<PAGE>

                                                                     EXHIBIT 4.6

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

                            GROUP 1 AUTOMOTIVE, INC.,
                                    AS ISSUER

                                       AND

                     THE SUBSIDIARY GUARANTORS NAMED HEREIN,
                            AS SUBSIDIARY GUARANTORS

                                       TO

                             WELLS FARGO BANK, N.A.,
                                   AS TRUSTEE

                                   ----------

                             SUBORDINATED INDENTURE

                           DATED AS OF AUGUST 13, 2003

                                   ----------

================================================================================
<PAGE>

                                TABLE OF CONTENTS

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                                                                                                                              PAGE
                                                                                                                              ----
<S>                                                                                                                           <C>
PARTIES.....................................................................................................................    1
RECITALS OF THE COMPANY AND THE SUBSIDIARY GUARANTORS.......................................................................    1

                                                           ARTICLE ONE
                                     DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION

SECTION 101.  Definitions...................................................................................................    1
   Act......................................................................................................................    2
   Affiliate................................................................................................................    2
   Authenticating Agent.....................................................................................................    2
   Board of Directors.......................................................................................................    2
   Board Resolution.........................................................................................................    2
   Business Day.............................................................................................................    2
   Capital Stock............................................................................................................    2
   Commission...............................................................................................................    2
   Company..................................................................................................................    3
   Company Request..........................................................................................................    3
   Company Order............................................................................................................    3
   Corporate Trust Office...................................................................................................    3
   corporation..............................................................................................................    3
   Covenant Defeasance......................................................................................................    3
   Defaulted Interest.......................................................................................................    3
   Defeasance...............................................................................................................    3
   Depositary...............................................................................................................    3
   Event of Default.........................................................................................................    3
   Exchange Act.............................................................................................................    3
   Expiration Date..........................................................................................................    3
   Global Security..........................................................................................................    3
   Holder...................................................................................................................    3
   Indenture................................................................................................................    3
   interest.................................................................................................................    4
   Interest Payment Date....................................................................................................    4
   Investment Company Act...................................................................................................    4
   Maturity.................................................................................................................    4
   Notice of Default........................................................................................................    4
   Officers' Certificate....................................................................................................    4
   Opinion of Counsel.......................................................................................................    4
   Original Issue Discount Security.........................................................................................    4
   Outstanding..............................................................................................................    4
   Paying Agent.............................................................................................................    5
   Person...................................................................................................................    5
   Place of Payment.........................................................................................................    5
   Predecessor Security.....................................................................................................    5
</TABLE>

<PAGE>

<TABLE>
<CAPTION>
<S>                                                                                                                            <C>
   Redemption Date..........................................................................................................    6
   Redemption Price.........................................................................................................    6
   Regular Record Date......................................................................................................    6
   Securities...............................................................................................................    6
   Securities Act...........................................................................................................    6
   Security Register........................................................................................................    6
   Security Registrar.......................................................................................................    6
   Senior Debt..............................................................................................................    6
   Significant Subsidiary...................................................................................................    6
   Special Record Date......................................................................................................    6
   Stated Maturity..........................................................................................................    6
   Subsidiary...............................................................................................................    6
   Subsidiary Guarantees....................................................................................................    6
   Subsidiary Guarantors....................................................................................................    6
   Trust Indenture Act......................................................................................................    7
   Trustee..................................................................................................................    7
   U.S. Government Obligation...............................................................................................    7
   Vice President...........................................................................................................    7
   Voting Stock.............................................................................................................    7
   Wholly Owned Subsidiary..................................................................................................    7

SECTION 102.  Compliance Certificates and Opinions..........................................................................    7
SECTION 103.  Form of Documents Delivered to Trustee........................................................................    8
SECTION 104.  Acts of Holders; Record Dates.................................................................................    8
SECTION 105.  Notices, Etc., to Trustee and Company.........................................................................   10
SECTION 106.  Notice to Holders; Waiver.....................................................................................   11
SECTION 107.  Conflict with Trust Indenture Act.............................................................................   11
SECTION 108.  Effect of Headings and Table of Contents......................................................................   11
SECTION 109.  Successors and Assigns........................................................................................   11
SECTION 110.  Separability Clause...........................................................................................   12
SECTION 111.  Benefits of Indenture.........................................................................................   12
SECTION 112.  Governing Law.................................................................................................   12
SECTION 113.  Legal Holidays................................................................................................   12

                                                            ARTICLE TWO
                                                           SECURITY FORMS

SECTION 201.  Forms Generally...............................................................................................   12
SECTION 202.  Form of Face of Security......................................................................................   13
SECTION 203.  Form of Reverse of Security...................................................................................   14
SECTION 204.  Form of Subsidiary Guarantee..................................................................................   18
SECTION 205.  Form of Legend for Global Securities..........................................................................   21
SECTION 206.  Form of Trustee's Certificate of Authentication...............................................................   21
</TABLE>

                                       ii

<PAGE>

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

                                                          ARTICLE THREE
                                                          THE SECURITIES

SECTION 301.  Amount Unlimited; Issuable in Series..........................................................................   22
SECTION 302.  Denominations.................................................................................................   25
SECTION 303.  Execution, Authentication, Delivery and Dating................................................................   25
SECTION 304.  Temporary Securities..........................................................................................   26
SECTION 305.  Registration, Registration of Transfer and Exchange...........................................................   27
SECTION 306.  Mutilated, Destroyed, Lost and Stolen Securities..............................................................   28
SECTION 307.  Payment of Interest; Interest Rights Preserved................................................................   29
SECTION 308.  Persons Deemed Owners.........................................................................................   30
SECTION 309.  Cancellation..................................................................................................   31
SECTION 310.  Computation of Interest.......................................................................................   31

                                                           ARTICLE FOUR
                                                    SATISFACTION AND DISCHARGE

SECTION 401.  Satisfaction and Discharge of Indenture.......................................................................   31
SECTION 402.  Application of Trust Money....................................................................................   32

                                                           ARTICLE FIVE
                                                             REMEDIES

SECTION 501.  Events of Default.............................................................................................   32
SECTION 502.  Acceleration of Maturity; Rescission and Annulment............................................................   34
SECTION 503.  Collection of Indebtedness and Suits for Enforcement by Trustee...............................................   35
SECTION 504.  Trustee May File Proofs of Claim..............................................................................   36
SECTION 505.  Trustee May Enforce Claims Without Possession of Securities...................................................   36
SECTION 506.  Application of Money Collected................................................................................   37
SECTION 507.  Limitation on Suits...........................................................................................   37
SECTION 508.  Unconditional Right of Holders to Receive Principal, Premium and Interest.....................................   38
SECTION 509.  Restoration of Rights and Remedies............................................................................   38
SECTION 510.  Rights and Remedies Cumulative................................................................................   38
SECTION 511.  Delay or Omission Not Waiver..................................................................................   38
SECTION 512.  Control by Holders............................................................................................   38
SECTION 513.  Waiver of Past Defaults.......................................................................................   39
SECTION 514.  Undertaking for Costs.........................................................................................   39
SECTION 515.  Waiver of Usury, Stay or Extension Laws.......................................................................   39

                                                            ARTICLE SIX
                                                            THE TRUSTEE

SECTION 601.  Certain Duties and Responsibilities...........................................................................   40
SECTION 602.  Notice of Defaults............................................................................................   40
SECTION 603.  Certain Rights of Trustee.....................................................................................   40
SECTION 604.  Not Responsible for Recitals or Issuance of Securities........................................................   41
</TABLE>

                                      iii

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<TABLE>
<CAPTION>
<S>                                                                                                                            <C>
SECTION 605.  May Hold Securities...........................................................................................   41
SECTION 606.  Money Held in Trust...........................................................................................   41
SECTION 607.  Compensation and Reimbursement................................................................................   42
SECTION 608.  Conflicting Interests.........................................................................................   42
SECTION 609.  Corporate Trustee Required; Eligibility.......................................................................   42
SECTION 610.  Resignation and Removal; Appointment of Successor.............................................................   42
SECTION 611.  Acceptance of Appointment by Successor........................................................................   44
SECTION 612.  Merger, Conversion, Consolidation or Succession to Business...................................................   45
SECTION 613.  Preferential Collection of Claims Against Company and Subsidiary Guarantors...................................   45
SECTION 614.  Appointment of Authenticating Agent...........................................................................   45

                                                           ARTICLE SEVEN
                                         HOLDERS' LISTS AND REPORTS BY TRUSTEE AND COMPANY

SECTION 701.  Company to Furnish Trustee Names and Addresses of Holders.....................................................   47
SECTION 702.  Preservation of Information; Communications to Holders........................................................   47
SECTION 703.  Reports by Trustee............................................................................................   48
SECTION 704.  Reports by Company and Subsidiary Guarantors..................................................................   48

                                                          ARTICLE EIGHT
                                       CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE

SECTION 801.  Company May Consolidate, Etc., Only on Certain Terms..........................................................   48
SECTION 802.  Subsidiary Guarantors May Consolidate, Etc., Only on Certain Terms............................................   49
SECTION 803.  Successor Substituted.........................................................................................   50

                                                           ARTICLE NINE
                                                     SUPPLEMENTAL INDENTURES

SECTION 901.  Supplemental Indentures Without Consent of Holders............................................................   50
SECTION 902.  Supplemental Indentures With Consent of Holders...............................................................   51
SECTION 903.  Execution of Supplemental Indentures..........................................................................   53
SECTION 904.  Effect of Supplemental Indentures.............................................................................   53
SECTION 905.  Conformity with Trust Indenture Act...........................................................................   53
SECTION 906.  Reference in Securities to Supplemental Indentures............................................................   53

                                                           ARTICLE TEN
                                                            COVENANTS

SECTION 1001. Payment of Principal, Premium and Interest....................................................................   53
SECTION 1002. Maintenance of Office or Agency...............................................................................   54
SECTION 1003. Money for Securities Payments to Be Held in Trust.............................................................   54
SECTION 1004. Statement by Officers as to Default...........................................................................   55
SECTION 1005. Existence.....................................................................................................   55
SECTION 1006. Maintenance of Properties.....................................................................................   56
SECTION 1007. Payment of Taxes and Other Claims.............................................................................   56
SECTION 1008. Maintenance of Insurance......................................................................................   56
</TABLE>

                                       iv

<PAGE>

<TABLE>
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<S>                                                                                                                            <C>
SECTION 1009. Waiver of Certain Covenants...................................................................................   56

                                                          ARTICLE ELEVEN
                                                     REDEMPTION OF SECURITIES

SECTION 1101. Applicability of Article......................................................................................   57
SECTION 1102. Election to Redeem; Notice to Trustee.........................................................................   57
SECTION 1103. Selection by Trustee of Securities to Be Redeemed.............................................................   57
SECTION 1104. Notice of Redemption..........................................................................................   58
SECTION 1105. Deposit of Redemption Price...................................................................................   59
SECTION 1106. Securities Payable on Redemption Date.........................................................................   59
SECTION 1107. Securities Redeemed in Part...................................................................................   59

                                                          ARTICLE TWELVE
                                                   SUBORDINATION OF SECURITIES

SECTION 1201. Applicability of Article......................................................................................   59
SECTION 1202. Securities Subordinate to Senior Debt.........................................................................   60
SECTION 1203. Payment Over of Proceeds Upon Dissolution, Etc................................................................   60
SECTION 1204. No Payment When Senior Debt of the Company in Default.........................................................   61
SECTION 1205. Payment Permitted If No Default...............................................................................   62
SECTION 1206. Subrogation to Rights of Holders of Senior Debt of the Company................................................   62
SECTION 1207. Provisions Solely to Define Relative Rights...................................................................   63
SECTION 1208. Trustee to Effectuate Subordination...........................................................................   63
SECTION 1209. No Waiver of Subordination Provisions.........................................................................   63
SECTION 1210. Notice to Trustee.............................................................................................   64
SECTION 1211. Reliance on Judicial Order or Certificate of Liquidating Agent................................................   64
SECTION 1212. Trustee Not Fiduciary for Holders of Senior Debt of the Company...............................................   65
SECTION 1213. Rights of Trustee as Holder of Senior Debt of the Company; Preservation of Trustee's Rights...................   65
SECTION 1214. Article Applicable to Paying Agents...........................................................................   65
SECTION 1215. Defeasance of this Article Twelve.............................................................................   65

