a specified principal amount be
credited to a specified Agent Member’s account and that a beneficial interest in the
Regulation S Global Security in an equal principal amount be debited from another
specified Agent Member’s account and (b) if such transfer is to occur during the
Restricted Period, a Restricted Securities Certificate in the form of Exhibit B
hereto, satisfactory to the Trustee and duly executed by the owner of such
beneficial interest in the Regulation S Global Security or his attorney duly
authorized in writing, then the Trustee, as Security Registrar, shall reduce the
principal amount of the Regulation S Global Security and increase the principal
amount of the Rule 144A Global Security by such specified principal amount as
provided in Section 306(c).




(iii) Exchanges between Global Security and Non-Global Security. A
beneficial interest in a Global Security may be exchanged for a Security that is not
a Global Security as provided in Section 307(b), provided that, if such interest is
a beneficial interest in the Rule 144A Global Security, or if such interest is a
beneficial interest in the Regulation S Global Security and such exchange is to
occur during the Restricted Period, then such interest shall bear the Private
Placement Legend (subject in each case to Section 307(b)).




(iv) Regulation S Global Security to be Held Through Euroclear or
Clearstream during Restricted Period. The Company shall use its best efforts to
cause the Depositary to ensure that, until the expiration of the Restricted Period,
beneficial interests in the Regulation S Global Security may be held only in or
through accounts maintained at the Depositary by Euroclear or Clearstream (or by
Agent Members acting for the account thereof), and no Person shall be entitled to
effect any transfer or exchange that would result in any such interest being held
otherwise than in or through such an account; provided that this
paragraph (iv) shall not prohibit any transfer or exchange of such an interest in
accordance with paragraph (ii) above.



(b) Private Placement Legends. Rule 144A Securities and their Successor Securities
and Regulation S Securities and their Successor Securities shall bear a Private Placement Legend,
subject to the following:




(i) subject to the following clauses of this Section 307(b), a Security or any
portion thereof which is exchanged, upon transfer or otherwise, for a Global
Security or any portion thereof shall bear the Private Placement Legend borne by
such Global Security while represented thereby;




(ii) subject to the following clauses of this Section 307(b), a new Security
which is not a Global Security and is issued in exchange for another Security
(including a Global Security) or any portion thereof, upon transfer or otherwise,
shall bear the Private Placement Legend borne by such other Security;




(iii) Exchange Securities, and all other Securities sold or otherwise disposed
of pursuant to an effective Registration Statement under the Securities Act,
together with their respective Successor Securities, shall not bear a Private
Placement Legend;




(iv) at any time after the Securities may be freely transferred without
registration under the Securities Act or without being subject to transfer
restrictions pursuant to the Securities Act, a new Security which does not bear a
Private Placement Legend may be issued in exchange for or in lieu of a Security
(other than a Global Security) or any portion thereof which bears such a legend if
the Trustee has received an Unrestricted Securities Certificate substantially in the
form of Exhibit C hereto, satisfactory to the Trustee and duly executed by the
Holder of such legended Security or his attorney duly authorized in writing, and
after such date and receipt of such certificate, the Trustee shall authenticate and
deliver such a new Security in exchange for or in lieu of such other Security as
provided in this Article Three;




(v) a new Security which does not bear a Private Placement Legend may be issued
in exchange for or in lieu of a Security (other than a Global Security) or any
portion thereof which bears such a legend if, in the Company’s judgment, placing
such a legend upon such new Security is not necessary to ensure compliance with the
registration requirements of the Securities Act, and the Trustee, at the direction
of the Company, shall authenticate and deliver such a new Security as provided in
this Article Three; and




(vi) notwithstanding the foregoing provisions of this Section 307(b), a
Successor Security of a Security that does not bear a particular form of Private
Placement Legend shall not bear such form of legend unless the Company has
reasonable cause to believe that such Successor Security is a “restricted security”
within the meaning of Rule 144, in which case the Trustee, at the direction of the
Company, shall authenticate and deliver a new Security bearing a Private Placement
Legend in exchange for such Successor Security as provided in this Article Three.



By its acceptance of any Security bearing the Private Placement Legend, each Holder of such a
Security acknowledges the restrictions on transfer of such Security set forth in this Indenture and
in the Private Placement Legend and agrees that it shall transfer such Security only as provided in
this Indenture.



The Security Registrar shall retain copies of all letters, notices and other written
communications received pursuant to Section 306 or this Section 307. The Company shall have the
right to inspect and make copies of all such letters, notices or other written communications at
any reasonable time upon the giving of reasonable written notice to the Security Registrar.



After the termination of the 40-day Restricted Period with respect to the Regulation S Global
Securities, interests in the Regulation S Global Securities may be transferred without requiring
any additional certification, unless otherwise required by the Applicable Procedures. In the event
that Regulation S is amended during the term of this Indenture to alter the applicable holding
period, all reference in this Indenture to a holding period for Non-U.S. Persons shall be deemed to
include such amendment.




	 	 	 	Section 308. Mutilated, Destroyed, Lost and Stolen Securities.





If (a) any mutilated Security is surrendered to the Trustee, or (b) 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.



In case any such mutilated, destroyed, lost or stolen Security has become or is about to
become due and payable, or is about to be redeemed by the Company pursuant to Article Eleven or
purchased by the Company pursuant to Section 1012 or 1014, the Company in its discretion may,
instead of issuing a replacement Security, pay, redeem or purchase such Security, as the case may
be.



Upon the issuance of any replacement Securities under this Section, the Company may require
the payment of a sum sufficient to pay all documentary, stamp or similar issue or transfer taxes or
other governmental charges that may be imposed in relation thereto and any other expenses
(including the fees and expenses of the Trustee) connected therewith.



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



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




	 	 	 	Section 309. Payment of Interest; Interest Rights Preserved.





Interest on any Security which is payable, and is punctually paid or duly provided for, on the
Stated Maturity of such interest shall be paid to the Person in whose name the Security (or any
Predecessor Securities) 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 (or any relevant Predecessor) 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
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 309, 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 applicable Registration Rights
Agreement. The Company shall pay Additional Interest, if any, on the dates of its choosing in the
amounts and in the manner set forth in the applicable Registration Rights Agreement.




	 	 	 	Section 310. CUSIP Numbers etc.





The Company in issuing the Securities may use “CUSIP” or “ISIN” numbers (if then generally in
use), and the Company, or the Trustee on behalf of the Company, shall use CUSIP and/or ISIN numbers
in notices of redemption or exchange as a convenience to Holders; provided, however, that any such
notice shall 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 or exchange and that reliance
may be placed only on the other identification numbers printed on the Securities; and provided,
further, however, that failure to use CUSIP numbers in any notice of redemption or exchange shall
not affect the validity or sufficiency of such notice. The Company shall notify the Trustee in
writing of any change in the “CUSIP” numbers.




	 	 	 	Section 311. Persons Deemed Owners.





Prior to due presentment of a Security for registration of transfer, the Company, any
Guarantor, the Trustee and any agent of the Company, any Guarantor or the Trustee may treat the
Person in whose name any Security is registered as the owner of such Security for the purpose of
receiving payment of principal of, premium, if any, and (subject to Section 309) interest on, such
Security and for all other purposes whatsoever (whether or not such Security is overdue and
notwithstanding any notation of the ownership or other writing thereon made by anyone other than
the Company, and Guarantor, the Trustee or any agent of the Company, and Guarantor or the Trustee),
and neither the Company, any Guarantor, the Trustee nor any agent of the Company, any Guarantor or
the Trustee shall be affected by notice to the contrary.




	 	 	 	Section 312. Cancellation.





All Securities surrendered for payment, purchase, redemption, registration of transfer or
exchange shall be delivered to the Trustee and, if not already canceled, shall be promptly canceled
by it. The Company and any Guarantor may at any time deliver to the Trustee for cancellation any
Securities previously authenticated and delivered hereunder which the Company or such Guarantor may
have acquired in any manner whatsoever, and all Securities so delivered shall be promptly canceled
by the Trustee. No Securities shall be authenticated in lieu of or in exchange for any Securities
canceled as provided in this Section 312, except as expressly permitted by this Indenture. All
canceled Securities held by the Trustee shall be returned to the Company upon request. 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.




	 	 	 	Section 313. 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 FOUR

DEFEASANCE AND COVENANT DEFEASANCE





	 	 	 	Section 401. Company’s Option to Effect Defeasance or Covenant Defeasance.





The Company may, at its option by Board Resolution, at any time, with respect to the
Securities, elect to have either Section 402 or Section 403 be applied to all of the Outstanding
Securities (the “Defeased Securities”), upon compliance with the conditions set forth below in this
Article Four.




	 	 	 	Section 402. Defeasance and Discharge.





Upon the Company’s exercise under Section 401 of the option applicable to this Section 402,
the Company, each Guarantor and any other obligor upon the Securities, if any, shall be deemed to
have been discharged from its obligations with respect to the Defeased Securities on the date the
conditions set forth in Section 404 below are satisfied (hereinafter, “defeasance”). For this
purpose, such defeasance means that the Company, each Guarantor and any other obligor under this
Indenture shall be deemed to have paid and discharged the entire Debt represented by the Defeased
Securities, which shall thereafter be deemed to be “Outstanding” only for the purposes of
Section 405 and the other Sections of this Indenture referred to in clauses (a) and (b) below, and
to have satisfied all its other obligations under such Securities and this Indenture insofar as
such Securities are concerned (and the Trustee, at the expense of the Company and upon Company
Request, shall execute proper instruments acknowledging the same), except for the following which
shall survive until otherwise terminated or discharged hereunder: (a) the rights of Holders of
Defeased Securities to receive, solely from the trust fund described in Section 404 and as more
fully set forth in such Section, payments in respect of the principal of, premium, if any, and
interest on, such Securities, when such payments are due, (b) the Company’s obligations with
respect to such Defeased Securities under Sections 304, 305, 308, 1002 and 1003, (c) the rights,
powers, trusts, duties and immunities of the Trustee hereunder, including, without limitation, the
Trustee’s rights under Section 607, and (d) this Article Four. Subject to compliance with this
Article Four, the Company may exercise its option under this Section 402 notwithstanding the prior
exercise of its option under Section 403 with respect to the Securities.




	 	 	 	Section 403. Covenant Defeasance.





Upon the Company’s exercise under Section 401 of the option applicable to this Section 403,
the Company and each Guarantor shall be released from their obligations under any covenant or
provision contained or referred to in Sections 1005 through 1020, inclusive, and the provisions of
clause (iii) of Section 801(a), with respect to the Defeased Securities, on and after the date the
conditions set forth in Section 404 below are satisfied (hereinafter, “covenant defeasance”), and
the Defeased Securities shall thereafter be deemed to be not “Outstanding” for the purposes of any
direction, waiver, consent or declaration or Act of Holders (and the consequences of any thereof)
in connection with such covenants, but shall continue to be deemed “Outstanding” for all other
purposes hereunder. For this purpose, such covenant defeasance means that, with respect to the
Defeased Securities, the Company and each Guarantor may omit to comply with and shall have no
liability in respect of any term, condition or limitation set forth in any such Section, whether
directly or indirectly, by reason of any reference elsewhere herein to any such Section or by
reason of any reference in any such Section to any other provision herein or in any other document
and such omission to comply shall not constitute a Default or an Event of Default under
Section 501(c), (d) or (f) but, except as specified above, the remainder of this Indenture and such
Defeased Securities shall be unaffected thereby.




	 	 	 	Section 404. Conditions to Defeasance or Covenant Defeasance.





The following shall be the conditions to application of either Section 402 or Section 403 to
the Defeased Securities:



(1) The Company shall irrevocably have deposited or caused to be deposited with the Trustee as
trust funds in trust for the purpose of making the following payments, specifically pledged as
security for, and dedicated solely to, the benefit of the Holders of such Securities, (a) cash in
United States dollars in an amount, (b) U.S. Government Obligations which through the scheduled
payment of principal and interest in respect thereof in accordance with their terms and with no
further reinvestment shall provide, not later than one day before the due date of payment, money in
an amount, or (c) a combination of cash and U.S. Government Obligations, in such amounts as will be
sufficient, in the opinion of a nationally recognized firm of independent public accountants or a
nationally recognized investment banking firm expressed in a written certification thereof
delivered to the Trustee, to pay and discharge, and which shall be applied by the Trustee to pay
and discharge, the principal of, premium, if any, and interest on, the Defeased Securities, on the
Stated Maturity of such principal or interest (or on any date after October 1, 2017 (such date
being referred to as the “Defeasance Redemption Date”), if at or prior to electing either
defeasance or covenant defeasance, the Company has delivered to the Trustee an irrevocable notice
to redeem all of the Outstanding Securities on the Defeasance Redemption Date). For this purpose,
“U.S. Government Obligations” means securities that are (i) direct obligations of the United States
of America for the timely payment of which its full faith and credit is pledged or (ii) obligations
of a Person controlled or supervised by and acting as an agency or instrumentality of the United
States of America the timely payment of which is unconditionally guaranteed as a full faith and
credit obligation by the United States of America, which, in either case, are not callable or
redeemable at the option of the issuer thereof, and shall also include a depository receipt issued
by a bank (as defined in Section 3(a)(2) of the Securities Act), as custodian with respect to any
such U.S. Government Obligation or a specific payment of principal of or interest on any such U.S.
Government Obligation held by such custodian for the account of the holder of such depository
receipt, provided that (except as required by law) such custodian is not authorized to make any
deduction from the amount payable to the holder of such depository receipt from any amount received
by the custodian in respect of the U.S. Government Obligation or the specific payment of principal
of or interest on the U.S. Government Obligation evidenced by such depository receipt;



(2) In the case of an election under Section 402, the Company shall have delivered to the
Trustee an Opinion of Independent Counsel in the United States stating that (A) the Company has
received from, or there has been published by, the Internal Revenue Service a ruling or (B) since
the Issue Date, there has been a change in the applicable federal income tax law, in either case to
the effect that, and based thereon such Opinion of Independent Counsel in the United States shall
confirm that, the beneficial owners of the Outstanding Securities will not recognize income, gain
or loss for federal income tax purposes as a result of such defeasance and will be subject to
federal income tax on the same amounts, in the same manner and at the same times as would have been
the case if such defeasance had not occurred;



(3) In the case of an election under Section 403, the Company shall have delivered to the
Trustee an Opinion of Independent Counsel in the United States to the effect that the beneficial
owners of the Outstanding Securities will not recognize income, gain or loss for federal income tax
purposes as a result of such covenant defeasance and will be subject to federal income tax on the
same amounts, in the same manner and at the same times as would have been the case if such covenant
defeasance had not occurred;



(4) No Default or Event of Default shall have occurred and be continuing on the date of such
deposit or insofar as Section 501(g) or (h) with respect to the Company is concerned, at any time
during the period ending on the 91st day after the date of deposit (it being understood that this
condition shall not be deemed satisfied until the expiration of such period) (other than a Default
which results from the borrowing of amounts to finance the defeasance and which borrowing does not
result in a breach or violation of, or constitute a default under, any other material agreement or
instrument to which the Company or any Restricted Subsidiary is a party or to which it is bound);



(5) Such defeasance or covenant defeasance shall not cause the Trustee for the Securities to
have a conflicting interest in violation of and for purposes of the Trust Indenture Act with
respect to any other securities of the Company or any Guarantor;



(6) Such defeasance or covenant defeasance shall 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, any Guarantor or any Restricted Subsidiary is a party or by which it is bound;



(7) The Company shall have delivered to the Trustee an Opinion of Independent Counsel in the
United States to the effect that (assuming that no Holder of any Securities would be considered an
insider of the Company under any applicable bankruptcy or insolvency law and assuming no
intervening bankruptcy or insolvency of the Company between the date of deposit and the 91st day
following the deposit) after the 91st day following the deposit, the trust funds will not be
subject to the effect of any applicable bankruptcy, insolvency, reorganization or similar laws
affecting creditors’ rights generally;



(8) The Company shall have delivered to the Trustee an Officer’s Certificate stating that the
deposit was not made by the Company with the intent of preferring the holders of the Securities or
any Guarantee over the other creditors of the Company or any Guarantor with the intent of
defeating, hindering, delaying or defrauding creditors of the Company, any Guarantor or others;



(9) No event or condition shall exist that would prevent the Company from making payments of
the principal of, premium, if any, and interest on the Securities on the date of such deposit or at
any time ending on the 91st day after the date of such deposit; and



(10) The Company shall have delivered to the Trustee an Officer’s Certificate and an Opinion
of Independent Counsel, each stating that all conditions precedent provided for relating to either
the defeasance under Section 402 or the covenant defeasance under Section 403 (as the case may be)
have been complied with.



Opinions of Counsel or Opinions of Independent Counsel required to be delivered under this
Section shall be in form and substance reasonably satisfactory to the Trustee and may have
qualifications customary for opinions of the type required and counsel delivering such opinions may
rely on certificates of the Company or government or other officials customary for opinions of the
type required, which certificates shall be limited as to matters of fact, including that various
financial covenants have been complied with. Opinions delivered on the date of deposit may assume
that no events specified in clauses (4), (7) and (9) will occur in the 91 days following the date
of deposit.




	 	 	 	Section 405. Deposited Money and U.S. Government Obligations to Be Held in Trust; Other
Miscellaneous Provisions.





Subject to the provisions of the last paragraph of Section 1003, all United States dollars and
U.S. Government Obligations (including the proceeds thereof) deposited with the Trustee pursuant to
Section 404 in respect of the Defeased Securities shall be held in trust and applied by the
Trustee, in accordance with the provisions of such Securities and this Indenture, to the payment,
either directly or through any Paying Agent (excluding the Company or any of its Affiliates acting
as Paying Agent), as the Trustee may determine, to the Holders of such Securities of all sums due
and to become due thereon in respect of principal, premium, if any, and interest, but such money
need not be segregated from other funds except to the extent required by law.



The Company shall pay and indemnify the Trustee against any tax, fee or other charge imposed
on or assessed against the U.S. Government Obligations deposited pursuant to Section 404 or the
principal and interest received in respect thereof other than any such tax, fee or other charge
which by law is imposed, assessed or for the account of the Holders of the Defeased Securities;
provided that the Trustee shall be entitled to charge any such tax, fee or other charge to such
Holder’s account.



Anything in this Article Four to the contrary notwithstanding, the Trustee shall deliver or
pay to the Company from time to time upon Company Request any United States dollars or U.S.
Government Obligations held by it as provided in Section 404 which, in the opinion of a nationally
recognized firm of independent public accountants, investment bank or appraisal firm expressed in a
written certification thereof delivered to the Trustee, are in excess of the amount thereof which
would then be required to be deposited to effect defeasance or covenant defeasance.




	 	 	 	Section 406. Reinstatement.





If the Trustee or Paying Agent is unable to apply any United States dollars or U.S. Government
Obligations in accordance with Section 402 or 403, as the case may be, 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 and any
Guarantor’s obligations under any Guarantee shall be revived and reinstated, with present and
prospective effect, as though no deposit had occurred pursuant to Section 402 or 403, as the case
may be, until such time as the Trustee or Paying Agent is permitted to apply all such United States
dollars or U.S. Government Obligations in accordance with Section 402 or 403, as the case may be;
provided, however, that (a) if the Company makes any payment to the Trustee or Paying Agent of
principal of, premium, if any, or interest on any Security following the reinstatement of its
obligations, the Trustee or Paying Agent shall promptly pay any such amount to the Holders of the
Securities and the Company shall be subrogated to the rights of the Holders of such Securities to
receive such payment from the United States dollars and U.S. Government Obligations held by the
Trustee or Paying Agent; and (b) unless otherwise required by any legal proceeding or any other
order or judgment of any court or governmental authority, the Trustee or Paying Agent shall return
all such money and U.S. Government Obligations to the Company promptly after receiving a written
request therefore at any time, if such reinstatement of the Company’s obligations has occurred and
continues to be in effect.