                                                         ARTICLE THIRTEEN
                                                      SUBSIDIARY GUARANTEES

SECTION 1301. Applicability of Article......................................................................................   66
SECTION 1302. Subsidiary Guarantees.........................................................................................   66
SECTION 1303. Execution and Delivery of Subsidiary Guarantees...............................................................   68
SECTION 1304. Release of Subsidiary Guarantors..............................................................................   68
SECTION 1305. Additional Subsidiary Guarantors..............................................................................   69

                                                         ARTICLE FOURTEEN
                                              SUBORDINATION OF SUBSIDIARY GUARANTEES

SECTION 1401. Applicability of Article......................................................................................   69
SECTION 1402. Subsidiary Guarantees Subordinate to Senior Debt of Subordinate Guarantors....................................   69
</TABLE>

                                       v

<PAGE>

<TABLE>
<CAPTION>
<S>                                                                                                                           <C>
SECTION 1403. Payment Over of Proceeds Upon Dissolution, Etc................................................................   69
SECTION 1404. No Payment When Senior Debt of such Subsidiary Guarantor in Default...........................................   71
SECTION 1405. Payment Permitted If No Default...............................................................................   71
SECTION 1406. Subrogation to Rights of Holders of Senior Debt of such Subsidiary Guarantor..................................   72
SECTION 1407. Provisions Solely to Define Relative Rights...................................................................   72
SECTION 1408. Trustee to Effectuate Subordination...........................................................................   73
SECTION 1409. No Waiver of Subordination Provisions.........................................................................   73
SECTION 1410. Notice to Trustee.............................................................................................   73
SECTION 1411. Reliance on Judicial Order or Certificate of Liquidating Agent................................................   74
SECTION 1412. Trustee Not Fiduciary for Holders of Senior Debt of such Subsidiary Guarantor.................................   74
SECTION 1413. Rights of Trustee as Holder of Senior Debt of such Subsidiary Guarantor; Preservation of Trustee's Rights.....   74
SECTION 1414. Article Applicable to Paying Agents...........................................................................   75
SECTION 1415. Defeasance of this Article Fourteen...........................................................................   75

                                                         ARTICLE FIFTEEN
                                                DEFEASANCE AND COVENANT DEFEASANCE

SECTION 1501. Company's Option to Effect Defeasance or Covenant Defeasance..................................................   75
SECTION 1502. Defeasance and Discharge......................................................................................   75
SECTION 1503. Covenant Defeasance...........................................................................................   76
SECTION 1504. Conditions to Defeasance or Covenant Defeasance...............................................................   76
SECTION 1505. Deposited Money and U.S. Government Obligations to Be Held in Trust; Miscellaneous Provisions.................   78
SECTION 1506. Reinstatement.................................................................................................   79

                                                         ARTICLE SIXTEEN
                                                          SINKING FUNDS

SECTION 1601. Applicability of Article......................................................................................   79
SECTION 1602. Satisfaction of Sinking Fund Payments with Securities.........................................................   80
SECTION 1603. Redemption of Securities for Sinking Fund.....................................................................   80


SIGNATURES..................................................................................................................   80
SCHEDULE I..................................................................................................................  I-1
</TABLE>

                                       vi

<PAGE>

                            GROUP 1 AUTOMOTIVE, INC.

          CERTAIN SECTIONS OF THIS INDENTURE RELATING TO SECTIONS 310
           THROUGH 318, INCLUSIVE, OF THE TRUST INDENTURE ACT OF 1939:

<TABLE>
<CAPTION>
TRUST INDENTURE
  ACT SECTION                                                                                           INDENTURE SECTION
---------------                                                                                         -----------------
<S>                                                                                                     <C>
Section 310(a)(1)..................................................................................       609
      (a)(2).......................................................................................       609
      (a)(3).......................................................................................       Not Applicable
      (a)(4).......................................................................................       Not Applicable
      (b)..........................................................................................       608
                                                                                                          610
Section 311(a).....................................................................................       613
      (b)..........................................................................................       613
Section 312(a)                                                                                            701
                                                                                                          702
      (b)..........................................................................................       702
      (c)..........................................................................................       702
Section 313(a).....................................................................................       703
      (b)..........................................................................................       703
      (c)..........................................................................................       703
      (d)..........................................................................................       703
Section 314(a).....................................................................................       704
      (a)(4).......................................................................................       101
                                                                                                          1004
      (b)..........................................................................................       Not Applicable
      (c)(1).......................................................................................       102
      (c)(2).......................................................................................       102
      (c)(3).......................................................................................       Not Applicable
      (d)..........................................................................................       Not Applicable
      (e)..........................................................................................       102
Section 315(a).....................................................................................       601
      (b)..........................................................................................       602
      (c)..........................................................................................       601
      (d)..........................................................................................       601
      (e)..........................................................................................       514
Section 316(a).....................................................................................       101
      (a)(1)(A)....................................................................................       502
                                                                                                          512
      (a)(1)(B)....................................................................................       513
      (a)(2).......................................................................................       Not Applicable
      (b)..........................................................................................       508
      (c)..........................................................................................       104
</TABLE>

                                      vii

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<TABLE>
<CAPTION>
TRUST INDENTURE
  ACT SECTION                                                                                           INDENTURE SECTION
---------------                                                                                         -----------------
<S>                                                                                                     <C>
Section 317(a)(1)..................................................................................       503
      (a)(2).......................................................................................       504
      (b)..........................................................................................       1003
Section 318(a).....................................................................................       107
</TABLE>

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

                                      viii
<PAGE>

         INDENTURE, dated as of August 13, 2003, among Group 1 Automotive, Inc.,
a corporation duly organized and existing under the laws of the State of
Delaware (herein called the "Company"), having its principal office at 950 Echo
Lane, Houston, Texas, each of the Subsidiary Guarantors (as hereinafter defined)
and Wells Fargo Bank, N.A., a national association duly organized and existing
under the laws of the United States, as Trustee (herein called the "Trustee").

             RECITALS OF THE COMPANY AND THE SUBSIDIARY GUARANTORS

         The Company has duly authorized the execution and delivery of this
Indenture to provide for the issuance from time to time of its unsecured
debentures, notes or other evidences of indebtedness (herein called the
"Securities"), to be issued in one or more series as in this Indenture provided.

         The Company and the Subsidiary Guarantors are members of the same
consolidated group of companies. The Subsidiary Guarantors will derive direct
and indirect economic benefit from the issuance of the Securities. Accordingly,
each Subsidiary Guarantor has duly authorized the execution and delivery of this
Indenture to provide for its full, unconditional and joint and several guarantee
of the Securities to the extent provided in or pursuant this Indenture.

         All things necessary to make this Indenture a valid agreement of the
Company, in accordance with its terms, have been done.

         NOW, THEREFORE, THIS INDENTURE WITNESSETH:

         For and in consideration of the premises and the purchase of the
Securities by the Holders thereof, it is mutually agreed, for the equal and
proportionate benefit of all Holders of the Securities or of series thereof, 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:

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

                  (2)      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;

                  (3)      all accounting terms not otherwise defined herein
         have the meanings assigned to them in accordance with generally
         accepted accounting principles, and,

                                       1

<PAGE>

         except as otherwise herein expressly provided, the term "generally
         accepted accounting principles" with respect to any computation
         required or permitted hereunder shall mean such accounting principles
         as are generally accepted at the date of this instrument;

                  (4)      unless the context otherwise requires, any reference
         to an "Article" or a "Section" refers to an Article or a Section, as
         the case may be, of this Indenture; and

                  (5)      the words "herein", "hereof", "hereunder" and other
         words of similar import refer to this Indenture as a whole and not to
         any particular Article, Section or other subdivision.

         "Act," when used with respect to any Holder, has the meaning specified
in Section 104.

         "Affiliate" of any specified Person means any other Person directly or
indirectly controlling or controlled by or under direct or indirect common
control with such specified Person. For the purposes of this definition,
"control" when used with respect to any specified Person means the power to
direct the management and policies of such Person, directly or indirectly,
whether through the ownership of voting securities, by contract or otherwise;
and the terms "controlling" and "controlled" have meanings correlative to the
foregoing; provided that direct or indirect beneficial ownership of 10% or more
of the Voting Stock of a Person shall be deemed to control.

         "Authenticating Agent" means any Person authorized by the Trustee
pursuant to Section 614 to act on behalf of the Trustee to authenticate
Securities of one or more series.

         "Board of Directors" means, with respect to the Company, either the
board of directors of the Company or any committee of that board duly authorized
to act for it in respect hereof, and with respect to any Subsidiary Guarantor,
either the board of directors of such Subsidiary Guarantor or any committee of
that board duly authorized to act for it in respect hereof.

         "Board Resolution" means, with respect to the Company or a Subsidiary
Guarantor, a copy of a resolution certified by the Secretary or an Assistant
Secretary of the Company or such Subsidiary Guarantor, as the case may be, to
have been duly adopted by its Board of Directors and to be in full force and
effect on the date of such certification, and delivered to the Trustee.

         "Business Day," when used with respect to any Place of Payment, means
each Monday, Tuesday, Wednesday, Thursday and Friday which is not a day on which
banking institutions in that Place of Payment are authorized or obligated by law
or executive order to close.

         "Capital Stock" of any Person means any and all shares, interests,
participations or other equivalents (however designated) of corporate stock or
other equity participations, including partnership interests, whether general or
limited, of such Person.

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

                                       2

<PAGE>

         "Company" means the Person named as the "Company" in the first
paragraph of this instrument until a successor Person shall have become such
pursuant to the applicable provisions of this Indenture, and thereafter
"Company" shall mean such successor Person.

         "Company Request" or "Company Order" means a written request or order
signed in the name of the Company by its Chairman of the Board of Directors, its
Vice Chairman of the Board of Directors, its President or a Vice President, and
by its Treasurer, an Assistant Treasurer, its Secretary or an Assistant
Secretary, and delivered to the Trustee.

         "Corporate Trust Office" means the principal office of the Trustee at
505 Main Street, Fort Worth, Texas 76102 at which at any particular time its
corporate trust business shall be administered.

         "corporation" means a corporation, association, company, joint-stock
company or business trust.

         "Covenant Defeasance" has the meaning specified in Section 1503.

         "Defaulted Interest" has the meaning specified in Section 307.

         "Defeasance" has the meaning specified in Section 1502.

         "Depositary" means, with respect to Securities of any series issuable
in whole or in part in the form of one or more Global Securities, a clearing
agency registered under the Exchange Act that is designated to act as Depositary
for such Securities as contemplated by Section 301.

         "Event of Default" has the meaning specified in Section 501.

         "Exchange Act" means the Securities Exchange Act of 1934 and any
statute successor thereto, in each case as amended from time to time.

         "Expiration Date" has the meaning specified in Section 104.

         "Global Security" means a Security that evidences all or part of the
Securities of any series and bears the legend set forth in Section 205 (or such
legend as may be specified as contemplated by Section 301 for such Securities).

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

         "Indenture" means this instrument as originally executed 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,
including, for all purposes of this instrument and any such supplemental
indenture, the provisions of the Trust Indenture Act that are deemed to be a
part of and govern this instrument and any such supplemental indenture,
respectively. The term "Indenture" shall also include the terms of particular
series of Securities established as contemplated by Section 301.

                                       3

<PAGE>

         "interest", when used with respect to an Original Issue Discount
Security which by its terms bears interest only after Maturity, means interest
payable after Maturity.

         "Interest Payment Date", when used with respect to any Security, means
the Stated Maturity of an installment of interest on such Security.

         "Investment Company Act" means the Investment Company Act of 1940 and
any statute successor thereto, in each case as amended from time to time.

         "Maturity", when used with respect to any Security, means the date on
which the principal of such Security or an installment of principal becomes due
and payable as therein or herein provided, whether at the Stated Maturity or by
declaration of acceleration, call for redemption or otherwise.

         "Notice of Default" means a written notice of the kind specified in
Section 501(4).

         "Officers' Certificate" means a certificate signed by the Chairman of
the Board of Directors, a Vice Chairman of the Board of Directors, the President
or a Vice President, and by the Treasurer, an Assistant Treasurer, the Secretary
or an Assistant Secretary, of the Company or a Subsidiary Guarantor, as the case
may be, and delivered to the Trustee. One of the officers signing an Officers'
Certificate given pursuant to Section 1004 shall be the principal executive,
financial or accounting officer of the Company.

         "Opinion of Counsel" means, as to the Company or a Subsidiary
Guarantor, a written opinion of counsel, who may be counsel for the Company or
such Subsidiary Guarantor, as the case may be, and who shall be acceptable to
the Trustee.

         "Original Issue Discount Security" means any Security which provides
for an amount less than the principal amount thereof to be due and payable upon
a declaration of acceleration of the Maturity thereof pursuant to Section 502.

         "Outstanding", when used with respect to Securities, means, as of the
date of determination, all Securities theretofore authenticated and delivered
under this Indenture, except:

                  (1)      Securities theretofore cancelled by the Trustee or
         delivered to the Trustee for cancellation;

                  (2)      Securities 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) in trust or set aside and
         segregated in trust by the Company (if the Company 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
         satisfactory to the Trustee has been made;

                  (3)      Securities as to which Defeasance has been effected
         pursuant to Section 1502; and

                                       4

<PAGE>

                  (4)      Securities which have been paid pursuant to Section
         306 or 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 proof satisfactory to it that such Securities are held by a
         bona fide purchaser in whose hands such Securities are valid
         obligations of the Company; provided, however, that in determining
         whether the Holders of the requisite principal amount of the
         Outstanding Securities have given, made or taken any request, demand,
         authorization, direction, notice, consent, waiver or other action
         hereunder as of any date, (A) the principal amount of an Original Issue
         Discount Security which shall be deemed to be Outstanding shall be the
         amount of the principal thereof which would be due and payable as of
         such date upon acceleration of the Maturity thereof to such date
         pursuant to Section 502, (B) if, as of such date, the principal amount
         payable at the Stated Maturity of a Security is not determinable, the
         principal amount of such Security which shall be deemed to be
         Outstanding shall be the amount as specified or determined as
         contemplated by Section 301, (C) the principal amount of a Security
         denominated in one or more foreign currencies or currency units which
         shall be deemed to be Outstanding shall be the U.S. dollar equivalent,
         determined as of such date in the manner provided as contemplated by
         Section 301, of the principal amount of such Security (or, in the case
         of a Security described in clause (A) or (B) above, of the amount
         determined as provided in such clause), and (D) Securities owned by the
         Company, any Subsidiary Guarantor or any other obligor upon the
         Securities or any Affiliate of the Company, any Subsidiary Guarantor or
         of 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, waiver or other action, 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 pledgee establishes to the satisfaction
         of the Trustee the pledgee's right so to act with respect to such
         Securities and that the pledgee is not the Company, a Subsidiary
         Guarantor or any other obligor upon the Securities or any Affiliate of
         the Company, a Subsidiary Guarantor or of such other obligor.

         "Paying Agent" means any Person authorized by the Company to pay the
principal of or any premium or interest on any Securities on behalf of the
Company.

         "Person" means any individual, corporation, partnership, joint venture,
trust, unincorporated organization or government or any agency or political
subdivision thereof.

         "Place of Payment," when used with respect to the Securities of any
series, means the place or places where the principal of and any premium and
interest on the Securities of that series are payable as specified as
contemplated by Section 301.

         "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 306 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.

                                       5

<PAGE>

         "Redemption Date," when used with respect to any Security to be
redeemed, 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, means the price at which it is to be redeemed pursuant to this
Indenture.

         "Regular Record Date" for the interest payable on any Interest Payment
Date on the Securities of any series means the date specified for that purpose
as contemplated by Section 301.

         "Securities" has the meaning stated in the first recital of this
Indenture and more particularly means any Securities authenticated and delivered
under this Indenture.

         "Securities Act" means the Securities Act of 1933 and any statute
successor thereto, in each case as amended from time to time.

         "Security Register" and "Security Registrar" have the respective
meanings specified in Section 305.

         "Senior Debt" with respect to any series of Securities shall have the
meaning specified as contemplated by Section 301.

         "Significant Subsidiary" means, at any date of determination, any
Subsidiary that represents 10% or more of the Company's total assets at the end
of the most recent fiscal quarter for which financial information is available
or 10% or more of the Company's consolidated net revenues or consolidated
operating income for the most recent four quarters for which financial
information is available.

         "Special Record Date" for the payment of any Defaulted Interest means a
date fixed by the Trustee pursuant to Section 307.

         "Stated Maturity," when used with respect to any Security or any
installment of principal thereof or interest thereon, means the date specified
in such Security as the fixed date on which the principal of such Security or
such installment of principal or interest is due and payable.

         "Subsidiary" of any Person means (1) a corporation more than 50% of the
combined voting power of the outstanding Voting Stock of which is owned,
directly or indirectly, by such Person or by one or more other Subsidiaries of
such Person or by such Person and one or more Subsidiaries thereof or (2) any
other Person (other than a corporation) in which such Person, or one or more
other Subsidiaries of such Person or such Person and one or more other
Subsidiaries thereof, directly or indirectly, has at least a majority ownership
and power to direct the policies, management and affairs thereof.

         "Subsidiary Guarantees" means the guarantees of each Subsidiary
Guarantor as provided in Article Thirteen.

         "Subsidiary Guarantors" means (i) the subsidiaries listed in Schedule I
hereto; (ii) any successor of the foregoing; and (iii) each other Subsidiary of
the Company that becomes a

                                       6

<PAGE>

Subsidiary Guarantor in accordance with Section 1305 hereof, in each case (i),
(ii) and (iii) until such Subsidiary Guarantor ceases to be such in accordance
with Section 1304 hereof.

         "Trust Indenture Act" means the Trust Indenture Act of 1939 as in force
at the date as of which this instrument was executed; provided, however, that in
the event the Trust Indenture Act of 1939 is amended after such date, "Trust
Indenture Act" means, to the extent required by any such amendment, the Trust
Indenture Act of 1939 as so amended.

         "Trustee" means the Person named as the "Trustee" in the first
paragraph of this instrument until a successor Trustee shall have become such
pursuant to the applicable provisions of this Indenture, and thereafter
"Trustee" shall mean or include each Person who is then a Trustee hereunder, and
if at any time there is more than one such Person, "Trustee" as used with
respect to the Securities of any series shall mean the Trustee with respect to
Securities of that series.

         "U.S. Government Obligation" has the meaning specified in Section 1504.

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

         "Voting Stock" of any Person means Capital Stock of such Person which
ordinarily has voting power for the election of directors (or persons performing
similar functions) of such Person, whether at all times or only so long as no
senior class of securities has such voting power by reason of any contingency.

         "Wholly Owned Subsidiary" of any Person means a Subsidiary of such
Person all of the outstanding Capital Stock or other ownership interests of
which (other than directors' qualifying shares) shall at the time be owned by
such Person or by one or more Wholly Owned Subsidiaries of such Person or by
such Person and one or more Wholly Owned Subsidiaries of such Person.

SECTION 102. Compliance Certificates and Opinions.

         Upon any application or request by the Company or any Subsidiary
Guarantor to the Trustee to take any action under any provision of this
Indenture, the Company and/or such Subsidiary Guarantor, as appropriate, shall
furnish to the Trustee such certificates and opinions as may be required under
the Trust Indenture Act. Each such certificate or opinion shall be given in the
form of an Officers' Certificate, if to be given by an officer of the Company or
a Subsidiary Guarantor, or an Opinion of Counsel, if to be given by counsel, and
shall comply with the requirements of the Trust Indenture Act and any other
requirements set forth in this Indenture.

         Every certificate or opinion with respect to compliance with a
condition or covenant provided for in this Indenture shall include,

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

                                       7

<PAGE>

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

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

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

SECTION 103. 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 or opinion of an officer of the Company or a Subsidiary
Guarantor 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
of counsel may be based, insofar as it relates to factual matters, upon a
certificate or opinion of, or representations by, an officer or officers of the
Company or such Subsidiary Guarantor stating that the information with respect
to such factual matters is in the possession of the Company or such Subsidiary
Guarantor, unless such counsel knows, or in the exercise of reasonable care
should know, that the certificate or opinion or representations with respect to
such matters are erroneous.

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

SECTION 104. Acts of Holders; Record Dates.

         Whenever in this Indenture it is provided that the Holders of a
specified percentage in aggregate principal amount of the Securities of any or
all series may take action (including the making of any demand or request, the
giving of any direction, notice, consent or waiver or the taking of any other
action) the fact that at the time of taking any such action the Holders of such
specified percentage have joined therein may be evidenced (a) by any instrument
or any number of instruments of similar tenor executed by Holders in Person or
by agent or proxy appointed in writing, (b) by the record of the Holders voting
in favor thereof at any meeting of Holders duly called and held in accordance
with procedures approved by the Trustee, (c) by a combination of such instrument
or instruments and any such record of such a meeting of Holders or (d) in the
case of Securities evidenced by a Global Security, by any electronic
transmission or other message, whether or not in written format, that complies
with the Depositary's applicable

                                       8

<PAGE>

procedures. Such evidence (and the action embodied therein and evidenced
thereby) are herein sometimes referred to as the "Act" of the relevant Holders.
Proof of execution of any such instrument or of a writing appointing any such
agent or proxy shall be sufficient for any purpose of this Indenture and
(subject to Section 601) conclusive in favor of the Trustee and the Company, if
made in the manner provided in this Section.

         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 that the Trustee deems sufficient.

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

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

         The Company may set any day as a record date for the purpose of
determining the Holders of Outstanding Securities of any series entitled to
give, make or take any request, demand, authorization, direction, notice,
consent, waiver or other action provided or permitted by this Indenture to be
given, made or taken by Holders of Securities of such series, provided that the
Company may not set a record date for, and the provisions of this paragraph
shall not apply with respect to, the giving or making of any notice,
declaration, request or direction referred to in the next paragraph. If any
record date is set pursuant to this paragraph, the Holders of Outstanding
Securities of the relevant series on such record date, and no other Holders,
shall be entitled to take the relevant action, whether or not such Holders
remain Holders after such record date; provided that no such action shall be
effective hereunder unless taken on or prior to the applicable Expiration Date
by Holders of the requisite principal amount of Outstanding Securities of such
series on such record date. Nothing in this paragraph shall be construed to
prevent the Company from setting a new record date for any action for which a
record date has previously been set pursuant to this paragraph (whereupon the
record date previously set shall automatically and with no action by any Person
be cancelled and of no effect), and nothing in this paragraph shall be construed
to render ineffective any action taken by Holders of the requisite principal
amount of Outstanding Securities of the relevant series on the date such action
is taken. Promptly after any record date is set pursuant to this paragraph, the
Company, at its own expense, shall cause notice of such record date, the
proposed action by Holders and the applicable Expiration Date to be given to the
Trustee in writing and to each Holder of Securities of the relevant series in
the manner set forth in Section 106.