ARTICLE FIVE

REMEDIES





	 	 	 	Section 501. Events of Default.





“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):



(a) there shall be a default in the payment of any interest on any Security when it becomes
due and payable, and such default shall continue for a period of 30 days, whether or not prohibited
by the subordination provisions of this Indenture;



(b) there shall be a default in the payment of the principal of (or premium, if any, on) any
Security at its Maturity (upon acceleration, optional or mandatory redemption, required repurchase
or otherwise) whether or not prohibited by the subordination provisions of this Indenture;



(c) (i) there shall be a default in the performance, or breach, of any covenant or agreement
of the Company or any Guarantor under this Indenture or any Guarantee (other than a default in the
performance, or breach, of a covenant or agreement which is specifically dealt with in clause (a),
(b) or in clause (ii) of this clause (c)) and such default or breach shall continue for a period of
60 days after written notice has been given, by certified mail, (x) to the Company by the Trustee
or (y) to the Company and the Trustee by the Holders of at least 25% in aggregate principal amount
of the outstanding Securities; or (ii) there shall be a default in the performance or breach of the
provisions of Article Eight;



(d) 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 Significant Restricted
Subsidiary then has outstanding Debt in excess of $50,000,000 in principal amount, individually or
in the aggregate, and either (i) such default results from the failure to pay such Debt at its
stated final maturity or (ii) such default or defaults have resulted in the acceleration of the
final stated maturity of such Debt;



(e) any Guarantee by any Significant Restricted Subsidiary shall be held in any judicial
proceeding to be unenforceable or invalid, or such Significant Restricted Subsidiary, or any Person
acting on its behalf, shall deny or disaffirm in writing its obligations under its Guarantee,
except to the extent contemplated by this Indenture and any such Guarantee;



(f) one or more final judgments, orders or decrees (not subject to appeal) of any court or
regulatory or administrative agency for the payment of money in excess of $50,000,000, either
individually or in the aggregate (exclusive of any portion of any such payment covered by
insurance), shall be rendered against the Company or any Significant Restricted Subsidiary or any
of their respective properties and shall not be discharged or fully bonded and there shall have
been a period of 60 consecutive days during which a stay of enforcement of such judgment or order,
by reason of an appeal or otherwise, shall not be in effect;



(g) 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 Restricted Subsidiary in an
involuntary case or proceeding under any applicable Bankruptcy Law or (ii) a decree or order
adjudging the Company or any Significant Restricted Subsidiary bankrupt or insolvent, or seeking
reorganization, arrangement, adjustment or composition of or in respect of the Company or any
Significant Restricted Subsidiary 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 Restricted Subsidiary 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



(h) (i) the Company or any Significant Restricted Subsidiary 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 Restricted Subsidiary consents to the
entry of a decree or order for relief in respect of the Company or such Significant Restricted
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 Restricted Subsidiary files a petition or answer or consent seeking reorganization
or relief under any applicable federal or state law, (iv) the Company or any Significant Restricted
Subsidiary (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 Restricted Subsidiary or of any substantial part of their respective
properties, (2) makes an assignment for the benefit of creditors (3) admits in writing its
inability to pay its debts generally as they become due or (v) the Company or any Significant
Restricted Subsidiary takes any corporate action in furtherance of any such actions in this
paragraph (h).




	 	 	 	Section 502. Acceleration of Maturity; Rescission and Annulment.





If an Event of Default (other than an Event of Default specified in Sections 501(g) and (h)
with respect to the Company) 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 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 (g) or (h) of Section 501 with
respect to the Company 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, 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.



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:




(i) 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,




(ii) all overdue interest on all Outstanding Securities,




(iii) 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




(iv) 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 on the Securities which have become due solely by such declaration of acceleration, have
been cured or waived as provided in Section 513. No such rescission shall affect any subsequent
Default or impair any right consequent thereon.




	 	 	 	Section 503. Collection of Debt and Suits for Enforcement by Trustee.





The Company and each Guarantor covenant that if



(a) default is made in the payment of any interest 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 shall, subject to Articles Thirteen and Fourteen, 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, 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 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 512.
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 504. 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 607.



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 505. 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 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 506. Application of Money Collected.





Any money collected by the Trustee pursuant to this Article or otherwise on behalf of the
Holders or the Trustee pursuant to this Article or through any proceeding or any arrangement or
restructuring in anticipation or in lieu of any proceeding contemplated by this Article 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 607;



SECOND: To the payment of the amounts then due and unpaid upon the Securities for principal,
premium, if any, and interest, 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; 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 507. 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) an Event of Default shall have occurred and be continuing and 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 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 508. 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 309) interest on such Security on the
Stated Maturity expressed in such Security (or, in the case of redemption or repurchase, on the
Redemption Date or the repurchase date) 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 509. 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 510. 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 511. 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 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 512. 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



(a) such direction shall not be in conflict with any rule of law or with this Indenture
(including, without limitation, Section 507) 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 Trust Indenture Act, the Trustee may take
any other action deemed proper by the Trustee which is not inconsistent with such direction.




	 	 	 	Section 513. Waiver of Past Defaults.





Subject to Section 502, 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 on any Security (which
may only be waived with the consent of each Holder of the Securities affected); or



(b) in respect of a covenant or a provision hereof which under this Indenture cannot be
modified or amended without the consent of the Holders of each Security Outstanding affected by
such modification or amendment.



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 514. 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 on, any Security on or
after the Stated Maturity expressed in such Security (or, in the case of redemption, on or after
the Redemption Date).




	 	 	 	Section 515. Waiver of Stay, Extension or Usury Laws.





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




	 	 	 	Section 516. Remedies Subject to Applicable Law.





All rights, remedies and powers provided by this Article Five 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 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 shall not render this Indenture invalid, unenforceable or not entitled to be
recorded, registered or filed under the provisions of any applicable law.



ARTICLE SIX

THE TRUSTEE





	 	 	 	Section 601. Duties of Trustee.





Subject to the provisions of Trust Indenture Act 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 (but need not confirm or investigate the accuracy
of mathematical calculations or other facts therein);



(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 601;




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




(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;



(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 601; 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 602. Notice of Defaults.





Within 30 days after a Responsible 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 Trust Indenture Act, 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 on any Security, the Trustee shall
be protected in withholding such notice if and so long as a trust committee of Responsible Officers
of the Trustee in good faith determines that the withholding of such notice is in the interest of
the Holders.




	 	 	 	Section 603. Certain Rights of Trustee.





Subject to the provisions of Section 601 hereof and Trust Indenture Act
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 Debt 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 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 shall, absent its bad faith, incur no liability of
any kind by reason of such inquiry or investigation;



(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 liable for any action it takes or omits to take in good faith and
reasonably believed by it to be authorized or within the discretion or rights or powers conferred
upon it by this Indenture;



(i) in no event shall the Trustee be responsible or liable for special, indirect or
consequential loss or damage of any kind (including, but not limited to, loss of profit),
irrespective of whether the Trustee has been advised of the likelihood of such loss or damage;



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



(k) in the event the Trustee receives inconsistent or conflicting requests and indemnity from
two or more groups of Holders of Securities, each representing less than a majority in aggregate
principal amount of the Outstanding Securities, pursuant to the provisions of this Indenture, the
Trustee, in its sole discretion, may determine what action, if any, shall be taken;



(l) the rights, privileges, protections, immunities and benefits given to the Trustee,
including, without limitation, its right to be indemnified, are extended to, and shall be
enforceable by, the Trustee in connection with the performance of its duties in each of its
capacities under this Indenture, and to each agent, custodian and other Person employed to act
hereunder;



(m) the Trustee shall not be responsible for performing any calculation of any Applicable
Premium, Additional Interest or any other amount hereunder, except with respect to any amount
payable to the Trustee pursuant to Section 607;



(n) whenever in the administration of this Indenture the Trustee shall deem it desirable that
a matter be proved or established prior to taking, suffering or omitting any action hereunder, the
Trustee (unless other evidence be herein specifically prescribed) may, in the absence of bad faith
on its part, conclusively rely upon an Officer’s Certificate;



(o) in no event shall the Trustee be responsible or liable for any failure or delay in the
performance of its obligations hereunder arising out of or caused by, directly or indirectly,
forces beyond its control, including, without limitation, strikes, work stoppages, accidents, acts
of war or terrorism, civil or military disturbances, nuclear or natural catastrophes or acts of
God, and interruptions, loss or malfunctions of utilities, communications or computer (software and
hardware) services; it being understood that the Trustee shall use reasonable efforts which are
consistent with accepted practices in the banking industry to resume performance as soon as
practicable under the circumstances; and



(p) the Trustee may request that the Company deliver a certificate setting forth the names of
individuals and/or titles of officers authorized at such time to take specified actions pursuant to
this Indenture.




	 	 	 	Section 604. 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. The Trustee shall not be
accountable for the use or application by the Company of Securities or the proceeds thereof or any
money paid to the Company or upon the Company’s direction under any provision of this Indenture,
and it shall not be responsible for the use or application of any money received by any Paying
Agent other than the Trustee.




	 	 	 	Section 605. 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 Trust Indenture Act 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.




	 	 	 	Section 606. 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 Four, 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. If the Company does not give written directions to
the Trustee, then the moneys received by the Trustee shall not be invested.




	 	 	 	Section 607. 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 607 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 607 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 and constitute joint and several obligations of the Company and the Guarantors. To secure
the Company’s payment obligations in this Section 607, 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 608. Conflicting Interests.





The Trustee shall comply with the provisions of Section 310(b) of the Trust Indenture Act.




	 	 	 	Section 609. Trustee Eligibility.





There shall at all times be a Trustee hereunder which shall be eligible to act as trustee
under Trust Indenture Act 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 609, the combined capital and surplus of such corporation shall be
deemed to be its combined capital and surplus as set forth in its most 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 609, the Trustee shall resign immediately in the manner and with the
effect hereinafter specified in this Article.




	 	 	 	Section 610. 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 shall become effective until the acceptance of appointment by the
successor trustee under Section 611.



(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 Trust Indenture Act
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 609 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 514, 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 611. If, within 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 514, 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 Security
Register. Each notice shall include the name of the successor trustee and the address of its
Corporate Trust Office or agent hereunder.




	 	 	 	Section 611. Acceptance of Appointment by Successor.





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 607 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.



No successor trustee with respect to the Securities shall accept appointment as provided in
this Section 611 unless at the time of such acceptance such successor trustee shall be eligible to
act as trustee under the provisions of Trust Indenture Act Section 310(a) and this Article Six 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 609.



Upon acceptance of appointment by any successor trustee as provided in this Section 611, 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 610. 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 612. 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 hereunder, provided that such corporation shall be eligible under
Trust Indenture Act Section 310(a) and this Article Six 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 609, 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 in such Securities as described in this Indenture;
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 613. 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 Trust Indenture Act
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 Trust Indenture Act Section 311(a) to the extent
indicated therein.



ARTICLE SEVEN

HOLDERS’ LISTS AND REPORTS BY TRUSTEE AND COMPANY





	 	 	 	Section 701. Company to Furnish Trustee Names and Addresses of Holders.





The Company shall furnish or cause to be furnished 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 Security Registrar, no such
list need be furnished.




	 	 	 	Section 702. Disclosure of Names and Addresses of Holders.





Holders may communicate pursuant to Trust Indenture Act Section 312(b) with other Holders with
respect to their rights under this Indenture or the Securities, and the Trustee shall comply with
Trust Indenture Act Section 312(b). The Company, the Trustee, the Security Registrar and any other
Person shall have the protection of Trust Indenture Act Section 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
Trust Indenture Act 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 Trust Indenture Act Section 312.




	 	 	 	Section 703. 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 Trust Indenture Act, shall transmit
by mail to all Holders, in the manner and to the extent provided in Trust Indenture Act
Section 313(c), a brief report dated as of such May 15 in accordance with and with respect to the
matters required by Trust Indenture Act Section 313(a). The Trustee shall also transmit by mail to
all Holders, in the manner and to the extent provided in Trust Indenture Act 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 703 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 Commission. The Company shall notify the
Trustee promptly if the Securities are listed on any stock exchange.



ARTICLE EIGHT

CONSOLIDATION, MERGER, SALE OF ASSETS





	 	 	 	Section 801. Company and Guarantors May Consolidate, etc., Only on Certain Terms.





(a) The Company shall not, in a single transaction or through a series of related transactions
directly or indirectly, (1) consolidate with or merge with or into any other Person, or (2) sell,
assign, convey, transfer, lease or otherwise dispose of all or substantially all of the properties
and assets 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:




(i) 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, limited liability company, partnership, limited liability partnership
or similar entity 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 of 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
shall remain in full force and effect as so supplemented;




(ii) immediately after giving effect to such transaction on a pro forma basis
(and treating any Debt not previously an obligation of the Company or any of its
Restricted Subsidiaries which becomes the obligation of the Company or any of its
Restricted Subsidiaries as a result of such transaction as having been incurred at
the time of such transaction), no Default or Event of Default shall have occurred
and be continuing;




(iii) immediately after giving effect to such transaction on a pro forma basis
(on the assumption that the transaction occurred on the first day of the
four-quarter period for which financial statements are available ending immediately
prior to the consummation of such transaction with the appropriate adjustments with
respect to the transaction being included in such pro forma calculation), either
(A) the Company (or the Surviving Entity if the Company is not the continuing
obligor hereunder) could incur $1.00 of additional Debt (other than Permitted Debt)
under Section 1008 or (B) the Consolidated Fixed Charge Coverage Ratio for the
Company (or the Surviving Entity if the Company is not the continuing obligor
hereunder) would be equal to or greater than such ratio for the Company immediately
prior to such transaction;




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




(v) at the time of the transaction if any of the property or assets of the
Company or any of its Restricted Subsidiaries would thereupon become subject to any
Lien, the provisions of Section 1011 are complied with;




(vi) if the Surviving Entity is not organized as a corporation after such
transaction, a Restricted Subsidiary that is a corporation shall be a co-obligor of
the Securities pursuant to a supplemental indenture to this Indenture in a form
reasonably satisfactory to the Trustee; and




(vii) at the time of the transaction the Company or the Surviving Entity shall
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 shall not, and the Company shall not permit a Guarantor to, in a single
transaction or through a series of related transactions directly or indirectly, (1) consolidate
with or merge with or into any other Person (other than the Company or any Guarantor), or (2) sell,
assign, convey, transfer, lease or otherwise dispose of all or substantially all of the properties
and assets of the Guarantor and its Restricted Subsidiaries on a Consolidated basis to any Person
or group of Persons (other than the Company or any Guarantor), unless at the time and after giving
effect thereto:




(i) either:




(x) 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 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 shall remain in full force and effect;
or




(y) such consolidation or merger or such sale, assignment,
conveyance, transfer, lease or other disposition complies with
Section 1012 hereof;




(ii) immediately after giving effect to such transaction, on a pro forma basis,
no Default or Event of Default shall have occurred and be continuing; and




(iii) at the time of the transaction the Company, such Guarantor or the
Surviving Guarantor Entity shall 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 (if applicable) 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 801(b) shall not apply to any
Guarantor whose Guarantee of the Securities is unconditionally released and discharged in
accordance with paragraph (d) under Section 1013.



(d) Clauses (ii) and (iii) of Section 801(a) and clause (ii) of Section 801(b) shall not apply
to (x) any consolidation or merger or sale, assignment, conveyance, transfer, lease or other
disposition of assets between or among the Company and any of its Restricted Subsidiaries, or (y)
any consolidation or merger of the Company or any of the Guarantors with or into an Affiliate
incorporated in the United States, solely for the purpose of changing the entity’s jurisdiction of
incorporation or tax status.




	 	 	 	Section 802. 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 801, 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 the predecessor shall not be released from
the payment of principal and interest on the Securities or its Guarantee, as the case may be.



ARTICLE NINE

SUPPLEMENTAL INDENTURES





	 	 	 	Section 901. Supplemental Indentures and Agreements without Consent of Holders.





Notwithstanding Section 902 of this Indenture, without the consent of any Holders, the
Company, the Guarantors, if any, and any other obligor under the Securities when authorized by a
Board Resolution, and the Trustee, at any time and from time to time, may enter into one or more
indentures supplemental hereto or agreements or other instruments with respect to this Indenture,
the Securities or any Guarantee, in form and substance satisfactory to the Trustee, for any of the
following purposes:



(a) to evidence the succession of another Person to the Company or a Guarantor or any other
obligor upon the Securities, and the assumption by any such successor of the covenants of the
Company or such Guarantor or obligor herein and in the Securities and in any Guarantee in
accordance with Article Eight;



(b) to add to the covenants of the Company, any Guarantor or any other obligor upon the
Securities for the benefit of the Holders, or to surrender any right or power conferred upon the
Company or any Guarantor or any other obligor upon the Securities, as applicable, herein, in the
Securities or in any Guarantee;



(c) to cure any ambiguity, or to correct or supplement any provision herein or in any
supplemental indenture, the Securities or any Guarantee which may be defective or inconsistent with
any other provision herein or in the Securities or any Guarantee;



(d) to make any change that would provide any additional rights or benefits to the Holders of
the Securities;



(e) to make any other provisions with respect to matters or questions



arising under this Indenture, the Securities or any Guarantee; provided that, in each case,
such provisions shall not adversely affect the interest of the Holders in any material respect;



(f) to comply with the requirements of the Commission in order to effect or maintain the
qualification of this Indenture under the Trust Indenture Act;



(g) to add a Guarantor or Guarantors of the Securities pursuant to the requirements of
Section 1013 hereof or otherwise or to release any Guarantor in accordance with the terms of this
Indenture;



(h) to evidence and provide the acceptance of the appointment of a successor Trustee
hereunder;



(i) to mortgage, pledge, hypothecate or grant a security interest in favor of the Trustee for
the benefit of the Holders as additional security for the payment and performance of the Company’s
or any Guarantor’s Indenture Obligations, in any property, or assets, including any of which are
required to be mortgaged, pledged or hypothecated, or in which a security interest is required to
be granted to the Trustee pursuant to this Indenture or otherwise;



(j) provide for the issuance of Additional Securities under this Indenture in accordance with
the limitations set forth herein;



(k) provide for the issuance of Exchange Securities pursuant to the terms of this Indenture
and the applicable Registration Rights Agreement;



(l) comply with the rules of any applicable securities depositary; or



(m) conform the text of this Indenture or the Securities to any provision of the “Description
of Notes” section of the Offering Memorandum.




	 	 	 	Section 902. Supplemental Indentures and Agreements with Consent of Holders.