         The Trustee may set any day as a record date for the purpose of
determining the Holders of Outstanding Securities of any series entitled to join
in the giving or making of (i) any Notice

                                       9

<PAGE>

of Default, (ii) any declaration of acceleration referred to in Section 502,
(iii) any request to institute proceedings referred to in Section 507(2) or (iv)
any direction referred to in Section 512, in each case with respect to
Securities of such series. If any record date is set pursuant to this paragraph,
the Holders of Outstanding Securities of such series on such record date, and no
other Holders, shall be entitled to join in such notice, declaration, request or
direction, whether or not such Holders remain Holders after such record date;
provided that no such action shall be effective hereunder unless taken on or
prior to the applicable Expiration Date by Holders of the requisite principal
amount of Outstanding Securities of such series on such record date. Nothing in
this paragraph shall be construed to prevent the Trustee from setting a new
record date for any action for which a record date has previously been set
pursuant to this paragraph (whereupon the record date previously set shall
automatically and with no action by any Person be cancelled and of no effect),
and nothing in this paragraph shall be construed to render ineffective any
action taken by Holders of the requisite principal amount of Outstanding
Securities of the relevant series on the date such action is taken. Promptly
after any record date is set pursuant to this paragraph, the Trustee, at the
Company's expense, shall cause notice of such record date, the proposed action
by Holders and the applicable Expiration Date to be given to the Company in
writing and to each Holder of Securities of the relevant series in the manner
set forth in Section 106.

         With respect to any record date set pursuant to this Section, the party
hereto which sets such record dates may designate any day as the "Expiration
Date" and from time to time may change the Expiration Date to any earlier or
later day; provided that no such change shall be effective unless notice of the
proposed new Expiration Date is given to the other party hereto in writing, and
to each Holder of Securities of the relevant series in the manner set forth in
Section 106, on or prior to the existing Expiration Date. If an Expiration Date
is not designated with respect to any record date set pursuant to this Section,
the party hereto which set such record date shall be deemed to have initially
designated the 180th day after such record date as the Expiration Date with
respect thereto, subject to its right to change the Expiration Date as provided
in this paragraph. Notwithstanding the foregoing, no Expiration Date shall be
later than the 180th day after the applicable record date.

         Without limiting the foregoing, a Holder entitled hereunder to take any
action hereunder with regard to any particular Security may do so with regard to
all or any part of the principal amount of such Security or by one or more duly
appointed agents each of which may do so pursuant to such appointment with
regard to all or any part of such principal amount.

SECTION 105. Notices, Etc., to Trustee and Company.

         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,

                  (1)      the Trustee by any Holder or by the Company or any
         Subsidiary Guarantor shall be sufficient for every purpose hereunder if
         made, given, furnished or filed in writing in the English language to
         or with the Trustee at its Corporate Trust Office, Attention: with a
         copy to Wells Fargo Bank, N.A., 45 Broadway, 12th Floor, New York, NY
         10002, Attention: Corporate Trust MAC T5415-030 or

                                       10

<PAGE>

                  (2)      the Company or any Subsidiary Guarantor by the
         Trustee or by any Holder shall be sufficient for every purpose
         hereunder (unless otherwise herein expressly provided) if in writing in
         the English language and mailed, first-class postage prepaid, in the
         case of the Company addressed to it at the address of its principal
         office specified in the first paragraph of this instrument or at any
         other address previously furnished in writing to the Trustee by the
         Company and, in the case of any Subsidiary Guarantor, to it at the
         address of the Company's principal office specified in the first
         paragraph of this instrument, Attention: Chief Financial Officer, or at
         any other address previously furnished in writing to the Trustee by
         such Subsidiary Guarantor.

SECTION 106. 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, to each Holder affected
by such event, at his address as it appears in the Security Register, not later
than the latest date (if any), and not earlier than the earliest date (if any),
prescribed for the giving of such notice. In any case where notice to Holders is
given by mail, neither the failure to mail such notice, nor any defect in any
notice so mailed, to any particular Holder shall affect the sufficiency of such
notice with respect to other Holders. 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 give such notice by mail,
then such notification as shall be made with the approval of the Trustee shall
constitute a sufficient notification for every purpose hereunder.

SECTION 107. Conflict with Trust Indenture Act.

         If any provision hereof limits, qualifies or conflicts with a provision
of the Trust Indenture Act which is required under such Act to be a part of and
govern this Indenture, the latter provision shall control. If any provision of
this Indenture modifies or excludes any provision of the Trust Indenture Act
which 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 108. 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 109. Successors and Assigns.

         All covenants and agreements in this Indenture by the Company and any
Subsidiary Guarantor shall bind its successors and assigns, whether so expressed
or not.

                                       11

<PAGE>

SECTION 110. Separability Clause.

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

SECTION 111. Benefits of Indenture.

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

SECTION 112. Governing Law.

         This Indenture, the Securities and the Subsidiary Guarantees shall be
governed by and construed in accordance with the law of the State of New York.

SECTION 113. Legal Holidays.

         In any case where any Interest Payment Date, Redemption Date, purchase
date or Stated Maturity of any Security shall not be a Business Day at any Place
of Payment, then (notwithstanding any other provision of this Indenture or of
the Securities (other than a provision of any Security which specifically states
that such provision shall apply in lieu of this Section)) payment of interest or
principal (and premium, if any) need not be made at such Place of Payment on
such date, but may be made on the next succeeding Business Day at such Place of
Payment with the same force and effect as if made on the Interest Payment Date,
Redemption Date or purchase date, or at the Stated Maturity.

                                  ARTICLE TWO

                                 SECURITY FORMS

SECTION 201. Forms Generally.

         The Securities of each series and, if applicable, the Subsidiary
Guarantees to be endorsed thereon shall be in substantially the form set forth
in this Article, or in such other form as shall be established by or pursuant to
a Board Resolution or in one or more indentures supplemental hereto, in each
case with such appropriate insertions, omissions, substitutions and other
variations as are required or permitted by this Indenture, 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 or Depositary therefor or as may, consistently herewith, be
determined by the officers executing such Securities or Subsidiary Guarantees,
as the case may be, as evidenced by their execution thereof. If the form of
Securities of any series is established by action taken pursuant to a Board
Resolution, a copy of an appropriate record of such action shall be certified by
the Secretary or an Assistant Secretary of

                                       12

<PAGE>

the Company and delivered to the Trustee at or prior to the delivery of the
Company Order contemplated by Section 303 for the authentication and delivery of
such Securities.

         The definitive Securities shall be printed, lithographed or engraved on
steel engraved borders or may be produced in any other manner, all as determined
by the officers executing such Securities, as evidenced by their execution of
such Securities.

SECTION 202. Form of Face of Security.

[Insert any legend required by the Internal Revenue Code and the regulations
thereunder.]

                            Group 1 Automotive, Inc.
                            ________________________

No. __________                                                        $ ________

         Group 1 Automotive, Inc., a corporation duly organized and existing
under the laws of Delaware (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 _____________________________ Dollars on
___________________________________ [if the Security is to bear interest prior
to Maturity, insert -- , and to pay interest thereon from _____________ or from
the most recent Interest Payment Date to which interest has been paid or duly
provided for, semi-annually on ____________ and ____________ in each year,
commencing _________, at the rate of ____% per annum, until the principal hereof
is paid or made available for payment, provided that any principal and premium,
and any such installment of interest, which is overdue shall bear interest at
the rate of ____% per annum (to the extent that the payment of such interest
shall be legally enforceable), from the dates such amounts are due until they
are paid or made available for payment, and such interest shall be payable on
demand. The interest so payable, and punctually paid or duly provided for, on
any Interest Payment Date will, as provided in such Indenture, be paid to the
Person in whose name this Security (or one or more Predecessor Securities) is
registered at the close of business on the Regular Record Date for such
interest, which shall be the _______ or _______ (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 will 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 one or more 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 of this series 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 of this series may be listed, and upon such notice as may be required
by such exchange, all as more fully provided in said Indenture].

         [If the Security is not to bear interest prior to Maturity, insert --
The principal of this Security shall not bear interest except in the case of a
default in payment of principal upon acceleration, upon redemption or at Stated
Maturity and in such case the overdue principal and

                                       13

<PAGE>

any overdue premium shall bear interest at the rate of ____% per annum (to the
extent that the payment of such interest shall be legally enforceable), from the
dates such amounts are due until they are paid or made available for payment.
Interest on any overdue principal or premium shall be payable on demand. Any
such interest on overdue principal or premium which is not paid on demand shall
bear interest at the rate of ______% per annum (to the extent that the payment
of such interest on interest shall be legally enforceable), from the date of
such demand until the amount so demanded is paid or made available for payment.
Interest on any overdue interest shall be payable on demand.]

         Payment of the principal of (and premium, if any) and [if applicable,
insert -- any such] interest on this Security will be made at the office or
agency of the Company maintained for that purpose in ____________, in such coin
or currency of the United States of America as at the time of payment is legal
tender for payment of public and private debts; provided, however, that at the
option of the Company payment of interest may be made by check mailed to the
address of the Person entitled thereto as such address shall appear in 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.

         Unless the certificate of authentication hereon has been executed by
the Trustee referred to on the reverse hereof by manual signature, 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 under its corporate seal.

Dated:

                                                  Group 1 Automotive, Inc.

                                                  By ___________________________
Attest:

______________________

SECTION 203. Form of Reverse of Security.

         This Security is one of a duly authorized issue of securities of the
Company (herein called the "Securities"), issued and to be issued in one or more
series under an Indenture, dated as of August 13, 2003 (herein called the
"Indenture", which term shall have the meaning assigned to it in such
instrument), among the Company, the Subsidiary Guarantors named therein

                                       14

<PAGE>

and Wells Fargo Bank, N.A., as Trustee (herein called the "Trustee", which term
includes any successor trustee under the Indenture), and reference is hereby
made to the Indenture for a statement of the respective rights, limitations of
rights, duties and immunities thereunder of the Company, the Subsidiary
Guarantors, the Trustee, the holders of Senior Debt and the Holders of the
Securities and of the terms upon which the Securities are, and are to be,
authenticated and delivered. This Security is one of the series designated on
the face hereof [if applicable, insert -- , limited in aggregate principal
amount to $ __________].

         [If applicable, insert -- The Securities of this series are subject to
redemption upon not less than 30 days' notice by mail, [if applicable, insert --
(1) on ___________ in any year commencing with the year ______ and ending with
the year ______ through operation of the sinking fund for this series at a
Redemption Price equal to 100% of the principal amount, and (2)] at any time [if
applicable, insert -- on or after __________, 20__], as a whole or in part, at
the election of the Company, at the following Redemption Prices (expressed as
percentages of the principal amount): If redeemed [if applicable, insert -- on
or before _______________, ___%, and if redeemed] during the 12-month period
beginning _____________ of the years indicated,

<TABLE>
<CAPTION>
                                    Redemption                                                Redemption
Year                                  Price                     Year                            Price
----                                ----------                  ----                          ----------
<S>                                 <C>                         <C>                           <C>
</TABLE>

and thereafter at a Redemption Price equal to _____% of the principal amount,
together in the case of any such redemption [if applicable, insert -- (whether
through operation of the sinking fund or otherwise)] with accrued interest to
the Redemption Date, but interest installments whose Stated Maturity is on or
prior to such Redemption Date will be payable to the Holders of such Securities,
or one or more Predecessor Securities, of record at the close of business on the
relevant Record Dates referred to on the face hereof, all as provided in the
Indenture.]

         [If applicable, insert -- The Securities of this series are subject to
redemption upon not less than 30 days' notice by mail, (1) on ____________ in
any year commencing with the year ____ and ending with the year ____ through
operation of the sinking fund for this series at the Redemption Prices for
redemption through operation of the sinking fund (expressed as percentages of
the principal amount) set forth in the table below, and (2) at any time [if
applicable, insert -- on or after ____________], as a whole or in part, at the
election of the Company, at the Redemption Prices for redemption otherwise than
through operation of the sinking fund (expressed as percentages of the principal
amount) set forth in the table below: If redeemed during the 12-month period
beginning ____________ of the years indicated,

                                       15

<PAGE>

<TABLE>
                                          Redemption Price
                                           For Redemption                             Redemption Price For
                                          Through Operation                           Redemption Otherwise
                                               of the                                Than Through Operation
Year                                        Sinking Fund                              of the Sinking Fund
----                                      -----------------                          ----------------------
<S>                                       <C>                                        <C>
</TABLE>

and thereafter at a Redemption Price equal to _____% of the principal amount,
together in the case of any such redemption (whether through operation of the
sinking fund or otherwise) with accrued interest to the Redemption Date, but
interest installments whose Stated Maturity is on or prior to such Redemption
Date will be payable to the Holders of such Securities, or one or more
Predecessor Securities, of record at the close of business on the relevant
Record Dates referred to on the face hereof, all as provided in the Indenture.]

         [If applicable, insert -- Notwithstanding the foregoing, the Company
may not, prior to _____________, redeem any Securities of this series as
contemplated by [if applicable, insert -- clause (2) of] the preceding paragraph
as a part of, or in anticipation of, any refunding operation by the application,
directly or indirectly, of moneys borrowed having an interest cost to the
Company (calculated in accordance with generally accepted financial practice) of
less than _____% per annum.]

         [If applicable, insert -- The sinking fund for this series provides for
the redemption on ____________ in each year beginning with the year _______ and
ending with the year ______ of [if applicable, insert -- not less than $
_________ ("mandatory sinking fund") and not more than] $ ________ aggregate
principal amount of Securities of this series. Securities of this series
acquired or redeemed by the Company otherwise than through [if applicable,
insert -- mandatory] sinking fund payments may be credited against subsequent
[if applicable, insert -- mandatory] sinking fund payments otherwise required to
be made [if applicable, insert -- , in the inverse order in which they become
due].]

         [If the Security is subject to redemption of any kind, insert -- In the
event of redemption of this Security in part only, a new Security or Securities
of this series and of like tenor for the unredeemed portion hereof will be
issued in the name of the Holder hereof upon the cancellation hereof.]

         The indebtedness evidenced by this Security is, to the extent provided
in the Indenture, subordinate and subject in right of payment to the prior
payment in full of all Senior Debt of the Company, and this Security is issued
subject to the provisions of the Indenture with respect thereto. Each Holder of
this Security, by accepting the same, (a) agrees to and shall be bound by such
provisions, (b) authorizes and directs the Trustee on his behalf to take such
action as may be necessary or appropriate to effectuate the subordination so
provided and (c) appoints the Trustee his attorney-in-fact for any and all such
purposes.

                                       16

<PAGE>

         [If applicable, insert -- As provided in the Indenture and subject to
certain limitations therein set forth, the obligations of the Company under this
Security are guaranteed on a senior subordinated basis pursuant to the
Subsidiary Guarantees endorsed hereon. The Indenture provides that a Subsidiary
Guarantor shall be released from its Subsidiary Guarantee upon compliance with
certain conditions.]

         [If applicable, insert -- The Indenture contains provisions for
Defeasance at any time of [the entire indebtedness of this Security] [or]
[certain restrictive covenants and Events of Default with respect to this
Security] [, in each case] upon compliance with certain conditions set forth in
the Indenture.]

         [If the Security is not an Original Issue Discount Security, insert --
If an Event of Default with respect to Securities of this series shall occur and
be continuing, the principal of the Securities of this series may be declared
due and payable in the manner and with the effect provided in the Indenture.]

         [If the Security is an Original Issue Discount Security, insert -- If
an Event of Default with respect to Securities of this series shall occur and be
continuing, an amount of principal of the Securities of this series may be
declared due and payable in the manner and with the effect provided in the
Indenture. Such amount shall be equal to -- insert formula for determining the
amount. Upon payment (i) of the amount of principal so declared due and payable
and (ii) of interest on any overdue principal, premium and interest (in each
case to the extent that the payment of such interest shall be legally
enforceable), all of the Company's obligations in respect of the payment of the
principal of and premium and interest, if any, on the Securities of this series
shall terminate.]

         The Indenture permits, with certain exceptions as therein provided, the
amendment thereof and the modification of the rights and obligations of the
Company and the rights of the Holders of the Securities of each series to be
affected under the Indenture at any time by the Company and the Trustee with the
consent of the Holders of a majority in principal amount of the Securities at
the time Outstanding of each series to be affected. The Indenture also contains
provisions permitting the Holders of specified percentages in principal amount
of the Securities of each series at the time Outstanding, on behalf of the
Holders of all Securities of such series, to waive compliance by the Company
with certain provisions of the Indenture and certain past defaults under the
Indenture and their consequences. Any such consent or waiver by 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.

         As provided in and subject to the provisions of the Indenture, the
Holder of this Security shall not have the right to institute any proceeding
with respect to the Indenture or for the appointment of a receiver or trustee or
for any other remedy thereunder, unless such Holder shall have previously given
the Trustee written notice of a continuing Event of Default with respect to the
Securities of this series, the Holders of not less than 25% in principal amount
of the Securities of this series at the time Outstanding shall have made written
request to the Trustee to institute proceedings in respect of such Event of
Default as Trustee and offered the Trustee

                                       17

<PAGE>

reasonable indemnity, and the Trustee shall not have received from the Holders
of a majority in principal amount of Securities of this series at the time
Outstanding a direction inconsistent with such request, and shall have failed to
institute any such proceeding, for 60 days after receipt of such notice, request
and offer of indemnity. The foregoing shall not apply to any suit instituted by
the Holder of this Security for the enforcement of any payment of principal
hereof or any premium or interest hereon on or after the respective due dates
expressed herein.

         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, which
is absolute and unconditional, to pay the principal of and any premium and
interest on this Security at the times, place and rate, and in the coin or
currency, herein prescribed.

         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 in any place where the principal of and any
premium and interest on this Security are payable, 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 his
attorney duly authorized in writing, and thereupon one or more new Securities of
this series and of like tenor, of authorized denominations and for the same
aggregate principal amount, will be issued to the designated transferee or
transferees.

         The Securities of this series are issuable only in registered form
without coupons in denominations of $ ______ and any integral multiple thereof.
As provided in the Indenture and subject to certain limitations therein set
forth, Securities of this series are exchangeable for a like aggregate principal
amount of Securities of this series and of like tenor of a different authorized
denomination, as requested by the Holder surrendering the same.

         No service charge shall be made for any such registration of transfer
or exchange, 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, the Trustee and any agent of the Company 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 be overdue, and neither the Company, the
Trustee nor any such agent shall be affected by notice to the contrary.

         All terms used in this Security which are defined in the Indenture
shall have the meanings assigned to them in the Indenture.

SECTION 204. Form of Subsidiary Guarantee.

                              SUBSIDIARY GUARANTEE

         For value received, each of the Subsidiary Guarantors named (or deemed
herein to be named) below hereby jointly and severally fully and unconditionally
guarantees to the Holder of the Security upon which this Subsidiary Guarantee is
endorsed, and to the Trustee on behalf of such Holder, the due and punctual
payment of the principal of (and premium, if any) and interest

                                       18

<PAGE>

on such Security when and as the same shall become due and payable, whether at
the Stated Maturity, by acceleration, call for redemption, offer to purchase or
otherwise, according to the terms thereof and of the Indenture referred to
therein and to cover all the rights of the Trustee under Section 607. In case of
the failure of the Company punctually to make any such payment, each of the
Subsidiary Guarantors hereby jointly and severally agrees to cause such payment
to be made punctually when and as the same shall become due and payable, whether
at the Stated Maturity or by acceleration, call for redemption, offer to
purchase or otherwise, and as if such payment were made by the Company.

         Each of the Subsidiary Guarantors hereby jointly and severally agrees
that its obligations hereunder shall be absolute and unconditional, irrespective
of, and shall be unaffected by, the validity, regularity or enforceability of
such Security or the Indenture, the absence of any action to enforce the same or
any release, amendment, waiver or indulgence granted to the Company or any other
guarantor, or any consent to departure from any requirement of any other
guarantee of all or of any of the Securities of this series, or any other
circumstances which might otherwise constitute a legal or equitable discharge or
defense of a surety or guarantor; provided, however, that, notwithstanding the
foregoing, no such release, amendment, waiver or indulgence shall, without the
consent of such Subsidiary Guarantor, increase the principal amount of such
Security, or increase the interest rate thereon, or alter the Stated Maturity
thereof. Each of the Subsidiary Guarantors hereby waives the benefits of
diligence, presentment, demand of payment, any requirement that the Trustee or
any of the Holders protect, secure, perfect or insure any security interest in
or other lien on any property subject thereto or exhaust any right or take any
action against the Company or any other Person or any collateral, filing of
claims with a court in the event of insolvency or bankruptcy of the Company, any
right to require a proceeding first against the Company, protest or notice with
respect to such Security or the indebtedness evidenced thereby and all demands
whatsoever, and covenants that this Subsidiary Guarantee will not be discharged
except by complete performance of the obligations contained in such Security and
in this Subsidiary Guarantee. Each Subsidiary Guarantor agrees that if, after
the occurrence and during the continuance of an Event of Default with respect to
Securities of this series, the Trustee or any of the Holders are prevented by
applicable law from exercising their respective rights to accelerate the
maturity of the Securities of this series, to collect interest on the Securities
of this series, or to enforce or exercise any other right or remedy with respect
to the Securities of this series, such Subsidiary Guarantor agrees to pay to the
Trustee for the account of the Holders, upon demand therefor, the amount that
would otherwise have been due and payable had such rights and remedies been
permitted to be exercised by the Trustee or any of the Holders.

         The indebtedness of each Subsidiary Guarantor evidenced by this
Subsidiary Guarantee is, to the extent provided in the Indenture, subordinate in
right of payment to the prior payment in full of all Senior Debt of such
Subsidiary Guarantor, and the Subsidiary Guarantee of each Subsidiary Guarantor
is issued subject to the provisions of the Indenture with respect thereto.

         No reference herein to the Indenture and no provision of this
Subsidiary Guarantee or of the Indenture shall alter or impair the Subsidiary
Guarantee of any Subsidiary Guarantor, which is absolute and unconditional, of
the due and punctual payment of the principal (and premium, if any) and interest
on the Security upon which this Subsidiary Guarantee is endorsed.

                                       19

<PAGE>

         Each Subsidiary Guarantor shall be subrogated to all rights of the
Holder of this Security against the Company in respect of any amounts paid by
such Subsidiary Guarantor on account of this Security pursuant to the provisions
of its Subsidiary Guarantee or the Indenture; provided, however, that such
Subsidiary Guarantor shall not be entitled to enforce or to receive any payments
arising out of, or based upon, such right of subrogation until the principal of
(and premium, if any) and interest on this Security and all other Securities of
this series issued under the Indenture shall have been paid in full.

         This Subsidiary Guarantee shall remain in full force and effect and
continue to be effective should any petition be filed by or against the Company
for liquidation or reorganization, should the Company become insolvent or make
an assignment for the benefit of creditors or should a receiver or trustee be
appointed for all or any part of the Company's assets, and shall, to the fullest
extent permitted by law, continue to be effective or be reinstated, as the case
may be, if at any time payment and performance of the Securities of this series
is, pursuant to applicable law, rescinded or reduced in amount, or must
otherwise be restored or returned by any Holder of the Securities of this
series, whether as a "voidable preference," "fraudulent transfer," or otherwise,
all as though such payment or performance had not been made. In the event that
any payment, or any part thereof, is rescinded, reduced, restored or returned,
the Securities of this series shall, to the fullest extent permitted by law, be
reinstated and deemed reduced only by such amount paid and not so rescinded,
reduced, restored or returned.

         The Subsidiary Guarantors or any particular Subsidiary Guarantor shall
be released from this Subsidiary Guarantee upon the terms and subject to certain
conditions provided in the Indenture.