Except as permitted by Section 901, 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), by Act of said Holders delivered to the
Company, each Guarantor, if any, and the Trustee, the Company and each Guarantor (if a party
thereto) when authorized by Board Resolutions, and the Trustee may (i) enter into an indenture or
indentures supplemental hereto or agreements or other instruments with respect to this Indenture,
the Securities or any Guarantee in form and substance satisfactory to the Trustee, for the purpose
of adding any provisions to or amending, modifying or changing in any manner or eliminating any of
the provisions of this Indenture, the Securities or any Guarantee (including but not limited to,
for the purpose of modifying in any manner the rights of the Holders under this Indenture, the
Securities or any Guarantee) or (ii) waive compliance with any provision in this Indenture, the
Securities or any Guarantee (other than waivers of past Defaults covered by Section 513 and waivers
of covenants which are covered by Section 1021); provided, however, that no such supplemental
indenture, agreement or instrument shall, without the consent of the Holder of each Outstanding
Security affected thereby:



(a) change the Stated Maturity of the principal of, or any installment of interest on, or
change to an earlier date any Redemption Date of, or waive a default in the payment of the
principal of, premium, if any, or interest on, any such Security or reduce the principal amount
thereof or the rate of interest thereon or any premium payable upon the redemption thereof, or
change the coin or currency in which the principal of any Security or any premium or the interest
thereon is payable, or impair the right to institute suit for the enforcement of any such payment
after the Stated Maturity thereof (or, in the case of redemption, on or after the Redemption Date);



(b) reduce the percentage in principal amount of the Outstanding Securities, the consent of
whose Holders is required for any such supplemental indenture, or the consent of whose Holders is
required for any waiver or compliance with certain provisions of this Indenture;



(c) modify any of the provisions of this Section 902 or Section 513 or 1021, except to
increase the percentage of such Outstanding Securities required for such actions or to provide that
certain other provisions of this Indenture cannot be modified or waived without the consent of the
Holder of each such Security affected thereby;



(d) except as otherwise permitted under Article Eight, consent to the assignment or transfer
by the Company or any Guarantor of any of its rights and obligations hereunder;



(e) amend or modify any of the provisions of this Indenture relating to the subordination of
the Securities or any Guarantee in any manner adverse to the Holders of the Securities or any
Guarantee; or



(f) after the Company’s obligation to purchase Securities arises under this Indenture, amend,
change or modify in any material respect the obligation of the Company to make and consummate an
Offer with respect to any Asset Sale or Asset Sales in accordance with Section 1012 or the
obligation of the Company to make and consummate a Change of Control Offer in the event of a Change
of Control in accordance with Section 1014, including, in each case, amending, changing or
modifying any definitions relating thereto but only to the extent such definitions relate thereto.



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 902 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 903. 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 Nine or the modifications thereby of the
trusts created by this Indenture, the Trustee shall be entitled to receive, and (subject to Trust
Indenture Act 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 is authorized or permitted by this Indenture. 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 904. Effect of Supplemental Indentures.





Upon the execution of any supplemental indenture under this Article, 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 905. Conformity with Trust Indenture Act.





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




	 	 	 	Section 906. Reference in Securities to Supplemental Indentures.





Securities authenticated and delivered after the execution of any supplemental indenture
pursuant to this Article Nine 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.




	 	 	 	Section 907. 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 902, the Company shall give notice thereof to the
Holders of each Outstanding Security affected, in the manner provided for in Section 106, setting
forth in general terms the substance of such supplemental indenture. Any failure of the Company to
mail or otherwise deliver such notice, or any defect therein, shall not, however, in any way impair
or affect the validity of any such supplemental indenture.




	 	 	 	Section 908. 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 Debt under the subordination
provisions included in Article Fourteen of this Indenture without the consent of such holder.



ARTICLE TEN

COVENANTS





	 	 	 	Section 1001. Payment of Principal, Premium and Interest.





The Company shall duly and punctually pay the principal of, premium, if any, and interest on
the Securities in accordance with the terms of the Securities and this Indenture.




	 	 	 	Section 1002. 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 shall 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 a corporate trust office of an affiliate of the Trustee, initially located at
101 Barclay Street, New York, New York 10286, Attention: Corporate Trust Administration, shall 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 shall 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 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 shall 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.



	 	 	 
	The Trustee shall initially act as Paying Agent for the Securities.

	Section 1003.

	 	Money for Security Payments to Be Held in Trust.
	
 
	 	 






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



If the Company or any of its Affiliates is not acting as Paying Agent, the Company shall, on
or before each due date of the principal of, premium, if any, or interest on any of the Securities,
deposit with a Paying Agent a sum in same day funds sufficient to pay the principal, premium, if
any, or interest so becoming due, such sum to be held in trust for the benefit of the Persons
entitled to such principal, premium or interest, and (unless such Paying Agent is the Trustee) the
Company shall promptly notify the Trustee of such action or any failure so to act.



If the Company is not acting as Paying Agent, the Company shall cause each Paying Agent other
than the Trustee to execute and deliver to the Trustee an instrument in which such Paying Agent
shall agree with the Trustee, subject to the provisions of this Section, that such Paying Agent
shall:



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



(b) give the Trustee notice of any Default by the Company or any Guarantor (or any other
obligor upon the Securities) in the making of any payment of principal, premium, if any, or
interest on the Securities;



(c) at any time during the continuance of any such Default, upon the written request of the
Trustee, forthwith pay to the Trustee all sums so held in trust by such Paying Agent; and



(d) acknowledge, accept and agree to comply in all aspects with the provisions of this
Indenture relating to the duties, rights and liabilities of such Paying Agent.



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



Any money deposited with the Trustee or any Paying Agent, or then held by the Company, in
trust for the payment of the principal of, premium, if any, or interest 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 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.




	 	 	 	Section 1004. Corporate Existence.





Subject to Article Eight, 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 Significant 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 Significant 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 1005. Payment of Taxes and Other Claims.





The Company shall pay or discharge or cause to be paid or discharged, on or before the date
the same shall become due and payable, (a) all material taxes, assessments and governmental charges
levied or imposed upon the Company or any of its Restricted Subsidiaries shown to be due on any
return of the Company or any of its Restricted Subsidiaries or otherwise assessed or upon the
income, profits or property of the Company or any of its Restricted Subsidiaries if failure to pay
or discharge the same could reasonably be expected to have a material adverse effect on the ability
of the Company or any Guarantor to perform its obligations hereunder and (b) all lawful claims for
labor, materials and supplies, which, if unpaid, would by law become a Lien upon the property of
the Company or any of its Restricted Subsidiaries, except for any Lien permitted to be incurred
under Section 1011, if failure to pay or discharge the same could reasonably be expected to have a
material adverse effect on the ability of the Company or any Guarantor to perform its obligations
hereunder; provided, however, that the Company shall not be required to pay or discharge or cause
to be paid or discharged any such tax, assessment, charge or claim whose amount, applicability or
validity is being contested in good faith by appropriate proceedings properly instituted and
diligently conducted and in respect of which appropriate reserves (in the good faith judgment of
management of the Company) are being maintained in accordance with GAAP.



Notwithstanding anything to the contrary contained in this Indenture, the Company and its
Restricted Subsidiaries may, to the extent required to do so by law, deduct or withhold income or
other similar taxes imposed by the United States of America from principal or interest payments
under this Indenture.



	 	 	 
	Section 1006.

	 	[RESERVED].
	
 
	 	 
	Section 1007.

	 	[RESERVED].
	
 
	 	 
	Section 1008.

	 	Limitation on Debt.
	
 
	 	 






(a) The Company shall not, and shall not cause or permit any of its Restricted Subsidiaries
to, create, issue, incur, assume, guarantee or otherwise in any manner become directly or
indirectly liable for the payment of or otherwise incur, contingently or otherwise (collectively,
“incur”), any Debt (including any Acquired Debt), unless such Debt is incurred by the Company or
any Guarantor and, in each case, the Company’s Consolidated Fixed Charge Coverage Ratio for the
most recent four full fiscal quarters for which financial statements are available immediately
preceding the incurrence of such Debt taken as one period is at least equal to or greater than
2.00:1.



(b) Notwithstanding the foregoing, the Company and, to the extent specifically set forth
below, the Restricted Subsidiaries may incur each and all of the following (collectively, the
“Permitted Debt”):




(i) Debt of the Company or any Restricted Subsidiary under the Credit
Agreement, any Credit Facility or the U.K. Credit Agreement in an aggregate
principal amount at any one time outstanding not to exceed $1,250,000,000 in any
case under these agreements or in respect of letters of credit under these
agreements;




(ii) Debt of the Company or any Restricted Subsidiary under any Inventory
Facility;




(iii) Debt of the Company pursuant to the Securities issued on the Issue Date
or the Exchange Securities issued in exchange therefor and Debt of any Guarantor
pursuant to a Guarantee of such Securities or such Exchange Securities;




(iv) Debt of the Company or any Restricted Subsidiary outstanding on the Issue
Date and not otherwise referred to in this definition of “Permitted Debt;”




(v) Debt of the Company owing to a Restricted Subsidiary; provided that any
Debt of the Company owing to a Restricted Subsidiary that is not a Guarantor is
unsecured and is subordinated in right of payment from and after such time as the
Securities shall become due and payable (whether at Stated Maturity, acceleration or
otherwise) to the payment and performance of the Company’s obligations under the
Securities; provided, further, that any disposition, pledge or transfer of any such
Debt to a Person (other than a disposition, pledge or transfer to a Restricted
Subsidiary or a pledge to a lender under a Credit Facility, provided that such
lender has not commenced an enforcement action with respect thereto) shall be deemed
to be an incurrence of such Debt by the Company or other obligor not permitted by
this clause (v);




(vi) Debt of a Restricted Subsidiary owing to the Company or another Restricted
Subsidiary; provided that any disposition, pledge or transfer of any such Debt to a
Person (other than a disposition, pledge or transfer to the Company or a Restricted
Subsidiary or a pledge to a lender under a Credit Facility, provided that such
lender has not commenced an enforcement action with respect thereto) shall be deemed
to be an incurrence of such Debt by the obligor not permitted by this clause (vi);




(vii) guarantees of any Restricted Subsidiary made in accordance with the
provisions of Section 1013;




(viii) obligations of the Company or any Restricted Subsidiary (a) pursuant to
Interest Rate Agreements related to Debt as long as such obligations do not exceed
the aggregate principal amount of such Debt then outstanding, (b) under any Currency
Hedging Agreements; provided, however, that such Currency Hedging Agreements do not
increase the Debt or other obligations of the Company or any Restricted Subsidiary
outstanding other than as a result of fluctuations in foreign currency exchange
rates or by reason of fees, indemnities and compensation payable under such Currency
Hedging Agreements or (c) under any Commodity Price Protection Agreements which do
not increase the amount of Debt or other obligations of the Company or any
Restricted Subsidiary outstanding other than as a result of fluctuations in
commodity prices or by reason of fees, indemnities and compensation payable under
such Commodity Price Protection Agreements, and guarantees by Guarantors in respect
thereof; provided that in the case of each of clauses (a), (b) and (c) such
agreements are not entered into for speculative purposes;




(ix) Debt of the Company or any Restricted Subsidiary represented by Capital
Lease Obligations or Purchase Money Obligations or other Debt incurred or assumed in
connection with the acquisition or development of real or personal, movable or
immovable, property in each case incurred for the purpose of financing or
refinancing all or any part of the purchase price or cost of construction or
improvement of property used in the business of the Company, in an aggregate
principal amount pursuant to this clause (ix) not to exceed the greater of
(i) $75,000,000 and (ii) 2% of the Company’s Consolidated Total Assets outstanding
at any time; provided that the principal amount of any Debt permitted under this
clause (ix) did not in each case at the time of incurrence exceed the Fair Market
Value, as determined by the Company in good faith, of the acquired or constructed
asset or improvement so financed;




(x) obligations arising from agreements by the Company or a Restricted
Subsidiary to provide for indemnification, customary purchase price closing
adjustments, earn-outs or other similar obligations, in each case, incurred in
connection with the acquisition or disposition of any business or assets;




(xi) Debt incurred by the Company or any Restricted Subsidiary constituting
reimbursement obligations with respect to letters of credit, including letters of
credit in respect of workers’ compensation claims, or other Debt with respect to
reimbursement type obligations regarding workers’ compensation claims; provided that
upon the drawing of such letters of credit, such obligations are reimbursed within
30 days following such drawing or incurrence or supported under the Credit
Agreement, the U.K. Credit Agreement or any Credit Facility;




(xii) Debt of Foreign Subsidiaries in the aggregate amount outstanding pursuant
to this clause (xii) at any time not to exceed (x) $450,000,000 plus (y) 10% of the
Consolidated Tangible Assets of the Company, provided that Foreign Subsidiaries may
not incur Debt pursuant to this clause (y) unless the Company can incur $1.00 of
additional Debt (other than Permitted Debt) under paragraph (a) above after giving
effect to such incurrence;




(xiii) guarantees by the Company or a Restricted Subsidiary of Debt of the
Company or a Restricted Subsidiary that was permitted to be incurred under this
Section 1008;




(xiv) any renewals, extensions, substitutions, refundings, refinancings or
replacements (collectively, a “refinancing”) of any Debt incurred pursuant to
paragraph (a) above or clauses (iii), (iv) and this clause (xiv) of this Section
1008(b), including any successive refinancings so long as: (A) the borrower under
such refinancing is the Company or, if not the Company, the same as the borrower of
the Debt being refinanced; (B) the aggregate principal amount of Debt represented
thereby (or if such Debt provides for an amount less than the principal amount
thereof to be due and payable upon a declaration of acceleration of the maturity of
such Debt, the original issue price of such Debt plus any accreted value
attributable thereto since the original issuance of such Debt) does not exceed the
initial principal amount of such Debt plus the lesser of (I) the stated amount of
any premium or other payment required to be paid in connection with such a
refinancing pursuant to the terms of the Debt being refinanced or (II) the amount of
premium or other payment actually paid at such time to refinance the Debt, plus, in
either case, the amount of the expenses of the Company incurred in connection with
such refinancing; (C) in the case of any refinancing of Debt that is Subordinated
Debt, such new Debt is made subordinated to the Securities at least to the same
extent as the Debt being refinanced; and (D) in the case of Pari Passu Debt or
Subordinated Debt, as the case may be, such new Debt (x) has an Average Life to
Stated Maturity greater than the remaining Average Life to Stated Maturity of (i)
the Securities or (ii) the Debt to be refinanced, and (y) has a Stated Maturity for
its final scheduled principal payment later than the Stated Maturity for the final
scheduled principal payment of (i) the Securities or (ii) the Debt to be refinanced;




(xv) Debt of the Company or any of its Restricted Subsidiaries arising from the
honoring by a bank or other financial institution of a check, draft or similar
instrument inadvertently (except in the case of daylight overdrafts) drawn against
insufficient funds in the ordinary course of business; provided, however, that such
Debt is extinguished within five Business Days of incurrence;




(xvi) obligations in respect of performance, bid, appeal and surety bonds and
completion guarantees and similar obligations provided by the Company or any
Restricted Subsidiary in the ordinary course of business;




(xvii) (x) Debt incurred or issued by the Company or any of its Restricted
Subsidiaries to finance an acquisition and/or (y) Acquired Debt of the Company or
any of its Restricted Subsidiaries; provided that after giving effect to such
acquisition and the incurrence of such Debt, either (A) the Company can incur $1.00
of additional Debt (other than Permitted Debt) under paragraph (a) of this Section
1008, or (B) in the case of clause (y) only, the Company’s Consolidated Fixed Charge
Coverage Ratio would be equal to or greater than that in effect immediately prior to
such acquisition;




(xviii) Debt of the Company to the extent the net proceeds thereof are promptly
deposited to defease or to satisfy and discharge the Securities as described in
Article Four or Article Twelve hereof, respectively;




(xix) shares of Preferred Stock of a Restricted Subsidiary issued to the
Company or a Restricted Subsidiary of the Company; provided that any subsequent
transfer of any such shares of Preferred Stock (except to the Company or a
Restricted Subsidiary or a pledge to a lender under a Credit Facility, provided that
such lender has not commenced an enforcement action with respect thereto) shall be
deemed to be an issuance of Preferred Stock that was not permitted by this
clause (xix); and




(xx) Debt of the Company and its Restricted Subsidiaries, in addition to that
described in clauses (i) through (xix) above, and any renewals, extensions,
substitutions, refinancings or replacements of such Debt, so long as the aggregate
principal amount of all such Debt shall not exceed $100,000,000 outstanding at any
one time in the aggregate.



For purposes of determining compliance with this Section 1008, in the event that an item of
Debt meets the criteria of more than one of the types of Debt described in clauses (i) through (xx)
above or is entitled to be incurred pursuant to paragraph (a) of this Section 1008, the Company in
its sole discretion may classify or reclassify such item of Debt and only be required to include
the amount of such Debt as one of such types. Accrual of interest, accretion or amortization of
original issue discount and the payment of interest on any Debt in the form of additional Debt with
the same terms, and the payment of dividends on any Redeemable Capital Stock or Preferred Stock in
the form of additional shares of the same class of Redeemable Capital Stock or Preferred Stock
shall not be deemed to be an incurrence of Debt for purposes of this Section 1008 provided, in each
such case, that the amount thereof as accrued over time is included in the Consolidated Fixed
Charge Coverage Ratio of the Company.



Debt permitted by this Section 1008 need not be permitted solely by reference to one provision
permitting such Debt but may be permitted in part by one such provision and in part by one or more
other provisions of this Section 1008 permitting such Debt.



For purposes of determining compliance with any U.S. dollar-denominated restriction on the
incurrence of Debt denominated in a foreign currency, the U.S. dollar-equivalent principal amount
of such Debt incurred pursuant thereto shall be calculated based on the relevant currency exchange
rate in effect on the date that such Debt was incurred, in the case of term debt, or first
committed, in the case of revolving credit debt; provided that if such Debt is incurred to extend,
replace, refund, refinance, renew or defease other Debt denominated in a foreign currency, and such
extension, replacement, refunding, refinancing, renewal or defeasance would cause the applicable
U.S. dollar-denominated restriction to be exceeded if calculated at the relevant currency exchange
rate in effect on the date of such extension, replacement, refunding, refinancing, renewal or
defeasance, such U.S. dollar-denominated restriction shall be deemed not to have been exceeded so
long as the principal amount of such refinancing Debt does not exceed the principal amount of such
Debt being extended, replaced, refunded, refinanced, renewed or defeased.



Except as provided in the prior paragraph, the principal amount of any Debt incurred to
extend, replace, refund, refinance, renew or defease other Debt, if incurred in a different
currency from the Debt being extended, replaced, refunded, refinanced, renewed or defeased, shall
be calculated based on the currency exchange rate applicable to the currencies in which such
respective Debt is denominated that is in effect on the date of such extension, replacement,
refunding, refinancing, renewal or defeasance.




	 	 	 	Section 1009. Limitation on Restricted Payments.