         By delivery to the Trustee of a supplement to the Indenture referred to
in the Security upon which this Subsidiary Guarantee is endorsed in accordance
with the terms of the Indenture, each Person that becomes a Subsidiary Guarantor
after the date of first issuance of the Securities of this series will be deemed
to have executed and delivered this Subsidiary Guarantee for the benefit of the
Holder of the Security upon which this Subsidiary Guarantee is endorsed with the
same effect as if such Subsidiary Guarantor was named below and has executed and
delivered this Subsidiary Guarantee.

         All terms used in this Subsidiary Guarantee which are defined in the
Indenture shall have the meanings assigned to them in such Indenture.

         This Subsidiary Guarantee shall not be valid or obligatory for any
purpose until the certificate of authentication on the Security upon which this
Subsidiary Guarantee is endorsed shall have been executed by the Trustee under
the Indenture by manual signature.

         Reference is made to the Indenture for further provisions with respect
to this Subsidiary Guarantee.

         This Subsidiary Guarantee shall be governed by and construed in
accordance with the laws of the State of New York.

                                       20

<PAGE>

         IN WITNESS WHEREOF, each of the Subsidiary Guarantors has caused this
Subsidiary Guarantee to be duly executed.

                                        [Insert Names of Subsidiary Guarantors]

                                        By ______________________________
                                           Title:

Attest:

__________________________

SECTION 205. Form of Legend for Global Securities.

         Unless otherwise specified as contemplated by Section 301 for the
Securities evidenced thereby, every Global Security authenticated and delivered
hereunder shall bear a legend in substantially the following form:

         THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE
         HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY
         OR A NOMINEE THEREOF. THIS SECURITY MAY NOT BE EXCHANGED IN WHOLE OR IN
         PART FOR A SECURITY REGISTERED, AND NO TRANSFER OF THIS SECURITY IN
         WHOLE OR IN PART MAY BE REGISTERED, IN THE NAME OF ANY PERSON OTHER
         THAN SUCH DEPOSITARY OR A NOMINEE THEREOF, EXCEPT IN THE LIMITED
         CIRCUMSTANCES DESCRIBED IN THE INDENTURE.

SECTION 206. Form of Trustee's Certificate of Authentication.

         The Trustee's certificates of authentication shall be in substantially
the following form:

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

                                        Wells Fargo Bank, N.A.
                                             As Trustee

                                        By _____________________________
                                                Authorized Officer

                                       21

<PAGE>

                                  ARTICLE THREE

                                 THE SECURITIES

SECTION 301. Amount Unlimited; Issuable in Series.

         The aggregate principal amount of Securities which may be authenticated
and delivered under this Indenture is unlimited.

         The Securities may be issued in one or more series. There shall be
established in or pursuant to a Board Resolution and, subject to Section 303,
set forth, or determined in the manner provided, in an Officers' Certificate, or
established in one or more indentures supplemental hereto, prior to the issuance
of Securities of any series,

                  (1)      the title of the Securities of the series (which
         shall distinguish the Securities of the series from Securities of any
         other series);

                  (2)      if the Securities of the series will not have the
         benefit of the Subsidiary Guarantees of the Subsidiary Guarantors;

                  (3)      any change to the subordination provisions which
         applies to the Securities of the series from those contained in Article
         Twelve with respect to the Securities and/or, if applicable, those
         contained in Article Fourteen with respect to the Subsidiary
         Guarantees, and the definitions of Senior Debt and Designated Senior
         Debt which shall apply to the Securities of the series, and, if
         applicable, the Subsidiary Guarantees;

                  (4)      any limit upon the aggregate principal amount of the
         Securities of the series which may be authenticated and delivered under
         this Indenture (except for Securities authenticated and delivered upon
         registration of transfer of, or in exchange for, or in lieu of, other
         Securities of the series pursuant to Section 304, 305, 306, 906 or 1107
         and except for any Securities which, pursuant to Section 303, are
         deemed never to have been authenticated and delivered hereunder);

                  (5)      the Person to whom any interest on a Security of the
         series shall be payable, if other than the Person in whose name that
         Security (or one or more Predecessor Securities) is registered at the
         close of business on the Regular Record Date for such interest;

                  (6)      the date or dates on which the principal of any
         Securities of the series is payable;

                  (7)      the rate or rates at which any Securities of the
         series shall bear interest, if any, the date or dates from which any
         such interest shall accrue, the Interest Payment Dates on which any
         such interest shall be payable and the Regular Record Date for any such
         interest payable on any Interest Payment Date;

                  (8)      the place or places where the principal of and any
         premium and interest on any Securities of the series shall be payable;

                                       22

<PAGE>

                  (9)      the period or periods within which, the price or
         prices at which and the terms and conditions upon which any Securities
         of the series may be redeemed, in whole or in part, at the option of
         the Company and, if other than by a Board Resolution, the manner in
         which any election by the Company to redeem the Securities shall be
         evidenced;

                  (10)     the obligation, if any, of the Company to redeem or
         purchase any Securities of the series pursuant to any sinking fund or
         analogous provisions or at the option of the Holder thereof and the
         period or periods within which, the price or prices at which and the
         terms and conditions upon which any Securities of the series shall be
         redeemed or purchased, in whole or in part, pursuant to such
         obligation;

                  (11)     if other than denominations of $1,000 and any
         integral multiple thereof, the denominations in which any Securities of
         the series shall be issuable;

                  (12)     if the amount of principal of or any premium or
         interest on any Securities of the series may be determined with
         reference to an index or pursuant to a formula, the manner in which
         such amounts shall be determined;

                  (13)     if other than the currency of the United States of
         America, the currency, currencies or currency units in which the
         principal of or any premium or interest on any Securities of the series
         shall be payable and the manner of determining the equivalent thereof
         in the currency of the United States of America for any purpose,
         including for purposes of the definition of "Outstanding" in Section
         101;

                  (14)     if the principal of or any premium or interest on any
         Securities of the series is to be payable, at the election of the
         Company or the Holder thereof, in one or more currencies or currency
         units other than that or those in which such Securities are stated to
         be payable, the currency, currencies or currency units in which the
         principal of or any premium or interest on such Securities as to which
         such election is made shall be payable, the periods within which and
         the terms and conditions upon which such election is to be made and the
         amount so payable (or the manner in which such amount shall be
         determined);

                  (15)     if other than the entire principal amount thereof,
         the portion of the principal amount of any Securities of the series
         which shall be payable upon declaration of acceleration of the Maturity
         thereof pursuant to Section 502;

                  (16)     if the principal amount payable at the Stated
         Maturity of any Securities of the series will not be determinable as of
         any one or more dates prior to the Stated Maturity, the amount which
         shall be deemed to be the principal amount of such Securities as of any
         such date for any purpose thereunder or hereunder, including the
         principal amount thereof which shall be due and payable upon any
         Maturity other than the Stated Maturity or which shall be deemed to be
         Outstanding as of any date prior to the Stated Maturity (or, in any
         such case, the manner in which such amount deemed to be the principal
         amount shall be determined);

                                       23

<PAGE>

                  (17)     if applicable, that the Securities of the series, in
         whole or any specified part, shall be defeasible pursuant to Section
         1502 or Section 1503 or both such Sections and, if other than by a
         Board Resolution, the manner in which any election by the Company to
         defease such Securities shall be evidenced;

                  (18)     if applicable, that any Securities of the series
         shall be issuable in whole or in part in the form of one or more Global
         Securities and, in such case, the respective Depositories for such
         Global Securities, the form of any legend or legends which shall be
         borne by any such Global Security in addition to or in lieu of that set
         forth in Section 205 and any circumstances in addition to or in lieu of
         those set forth in clause (2) of the last paragraph of Section 305 in
         which any such Global Security may be exchanged in whole or in part for
         Securities registered, and any transfer of such Global Security in
         whole or in part may be registered, in the name or names of Persons
         other than the Depositary for such Global Security or a nominee
         thereof;

                  (19)     any addition to or change in the Events of Default
         which applies to any Securities of the series and any change in the
         right of the Trustee or the requisite Holders of such Securities to
         declare the principal amount thereof due and payable pursuant to
         Section 502;

                  (20)     any addition to or change in the covenants set forth
         in Article Ten which applies to Securities of the series;

                  (21)     whether the Securities of the series will be
         convertible into Capital Stock (or cash in lieu thereof) and, if so,
         the terms and conditions upon which such conversion will be effected;
         and

                  (22)     any other terms of the series (which terms shall not
         be inconsistent with the provisions of this Indenture, except as
         permitted by Section 901(5)).

         All Securities of any one series shall be substantially identical
except as to denomination and except as may otherwise be provided in or pursuant
to the Board Resolution referred to above and (subject to Section 303) set
forth, or determined in the manner provided, in the Officers' Certificate
referred to above or in any such indenture supplemental hereto.

         If any of the terms of the series are established by action taken
pursuant to a Board Resolution, a copy of an appropriate record of such action
shall be certified by the Secretary or an Assistant Secretary of the Company and
delivered to the Trustee at or prior to the delivery of the Officers'
Certificate setting forth the terms of the series.

         The Securities of each series shall have the benefit of the Subsidiary
Guarantees unless the Company elects otherwise upon the establishment of a
series pursuant to this Section 301.

         The Securities shall be subordinated in right of payment to Senior Debt
of the Company as provided in Article Twelve. Each Subsidiary Guarantee shall be
subordinated in right of payment to Senior Debt of the applicable Subsidiary
Guarantor as provided in Article Fourteen.

                                       24

<PAGE>

SECTION 302. Denominations.

         The Securities of each series shall be issuable only in registered form
without coupons and only in such denominations as shall be specified as
contemplated by Section 301. In the absence of any such specified denomination
with respect to the Securities of any series, the Securities of such series
shall be issuable in denominations of $1,000 and any integral multiple thereof.

SECTION 303. Execution, Authentication, Delivery and Dating.

         The Securities shall be executed on behalf of the Company by its
Chairman of the Board of Directors, its Vice Chairman of the Board of Directors,
its President or one of its Vice Presidents. If its corporate seal is reproduced
thereon, then it shall be attested by its Secretary or one of its Assistant
Secretaries. The signature of any of these officers on the Securities may be
manual or facsimile.

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

         At any time and from time to time after the execution and delivery of
this Indenture, the Company may deliver Securities of any series executed by the
Company and, if applicable, having endorsed thereon the Subsidiary Guarantees
executed as provided in Section 1303 by the Subsidiary Guarantors to the Trustee
for authentication, together with a Company Order for the authentication and
delivery of such Securities, and the Trustee in accordance with the Company
Order shall authenticate and deliver such Securities. If the form or terms of
the Securities of the series have been established by or pursuant to one or more
Board Resolutions as permitted by Sections 201 and 301, in authenticating such
Securities, and accepting the additional responsibilities under this Indenture
in relation to such Securities, the Trustee shall be entitled to receive, and
(subject to Section 601) shall be fully protected in relying upon, an Opinion of
Counsel stating,

                  (1)      if the form of such Securities has been established
         by or pursuant to Board Resolution as permitted by Section 201, that
         such form has been established in conformity with the provisions of
         this Indenture;

                  (2)      if the terms of such Securities have been established
         by or pursuant to Board Resolution as permitted by Section 301, that
         such terms have been established in conformity with the provisions of
         this Indenture; and

                  (3)      that such Securities, when authenticated and
         delivered by the Trustee and issued by the Company in the manner and
         subject to any conditions specified in such Opinion of Counsel, will
         constitute valid and legally binding obligations of the Company, and,
         if applicable, the Subsidiary Guarantees endorsed thereon will
         constitute valid and legally binding obligations of the Subsidiary
         Guarantors, enforceable in accordance with their terms, subject to
         bankruptcy, insolvency, fraudulent transfer, reorganization,

                                       25

<PAGE>

         moratorium and similar laws of general applicability relating to or
         affecting creditors' rights and to general equity principles.