(a) The Company shall not, and shall not cause or permit any Restricted Subsidiary to,
directly or indirectly:




(i) pay any dividend on, or make any distribution to holders of, any shares of
the Company’s Capital Stock (other than dividends or distributions payable solely in
            shares of its Qualified Capital Stock or in options, warrants or other rights to
acquire shares of such Qualified Capital Stock);




(ii) purchase, redeem, defease or otherwise acquire or retire for value,
directly or indirectly, Capital Stock of the Company or any direct or indirect
parent of the Company or options, warrants or other rights to acquire such Capital
Stock;




(iii) make any principal payment on, or repurchase, redeem, defease, retire or
otherwise acquire for value, prior to any scheduled principal payment, sinking fund
payment or maturity, any Subordinated Debt, except a repurchase, redemption,
defeasance or retirement within one year of final maturity thereof;




(iv) pay any dividend or distribution on any Capital Stock of any Restricted
Subsidiary to any Person (other than (a) to the Company or any of its Wholly Owned
Restricted Subsidiaries or (b) dividends or distributions made by a Restricted
Subsidiary (1) organized as a partnership, limited liability company or similar
pass-through entity to the holders of its Capital Stock in amounts sufficient to
satisfy the tax liabilities arising from their ownership of such Capital Stock or
(2) on a pro rata basis to all stockholders of such Restricted Subsidiary); or




(v) (make any Investment in any Person (other than any Permitted Investments)



(any of the foregoing actions described in clauses (i) through (v), other than any such action
that is a Permitted Payment (as defined below), collectively, “Restricted Payments”) (the amount
of any such Restricted Payment, if other than cash, shall be the Fair Market Value of the assets
proposed to be transferred), unless (1) immediately after giving effect to such proposed Restricted
Payment on a pro forma basis, no Default or Event of Default shall have occurred and be continuing;
(2) immediately after giving effect to such Restricted Payment on a pro forma basis, the Company
could incur $1.00 of additional Debt (other than Permitted Debt) under Section 1008 herein; and (3)
after giving effect to the proposed Restricted Payment, the aggregate amount of all such Restricted
Payments declared or made after the Reference Date and all Designation Amounts does not exceed the
sum of:



(A) 50% of the aggregate Consolidated Net Income of the Company accrued on a cumulative
basis during the period beginning on the first day of the Company’s fiscal quarter in which the
Reference Date occurred and ending on the last day of the Company’s last fiscal quarter ending
prior to the date of the Restricted Payment, or, if such aggregate cumulative Consolidated Net
Income shall be a loss, minus 100% of such loss;



(B) the aggregate net proceeds (including the Fair Market Value of property other than cash)
received after the Reference Date by the Company either (x) as capital contributions in the form of
common equity to the Company or (y) from the issuance or sale (other than to any of its
Subsidiaries) of Qualified Capital Stock of the Company or any options, warrants or rights to
purchase such Qualified Capital Stock (except, in each case, for transactions described in
clause (C) or (D) of this paragraph (a) and to the extent such proceeds are used to purchase,
redeem or otherwise retire Capital Stock or Subordinated Debt as set forth below in clause (ii) or
(iii) of paragraph (b) below) (and excluding the Net Cash Proceeds from the issuance of Qualified
Capital Stock financed, directly or indirectly, using funds borrowed from the Company or any
Subsidiary until and to the extent such borrowing is repaid);



(C) the aggregate Net Cash Proceeds received after the Reference Date by the Company (other
than from any of its Subsidiaries) upon the exercise of any options, warrants or rights to purchase
Qualified Capital Stock of the Company (and excluding the Net Cash Proceeds from the exercise of
any options, warrants or rights to purchase Qualified Capital Stock financed, directly or
indirectly, using funds borrowed from the Company or any Subsidiary until and to the extent such
borrowing is repaid);



(D) the aggregate Net Cash Proceeds received after the Reference Date by the Company from the
conversion or exchange, if any, of debt securities or Redeemable Capital Stock of the Company or
its Restricted Subsidiaries into or for Qualified Capital Stock of the Company plus, to the extent
such debt securities or Redeemable Capital Stock were issued after the Reference Date, upon the
conversion or exchange of such debt securities or Redeemable Capital Stock, the aggregate of Net
Cash Proceeds from their original issuance (and excluding the Net Cash Proceeds from the conversion
or exchange of debt securities or Redeemable Capital Stock financed, directly or indirectly, using
funds borrowed from the Company or any Subsidiary until and to the extent such borrowing is
repaid);



(E) (a) in the case of the disposition or repayment of any Investment constituting a
Restricted Payment made after the Reference Date, an amount (to the extent not included in
Consolidated Net Income) equal to the lesser of the return of capital with respect to such
Investment and the initial amount of such Investment, in either case, less the cost of the
disposition of such Investment and net of taxes, and (b) in the case of the designation of an
Unrestricted Subsidiary as a Restricted Subsidiary (as long as the designation of such Subsidiary
as an Unrestricted Subsidiary was deemed a Restricted Payment), the Fair Market Value of the
Company’s interest in such Subsidiary, provided that such amount shall not in any case exceed the
amount of the Restricted Payment deemed made at the time the Subsidiary was designated as an
Unrestricted Subsidiary; and



(F) any amount which previously qualified as a Restricted Payment on account of any guarantee
entered into by the Company or any Restricted Subsidiary; provided that such guarantee has not been
called upon and the obligation arising under such guarantee no longer exists.



(b) Notwithstanding the foregoing, and in the case of clauses (ii) through (xiv) below, so
long as no Default or Event of Default is continuing or would arise therefrom, the foregoing
provisions shall not prohibit the following actions (each of clauses (i) through (xiv) being
referred to as a “Permitted Payment”):




(i) the payment of any dividend within 60 days after the date of declaration
thereof, if at such date of declaration such payment was permitted by the provisions
of paragraph (a) of this Section 1009 and such payment shall have been deemed to
have been paid on such date of declaration and shall not have been deemed a
“Permitted Payment” for purposes of the calculation required by paragraph (a) of
this Section 1009;




(ii) the repurchase, redemption, or other acquisition or retirement for value
of any shares of any class of Capital Stock of the Company in exchange for,
including any such exchange pursuant to the exercise of a conversion right or
privilege in connection with which cash is paid in lieu of the issuance of
fractional shares or scrip, or out of the Net Cash Proceeds of a substantially
concurrent issuance and sale for cash (other than to a Subsidiary) of other shares
of Qualified Capital Stock of the Company; provided that the Net Cash Proceeds from
the issuance of such shares of Qualified Capital Stock are excluded from
clause (3)(B) of paragraph (a) of this Section 1009;




(iii) the repurchase, redemption, defeasance, retirement or acquisition for
value or payment of principal of any Subordinated Debt or Redeemable Capital Stock
in exchange for, or in an amount not in excess of the Net Cash Proceeds of, a
substantially concurrent issuance and sale for cash (other than to any Subsidiary of
the Company) of any Qualified Capital Stock of the Company, provided that the Net
Cash Proceeds from the issuance of such shares of Qualified Capital Stock are
excluded from clause (3)(B) of paragraph (a) of this Section 1009;




(iv) the repurchase, redemption, defeasance, retirement, refinancing,
acquisition for value or payment of principal of any Subordinated Debt (other than
Redeemable Capital Stock) (a “refinancing”) through the substantially concurrent
issuance of new Subordinated Debt of the Company, but only to the extent that any
such new Subordinated Debt: (1) shall be in a principal amount that does not exceed
the principal amount so refinanced (or, if such Subordinated Debt provides for an
amount less than the principal amount thereof to be due and payable upon a
declaration of acceleration thereof, then such lesser amount as of the date of
determination), plus the lesser of (I) the stated amount of any premium or other
payment required to be paid in connection with such a refinancing pursuant to the
terms of the Debt being refinanced or (II) the amount of premium or other payment
actually paid at such time to refinance the Debt, plus, in either case, the amount
of expenses of the Company incurred in connection with such refinancing; (2) has an
Average Life to Stated Maturity greater than the remaining Average Life to Stated
Maturity of (x) the Securities or (y) the Subordinated Debt to be refinanced; (3)
has a Stated Maturity for its final scheduled principal payment later than the
Stated Maturity for the final scheduled principal payment of (x) the Securities or
(y) the Subordinated Debt to be refinanced; and (4) is expressly subordinated in
right of payment to the Securities at least to the same extent as the Subordinated
Debt to be refinanced;




(v) the purchase, redemption, or other acquisition or retirement for value of
any class of Capital Stock of the Company from future, present or former directors,
officers, employees or consultants of the Company or any Restricted Subsidiary in an
amount not to exceed $5,000,000 in the aggregate in any calendar year (and any
portion of such $5,000,000 not used in any calendar year may be carried forward to
the next succeeding calendar year); provided that such amount may be increased by an
amount not to exceed the cash proceeds from the sale of Capital Stock of the Company
to directors, officers, employees or consultants of the Company or any of its
Subsidiaries that occurs after the Issue Date (provided that the amount of such cash
proceeds utilized for any such purchase, repurchase, redemption, retirement or other
acquisition shall not increase the amount available for Restricted Payments under
clause (iii) of the immediately preceding paragraph), plus




(vi) the repurchase, redemption or other acquisition or retirement for value of
Capital Stock of the Company issued pursuant to acquisitions by the Company to the
extent required by or needed to comply with the requirements of any of the
Manufacturers with which the Company or a Restricted Subsidiary is a party to a
franchise agreement;




(vii) the payment of the contingent purchase price of an acquisition to the
extent such payment would be deemed a Restricted Payment;




(viii) the payment of the deferred purchase price or earn-outs, including
holdbacks (and the receipt of any corresponding consideration therefor), of an
acquisition to the extent such payment would have been permitted by this Indenture
at the time of such acquisition;




(ix) the repurchase of Capital Stock of the Company issued to sellers of
businesses acquired by the Company or its Restricted Subsidiaries or in connection
with joint ventures or other business transactions, in an amount not to exceed
$10,000,000 during the term of this Indenture;




(x) the payment of dividends on the Company’s shares of Common Stock in the
aggregate amount per fiscal year equal to $0.56 per share for each share of Common
Stock (or any securities convertible into Common Stock to the extent they are
entitled to such a dividend) of the Company outstanding as of the applicable record
date for such dividends (as such $0.56 shall be adjusted for specified changes in
the capitalization of the Company upon recapitalizations, reclassifications, stock
splits, stock dividends, reverse stock splits, stock consolidations and similar
transactions);




(xi) the repurchase of Capital Stock deemed to occur upon (a) exercise of stock
options to the extent that shares of such Capital Stock represent a portion of the
exercise price of such options and (b) the withholding of a portion of such Capital
Stock to pay taxes associated therewith, and the purchase of fractional shares of
Capital Stock of the Company or any Restricted Subsidiary arising out of stock
dividends, splits or combinations or business combinations;




(xii) the payment of dividends or distributions by UAG Connecticut I, LLC
pursuant to the First Amended and Restated LLC Agreement, dated April 1, 2003,
relating to UAG Connecticut I, LLC;




(xiii) the payment of cash in lieu of the issuance of Capital Stock in
connection with the conversion, retirement, repurchase or redemption of any series
of convertible debt securities of the Company or its Restricted Subsidiaries; and




(xiv) other Restricted Payments in an amount which, when taken together with
all other Restricted Payments made pursuant to this clause (xiv), does not exceed
$50,000,000.



(c) For purposes of determining compliance with this Section 1009, in the event that a
Restricted Payment permitted pursuant to this Section 1009 or a Permitted Investment meets the
criteria of more than one of the categories of Restricted Payment described in clauses (i) through
(xiv) of paragraph (b) above or one or more clauses of the definition of Permitted Investments, the
Company shall be permitted to classify such Restricted Payment or Permitted Investment on the date
it is made, or later reclassify all or a portion of such Restricted Payment or Permitted
Investment, in any manner that complies with this Section 1009, and such Restricted Payment or
Permitted Investment shall be treated as having been made pursuant to only one of such clauses of
this Section 1009 or of the definition of Permitted Investments.




	 	 	 	Section 1010. Limitation on Transactions with Affiliates.





The Company shall not, and shall not cause or permit any of its Restricted Subsidiaries to,
directly or indirectly, enter into any transaction or series of related transactions involving
aggregate consideration in excess of $5,000,000 (including, without limitation, the sale, purchase,
exchange or lease of assets, property or services) with or for the benefit of any Affiliate of the
Company (other than the Company or a Restricted Subsidiary) unless such transaction or series of
related transactions is entered into in good faith and: (a) such transaction or series of related
transactions is on terms that are not materially less favorable to the Company or such Restricted
Subsidiary, as the case may be, than those that would be available in a comparable transaction in
arm’s-length dealings with an unrelated third party, (b) with respect to any transaction or series
of related transactions involving aggregate value in excess of $10,000,000, either (1) the Company
delivers an Officer’s Certificate to the Trustee certifying that such transaction or series of
related transactions complies with clause (a) above or (2) such transaction or series of related
transactions is approved by either (A) a majority of the Disinterested Directors of the Board of
Directors of the Company, or in the event there is only one Disinterested Director, by such
Disinterested Director, or (B) the audit committee of the board of directors of the Company, which
shall consist entirely of Disinterested Directors and (c) with respect to any transaction or series
of related transactions involving aggregate value in excess of $25,000,000, either (i) such
transaction or series of related transactions has been approved by either (x) a majority of the
Disinterested Directors of the Board of Directors of the Company, or in the event there is only one
Disinterested Director, by such Disinterested Director, or (y) the audit committee of the Board of
Directors of the Company, which shall consist entirely of Disinterested Directors, or (ii) the
Company delivers to the Trustee a written opinion of an investment banking firm of national
standing or other recognized independent expert with experience appraising the terms and conditions
of the type of transaction or series of related transactions for which an opinion is required
stating that the transaction or series of related transactions is fair to the Company or such
Restricted Subsidiary from a financial point of view; provided, however, that this provision shall
not apply to (i) compensation and employee benefit arrangements with any officer or director of the
Company, including under any stock option or stock incentive plans, entered into in the ordinary
course of business; (ii) any transaction permitted as a Restricted Payment or Permitted Investment
pursuant to Section 1009; (iii) the payment of customary fees to directors of the Company and its
Restricted Subsidiaries; (iv) any transaction with any officer or member of the Board of Directors
of the Company involving indemnification arrangements; (v) loans or advances to officers of the
Company in the ordinary course of business not to exceed $1,000,000 in any calendar year;
(vi) agreements and transactions with customers, clients, suppliers or purchasers and sellers of
goods or services, in each case in the ordinary course of business and otherwise in compliance with
this Indenture, which are fair to the Company or its Restricted Subsidiaries, or are on terms,
taken as a whole, at least as favorable as might reasonably have been obtained at that time from a
Person who is not an Affiliate of the Company; (vii) transactions with joint ventures entered into
in the ordinary course of business, provided that no other Affiliate of the Company (other than a
Subsidiary thereof) directly or indirectly holds any Capital Stock of such joint venture; (viii)
any sale, issuance or award of Qualified Capital Stock of the Company; (ix) any transaction with
any Person (x) that is not an Affiliate of the Company immediately before the consummation of such
transaction that becomes an Affiliate of the Company as a result of such transaction or (y) that is
an Affiliate of the Company solely because the Company, directly or indirectly, owns Capital Stock
in, or controls, such Person; or (x) any transactions undertaken pursuant to any contractual
obligations in existence on the Issue Date (as in effect on the Issue Date) or otherwise disclosed
in the Offering Memorandum (or in any document incorporated by reference therein) and any renewals,
replacements or modifications of such obligations (pursuant to new transactions or otherwise) on
terms no less favorable than could be received from an unaffiliated third party.




	 	 	 	Section 1011. Limitation on Liens.





The Company shall not, and shall not cause or permit any Restricted Subsidiary to, directly or
indirectly, (a) create, incur or affirm any Lien of any kind securing any Pari Passu Debt or
Subordinated Debt (including any assumption, guarantee or other liability with respect thereto by
any Restricted Subsidiary) upon any property or assets (including any intercompany notes) of the
Company or any Restricted Subsidiary owned on the Issue Date or acquired after the Issue Date, or
(b) assign or convey any right to receive any income or profits from such Liens, unless the
Securities or a Guarantee in the case of Liens of a Guarantor are directly secured equally and
ratably with (or, in the case of Subordinated Debt, prior or senior thereto, with the same relative
priority as the Securities shall have with respect to such Subordinated Debt) the obligation or
liability secured by such Lien except for Permitted Liens. Notwithstanding the foregoing, any Lien
securing the Securities granted pursuant to this Section 1011 shall be automatically and
unconditionally released and discharged upon the release by the holders of the Pari Passu Debt or
the Subordinated Debt described above of their Lien on the property or assets of the Company or any
Restricted Subsidiary (including any deemed release upon payment in full of all obligations under
such Debt), at such time as the holders of all such Debt also release their Lien on the property or
assets of the Company or such Restricted Subsidiary, or upon any sale, exchange or transfer to any
Person not an Affiliate of the Company of the property or assets secured by such Lien, or of all of
the Capital Stock held by the Company or any Restricted Subsidiary in, or all or substantially all
the assets of, any Restricted Subsidiary creating such Lien.




	 	 	 	Section 1012. Limitation on Sale of Assets.





(a) The Company shall not, and shall not cause or permit any of its Restricted Subsidiaries
to, directly or indirectly, consummate an Asset Sale unless (i) at least 75% of the consideration
from such Asset Sale consists of (A) cash or Cash Equivalents, (B) the assumption of Senior Debt or
Senior Guarantor Debt or other liabilities (other than Subordinated Debt) by the party acquiring
the assets from the Company or any Restricted Subsidiary, (C) Replacement Assets, (D) Designated
Noncash Consideration, or (E) a combination of any of the foregoing; and (ii) the Company or such
Restricted Subsidiary receives consideration at the time of such Asset Sale at least equal to the
Fair Market Value of the shares or assets subject to such Asset Sale; provided that any notes,
securities or other obligations received by the Company or any such Restricted Subsidiary from any
transferee of assets from the Company or such Restricted Subsidiary that are converted, sold or
exchanged by the Company or such Restricted Subsidiary into cash at Fair Market Value within
90 days after receipt shall be deemed to be cash for purposes of this provision.



(b) If: (A) all or a portion of the Net Cash Proceeds of any Asset Sale are not applied to
(1) the permanent repayment of any term Senior Debt or Senior Guarantor Debt then outstanding, (2)
the repayment of any outstanding borrowings under any revolving credit facilities constituting
Senior Debt or Senior Guarantor Debt and the corresponding reduction of commitments with respect
thereto, or (3) the permanent reduction of Debt of a Restricted Subsidiary that is not a Guarantor,
or (B) no such Senior Debt or Senior Guarantor Debt which requires prepayment is then outstanding
(or such prepayment is waived), then the Company or a Restricted Subsidiary may within 365 days of
the Asset Sale invest the Net Cash Proceeds in Replacement Assets. The amount of such Net Cash
Proceeds not used to prepay Senior Debt or Senior Guarantor Debt or invested within 365 days of the
Asset Sale as set forth in this paragraph constitutes “Excess Proceeds.” The Company or such
Restricted Subsidiary shall be deemed to have complied with its obligations under this
Section 1012(b) if it enters into a binding commitment to acquire Replacement Assets prior to
365 days after the receipt of the applicable Net Cash Proceeds and such acquisition of Replacement
Assets is consummated prior to 545 days after the date of receipt of the applicable Net Cash
Proceeds; provided that upon any abandonment or termination of such commitment, the Net Cash
Proceeds not so applied shall constitute Excess Proceeds and be applied as set forth below.



(c) When the aggregate amount of Excess Proceeds exceeds $50,000,000 or more, the Company
shall apply the Excess Proceeds to the repayment of the Securities and any other Pari Passu Debt
outstanding with similar provisions requiring the Company to make an offer to purchase such Debt
with the proceeds from any Asset Sale as follows: (A) the Company shall make an offer to purchase
(an “Offer”) from all holders of the Securities in accordance with the procedures set forth in this
Indenture in the maximum principal amount (expressed in amounts of $2,000 and integral multiples of
$1,000 in excess thereof) of Securities that may be purchased out of an amount (the “Security
Amount”) equal to the product of such Excess Proceeds multiplied by a fraction, the numerator of
which is the outstanding principal amount of the Securities, and the denominator of which is the
sum of the outstanding principal amount of the Securities and such Pari Passu Debt (subject to
proration in the event such amount is less than the aggregate Offered Price (as defined herein) of
all Securities tendered); and (B) to the extent required by such Pari Passu Debt to permanently
reduce the principal amount of such Pari Passu Debt, the Company shall make an offer to purchase or
otherwise repurchase or redeem Pari Passu Debt (a “Pari Passu Offer”) in an amount (the “Pari Passu
Debt Amount”) equal to the excess of the Excess Proceeds over the Security Amount. However, in no
event shall the Company be required to make a Pari Passu Offer in a Pari Passu Debt Amount
exceeding the principal amount of such Pari Passu Debt plus the amount of any premium required to
be paid to repurchase such Pari Passu Debt. The offer price for the Securities shall be payable in
cash in an amount equal to 100% of the principal amount of the Securities plus accrued and unpaid
interest, if any, to the date (the “Offer Date”) such Offer is consummated (the “Offered Price”),
in accordance with the procedures set forth herein. To the extent that the aggregate Offered Price
of the Securities tendered pursuant to the Offer is less than the Security Amount relating to the
tendered Securities or the aggregate amount of Pari Passu Debt that is purchased in a Pari Passu
Offer is less than the Pari Passu Debt Amount, the Company may use any remaining Excess Proceeds
for general corporate purposes. If the aggregate principal amount of Securities and Pari Passu
Debt surrendered by holders thereof exceeds the amount of Excess Proceeds, the Trustee shall select
the Securities to be purchased on a pro rata basis; provided, that, in the case of Securities
issued in global form, beneficial interests in such Securities shall be repurchased on a pro rata
basis based on amounts tendered only if such proration is consistent with the applicable procedures
of the Depositary; otherwise, such beneficial interests shall be selected for repurchase in
accordance with such procedures. Upon the completion of the purchase of all the Securities
tendered pursuant to an Offer and the completion of a Pari Passu Offer, the amount of Excess
Proceeds, if any, shall be reset at zero.



(d) If the Company becomes obligated to make an Offer pursuant to paragraph (c) above, the
Securities (in amounts of $2,000 and integral multiples of $1,000 in excess thereof) and the Pari
Passu Debt shall be purchased by the Company, at the option of the holders thereof, in whole or in
part, on a date that is not earlier than 30 days and not later than 60 days from the date the
notice of the Offer is given to holders, or such later date as may be necessary for the Company to
comply with the requirements under the Exchange Act.



(e) The Company shall comply with the applicable tender offer rules, including Rule 14e-1
under the Exchange Act, and any other applicable securities laws or regulations in connection with
an Offer. To the extent that the provisions of any securities laws or regulations conflict with
Section 1012 hereof, the Company shall comply with the applicable securities laws and regulations
and shall not be deemed to have breached its obligations under this Section 1012 hereof by virtue
of such compliance.



(f) Subject to paragraph (e) above, within 30 days after the date on which the amount of
Excess Proceeds equals or exceeds $50,000,000, the Company shall send or cause to be sent by
first-class mail, postage prepaid (or such other method prescribed by DTC or any other Depositary),
to the Trustee and to each Holder, at his address appearing in the Security Register, a notice
stating or including:




(1) that the Holder has the right to require the Company to repurchase, subject
to proration, such Holder’s Securities at the Offered Price;




(2) the Offer Date;




(3) the instructions a Holder must follow in order to have his Securities
purchased in accordance with paragraph (c) of this Section;




(4) Offered Price;




(5) the names and addresses of the Paying Agent and the offices or agencies
referred to in Section 1002;




(6) that Securities must be surrendered prior to the Offer Date to the Paying
Agent at the office of the Paying Agent or to an office or agency referred to in
Section 1002 to collect payment;




(7) that any Securities not tendered will continue to accrue interest and that
unless the Company defaults in the payment of the Offered Price, any Security
accepted for payment pursuant to the Offer will cease to accrue interest on and
after the Offer Date;




(8) the procedures for withdrawing a tender; and




(9) that the Offered Price for any Security which has been properly tendered
and not withdrawn and which has been accepted for payment pursuant to the Offer will
be paid promptly following the Offer Date.



(g) Holders electing to have Securities purchased hereunder shall be required to surrender
such Securities at the address specified in the notice prior to the Offer Date. Holders shall be
entitled to withdraw their election to have their Securities purchased pursuant to this
Section 1012 if the Company receives, not later than one Business Day prior to the Offer Date, a
telex, facsimile transmission or letter setting forth (1) the name of the Holder, (2) the
certificate number of the Security in respect of which such notice of withdrawal is being
submitted, (3) the principal amount of the Security (which shall be $2,000 or an integral multiple
of $1,000 in excess thereof) delivered for purchase by the Holder as to which his election is to be
withdrawn, (4) a statement that such Holder is withdrawing his election to have such principal
amount of such Security purchased, and (5) the principal amount, if any, of such Security (which
shall be $2,000 or an integral multiple of $1,000 in excess thereof) that remains subject to the
original notice of the Offer and that has been or shall be delivered for purchase by the Company.



(h) The Company shall (i) not later than the Offer Date, accept for payment Securities or
portions thereof tendered pursuant to the Offer, (ii) not later than 10:00 a.m. (New York time) on
the Offer Date, deposit with the Trustee or with a Paying Agent an amount of money in same day
funds (or New York Clearing House funds if such deposit is made prior to the Offer Date) sufficient
to pay the aggregate Offered Price of all the Securities or portions thereof which are to be
purchased on that date and (iii) not later than 10:00 a.m. (New York time) on the Offer Date,
deliver to the Paying Agent an Officer’s Certificate stating the Securities or portions thereof
accepted for payment by the Company. The Paying Agent shall promptly mail or deliver to Holders of
Securities so accepted payment in an amount equal to the Offered Price of the Securities purchased
from each such Holder, and the Company shall execute and the Trustee shall promptly authenticate
and mail or deliver to such Holders a new Security equal in principal amount to any unpurchased
portion of the Security surrendered. Any Securities not so accepted shall be promptly mailed or
delivered by the Paying Agent at the Company’s expense to the Holder thereof. For purposes of this
Section 1012, the Company shall choose a Paying Agent which shall not be the Company.



Subject to applicable escheat laws, the Trustee and the Paying Agent shall return to the
Company any cash that remains unclaimed, together with interest, if any, thereon, held by them for
the payment of the Offered Price; provided, however, that (x) to the extent that the aggregate
amount of cash deposited by the Company with the Trustee in respect of an Offer exceeds the
aggregate Offered Price of the Securities or portions thereof to be purchased, then the Trustee
shall hold such excess for the Company and (y) unless otherwise directed by the Company in writing,
promptly after the Business Day following the Offer Date the Trustee shall return any such excess
to the Company together with interest or dividends, if any, thereon.



(i) Securities to be purchased shall, on the Offer Date, become due and payable at the Offered
Price and from and after such date (unless the Company shall default in the payment of the Offered
Price) such Securities shall cease to bear interest. Such Offered Price shall be paid to such
Holder promptly following the later of the Offer Date and the time of delivery of such Security to
the relevant Paying Agent at the office of such Paying Agent by the Holder thereof in the manner
required. Upon surrender of any such Security for purchase in accordance with the foregoing
provisions, such Security shall be paid by the Company at the Offered Price; provided, however,
that installments of interest whose Stated Maturity is on or prior to the Offer Date shall be
payable to the Person in whose name the Securities (or any Predecessor Securities) is registered as
such on the relevant Regular Record Dates according to the terms and the provisions of Section 309;
provided, further, that Securities to be purchased are subject to proration in the event the Excess
Proceeds are less than the aggregate Offered Price of all Securities tendered for purchase, with
such adjustments as may be appropriate by the Trustee so that only Securities in denominations of
$2,000 or integral multiples of $1,000 in excess thereof, shall be purchased. If any Security
tendered for purchase shall not be so paid upon surrender thereof by deposit of funds with the
Trustee or a Paying Agent in accordance with paragraph (h) above, the principal thereof (and
premium, if any, thereon) shall, until paid, bear interest from the Offer Date at the rate borne by
such Security. Any Security that is to be purchased only in part shall be surrendered to a Paying
Agent at the office of such Paying Agent (with, if the Company, the Security Registrar or the
Trustee so requires, due endorsement by, or a written instrument of transfer in form satisfactory
to the Company and the Security Registrar or the Trustee duly executed by, the Holder thereof or
such Holder’s attorney duly authorized in writing), and the Company shall execute and the Trustee
shall authenticate and deliver to the Holder of such Security, without service charge, one or more
new Securities of any authorized denomination as requested by such Holder in an aggregate principal
amount equal to, and in exchange for, the portion of the principal amount of the Security so
surrendered that is not purchased. The Company shall publicly announce the results of the Offer on
or as soon as practicable after the Offer Date.



(j) If the Offer Date is on or after a Regular Record Date and on or before the related
Interest Payment Date, any accrued and unpaid interest, if any, to the Offer Date, shall be paid to
the Person in whose name a Security is registered at the close of business on such Regular Record
Date, and no additional interest shall be payable to Holders pursuant to the Offer.




	 	 	 	Section 1013. Limitation on Future Guarantees.





(a) The Company shall not cause any future Domestic Subsidiary, other than a Guarantor,
directly or indirectly, to become a guarantor or an obligor with respect to any other Debt 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 (1)
if such Debt is by its terms Senior Debt, any such assumption, guarantee or other liability of such
Subsidiary with respect to such Debt 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 (2) if such Debt
is by its terms expressly subordinated to the Securities, any such assumption, guarantee or other
liability of such Subsidiary with respect to such Debt shall be subordinated to such Subsidiary’s
Guarantee of the Securities at least to the same extent as such Debt is subordinated to the
Securities.



(b) Notwithstanding paragraph (a) above, any Non-Guarantor Restricted Subsidiary shall not be
required to become a Future Guarantor under this Indenture if the Consolidated Tangible Assets of
such Non-Guarantor Restricted Subsidiary, together with the Consolidated Tangible Assets of all
other Non-Guarantor Restricted Subsidiaries, as of the date of the most recent quarterly or annual
financial statements of the Company which are available, does not exceed, in the aggregate, 1% of
the Consolidated Tangible Assets of the Company. To the extent that the collective Consolidated
Tangible Assets of the Non-Guarantor Restricted Subsidiaries, as of the date of the creation of,
acquisition of or Investment in a Non-Guarantor Restricted Subsidiary or as of the date of the most
recent quarterly or annual financial statements of the Company which are available, exceeds 1% of
the Consolidated Tangible Assets of the Company, the Company shall cause one or more of such
Non-Guarantor Restricted Subsidiaries to become a Future Guarantor under this Indenture in
accordance with the provisions of this covenant, such that the collective Consolidated Tangible
Assets of all remaining Non-Guarantor Restricted Subsidiaries does not exceed 1% of the
Consolidated Tangible Assets of the Company.



(c) 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 Domestic
Subsidiaries who have not become Guarantors, but are required to become Future Guarantors pursuant
to paragraph (a) or (b) above, equals or exceeds $50,000,000 and (B) twelve months shall have
elapsed since the Company last caused Future Guarantors to become Guarantors under this Indenture.
Up to a maximum of once per fiscal quarter, the Company shall cause each Subsidiary thereof that is
required to become a Future Guarantor pursuant to paragraph (a) or (b) above to (1) execute and
deliver to the Trustee a supplemental indenture (in substantially the form attached hereto as
Exhibit D) pursuant to which such Subsidiary shall become a party to this Indenture and thereby
unconditionally guarantee all of the Company’s obligations under the Securities and this Indenture
on the terms set forth therein and (2) 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.



(d) 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 or
a majority 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 Debt of
the Company or any of its Subsidiaries; (ii) the release by the holders of the other Debt of the
Company of their guarantee of Debt by such Subsidiary (including any deemed release upon payment in
full of all obligations under such Debt), at such time as (A) no other Debt of the Company has been
guaranteed by such Subsidiary, or (B) the holders of all such other Debt 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 Debt); (iii) the
Company properly designating such Guarantor as a Non-Guarantor Restricted Subsidiary; provided that
such Restricted Subsidiary is not required to issue a Guarantee of the Securities pursuant to
paragraph (a) or (b) above; (iv) the Company properly designating such Subsidiary as an
Unrestricted Subsidiary in accordance with the applicable provisions of this Indenture; or (v) the
Company exercising its legal defeasance option or covenant defeasance option under Article Four or
the Company’s obligations under this Indenture being discharged in accordance with Section 1201.




	 	 	 	Section 1014. Purchase of Securities upon a Change of Control.





(a) If a Change of Control shall occur at any time, then each Holder shall have the right to
require that the Company purchase such Holder’s Securities in whole or in part in amounts of $2,000
or integral multiples of $1,000 in excess thereof, at a purchase price (the “Change of Control
Purchase Price”) in cash in an amount equal to 101% of the principal amount of such Securities,
plus accrued and unpaid interest, if any, to the date of purchase (the “Change of Control Purchase
Date”), pursuant to the offer described below in this Section 1014 (the “Change of Control Offer”)
and in accordance with the other procedures set forth in this Section 1014.



(b) Within 30 days of any Change of Control or, at the Company’s option, prior to such Change
of Control but after it is publicly announced, the Company shall notify the Trustee and give
written notice (a “Change of Control Purchase Notice”) of such Change of Control to each Holder, by
first-class mail, postage prepaid (or such other method prescribed by DTC or any other Depositary),
at his address appearing in the Security Register, stating among other things:




(1) that a Change of Control has occurred or will occur, the date of such
event, and that such Holder has the right to require the Company to repurchase such
Holder’s Securities at the Change of Control Purchase Price;




(2) the circumstances and relevant facts regarding such Change of Control
(including, but not limited to, information with respect to pro forma historical
income, cash flow and capitalization after giving effect to such Change of Control);




(3) that the Change of Control Offer is being made pursuant to this
Section 1014 and that all Securities properly tendered pursuant to the Change of
Control Offer will be accepted for payment at the Change of Control Purchase Price;




(4) the Change of Control Purchase Date, which shall be a Business Day no
earlier than 30 days nor later than 60 days from the date such notice is mailed, or
such later date as is necessary to comply with requirements under the Exchange Act;
provided that the Change of Control Purchase Date may not occur prior to the Change
of Control;




(5) the Change of Control Purchase Price;




(6) the names and addresses of the Paying Agent and the offices or agencies
referred to in Section 1002;




(7) that Securities must be surrendered on or prior to the Change of Control
Purchase Date to the Paying Agent at the office of the Paying Agent or to an office
or agency referred to in Section 1002 to collect payment;




(8) that the Change of Control Purchase Price for any Security which has been
properly tendered and not withdrawn will be paid promptly following the Change of
Control Purchase Date;




(9) the procedures that a Holder must follow to accept a Change of Control
Offer or to withdraw such acceptance;




(10) that any Security not tendered will continue to accrue interest; and




(11) that, unless the Company defaults in the payment of the Change of Control
Purchase Price, any Securities accepted for payment pursuant to the Change of
Control Offer shall cease to accrue interest after the Change of Control Purchase
Date.



(c) Upon receipt by the Company of the proper tender of Securities, the Holder of the Security
in respect of which such proper tender was made shall (unless the tender of such Security is
properly withdrawn) thereafter be entitled to receive solely the Change of Control Purchase Price
with respect to such Security. Upon surrender of any such Security for purchase in accordance with
the foregoing provisions, such Security shall be paid by the Company at the Change of Control
Purchase Price; provided, however, that installments of interest whose Stated Maturity is on or
prior to the Change of Control Purchase Date shall be payable to the Holders of such Securities, or
one or more Predecessor Securities, registered as such on the relevant Regular Record Dates
according to the terms and the provisions of Section 309. If any Security tendered for purchase in
accordance with the provisions of this Section 1014 shall not be so paid upon surrender thereof,
the principal thereof (and premium, if any, thereon) shall, until paid, bear interest from the
Change of Control Purchase Date at the rate borne by such Security. Holders electing to have
Securities purchased shall be required to surrender such Securities to the Paying Agent at the
address specified in the Change of Control Purchase Notice at least one Business Day prior to the
Change of Control Purchase Date. Any Security that is to be purchased only in part shall be
surrendered to a Paying Agent at the office of such Paying Agent (with, if the Company, the
Security Registrar or the Trustee so requires, due endorsement by, or a written instrument of
transfer in form satisfactory to the Company and the Security Registrar or the Trustee, as the case
may be, duly executed by, the Holder thereof or such Holder’s attorney duly authorized in writing),
and the Company shall execute and the Trustee shall authenticate and deliver to the Holder of such
Security, without service charge, one or more new Securities of any authorized denomination as
requested by such Holder in an aggregate principal amount equal to, and in exchange for, the
portion of the principal amount of the Security so surrendered that is not purchased.



(d) The Company shall (i) not later than the Change of Control Purchase Date, accept for
payment Securities or portions thereof tendered pursuant to the Change of Control Offer, (ii) not
later than 10:00 a.m. (New York time) on the Change of Control Purchase Date, deposit with the
Trustee or with a Paying Agent an amount of money in same day funds sufficient to pay the aggregate
Change of Control Purchase Price of all the Securities or portions thereof which are to be
purchased as of the Change of Control Purchase Date and (iii) not later than 10:00 a.m. (New York
time) on the Change of Control Purchase Date, deliver to the Paying Agent an Officer’s Certificate
stating the Securities or portions thereof accepted for payment by the Company. The Paying Agent
shall promptly mail or deliver to Holders of Securities so accepted payment in an amount equal to
the Change of Control Purchase Price of the Securities purchased from each such Holder, and the
Company shall execute and the Trustee shall promptly authenticate and mail or deliver to such
Holders a new Security equal in principal amount to any unpurchased portion of the Security
surrendered. Any Securities not so accepted shall be promptly mailed or delivered by the Paying
Agent at the Company’s expense to the Holder thereof. The Company shall publicly announce the
results of the Change of Control Offer on the Change of Control Purchase Date. For purposes of
this Section 1014, the Company shall choose a Paying Agent which shall not be the Company.



(e) A tender made in response to a Change of Control Purchase Notice may be withdrawn if the
Company receives, not later than one Business Day prior to the Change of Control Purchase Date, a
telex, facsimile transmission or letter, specifying, as applicable:




(1) the name of the Holder;




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




(3) the principal amount of the Security (which shall be an amount of $2,000 or
an integral multiple of $1,000 in excess thereof) delivered for purchase by the
Holder as to which such notice of withdrawal is being submitted;




(4) a statement that such Holder is withdrawing his election to have such
principal amount of such Security purchased; and




(5) the principal amount, if any, of such Security (which shall be an amount of
$2,000 or an integral multiple of $1,000 in excess thereof) that remains subject to
the original Change of Control Purchase Notice and that has been or will be
delivered for purchase by the Company.



(f) Subject to applicable escheat laws, the Trustee and the Paying Agent shall return to the
Company any cash that remains unclaimed, together with interest or dividends, if any, thereon, held
by them for the payment of the Change of Control Purchase Price; provided, however, that, (x) to
the extent that the aggregate amount of cash deposited by the Company pursuant to clause (ii) of
paragraph (d) above exceeds the aggregate Change of Control Purchase Price of the Securities or
portions thereof to be purchased, then the Trustee shall hold such excess for the Company and (y)
unless otherwise directed by the Company in writing, promptly after the Business Day following the
Change of Control Purchase Date the Trustee shall return any such excess to the Company together
with interest, if any, thereon.



(g) The Company shall comply, to the extent applicable, with the applicable tender offer
rules, including Rule 14e-1 under the Exchange Act, and any other applicable securities laws or
regulations in connection with a Change of Control Offer. To the extent that the provisions of any
securities laws or regulations conflict with Section 1014 hereof, the Company shall comply with the
applicable securities laws and regulations and shall not be deemed to have breached its obligations
under this Section 1014 hereof by virtue of such compliance.



(h) Notwithstanding the foregoing, the Company shall not be required to make a Change of
Control Offer upon a Change of Control if (x) a third party makes the Change of Control Offer, in
the manner, at the times and otherwise in compliance with the requirements set forth in this
Indenture applicable to a Change of Control Offer made by the Company and purchases all the
Securities validly tendered and not withdrawn under such Change of Control Offer or (y) a notice of
redemption has been given for all of the Securities pursuant to Article Eleven hereof, unless and
until there is a Default in payment of the applicable Redemption Price.



(i) If the Change of Control Purchase Date is on or after a Regular Record Date and on or
before the related Interest Payment Date, any accrued and unpaid interest, if any, to the Change of
Control Purchase Date, shall be paid to the Person in whose name a Security is registered at the
close of business on such Regular Record Date, and no additional interest shall be payable to
Holders pursuant to the Change of Control Offer.




	 	 	 	Section 1015. [RESERVED].






	 	 	 	Section 1016. Limitation on Dividends and Other Payment Restrictions Affecting
Subsidiaries.