If such form or terms have been so established, the Trustee shall not be
required to authenticate such Securities if the issue of such Securities
pursuant to this Indenture will affect the Trustee's own rights, duties or
immunities under the Securities and this Indenture or otherwise in a manner
which is not reasonably acceptable to the Trustee.

         Notwithstanding the provisions of Section 301 and of the preceding
paragraph, if all Securities of a series are not to be originally issued at one
time, it shall not be necessary to deliver the Officers' Certificate otherwise
required pursuant to Section 301 or the Company Order and Opinion of Counsel
otherwise required pursuant to such preceding paragraph at or prior to the
authentication of each Security of such series if such documents are delivered
at or prior to the authentication upon original issuance of the first Security
of such series to be issued.

         Each Security shall be dated the date of its authentication.

         No Security or Subsidiary Guarantee 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 executed by the Trustee by manual signature, and such
certificate upon any Security shall be conclusive evidence, and the only
evidence, that such Security has been duly authenticated and delivered
hereunder. Notwithstanding the foregoing, if any Security shall have been
authenticated and delivered hereunder but never issued and sold by the Company,
and the Company shall deliver such Security to the Trustee for cancellation as
provided in Section 309, for all purposes of this Indenture such Security shall
be deemed never to have been authenticated and delivered hereunder and shall
never be entitled to the benefits of this Indenture.

SECTION 304. Temporary Securities.

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

         If temporary Securities of any series are issued, the Company will
cause definitive Securities of that series to be prepared without unreasonable
delay. After the preparation of definitive Securities of such series, the
temporary Securities of such series shall be exchangeable for definitive
Securities of such series upon surrender of the temporary Securities of such
series at the office or agency of the Company in a Place of Payment for that
series, without charge to the Holder. Upon surrender for cancellation of any one
or more temporary Securities of any series, the Company shall execute and the
Trustee shall authenticate and deliver in exchange therefor one or more
definitive Securities of the same series, of any authorized denominations

                                       26
<PAGE>

and of like tenor and aggregate principal amount and, if applicable, having
endorsed thereon Subsidiary Guarantees executed by the Subsidiary Guarantors.
Until so exchanged, the temporary Securities of any series shall in all respects
be entitled to the same benefits under this Indenture as definitive Securities
of such series and tenor.

Section 305. Registration, Registration of Transfer and Exchange.

         The Company shall cause to be kept at the Corporate Trust Office of the
Trustee a register (the register maintained in such office and in any other
office or agency of the Company in a Place of Payment being herein sometimes
collectively referred to as the "Security Register") in which, subject to such
reasonable regulations as it may prescribe, the Company shall provide for the
registration of Securities and of transfers of Securities. The Trustee is hereby
appointed "Security Registrar" for the purpose of registering Securities and
transfers of Securities as herein provided.

         Upon surrender for registration of transfer of any Security of a series
at the office or agency of the Company in a Place of Payment for that series,
the Company shall execute, if applicable the Subsidiary Guarantors shall execute
the Subsidiary Guarantees endorsed thereon and the Trustee shall authenticate
and deliver, in the name of the designated transferee or transferees, one or
more new Securities of the same series, of any authorized denominations and of
like tenor and aggregate principal amount.

         At the option of the Holder, Securities of any series may be exchanged
for other Securities of the same series, of any authorized denominations and of
like tenor and 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, if applicable the
Subsidiary Guarantors shall execute the Subsidiary Guarantees endorsed thereon
and the Trustee shall authenticate and deliver, the Securities which the Holder
making the exchange is entitled to receive.

         All Securities and, if applicable, the Subsidiary Guarantees endorsed
thereon issued upon any registration of transfer or exchange of Securities shall
be the valid obligations of the Company and, if applicable, the respective
Subsidiary Guarantors, evidencing the same debt, and entitled to the same
benefits under this Indenture, as the Securities and Subsidiaries Guarantees
surrendered upon such registration of transfer or exchange.

         Every Security presented or surrendered for registration of transfer or
for exchange 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 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 that may be imposed in connection
with any registration of transfer or exchange of Securities, other than
exchanges pursuant to Section 304, 906, 1107 or otherwise not involving any
transfer.

                                       27

<PAGE>

         If the Securities of any series (or of any series and specified tenor)
are to be redeemed in part, the Company shall not be required (A) to issue,
register the transfer of or exchange any Securities of that series (or of that
series and specified tenor, as the case may be) during a period beginning at the
opening of business 15 days before the day of the mailing of a notice of
redemption of any such Securities selected for redemption under Section 1103 and
ending at the close of business on the day of such mailing, or (B) to register
the transfer of or exchange any Security so selected for redemption in whole or
in part, except the unredeemed portion of any Security being redeemed in part.

         The provisions of clauses (1), (2), (3) and (4) below shall apply only
to Global Securities:

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

                  (2)      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 (A)
         such Depositary (i) has notified the Company that it is unwilling or
         unable to continue as Depositary for such Global Security or (ii) has
         ceased to be a clearing agency registered under the Exchange Act, and
         in either case the Company fails to appoint a successor Depositary
         within 90 days, (B) there shall have occurred and be continuing an
         Event of Default with respect to such Global Security and the
         Depositary shall have notified the Trustee of its decision to exchange
         such Global Security for Securities in certificated form or (C) there
         shall exist such circumstances, if any, in addition to or in lieu of
         the foregoing as have been specified for this purpose as contemplated
         by Section 301.

                  (3)      Subject to clause (2) above, any exchange of a Global
         Security for other Securities may be made in whole or in part, and all
         Securities issued in exchange for a Global Security or any portion
         thereof shall be registered in such names as the Depositary for such
         Global Security shall direct.

                  (4)      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 Section,
         Section 304, 306, 906 or 1107 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.

SECTION 306. Mutilated, Destroyed, Lost and Stolen Securities.

         If any mutilated Security is surrendered to the Trustee, the Company
shall execute, if applicable the Subsidiary Guarantors shall execute the
Subsidiary Guarantees endorsed thereon and the Trustee shall authenticate and
deliver in exchange therefor a new Security of the same

                                       28

<PAGE>

series and of like tenor and principal amount and bearing a number not
contemporaneously outstanding.

         If there shall be delivered to the Company and the Trustee (i) evidence
to their satisfaction of the destruction, loss or theft of any Security and (ii)
such security or indemnity as may be required by them to save each of them and
any agent of either of them harmless, then, in the absence of notice to the
Company or the Trustee that such Security has been acquired by a bona fide
purchaser, the Company shall execute, if applicable the Subsidiary Guarantors
shall execute the Subsidiary Guarantees endorsed thereon and the Trustee shall
authenticate and deliver, in lieu of any such destroyed, lost or stolen
Security, a new Security of the same series and of like tenor and principal
amount and bearing a number not contemporaneously outstanding.

         In case any such mutilated, destroyed, lost or stolen Security has
become or is about to become due and payable, the Company in its discretion may,
instead of issuing a new Security, pay such Security.

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

         Every new Security of any series issued pursuant to this Section in
lieu of any destroyed, lost or stolen Security, and, if applicable, the
Subsidiary Guarantees endorsed thereon, shall constitute an original additional
contractual obligation of the Company and, if applicable, the respective
Subsidiary Guarantors, whether or not the destroyed, lost or stolen Security
shall be at any time enforceable by anyone, and shall be entitled to all the
benefits of this Indenture equally and proportionately with any and all other
Securities of that series 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 307. Payment of Interest; Interest Rights Preserved.

         Except as otherwise provided as contemplated by Section 301 with
respect to any series of Securities, interest on any Security which is payable,
and is punctually paid or duly provided for, on any Interest Payment Date shall
be paid to the Person in whose name that Security (or one or more Predecessor
Securities) is registered at the close of business on the Regular Record Date
for such interest.

         Any interest on any Security of any series which is payable, but is not
punctually paid or duly provided for, on any Interest Payment Date (herein
called "Defaulted Interest") shall forthwith cease to be payable to the Holder
on the relevant Regular Record Date by virtue of having been such Holder, and
such Defaulted Interest may be paid by the Company, at its election in each
case, as provided in clause (1) or (2) below:

                                       29

<PAGE>

                  (1)      The Company may elect to make payment of any
         Defaulted Interest to the Persons in whose names the Securities of such
         series (or their respective Predecessor Securities) are registered at
         the close of business on a Special Record Date for the payment of such
         Defaulted Interest, which shall be fixed in the following manner. The
         Company shall notify the Trustee in writing of the amount of Defaulted
         Interest proposed to be paid on each Security of such series and the
         date of the proposed payment, and at the same time the Company shall
         deposit with the Trustee an amount of money equal to the aggregate
         amount proposed to be paid in respect of such Defaulted Interest or
         shall make arrangements satisfactory to the Trustee for such deposit
         prior to the date of the proposed payment, such money when deposited to
         be held in trust for the benefit of the Persons entitled to such
         Defaulted Interest as in this clause provided. Thereupon the Trustee
         shall fix a Special Record Date for the payment of such Defaulted
         Interest which shall be not more than 15 days and not less than 10 days
         prior to the date of the proposed payment and not less than 10 days
         after the receipt by the Trustee of the notice of the proposed payment.
         The Trustee shall promptly notify the Company of such Special Record
         Date and, in the name and at the expense of the Company, shall cause
         notice of the proposed payment of such Defaulted Interest and the
         Special Record Date therefor to be given to each Holder of Securities
         of such series in the manner set forth in Section 106, not less than 10
         days prior to such Special Record Date. Notice of the proposed payment
         of such Defaulted Interest and the Special Record Date therefor having
         been so mailed, such Defaulted Interest shall be paid to the Persons in
         whose names the Securities of such series (or their respective
         Predecessor Securities) are registered at the close of business on such
         Special Record Date and shall no longer be payable pursuant to the
         following clause (2).

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

         Subject to the foregoing provisions of this Section, 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.

SECTION 308. Persons Deemed Owners.

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

                                       30

<PAGE>

SECTION 309. Cancellation.

         All Securities surrendered for payment, redemption, purchase,
registration of transfer or exchange or for credit against any sinking fund
payment shall, if surrendered to any Person other than the Trustee, be delivered
to the Trustee and shall be promptly cancelled by it. The Company may at any
time deliver to the Trustee for cancellation any Securities previously
authenticated and delivered hereunder which the Company may have acquired in any
manner whatsoever, and may deliver to the Trustee (or to any other Person for
delivery to the Trustee) for cancellation any Securities previously
authenticated hereunder which the Company has not issued and sold, and all
Securities so delivered shall be promptly cancelled by the Trustee. No
Securities shall be authenticated in lieu of or in exchange for any Securities
cancelled as provided in this Section, except as expressly permitted by this
Indenture. All cancelled Securities held by the Trustee shall be disposed of as
directed by a Company Order.

SECTION 310. Computation of Interest.

         Except as otherwise specified as contemplated by Section 301 for
Securities of any series, interest on the Securities of each series shall be
computed on the basis of a 360-day year of twelve 30-day months.

                                  ARTICLE FOUR

                           SATISFACTION AND DISCHARGE

SECTION 401. Satisfaction and Discharge of Indenture.

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

                  (1)      either

                           (A)      all Securities of such series theretofore
                  authenticated and delivered (other than (i) Securities of such
                  series which have been destroyed, lost or stolen and which
                  have been replaced or paid as provided in Section 306 and (ii)
                  Securities of such series for whose payment money 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

                           (B)      all such Securities of such series not
                  theretofore delivered to the Trustee for cancellation

                                    (i)      have become due and payable, or

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<PAGE>

                                    (ii)     will become due and payable at
                           their Stated Maturity within one year, or

                                    (iii)    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, if applicable, a Subsidiary Guarantor, in
                  the case of (i), (ii) or (iii) above, has deposited or caused
                  to be deposited with the Trustee as trust funds in trust for
                  the purpose money in an amount sufficient to pay and discharge
                  the entire indebtedness on such Securities not theretofore
                  delivered to the Trustee for cancellation, for principal and
                  any premium and interest to the date of such deposit (in the
                  case of Securities which have become due and payable) or to
                  the Stated Maturity or Redemption Date, as the case may be;

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

                  (3)      the Company has delivered to the Trustee an Officers'
         Certificate and an Opinion of Counsel, each stating that all conditions
         precedent herein provided for relating to the satisfaction and
         discharge of this Indenture have been complied with.