The Company shall not, and shall not cause or permit any of its Restricted Subsidiaries to,
directly or indirectly, create or otherwise cause to exist or become effective any consensual
encumbrance or restriction on the ability of any Restricted Subsidiary to: (i) pay dividends or
make any other distribution on its Capital Stock, or any other interest or participation in or
measured by its profits, (ii) pay any Debt owed to the Company or any other Restricted Subsidiary,
(iii) make any Investment in the Company or any other Restricted Subsidiary, or (iv) transfer any
of its properties or assets to the Company or any other Restricted Subsidiary; except: (a) any
encumbrance or restriction pursuant to an agreement in effect on the Issue Date (including without
limitation the Credit Agreement and the U.K. Credit Agreement in effect on the Issue Date); (b) any
encumbrance or restriction, with respect to a Restricted Subsidiary that is not a Restricted
Subsidiary of the Company on the Issue Date, in existence at the time such Person becomes a
Restricted Subsidiary of the Company and not incurred in connection with, or in contemplation of,
such Person becoming a Restricted Subsidiary, provided that such encumbrances and restrictions are
not applicable to the Company or any Restricted Subsidiary or the properties or assets of the
Company or any Restricted Subsidiary other than such Subsidiary which is becoming a Restricted
Subsidiary; (c) customary provisions contained in an agreement that has been entered into for the
sale or other disposition of all or substantially all of the Capital Stock or assets of a
Restricted Subsidiary; provided, however, that the restrictions are applicable only to such
Restricted Subsidiary or assets; (d) any encumbrance or restriction existing under or by reason of
applicable law or any requirement of any regulatory body; (e) customary provisions restricting
subletting or assignment of any lease governing any leasehold interest of any Restricted
Subsidiary; (f) any encumbrance or restriction pursuant to agreements with Manufacturers,
dealerships or franchisees customary for agreements in the automobile industry; (g) any encumbrance
or restriction contained in any Purchase Money Obligations for property to the extent such
restriction or encumbrance restricts the transfer of such property; (h) any encumbrances or
restrictions in security agreements securing Debt of a Subsidiary (including any Inventory
Facility) (to the extent that such Liens are otherwise incurred in accordance with Section 1011)
that restrict the transfer of property subject to such agreements, provided that any such
encumbrance or restriction is released to the extent the underlying Lien is released or the related
Debt is repaid; (i) any encumbrance or restriction pursuant to Inventory Facilities customary for
inventory and floor plan financing in the automobile industry; (j) any encumbrance related to
assets acquired by or merged into or consolidated with the Company or any Restricted Subsidiary so
long as such encumbrance was not entered into in contemplation of the acquisition, merger or
consolidation transaction; (k) customary non-assignment provisions contained in (1) any lease
governing a leasehold interest or (2) any supply, license or other agreement entered into in the
ordinary course of business of the Company or any of its Restricted Subsidiaries; (l) Liens
securing Debt otherwise permitted to be incurred under the provisions of Section 1011 herein that
limit the right of the debtor to dispose of the assets subject to such Liens; (m) restrictions on
cash or other deposits or net worth imposed by customers under contracts entered into in the
ordinary course of business; (n) restrictions contained in other Debt or Preferred Stock of the
Company or any Restricted Subsidiary permitted to be incurred after the Issue Date pursuant to the
provisions of Section 1008 or other agreements arising in the ordinary course of business and not
related to Debt, provided that such restrictions shall not materially affect the ability of the
Company to make principal and interest payments on the Securities, as determined in good faith by a
senior officer or the Board of Directors of the Company; (o) any encumbrance or restriction
existing under any agreement that extends, renews, refinances or replaces the agreements containing
the encumbrances or restrictions in the foregoing clauses (a), (b), (j) and (p) or in this
clause (o), provided that the terms and conditions of any such encumbrances or restrictions are no
more restrictive in any material respect than those under or pursuant to the agreement evidencing
the Debt so extended, renewed, refinanced or replaced; (p) restrictions related solely to Foreign
Subsidiaries and created in connection with Debt of such Foreign Subsidiaries incurred pursuant to
clauses (xii) and (xx) of paragraph (b) of Section 1008 herein; (q) encumbrances pursuant to the
subordination provisions of any Debt permitted to be incurred by clause (v) of paragraph (b) of
Section 1008; and (r) customary provisions in joint venture agreements and other similar agreements
relating solely to such joint venture or similar entity.




	 	 	 	Section 1017. Limitation on Senior Subordinated Debt.





The Company shall not, and shall not permit or cause any Guarantor to, directly or indirectly,
incur or otherwise permit to exist any Debt that is subordinate in right of payment to any Debt of
the Company or such Guarantor, as the case may be, unless such Debt is also pari passu with the
Securities or the Guarantee of such Guarantor or subordinated in right of payment to the Securities
or such Guarantee at least to the same extent as the Securities or such Guarantee are subordinated
in right of payment to Senior Debt or such Guarantor’s Senior Guarantor Debt, as the case may be,
as set forth in this Indenture. For purposes of the foregoing, no Debt shall be deemed to be
subordinated in right of payment to any other Debt solely by virtue of being unsecured or secured
by a junior priority lien or by virtue of the fact that the holders of such Debt have entered into
intercreditor agreements or other arrangements giving one or more such holders priority over the
other holders in the collateral held by them.



	 	 	 
	Section 1018.

	 	[RESERVED].
	
 
	 	 
	Section 1019.

	 	Provision of Financial Statements.
	
 
	 	 






(a) Whether or not the Company is subject to Section 13(a) or 15(d) of the Exchange Act, the
Company shall deliver to the Trustee on behalf of, and upon request make available to, the Holders
of Securities, within 30 days after the date by which the Company would have been required by the
Commission’s rules and regulations to file such documents if the Company were so subject, copies of
all annual reports, quarterly reports and other documents which the Company would have been
required to file with the Commission pursuant to Sections 13(a) or 15(d) if the Company were so
subject; provided that any such reports and documents filed with the Commission pursuant to its
Electronic Data Gathering, Analysis and Retrieval system (or any successor system) shall be deemed
to be delivered to the Trustee and the Holders of Securities.



(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 under this Indenture (as
to which the Trustee is entitled to rely exclusively on Officer’s Certificates of the Company).
The Trustee may assume that any reports required to be filed under paragraph (a) above have been
filed with the Commission and shall have no obligation to verify any such filing.



(c) 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 shall 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 Company has either exchanged the Securities for securities identical in all material respects
which have been registered under the Securities Act or until such time as the Holders of Securities
have disposed of such Securities pursuant to an effective registration statement under the
Securities Act or until such time when the Holders of the Securities, 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.



(d) Any failure to comply with this Section 1019 shall be automatically cured when the Company
provides all required reports to the Trustee on behalf of the Holders of Securities.




	 	 	 	Section 1020. Statement by Officers as to Default.





(a) The Company shall deliver to the Trustee, on or before a date not more than 120 days after
the end of each fiscal year of the Company ending after the date hereof, an Officer’s Certificate
as to compliance herewith, including whether or not, after a review of the activities of the
Company during such year and of the Company’s performance under this Indenture, to the best
knowledge, based on such review, of the signatory thereof, the Company has fulfilled all of its
obligations in all material respects and is in compliance with all conditions and covenants under
this Indenture throughout such year in all material respects and, if there has been a Default
specifying each Default and the nature and status thereof and any actions being taken by the
Company with respect thereto.



(b) When any Default or Event of Default has occurred and is continuing, or if the Trustee or
any Holder or the trustee for or the holder of any other evidence of Debt of the Company or any
Subsidiary gives any notice or takes any other action with respect to a claimed default, the
Company shall deliver to the Trustee an Officer’s Certificate specifying such Default, Event of
Default, notice or other action, the status thereof and what actions the Company is taking or
proposes to take with respect thereto, within five Business Days after obtaining knowledge of such
Default or Event of Default.




	 	 	 	Section 1021. Waiver of Certain Covenants.





The Company may omit in any particular instance to comply with any covenant or condition set
forth in Sections 1008 through 1011, 1013 and 1016 through 1020, if, before or after the time for
such compliance, the Holders of not less than a majority in aggregate principal amount of the
Securities at the time Outstanding shall, by Act of such Holders, waive such compliance in such
instance with such covenant or provision, but no such waiver shall extend to or affect such
covenant or condition except to the extent so expressly waived, and, until such waiver shall become
effective, the obligations of the Company and the duties of the Trustee in respect of any such
covenant or condition shall remain in full force and effect.




	 	 	 	Section 1022. Effectiveness of Certain Covenants.





(a) If on any date following the Issue Date:




(1) the Securities are rated Baa3 or better by Moody’s and BBB- or better by
S&P (or, if either such entity ceases to rate the Securities for reasons outside of
the control of the Company, the equivalent investment grade credit rating from any
other “nationally recognized statistical rating organization” within the meaning of
Section 3(a)(62) of the Exchange Act selected by the Company as a replacement
agency); and




(2) no Default or Event of Default shall have occurred and be continuing,



then, beginning on that day and subject to the provisions of the following paragraph, the
provisions of this Indenture described under Sections 1008, 1009, 1010, 1012, 1016, 1017,
paragraphs (a), (b) and (c) of Section 1013 and clause (a)(iii) of Section 801 shall be suspended.



(b) During any period that the foregoing covenants have been suspended, the Board of
Directors of the Company may not designate any of the Company’s Subsidiaries as Unrestricted
Subsidiaries pursuant to the definition of “Unrestricted Subsidiaries.”



(c) Notwithstanding the foregoing, if the rating assigned by either such rating agency should
subsequently decline to below Baa3 or BBB-, respectively, the foregoing covenants shall be
reinstated as of and from the date of such rating decline. Any Debt incurred during the period
when the covenants are suspended shall be classified as having been incurred pursuant to paragraph
(a) of Section 1008 or one of the clauses of the paragraph (b) of such covenant. To the extent
such Debt would not be so permitted to be incurred, such Debt shall be deemed to have been
outstanding on the Issue Date, so that it is classified as permitted under clause (iv) of paragraph
(b) under Section 1008. Calculations under the reinstated Section 1009 shall be made as if Section
1009 had been in effect since the Issue Date. However, no Default or Event of Default shall be
deemed to have occurred as a result of any actions taken by the Company or its Restricted
Subsidiaries during the period when the covenants are suspended.



ARTICLE ELEVEN

REDEMPTION OF SECURITIES





	 	 	 	Section 1101. Rights of Redemption.





At any time prior to October 1, 2017, the Company may redeem the Securities, in whole or in
part, on not less than 30 nor more than 90 days’ prior notice to the Holders, in amounts of $2,000
or an integral multiple of $1,000 in excess thereof, at a redemption price equal to 100% of the
principal amount thereof plus the Applicable Premium as of, and accrued and unpaid interest
thereon, if any, to, the date of redemption (subject to the rights of Holders of record on relevant
Regular Record Dates and Special Record Dates to receive interest due on relevant Interest Payment
Dates and Special Payment Dates).



The Securities are subject to redemption at any time on or after October 1, 2017 at the option
of the Company, in whole or in part, subject to the conditions, and at the Redemption Prices,
specified in the form of Security, together with accrued and unpaid interest, if any, to the
Redemption Date (subject to the right of Holders of record on relevant Regular Record Dates and
Special Record Dates to receive interest due on relevant Interest Payment Dates and Special Payment
Dates).



In addition, at any time prior to October 1, 2015, the Company, at its option, may use the Net
Cash Proceeds of one or more Equity Offerings to redeem up to an aggregate of 40% of the aggregate
principal amount of the Securities issued under this Indenture at a redemption price equal to
105.75% of the aggregate principal amount of the Securities redeemed, plus accrued and unpaid
interest, if any, to the Redemption Date (subject to the rights of Holders of record on relevant
Regular Record Dates and Special Record Dates to receive interest due on an Interest Payment Date).
At least 60% of the aggregate principal amount of Securities issued under this Indenture shall
remain outstanding immediately after the occurrence of such redemption. In order to effect this
redemption, the Company must deliver a notice of redemption no later than 30 days after the closing
of the related Equity Offering and must complete such redemption within 90 days of the closing of
the Equity Offering.




	 	 	 	Section 1102. Applicability of Article.





Redemption of Securities at the election of the Company or otherwise, as permitted or required
by any provision of this Indenture, shall be made in accordance with such provision and this
Article Eleven.




	 	 	 	Section 1103. Election to Redeem; Notice to Trustee.





The election of the Company to redeem any Securities pursuant to Section 1101 shall be
evidenced by a Company Order and an Officer’s Certificate. In case of any redemption at the
election of the Company, the Company shall, not less than 45 nor more than 60 days prior to the
Redemption Date fixed by the Company (unless a shorter notice period shall be satisfactory to the
Trustee), notify the Trustee in writing of such Redemption Date and of the principal amount of
Securities to be redeemed.




	 	 	 	Section 1104. Selection by Trustee of Securities to Be Redeemed.





If less than all the Securities are to be redeemed, the Trustee shall select the particular
Securities on a pro rata basis, by lot or by any other method the Trustee shall deem fair and
reasonable; provided, that Securities redeemed in part shall be redeemed only in amounts of $2,000
or integral multiples of $1,000 in excess thereof (subject, in each instance if applicable, to the
procedures of DTC or any other Depositary).



The Trustee shall promptly notify the Company and the Security Registrar in writing of the
Securities selected for redemption and, in the case of any Securities selected for partial
redemption, the principal amount thereof to be redeemed.



For all purposes of this Indenture, unless the context otherwise requires, all provisions
relating to redemption of Securities shall relate, in the case of any Security redeemed or to be
redeemed only in part, to the portion of the principal amount of such Security which has been or is
to be redeemed.




	 	 	 	Section 1105. Notice of Redemption.





If the Company elects to redeem Securities pursuant to Section 1103, notice of redemption
shall be given by first-class mail, postage prepaid (or such other method prescribed by DTC or any
other Depositary), mailed not less than 30 days nor more than 90 days prior to the Redemption Date,
to each Holder of Securities to be redeemed, at its address appearing in the Security Register.



All notices of redemption shall state:



(a) the Redemption Date;



(b) the Redemption Price;



(c) if less than all Outstanding Securities are to be redeemed, the identification of the
particular Securities to be redeemed;



(d) in the case of a Security to be redeemed in part, the principal amount of such Security to
be redeemed and that after the Redemption Date upon surrender of such Security, new Security or
Securities in the aggregate principal amount equal to the unredeemed portion thereof shall be
issued;



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



(f) that, subject to any conditions precedent, on the Redemption Date the Redemption Price
shall become due and payable upon each such Security or portion thereof to be redeemed, and that
(unless the Company shall default in payment of the Redemption Price) interest thereon shall cease
to accrue on and after said date;



(g) the names and addresses of the Paying Agent and the offices or agencies referred to in
Section 1002 where such Securities are to be surrendered for payment of the Redemption Price;



(h) the CUSIP number, if any, relating to such Securities;



(i) the procedures that a Holder must follow to surrender the Securities to be redeemed; and



(j) any condition precedent to such redemption.



Notice of redemption of Securities to be redeemed at the election of the Company shall be
given by the Company or, at the Company’s written request, by the Trustee in the name and at the
expense of the Company. If the Company elects to give notice of redemption, it shall provide the
Trustee with a certificate stating that such notice has been given in compliance with the
requirements of this Section 1105.



The notice if mailed or otherwise delivered in the manner herein provided shall be
conclusively presumed to have been given, whether or not the Holder receives such notice. In any
case, failure to deliver such notice or any defect in the notice to the Holder of any Security
designated for redemption as a whole or in part shall not affect the validity of the proceedings
for the redemption of any other Security.




	 	 	 	Section 1106. Deposit of Redemption Price.





On or prior to any Redemption Date, the Company shall deposit with the Trustee or with a
Paying Agent (or, if the Company or any of its Affiliates is acting as Paying Agent, segregate and
hold in trust as provided in Section 1003) an amount of money in same day funds sufficient to pay
the Redemption Price of, and (except if the Redemption Date shall be an Interest Payment Date or
Special Payment Date) accrued interest on, all the Securities or portions thereof which are to be
redeemed on that date. The Paying Agent shall promptly mail or deliver to Holders of Securities so
redeemed payment in an amount equal to the Redemption Price of the Securities purchased from each
such Holder. All money, if any, earned on funds held in trust by the Trustee or any Paying Agent
shall be remitted to the Company. For purposes of this Section 1106, the Company shall choose a
Paying Agent which shall not be the Company.




	 	 	 	Section 1107. Securities Payable on Redemption Date.





(a) Subject to paragraph (b) below, notice of redemption having been given as aforesaid, the
Securities so to be redeemed shall, on the Redemption Date, become due and payable at the
Redemption Price therein specified and from and after such date (unless the Company shall default
in the payment of the Redemption Price and accrued interest) such Securities shall cease to bear
interest. Holders shall be required to surrender the Securities to be redeemed to the Paying Agent
at the address specified in the notice of redemption at least one Business Day prior to the
Redemption Date. Upon surrender of any such Security for redemption in accordance with said
notice, such Security shall be paid by the Company at the Redemption Price together with accrued
interest to the Redemption Date; provided, however, that installments of interest whose Stated
Maturity is on or prior to the Redemption Date shall be payable to the Holders of such Securities,
or one or more Predecessor Securities, registered as such on the relevant Regular Record Dates and
Special Record Dates according to the terms and the provisions of Section 309.



If any Security called for redemption shall not be so paid upon surrender thereof for
redemption, the principal and premium, if any, shall, until paid, bear interest from the Redemption
Date at the rate borne by such Security.



(b)  Notwithstanding anything to the contrary herein, any redemption of Securities may, at the
Company’s discretion, be subject to one or more conditions precedent, including, but not limited
to, completion of an Equity Offering, other offering or other corporate transaction or event.




	 	 	 	Section 1108. Securities Redeemed or Purchased in Part.





Any Security which is to be redeemed or purchased only in part shall be surrendered to the
Paying Agent at the office or agency maintained for such purpose pursuant to Section 1002 (with, if
the Company, the Security Registrar or the Trustee so requires, due endorsement by, or a written
instrument of transfer in form satisfactory to the Company, the Security Registrar or the Trustee,
as the case may be, duly executed by, the Holder thereof or such Holder’s attorney duly authorized
in writing), and the Company shall execute, and the Trustee shall authenticate and deliver to the
Holder of such Security without service charge, a new Security or Securities, of any authorized
denomination as requested by such Holder in aggregate principal amount equal to, and in exchange
for, the unredeemed portion of the principal of the Security so surrendered that is not redeemed or
purchased, provided that each new Security shall be in a principal amount of $2,000 or any integral
multiple of $1,000 in excess thereof.



ARTICLE TWELVE

SATISFACTION AND DISCHARGE





	 	 	 	Section 1201. 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




(1) all such Securities previously authenticated and delivered (except
(i) lost, stolen or destroyed Securities which have been replaced or paid as
provided in Section 308 or (ii) 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 Section 1003)
have been delivered to the Trustee for cancellation; or




(2) all Securities not previously delivered to the Trustee for cancellation
(i) have become due and payable by reason of the mailing of a notice of redemption
or otherwise, (ii) will become due and payable at their Stated Maturity within one
year or (iii) have been or 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;




and the Company or any Guarantor has irrevocably deposited or caused to be deposited
with the Trustee as trust funds in trust an amount in United States dollars
sufficient to pay and discharge the entire Debt on the Securities not theretofore
delivered to the Trustee for cancellation, including the principal of, premium, if
any, and accrued interest on, such Securities at such Maturity, Stated Maturity or
Redemption Date;



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



(c) the Company has delivered to the Trustee an Officer’s Certificate and an Opinion of
Independent Counsel reasonably satisfactory to the Trustee each stating that (i) all conditions
precedent herein relating to the satisfaction and discharge hereof have been complied with and (ii)
such satisfaction and discharge will not result in a breach or violation of, or constitute a
default under, this Indenture (other than that resulting from the borrowing of funds to be applied
to make such deposit and any similar and simultaneous deposit relating to other Debt and, in each
case, the granting of Liens in connection therewith) 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
(except for such agreements or instruments which will be terminated or otherwise discharged
substantially contemporaneously with, other than with respect to notice provisions, such deposit).



Notwithstanding the satisfaction and discharge hereof, the obligations of the Company to the
Trustee under Section 607 and, if United States dollars shall have been deposited with the Trustee
pursuant to subclause (2) of clause (a) of this Section 1201, the obligations of the Trustee under
Section 1202 and the last paragraph of Section 1003 shall survive.




	 	 	 	Section 1202. Application of Trust Money.





Subject to the provisions of the last paragraph of Section 1003, all United States dollars
deposited with the Trustee pursuant to Section 1201 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 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.



ARTICLE THIRTEEN

GUARANTEES





	 	 	 	Section 1301. Guarantors’ Guarantee.





For value received, each of the Guarantors, in accordance with this Article Thirteen, 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 fees, expenses and indemnities owed to the Trustee under Section 607).




	 	 	 	Section 1302. 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 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
shall 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 106 hereof.



(e) Except as provided herein, the provisions of this Article Thirteen 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 1303. 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 Debt 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;



(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) the 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 1314, 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
voluntary or involuntary) or of any Guarantor (whether voluntary or involuntary) or the loss of
corporate existence;



(o) subject to Section 1314, 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 1304. 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 Thirteen, 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 Thirteen, shall 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 1305. 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 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:




(i) 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;




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




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




(iv) 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 1306. 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 Thirteen 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, or such earlier time as Section 402
shall apply to the Securities and the Guarantors shall be responsible for the payment thereof to
the Trustee or the Holders upon demand.




	 	 	 	Section 1307. Fraudulent Conveyance; Contribution; Subrogation.





(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.



(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 Thirteen until payment in full of all Indenture Obligations.




	 	 	 	Section 1308. Guarantee Is in Addition to Other Security.





This Guarantee shall be in addition to and not in substitution for any other guarantees or
other security 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 other security 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 1309. Release of Security Interests.





Without limiting the generality of the foregoing and except as otherwise provided in this
Indenture, each Guarantor hereby consents and agrees, to the fullest extent permitted by applicable
law, that the rights of the Trustee hereunder, and the liability of the Guarantors hereunder, shall
not be affected by any and all releases for any purpose of any collateral, if any, from the Liens
and security interests created by any collateral document and that this Guarantee shall continue to
be effective or be reinstated, as the case may be, if at any time any payment of any of the
Indenture Obligations is rescinded or must otherwise be returned by the Trustee upon the
insolvency, bankruptcy or reorganization of the Company or otherwise, all as though such payment
had not been made.




	 	 	 	Section 1310. No Bar to Further Actions.





Except as provided by law, no action or proceeding brought or instituted under
Article Thirteen 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 Article Thirteen and this
Guarantee by reason of any further default or defaults under Article Thirteen and this Guarantee or
in the payment of any of the Indenture Obligations owing by the Company.




	 	 	 	Section 1311. 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 Thirteen 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 Thirteen shall limit the right of the Trustee or the
Holders to take any action to accelerate the maturity of the Securities pursuant to Article Five or
to pursue any rights or remedies hereunder or under applicable law.




	 	 	 	Section 1312. Trustee’s Duties, Notice to Trustee.





(a) Any provision in this Article Thirteen 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 1313. Successors and Assigns.





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




	 	 	 	Section 1314. 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 Thirteen. 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 1013(d).




	 	 	 	Section 1315. Execution of Guarantee.





(a) To evidence the Guarantee, each Guarantor hereby agrees to execute



the guarantee substantially in the form set forth in Section 204, 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, facsimile, .pdf attachment or
other electronically transmitted signature.



(b) Any Person that was not a Guarantor on the Issue Date may become a Guarantor by executing
and delivering to the Trustee (i) a supplemental indenture in substantially the form attached
hereto as Exhibit D, which subjects such Person to the provisions (including the representations
and warranties) of this Indenture as a Guarantor, (ii) an Officer’s Certificate, 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 1316. Guarantee Subordinate to Senior Debt.





Each Guarantor covenants and agrees, and each Holder of a Guarantee, by its acceptance
thereof, likewise covenants and agrees, that, to the extent and in the manner hereinafter set forth
in this Article, the payment of the Indenture Obligations are hereby expressly made subordinate and
junior and subject in right of payment as provided in this Article to the prior payment in full in
cash (or as otherwise agreed to by the holders of Senior Guarantor Debt) of all Senior Guarantor
Debt.



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




	 	 	 	Section 1317. Payment Over of Proceeds Upon Dissolution of the Guarantor, etc.





In the event of (a) 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 (b) any liquidation, dissolution or other winding up of any Guarantor, whether voluntary
or involuntary, or (c) 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 Debt shall first
be paid in full in cash (or as otherwise agreed to by the holders of Senior Guarantor Debt) 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 Sections 402 and 403 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 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 Debt or their representative or
representatives or to the trustee or trustees under any indenture under which any instruments
evidencing any of such Senior Guarantor Debt may have been issued, ratably according to the
aggregate amounts remaining unpaid on account of the Senior Guarantor 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 Guarantor Debt) of all Senior Guarantor Debt remaining unpaid, after giving
effect to any concurrent payment or distribution to the holders of such Senior Guarantor Debt; and



(3) in the event that, notwithstanding the foregoing provisions of this Section, 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 Debt is paid in full in cash (or as
otherwise agreed to by holders of Senior Guarantor Debt), 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 Debt for
application to the payment of all Senior Guarantor Debt remaining unpaid, to the extent necessary
to pay all Senior Guarantor Debt in full in cash (or as otherwise agreed to by the holders of
Senior Guarantor Debt) after giving effect to any concurrent payment or distribution to or for the
holders of Senior Guarantor Debt.



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 Eight 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 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 Eight.




	 	 	 	Section 1318. Default on Senior Guarantor Debt.





(a) Upon the maturity of any Senior Guarantor Debt 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
Debt) 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 1317 shall
be applicable, while any Payment Default (as defined in Section 1403(a) of this Indenture) exists
or during any Payment Blockage Period in effect under Sections 1403(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,
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 Debt (pro rata to such
holders) or their respective Senior Representatives, as their interests may appear, for application
to the Senior Guarantor Debt until the Senior Guarantor Debt has been paid in full in cash (or as
otherwise agreed by the holders of Senior Guarantor Debt).




	 	 	 	Section 1319. Payment Permitted by Each of the Guarantors if No Default.





Nothing contained in this Article, 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 liabilities of such Guarantor referred to in Section 1317 or under the
conditions described in Section 1318, from making payments at any time on its Guarantee.




	 	 	 	Section 1320. Subrogation to Rights of Holders of Senior Guarantor Debt.





After the payment in full of all Senior Guarantor Debt in cash (or as otherwise agreed by
holders of Senior Guarantor Debt), the Holders of the Securities shall be subrogated to the rights
of the holders of such Senior Guarantor Debt to receive payments and distributions of cash,
property and securities applicable to the Senior Guarantor Debt 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 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, and no payments over pursuant to the provisions of this Article to the
holders of Senior Guarantor Debt by Holders of the Securities or the Trustee, shall, as among any
Guarantor, its creditors other than holders of Senior Guarantor Debt, 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 Debt.




	 	 	 	Section 1321. Provisions Solely to Define Relative Rights.





The provisions of Sections 1316 through 1329 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 Debt on the other hand. Nothing contained in this Article 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 Debt 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 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 of the holders of Senior Guarantor
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 Guarantors referred to in
Section 1317, 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 1318, to prevent any payment prohibited by such Section or enforce
their rights pursuant to Section 1318(c).




	 	 	 	Section 1322. 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 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
Debt 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 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
Holders of said Securities. Nothing herein contained shall be deemed to authorize the Trustee or
the holders of Senior Guarantor Debt 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 Debt or their Senior Representatives to vote in respect
of the claim of any Holder in any such proceeding.




	 	 	 	Section 1323. No Waiver of Subordination Provisions.





(a) No right of any present or future holder of any Senior Guarantor 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 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 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 or the
obligations hereunder of the Holders of the Securities to the holders of Senior Guarantor 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 Guarantor Debt or any instrument evidencing the same
or any agreement under which Senior Guarantor Debt is or may be outstanding; (2) sell, exchange,
release or otherwise deal with any property pledged, mortgaged or otherwise securing Senior
Guarantor Debt; (3) release any Person liable in any manner from the collection or payment of
Senior Guarantor Debt; 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 Five 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.




	 	 	 	Section 1324. 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 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 Debt 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 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 on any Security), then, anything herein contained
to the contrary notwithstanding but without limiting the rights and remedies of the holders of
Senior Guarantor Debt 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 601, 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 Debt or a holder of Senior Guarantor Debt
(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 Debt (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 Debt to participate in any payment or distribution pursuant to this
Article, the Trustee may request such Person to furnish evidence to the reasonable satisfaction of
the Trustee as to the amount of Senior Guarantor 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, 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 1325. Reliance on Judicial Orders or Certificates.





Upon any payment or distribution of assets of any Guarantor referred to in this Article, 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 Debt and other Debt 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, provided that the foregoing shall
apply only if such court has been fully apprised of the provisions of this Article.




	 	 	 	Section 1326. Rights of Trustee as a Holder of Senior Guarantor Debt; Preservation of
Trustee’s Rights.





The Trustee in its individual capacity shall be entitled to all the rights set forth in this
Article with respect to any Senior Guarantor Debt which may at any time be held by it, to the same
extent as any other holder of Senior Guarantor Debt, and nothing in this Indenture shall deprive
the Trustee of any of its rights as such holder. Nothing in Sections 1316 through 1325 of this
Article shall apply to claims of, or payments to, the Trustee under or pursuant to Section 607.
Notwithstanding any provision of this Article 13, the Trustee shall have no obligation to hold in
trust, pay over and deliver any payment or distribution not in its possession.




	 	 	 	Section 1327. 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 1326 shall not apply to the Company or any Affiliate of the Company if it or such Affiliate
acts as Paying Agent.




	 	 	 	Section 1328. No Suspension of Remedies.





Nothing contained in this Article 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 Five
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 Guarantor Debt
to receive the cash, property or securities receivable upon the exercise of such rights or
remedies.




	 	 	 	Section 1329. Trustee’s Relation to Senior Guarantor Debt.





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



ARTICLE FOURTEEN

SUBORDINATION OF SECURITIES





	 	 	 	Section 1401. Securities Subordinate to Senior Debt.





The Company covenants and agrees, and each Holder of a Security, by its acceptance thereof,
likewise covenants and agrees, that, to the extent and in the manner hereinafter set forth in this
Article, the payment of the Indenture Obligations are hereby expressly made subordinate and junior
and subject in right of payment as provided in this Article to the prior payment in full in cash
(or as otherwise agreed to by the holders of Senior Debt) of all Senior Debt.



This Article Fourteen 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 1402. Payment Over of Proceeds Upon Dissolution, etc.





(1) In the event of (a) 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 (b) any liquidation, dissolution or other winding up of the
Company, whether voluntary or involuntary, or whether or not involving insolvency or bankruptcy, or
(c) 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, defeasance or other acquisition of, or in respect of,
the Indenture Obligations (other than amounts previously set aside with the Trustee, or payments
previously made or set aside, in either case, pursuant to the provisions of Sections 402 and 403 of
this Indenture);



(2) any payment or distribution of assets of the Company of any kind or character, whether in
cash, property or securities (other than Permitted Junior Payments), by set-off or otherwise, to
which the Holders or the Trustee would be entitled but for the provisions of this Article 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



(3) in the event that, notwithstanding the foregoing provisions of this Section, 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 Eight 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 Eight.




	 	 	 	Section 1403. Suspension of Payment When Designated Senior Debt in Default.





(a) Unless Section 1402 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 402 or 403 of this Indenture) or distribution of any assets of the
Company or any Subsidiary of any kind or character (excluding Permitted Junior Payments) may be
made by the Company or any Subsidiary 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 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 Fourteen) resume making any and all required payments in respect
of the Indenture Obligations, including any missed payments.



(b) Unless Section 1402 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 a Responsible Officer of the Trustee (i) if
Debt is outstanding under the Credit Agreement, from the agent thereunder and (ii) if no Debt 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 402 or 403 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 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 and 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 shall
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 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 1404. Payment Permitted if No Default.





Nothing contained in this Article, 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 1402 or under the
conditions described in Section 1403, from making payments at any time of principal of, premium, if
any, or interest on the Securities.




	 	 	 	Section 1405. 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 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, and no payments over pursuant
to the provisions of this Article 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 1406. Provisions Solely to Define Relative Rights.





The provisions of this Article 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 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 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 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 1402, 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 1403, to prevent any payment prohibited by such Section or enforce
their rights pursuant to Section 1403(d).




	 	 	 	Section 1407. 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 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 the Company whether in bankruptcy, insolvency,
receivership proceedings, or otherwise, the timely filing of a claim for the unpaid balance of the
Debt 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 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 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 1408. 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.



(b) Without limiting the generality of paragraph (a) of this Section, 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 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 Five 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.




	 	 	 	Section 1409. 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 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 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 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 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 601, 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, 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, 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 1410. Reliance on Judicial Orders or Certificates.





Upon any payment or distribution of assets of the Company referred to in this Article, 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 Debt 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, provided that the foregoing shall apply only if such court has been
fully apprised of the provisions of this Article.




	 	 	 	Section 1411. 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 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 shall apply to claims of, or payments to, the
Trustee under or pursuant to Section 607. Notwithstanding any provision of this Article Fourteen,
the Trustee shall have no obligation to hold in trust, pay over and deliver any payment or
distribution not in its possession.




	 	 	 	Section 1412. 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 1411 shall not apply to the Company or any Affiliate of the Company if it or such Affiliate
acts as Paying Agent.




	 	 	 	Section 1413. No Suspension of Remedies.





Nothing contained in this Article 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 Five
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 1414. 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, and no
implied covenants or obligations with respect to the holders of Senior Debt shall be read into this
Article against the Trustee. The Trustee shall not be deemed to owe any fiduciary duty to the
holders of Senior Debt.



[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

* * *




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



	 	 	 
	PENSKE AUTOMOTIVE GROUP, INC.

	By:

	 	/s/ David Jones                                         
	
 
	 	 







	 	 	Name: David Jones






Title: Executive Vice President and Chief




Financial Officer




	 	 	 	THE
GUARANTORS:






ATLANTIC AUTO FUNDING CORPORATION




ATLANTIC AUTO SECOND FUNDING CORPORATION




ATLANTIC AUTO THIRD FUNDING CORPORATION




AUTO MALL PAYROLL SERVICES, INC.




AUTOMOTIVE MEDIA HOLDINGS, LLC




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 SPECIAL ADVERTISING, INC.




CLASSIC SPECIAL AUTOMOTIVE GP, LLC




CLASSIC SPECIAL, LLC




CLASSIC TURNERSVILLE, INC.




COVINGTON PIKE DODGE, INC.




CYCLE HOLDINGS, LLC




DAN YOUNG CHEVROLET, INC.




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




HBL, LLC




HT AUTOMOTIVE, LLC




JS IMPORTS, LLC




KMPB, LLC




KMT/UAG, INC.




LANDERS AUTO SALES, LLC




LANDERS BUICK-PONTIAC, INC.




LANDERS FORD NORTH, INC.




LANDERS PENSKE AUTOMOTIVE GROUP NO. 2, INC.




LATE ACQUISITION I, LLC




LATE ACQUISITION II, 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.




PAG ACQUISITION 27, LLC




PAG ACQUISITION 28, LLC




PAG ACQUISITION 32, LLC




PAG ACQUISITION 33, LLC




PAG ACQUISITION 35, LLC




PAG ACQUISITION 36, LLC




PAG ACQUISITION 37, LLC




PAG ACQUISITION 38, LLC




PAG ACQUISITION 39, LLC




PAG ACQUISITION 40, LLC




PAG ACQUISITION 41, LLC




PAG ARKANSAS F1, LLC




PAG ARKANSAS F2, LLC




PAG ARKANSAS MIT, LLC




PAG ATLANTA MANAGEMENT, INC.




PAG AUSTIN H1, LLC




PAG AUSTIN S1, LLC




PAG AVONDALE H1, LLC




PAG BEDFORD A1, LLC




PAG BEDFORD P1, LLC




PAG BEDFORD PROPERTIES, LLC




PAG CHANTILLY M1, LLC




PAG CLOVIS T1, INC.




PAG DISTRIBUTOR S1, LLC




PAG GOODYEAR F1, LLC




PAG GREENWICH M1, LLC




PAG INVESTMENTS, LLC




PAG MARIN M1, INC.




PAG MENTOR A1, INC.




PAG MICHIGAN HOLDINGS, LLC




PAG MICHIGAN S1, LLC




PAG NORTH SCOTTSDALE BE, LLC




PAG NORTHERN CALIFORNIA MANAGEMENT, INC.




PAG ONTARIO B1, INC.




PAG ORANGE COUNTY MANAGEMENT CO., INC.




PAG ORANGE COUNTY RR1, INC.




PAG ORLANDO GENERAL, INC.




PAG ORLANDO LIMITED, INC.




PAG SAN DIEGO M1, LLC




PAG SAN FRANCISCO N1, INC.




PAG SAN JOSE S1, INC.




PAG SANTA ANA AVW, INC.




PAG SANTA ANA B1, INC.




PAG TEMPE M1, LLC




PAG TEXAS MANAGEMENT COMPANY, LLC




PAG TURNERSVILLE AU, LLC




PAG WEST ACQUISITION 7, INC.




PAG WEST ACQUISITION 8, INC.




PAG WEST ACQUISITION 9, INC.




PAG WEST BAY MIT, LLC




PAG WEST, LLC




PALM AUTO PLAZA, LLC




PEACHTREE NISSAN, INC.




PENSKE CAR RENTAL MEMPHIS, LLC




PENSKE DIRECT, LLC




PENSKE WHOLESALE OUTLET, LLC




PETER PAN MOTORS, INC.




PMRC, LLC




RELENTLESS PURSUIT ENTERPRISES, INC.




SA AUTOMOTIVE, LTD.




SAU AUTOMOTIVE, LTD.




SCOTTSDALE 101 MANAGEMENT, LLC




SCOTTSDALE FERRARI, LLC




SCOTTSDALE JAGUAR, LTD.




SCOTTSDALE MANAGEMENT GROUP, LTD.




SCOTTSDALE PAINT & BODY, LLC




SDG AUTOMOTIVE INVESTMENTS, LLC




SIGMA MOTORS, INC.




SK MOTORS, LLC




SL AUTOMOTIVE, LLC




SOMERSET MOTORS, INC.




SUN MOTORS, LLC




TAMBURRO ENTERPRISES, INC.




TRI-CITY LEASING, INC.




TURNERSVILLE AUTO OUTLET, LLC




UAG ARKANSAS FLM, LLC




UAG ATLANTA H1, LLC




UAG ATLANTA IV MOTORS, INC.




UAG CAPITOL, INC.




UAG CAROLINA, INC.




UAG CENTRAL NJ, LLC




UAG CENTRAL REGION MANAGEMENT, LLC




UAG CHANTILLY AU, 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




UAG FINANCE COMPANY, INC.




UAG GRACELAND II, INC.




UAG HUDSON CJD, LLC




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 MANAGEMENT, INC.




UAG MENTOR ACQUISITION, LLC




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 MINNEAPOLIS B1, LLC




UAG NANUET II, LLC




UAG NEVADA LAND, LLC




UAG NORTHEAST, LLC




UAG PHOENIX VC, LLC




UAG REALTY, LLC




UAG ROYAL PALM M1, 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 SPRING, LLC




UAG STEVENS CREEK II, INC.




UAG SUNNYVALE, INC.




UAG TEXAS II, INC.




UAG TEXAS, LLC




UAG TULSA HOLDINGS, LLC




UAG TURNERSVILLE MOTORS, LLC




UAG TURNERSVILLE REALTY, 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 YOUNG II, INC.




UAG-CARIBBEAN, INC.




UNITED AUTOCARE PRODUCTS, LLC




UNITED AUTO LICENSING, LLC




UNITED AUTO SCOTTSDALE PROPERTY HOLDINGS, LLC




UNITED FORD BROKEN ARROW, LLC




UNITED FORD NORTH, LLC




UNITED NISSAN, INC.




UNITED NISSAN, INC. (A TENNESSEE CORPORATION)




UNITED RANCH AUTOMOTIVE, LLC




UNITEDAUTO DODGE OF SHREVEPORT, INC.




UNITEDAUTO FIFTH FUNDING INC.




UNITEDAUTO FINANCE, INC.




UNITEDAUTO FOURTH FUNDING INC.




WEST PALM AUTO MALL, INC.




WEST PALM NISSAN, LLC




WEST PALM S1, LLC




WESTBURY SUPERSTORE, LTD.




YOUNG MANAGEMENT GROUP, INC.




	 	 	 	By:
/s/ David
Jones                                         






	 	 	Its:
Assistant Treasurer






COUNTY AUTO GROUP PARTNERSHIP




OCT PARTNERSHIP




HUDSON MOTORS PARTNERSHIP




SOMERSET MOTORS PARTNERSHIP




DANBURY AUTO PARTNERSHIP




DIFEO HYUNDAI PARTNERSHIP




DIFEO NISSAN PARTNERSHIP




DIFEO CHRYSLER PLYMOUTH JEEP EAGLE PARTNERSHIP



	 	 	 
	DIFEO TENAFLY PARTNERSHIP

	DIFEO LEASING PARTNERSHIP

	By:

Its:

By:

Its:

	 	DIFEO PARTNERSHIP, LLC

General Partner

PENSKE AUTOMOTIVE GROUP, INC.

Sole Member







	 	 	 	By:
/s/ David
Jones                                         






	 	 	Its:
Executive Vice President and Chief Financial
Officer





	 	 	 
	WTA MOTORS, LTD.

	By:

Its:

By:

Its:

	 	Late Acquisition II, LLC

General Partner

PENSKE AUTOMOTIVE GROUP, INC.

Sole Member







	 	 	 	By:
/s/ David
Jones                                         






	 	 	Its:
Executive Vice President and Chief Financial
Officer




7









	 	 	 
	UAG HOUSTON ACQUISITION, Ltd.

	By:

Its:

By:

Its:

By:

	 	UAG TEXAS II, Inc.

General Partner

PENSKE AUTOMOTIVE GROUP, INC.

Sole Shareholder

/s/ David Jones                                         
	
 
	 	 







	 	 	Its:
Executive Vice President and Chief Financial
Officer





	 	 	 
	UAG GD, Ltd.

	UAG GN, Ltd.

	UAG GP, Ltd.

	UAG GW, Ltd.

	By:

Its:

By:

Its:

By:

Its:

By:

	 	UAG HOUSTON ACQUISITION, Ltd.

General Partner

UAG TEXAS II, Inc.

General Partner

PENSKE AUTOMOTIVE GROUP, INC.

Sole Shareholder

/s/ David Jones                                         
	
 
	 	 







	 	 	Its:
Executive Vice President and Chief Financial
Officer




8










CLASSIC SPECIAL HYUNDAI, LTD.




CLASSIC OLDSMOBILE-PONTIAC-GMC, LTD.



	 	 	 
	CLASSIC SPECIAL AUTOMOTIVE, LTD.

	HILL COUNTRY IMPORTS, LTD.

	By:

Its:

By:

Its:

By:

Its:

By:

	 	TAMBURRO ENTERPRISES, INC.

General Partner

PAG West, LLC

Sole Shareholder

PENSKE AUTOMOTIVE GROUP, INC.

Sole Member

/s/ David Jones                                         
	
 
	 	 







	 	 	Its:
Executive Vice President and Chief Financial
Officer






D. YOUNG CHEVROLET, LLC



	 	 	 
	DAN YOUNG MOTORS, LLC

	PAG EAST, LLC

	 	

	UAG OLDSMOBILE OF INDIANA, LLC

	YOUNG AUTOMOTIVE HOLDINGS, LLC

	By:

Its:

By:

Its:

By:

	 	PENSKE AUTOMOTIVE GROUP, INC.

MEMBER

UAG YOUNG II, INC.

MEMBER

/s/ David Jones                                         
	
 
	 	 







	 	 	Its:
Executive Vice President and Chief Financial
Officer




9









	 	 	 
	PAG ORLANDO PARTNERSHIP, LTD.

	By:

Its:

By:

Its:

By:

Its:

By:

	 	PAG ORLANDO GENERAL, INC.

General Partner

UAG KISSIMMEE MOTORS, INC.

Sole Shareholder

PENSKE AUTOMOTIVE GROUP, INC.

Sole Member

/s/ David Jones                                         
	
 
	 	 







	 	 	Its:
Executive Vice President and Chief Financial
Officer




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The Bank of New York Mellon Trust Company, N.A., as
trustee




	 	 	 	By:
/s/ Lawrence M.
Kusch                                    






	 	 	Name: Lawrence M. Kusch

Title: Vice President





EXHIBIT A




REGULATION S CERTIFICATE

(to be executed by the transferor for transfers in accordance with Regulation S pursuant to

§ 307(a)(i) of the Indenture)




[TRUSTEE INFORMATION]




	 	 	 	Re: 5.75% Senior Subordinated Notes due 2022 of Penske Automotive Group,
Inc. (the “Securities”)





Reference is made to the Indenture, dated as of August 28, 2012 (the “Indenture”), among
Penske Automotive Group, Inc., a Delaware corporation (the “Company”), the Guarantors and The Bank
of New York Mellon Trust Company, N.A., as Trustee. Terms used herein and defined in the Indenture
or in Regulation S or Rule 144 under the U.S. Securities Act of 1933 (the “Securities Act”) are
used herein as so defined.



This certificate relates to US$        principal amount of Securities, which are evidenced
by the following certificate(s) (the “Specified Securities”):



CUSIP No(s).



CERTIFICATE No(s).



The person in whose name this certificate is executed below (the “Undersigned”) hereby
certifies that either (i) it is the sole beneficial owner of the Specified Securities or (ii) it is
acting on behalf of all the beneficial owners of the Specified Securities and is duly authorized by
them to do so. Such beneficial owner or owners are referred to herein collectively as the “Owner.”
The Specified Securities are represented by a Global Security and are held through the Depositary
or an Agent Member in the name of the Undersigned, as or on behalf of the Owner.



The Owner has requested that the Specified Securities be transferred to a person (the
“Transferee”) who will take delivery in the form of a Regulation S Global Security. In connection
with such transfer, the Owner hereby certifies that, unless such transfer is being effected
pursuant to an effective registration statement under the Securities Act, it is being effected in
accordance with Rule 904 or Rule 144 under the Securities Act and with all applicable securities
laws of the states of the United States and other jurisdictions. Accordingly, the Owner hereby
further certifies as follows:




(1) Rule 904 Transfers. If the transfer is being effected in
accordance with Rule 904:




(A) the Owner is not a distributor of the Securities or an Affiliate of
any such distributor or a person acting on behalf of any of the foregoing;




(B) the offer of the Specified Securities was not made to a person in
the United States;




(C) either:




(i) at the time the buy order was originated, the Transferee was
outside the United States or the Owner and any person acting on its
behalf reasonably believed that the Transferee was outside the United
States, or




(ii) the transaction is being executed in, on or through the
facilities of the Eurobond market, as regulated by the Association of
International Bond Dealers, or another designated offshore securities
market and neither the Owner nor any person acting on its behalf
knows that the transaction has been prearranged with a buyer in the
United States;




(D) no directed selling efforts have been made in the United States by
or on behalf of the Owner or any affiliate thereof;




(E) if the Owner is a dealer in securities or has received a selling
concession, fee or other remuneration in respect of the Specified
Securities, and the transfer is to occur during the Restricted Period, then
the requirements of Rule 904(c)(1) have been satisfied; and




(F) the transaction is not part of a plan or scheme to evade the
registration requirements of the Securities Act.




(2) Rule 144 Transfers. If the transfer is being effected pursuant to
Rule 144:




(A) the transfer is occurring after a holding period of at least one
year (computed in accordance with paragraph (d) of Rule 144) has elapsed
since the Specified Securities were last acquired from the Company or from
an affiliate of the Company, whichever is later, and is being effected in
accordance with the applicable amount, manner of sale and notice
requirements of Rule 144; or




(B) the transfer is occurring after a holding period of at least one
year has elapsed since the Specified Securities were last acquired from the
Company or from an affiliate of the Company, whichever is later, and the
Owner is not, and during the preceding three months has not been, an
affiliate of the Company.



This certificate and the statements contained herein are made for your benefit and the benefit
of the Company and the Initial Purchasers.



Dated:




(Print the name of the Undersigned, as such term
is defined in the second paragraph of this
certificate.)




	 	 	 	By:






Name:


Title:




(If the Undersigned is a corporation, partnership or
fiduciary, the title of the person signing on behalf
of the Undersigned must be stated.)



EXHIBIT B




RULE 144A CERTIFICATE

(to be executed by the transferor in connection with transfers pursuant to Rule 144A

pursuant to § 307(a)(ii) of the Indenture)




[TRUSTEE INFORMATION]




	 	 	 	Re: 5.75% Senior Subordinated Notes due 2022 of
Penske Automotive Group, Inc. (the “Securities”)





Reference is made to the Indenture, dated as of August 28, 2012 (the “Indenture”), among
Penske Automotive Group, Inc., a Delaware corporation (the “Company”), the Guarantors and The Bank
of New York Mellon Trust Company, N.A., as Trustee. Terms used herein and defined in the Indenture
or in Regulation S or Rule 144 under the U.S. Securities Act of 1933 (the “Securities Act”) are
used herein as so defined.



This certificate relates to US$      principal amount of Securities, which are evidenced
by the following certificate(s) (the “Specified Securities”):




CUSIP No(s).




ISIN No(s). If any.




CERTIFICATE No(s).



The person in whose name this certificate is executed below (the “Undersigned”) hereby
certifies that either (i) it is the sole beneficial owner of the Specified Securities or (ii) it is
acting on behalf of all the beneficial owners of the Specified Securities and is duly authorized by
them to do so. Such beneficial owner or owners are referred to herein collectively as the “Owner.”
The Specified Securities are represented by a Global Security and are held through the Depositary
or an Agent Member in the name of the Undersigned, as or on behalf of the Owner.



The Owner has requested that the Specified Securities be transferred to a person (the
“Transferee”) who will take delivery in the form of a Restricted Security. In connection with such
transfer, the Owner hereby certifies that, unless such transfer is being effected pursuant to an
effective registration statement under the Securities Act, it is being effected in accordance with
Rule 144A or Rule 144 under the Securities Act and all applicable securities laws of the states of
the United States and other jurisdictions. Accordingly, the Owner hereby further certifies as
follows:




(1) Rule 144A Transfers. If the transfer is being effected in
accordance with Rule 144A:




(A) the Specified Securities are being transferred to a person that the
Owner and any person acting on its behalf reasonably believe is a “qualified
institutional buyer” within the meaning of Rule 144A, acquiring for its own
account or for the account of a qualified institutional buyer; and




(B) the Owner and any person acting on its behalf have taken reasonable
steps to ensure that the Transferee is aware that the Owner may be relying
on Rule 144A in connection with the transfer; and




(2) Rule 144 Transfers. If the transfer is being effected pursuant to
Rule 144:




(A) the transfer is occurring after a holding period of at least one
year (computed in accordance with paragraph (d) of Rule 144) has elapsed
since the Specified Securities were last acquired from the Company or from
an affiliate of the Company, whichever is later, and is being effected in
accordance with the applicable amount, manner of sale and notice
requirements of Rule 144; or




(B) the transfer is occurring after a holding period of at least one
year has elapsed since the Specified Securities were last acquired from the
Company or from an affiliate of the Company, whichever is later, and the
Owner is not, and during the preceding three months has not been, an
affiliate of the Company.



This certificate and the statements contained herein are made for your benefit and the benefit
of the Company and the Initial Purchasers.



Dated:




(Print the name of the Undersigned, as such
term is defined in the second paragraph of
this certificate.)




	 	 	 	By:






Name:


Title:




(If the Undersigned is a corporation,
partnership or fiduciary, the title of the
person signing on behalf of the Undersigned
must be stated.)



EXHIBIT C




UNRESTRICTED SECURITIES CERTIFICATE

(For removal of Securities Act Legends pursuant to § 307(b))




[TRUSTEE INFORMATION]




	 	 	 	Re: 5.75% Senior Subordinated Notes due 2022 of
Penske Automotive Group, Inc. (the “Securities”)





Reference is made to the Indenture, dated as of August 28, 2012 (the “Indenture”), among
Penske Automotive Group, Inc., a Delaware corporation (the “Company”), the Guarantors and The Bank
of New York Mellon Trust Company, N.A., as Trustee. Terms used herein and defined in the Indenture
or in Regulation S or Rule 144 under the U.S. Securities Act of 1933 (the “Securities Act”) are
used herein as so defined.



This certificate relates to US$      principal amount of Securities, which are evidenced
by the following certificate(s) (the “Specified Securities”):



CUSIP No(s).



CERTIFICATE No(s).



The person in whose name this certificate is executed below (the “Undersigned”) hereby
certifies that either (i) it is the sole beneficial owner of the Specified Securities or (ii) it is
acting on behalf of all the beneficial owners of the Specified Securities and is duly authorized by
them to do so. Such beneficial owner or owners are referred to herein collectively as the “Owner.”
If the Specified Securities are represented by a Global Security, they are held through the
Depositary or an Agent Member in the name of the Undersigned, as or on behalf of the Owner. If the
Specified Securities are not represented by a Global Security, they are registered in the name of
the Undersigned, as or on behalf of the Owner.



The Owner has requested that the Specified Securities be exchanged for Securities bearing no
Private Placement Legend pursuant to Section 307(b) of the Indenture. In connection with such
exchange, the Owner hereby certifies that the exchange is occurring after a holding period of at
least one year (computed in accordance with paragraph (d) of Rule 144) has elapsed since the
Specified Securities were last acquired from the Company or from an affiliate of the Company,
whichever is later, and the Owner is not, and during the preceding three months has not been, an
affiliate of the Company. The Owner also acknowledges that any future transfers of the Specified
Securities must comply with all applicable securities laws of the states of the United States and
other jurisdictions.



This certificate and the statements contained herein are made for your benefit and the benefit
of the Company and the Initial Purchasers.



Dated:




(Print the name of the Undersigned, as
such term is defined in the second
paragraph of this certificate.)




	 	 	 	By:






Name:


Title:




(If the Undersigned is a corporation,
partnership or fiduciary, the title of the
person signing on behalf of the Undersigned
must be stated.)



EXHIBIT D




FORM OF SUPPLEMENTAL INDENTURE

TO BE DELIVERED BY SUBSEQUENT GUARANTORS




Supplemental Indenture (this “Supplemental Indenture”), dated as of       , among
Penske Automotive Group, Inc., a Delaware corporation (the “Company”), the guarantor[s] set forth
on the signature page hereto ([each a][the] “Guarantor” [and collectively, the “Guarantors”]) and
The Bank of New York Mellon Trust Company, N.A., as trustee (the “Trustee”). All capitalized terms
used but not defined herein shall have the meanings ascribed to them in the Indenture (as defined
below).



WHEREAS, the Company and the other Guarantors party thereto have heretofore executed and
delivered an Indenture, dated as of August 28, 2012 (as amended, supplemented or otherwise modified
from time to time, the “Indenture”), providing for the issuance by the Company of its 5.75% Senior
Subordinated Notes due 2022 (the “Securities”);



WHEREAS, the Indenture provides that under certain circumstances a Future Guarantor shall
execute and deliver to the Trustee a supplemental indenture pursuant to which such Future Guarantor
shall, subject to Article Thirteen of the Indenture, unconditionally guarantee the Securities on
the terms and conditions set forth therein (the “Guarantee”); and



WHEREAS, pursuant to Section 901 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 and adequacy of which is hereby acknowledged, the Company, the
Guarantor[s] and the Trustee mutually covenant and agree as follows for the equal and ratable
benefit of the Holders.



ARTICLE 1

DEFINITIONS




Section 1.1 Defined Terms. As used in this Supplemental Indenture, terms defined in
the Indenture or in the preamble or recitals hereto are used herein as therein defined. The words
“herein,” “hereof” and “hereby” and other words of similar import used in this Supplemental
Indenture refer to this Supplemental Indenture as a whole and not to any particular section hereof.



ARTICLE 2

AGREEMENT TO GUARANTEE




Section 2.1 Agreement to be Bound. The Guarantor[s] hereby become[s] a party to the
Indenture as a Guarantor and as such shall have all of the rights and be subject to all of the
obligations and agreements of a Guarantor under the Indenture.



Section 2.2 Guarantee. The Guarantor[s] agree[s], on a joint and several basis with
all the existing Guarantors, to fully, unconditionally and irrevocably Guarantee to each Holder of
the Securities and the Trustee the Indenture Obligations pursuant to Article Thirteen of the
Indenture.



ARTICLE 3

MISCELLANEOUS




Section 3.1 Execution and Delivery. The Guarantor[s] agree[s] that the Guarantee
shall remain in full force and effect notwithstanding any failure to endorse on each Security a
notation of the Guarantee.



Section 3.2 Benefits Acknowledged. The Guarantor[’][s][’] Guarantee is subject to the
terms and conditions set forth in the Indenture. The Guarantor[s] acknowledge[s] that [it][they]
shall receive direct and indirect benefits from the financing arrangements contemplated by the
Indenture and this Supplemental Indenture and that the guarantee and waivers made by it pursuant to
this Guarantee and this Supplemental Indenture are knowingly made in contemplation of such
benefits.



Section 3.3 Ratification of Indenture; Supplemental Indentures Part of Indenture.
Except as expressly amended hereby, the Indenture is in all respects ratified and confirmed and all
the terms, conditions and provisions thereof shall remain in full force and effect. This
Supplemental Indenture shall form a part of the Indenture for all purposes, and every Holder of
Securities heretofore or hereafter authenticated and delivered shall be bound hereby.



Section 3.4 Severability. In case any provision in this Supplemental Indenture 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 and such provision shall be
ineffective only to the extent of such invalidity, illegality or unenforceability.



Section 3.5 Guarantor[s] May Consolidate, Etc., on Certain Terms. The Guarantor[s]
may not sell or otherwise dispose of all or substantially all of its assets to, or consolidate with
or merge with or into, any Person other than as set forth Section 801(b)of the Indenture.



Section 3.6 Release. The Guarantor[’][s][’] Guarantee shall be released as set forth
in Section 1314 of the Indenture.



Section 3.7 Governing Law. THIS SUPPLEMENTAL INDENTURE, THE 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 3.8 Counterparts. This Supplemental Indenture may be executed in any number
of counterparts, each of which shall be deemed an original; but all such counterparts shall
together constitute but one and the same instrument. The exchange of copies of this Supplemental
Indenture and of signature pages by facsimile or .pdf transmission shall constitute effective
execution and delivery of this Supplemental Indenture for all purposes and may be used in lieu of
the original Indenture. Signatures of parties hereto transmitted by facsimile or .pdf shall be
deemed to be their original signatures for all purposes.



Section 3.9 Effect of Headings. The Section headings herein are for convenience only
and shall not affect the construction hereof.



Section 3.10 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 Guarantor[s]
and the Company.



[SIGNATURE PAGE FOLLOWS]





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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.




	 	 	 	PENSKE AUTOMOTIVE GROUP, INC.






	 	 	 	By:






Name:


Title:




	 	 	 	[NAME
OF GUARANTOR[S]]






	 	 	 	By:






Name:


Title:




	 	 	 	THE
BANK OF NEW YORK MELLON TRUST COMPANY,
N.A., as trustee






	 	 	 	By:






Name:


Title:




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