         Notwithstanding the satisfaction and discharge of this Indenture, the
obligations of the Company to the Trustee under Section 607, the obligations of
the Trustee to any Authenticating Agent under Section 614 and, if money shall
have been deposited with the Trustee pursuant to subclause (B) of clause (1) of
this Section, the obligations of the Trustee under Section 402 and the last
paragraph of Section 1003 shall survive.

SECTION 402. Application of Trust Money.

         Subject to the provisions of the last paragraph of Section 1003, all
money deposited with the Trustee pursuant to Section 401 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 and any premium and
interest for whose payment such money has been deposited with the Trustee.

                                  ARTICLE FIVE

                                    REMEDIES

SECTION 501. Events of Default.

         "Event of Default", wherever used herein with respect to Securities of
any series, means any one of the following events (whatever the reason for such
Event of Default and whether it shall be occasioned by the provisions of Article
Twelve or be voluntary or involuntary or be

                                       32

<PAGE>

effected by operation of law or pursuant to any judgment, decree or order of any
court or any order, rule or regulation of any administrative or governmental
body):

                  (1)      default in the payment of any interest upon any
         Security of that series when it becomes due and payable, and
         continuance of such default for a period of 30 days; or

                  (2)      default in the payment of the principal of or any
         premium on any Security of that series at its Maturity; or

                  (3)      default in the deposit of any sinking fund payment,
         when and as due by the terms of a Security of that series; or

                  (4)      default in the performance, or breach, of any
         covenant or warranty of the Company in this Indenture (other than a
         covenant or warranty a default in whose performance or whose breach is
         elsewhere in this Section specifically dealt with or which has
         expressly been included in this Indenture solely for the benefit of
         series of Securities other than that series), and continuance of such
         default or breach for a period of 60 days after there has been given,
         by registered or certified mail, to the Company by the Trustee or to
         the Company and the Trustee by the Holders of at least 25% in principal
         amount of the Outstanding Securities of that series a written notice
         specifying such default or breach and requiring it to be remedied and
         stating that such notice is a "Notice of Default" hereunder; or

                  (5)      a default under the terms of any instrument
         evidencing or securing any Debt of the Company or any Subsidiary having
         an outstanding principal amount of $10 million individually or in the
         aggregate which default results in the acceleration of the payment of
         all or any portion of such Debt (which acceleration is not rescinded
         within a period of 10 days of the occurrence of such acceleration) or
         constitutes the failure to pay all or any portion of the principal
         amount of such Debt when due; or

                  (6)      the rendering of a final judgment or judgments (not
         subject to appeal) against the Company or any Subsidiary in an amount
         in excess of $10 million which remains undischarged or unstayed for a
         period of 60 days after the date on which the right to appeal has
         expired;

                  (7)      the entry by a court having jurisdiction in the
         premises of (A) a decree or order for relief in respect of the Company,
         any Significant Subsidiary or any group of Subsidiaries that together
         would constitute a Significant Subsidiary in an involuntary case or
         proceeding under any applicable Federal or State bankruptcy,
         insolvency, reorganization or other similar law or (B) a decree or
         order adjudging the Company, any Significant Subsidiary or any group of
         Subsidiaries that together would constitute a Significant Subsidiary a
         bankrupt or insolvent, or approving as properly filed a petition
         seeking reorganization, arrangement, adjustment or composition of or in
         respect of the Company, any Significant Subsidiary or any group of
         Subsidiaries that together would constitute a Significant Subsidiary
         under any applicable Federal or State law, or appointing a custodian,
         receiver, liquidator, assignee, trustee, sequestrator or other similar

                                       33

<PAGE>

         official of the Company, any Significant Subsidiary or any group of
         Subsidiaries that together would constitute a Significant Subsidiary or
         of any substantial part of its or their property, or ordering the
         winding up or liquidation of its or their affairs, and the continuance
         of any such decree or order for relief or any such other decree or
         order unstayed and in effect for a period of 60 consecutive days; or

                  (8)      the commencement by the Company, any Significant
         Subsidiary or any group of Subsidiaries that together would constitute
         a Significant Subsidiary of a voluntary case or proceeding under any
         applicable Federal or State bankruptcy, insolvency, reorganization or
         other similar law or of any other case or proceeding to be adjudicated
         a bankrupt or insolvent, or the consent by it or them to the entry of a
         decree or order for relief in respect of the Company, any Significant
         Subsidiary or any group of Subsidiaries that together would constitute
         a Significant Subsidiary in an involuntary case or proceeding under any
         applicable Federal or State bankruptcy, insolvency, reorganization or
         other similar law or to the commencement of any bankruptcy or
         insolvency case or proceeding against it or them, or the filing by it
         or them of a petition or answer or consent seeking reorganization or
         relief under any applicable Federal or State law, or the consent by it
         or them to the filing of such petition or to the appointment of or
         taking possession by a custodian, receiver, liquidator, assignee,
         trustee, sequestrator or other similar official of the Company, any
         Significant Subsidiary or any group of Subsidiaries that together would
         constitute a Significant Subsidiary or of any substantial part of its
         or their property, or the making by it or them of an assignment for the
         benefit of creditors, or the admission by it or them in writing of its
         or their inability to pay its or their debts generally as they become
         due, or the taking of corporate action by the Company, any Significant
         Subsidiary or any group of Subsidiaries that together would constitute
         a Significant Subsidiary in furtherance of any such action; or

                  (9)      in the event the Subsidiary Guarantors have issued
         Subsidiary Guarantees with respect to the Securities of such series,
         the Subsidiary Guarantee of any Subsidiary Guarantor is held by a final
         non-appealable order or judgment of a court of competent jurisdiction
         to be unenforceable or invalid or ceases for any reason to be in full
         force and effect (other than in accordance with the terms of this
         Indenture) or any Subsidiary Guarantor or any Person acting on behalf
         of any Subsidiary Guarantor denies or disaffirms such Subsidiary
         Guarantor's obligations under its Subsidiary Guarantee (other than by
         reason of a release of such Subsidiary Guarantor from its Subsidiary
         Guarantee in accordance with the terms of this Indenture); or

                  (10)     any other Event of Default provided with respect to
         Securities of that series.

SECTION 502. Acceleration of Maturity; Rescission and Annulment.

         If an Event of Default (other than an Event of Default specified in
Section 501(7) or 501(8)) with respect to Securities of any series at the time
Outstanding occurs and is continuing, then in every such case the Trustee or the
Holders of not less than 25% in principal amount of the Outstanding Securities
of that series may declare the principal amount of all the Securities of that
series (or, if any Securities of that series are Original Issue Discount
Securities, such portion

                                       34

<PAGE>

of the principal amount of such Securities as may be specified by the terms
thereof) to be due and payable immediately, by a notice in writing to the
Company (and to the Trustee if given by Holders), and upon any such declaration
such principal amount (or specified amount) shall become immediately due and
payable. If an Event of Default specified in Section 501(7) or 501 (8) with
respect to Securities of any series at the time Outstanding occurs, the
principal amount of all the Securities of that series (or, if any Securities of
that series are Original Issue Discount Securities, such portion of the
principal amount of such Securities as may be specified by the terms thereof)
shall automatically, and without any declaration or other action on the part of
the Trustee or any Holder, become immediately due and payable.

         At any time after such a declaration of acceleration with respect to
Securities of any series has been made and 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 principal amount of the
Outstanding Securities of that series, by written notice to the Company and the
Trustee, may rescind and annul such declaration and its consequences if

                  (1)      the Company or, if applicable, any Subsidiary
         Guarantor has paid or deposited with the Trustee a sum sufficient to
         pay

                           (A)      all overdue interest on all Securities of
                  that series,

                           (B)      the principal of (and premium, if any, on)
                  any Securities of that series which have become due otherwise
                  than by such declaration of acceleration and any interest
                  thereon at the rate or rates prescribed therefor in such
                  Securities,

                           (C)      to the extent that payment of such interest
                  is lawful, interest upon overdue interest at the rate or rates
                  prescribed therefor in such Securities, and

                           (D)      all sums paid or advanced by the Trustee
                  hereunder and the reasonable compensation, expenses,
                  disbursements and advances of the Trustee, its agents and
                  counsel;

         and

                  (2)      all Events of Default with respect to Securities of
         that series, other than the non-payment of the principal of Securities
         of that series which has 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 Indebtedness and Suits for Enforcement by Trustee.

         The Company covenants that if

                  (1)      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

                                       35

<PAGE>

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

the Company will, 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 any premium and interest and, to the extent that
payment of such interest shall be legally enforceable, interest on any overdue
principal and premium and on any overdue interest, at the rate or rates
prescribed therefor in such 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 an Event of Default with respect to Securities of any series occurs
and is continuing, the Trustee may in its discretion proceed to protect and
enforce its rights and the rights of the Holders of Securities of such series by
such appropriate judicial proceedings as the Trustee shall deem most effectual
to protect and enforce any such rights, 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 to enforce any other proper remedy.

SECTION 504. Trustee May File Proofs of Claim.

         In case of any judicial proceeding relative to the Company, any
Subsidiary Guarantor or any other obligor upon the Securities, or the property
or creditors of the Company, any Subsidiary Guarantor or any other obligor upon
the Securities, the Trustee shall be entitled and empowered, by intervention in
such proceeding or otherwise, to take any and all actions authorized under the
Trust Indenture Act in order to have claims of the Holders and the Trustee
allowed in any such proceeding. In particular, the Trustee shall be authorized
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 other 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 to 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.

         No provision of this Indenture 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 any Subsidiary Guarantee 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; provided, however, that the Trustee may, on behalf of the Holders,
vote for the election of a trustee in bankruptcy or similar official and be a
member of a creditors' or other similar committee.

SECTION 505. Trustee May Enforce Claims Without Possession of Securities.

         All rights of action and claims under this Indenture or the Securities
or any Subsidiary Guarantee 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

                                       36

<PAGE>

instituted by the Trustee shall be brought in its own name 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 shall be
applied 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 or any premium
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; and

                  SECOND: Subject to Article Twelve and Article Fourteen, to the
         payment of the amounts then due and unpaid for principal of and any
         premium and interest on the Securities 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 and any premium and interest,
         respectively.

SECTION 507. Limitation on Suits.

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

                  (1)      such Holder has previously given written notice to
         the Trustee of a continuing Event of Default with respect to the
         Securities of that series;

                  (2)      the Holders of not less than 25% in principal amount
         of the Outstanding Securities of that series 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;

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

                  (4)      the Trustee for 60 days after its receipt of such
         notice, request and offer of indemnity has failed to institute any such
         proceeding; and

                  (5)      no direction inconsistent with such written request
         has been given to the Trustee during such 60-day period by the Holders
         of a majority in principal amount of the Outstanding Securities of that
         series;

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

                                       37

<PAGE>

or prejudice the rights of any other of such Holders, or to obtain or to seek to
obtain priority or preference over any other of such Holders or to enforce any
right under this Indenture, except in the manner herein provided and for the
equal and ratable benefit of all of such 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, which is absolute and unconditional, to
receive payment of the principal of and any premium and (subject to Section 307)
interest on such Security on the respective Stated Maturities expressed in such
Security (or, in the case of redemption or offer by the Company to purchase the
Securities pursuant to the terms of this Indenture, on the Redemption Date or
purchase date, as applicable) 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 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, subject to any
determination in such proceeding, the Company, the Subsidiary Guarantors, the
Trustee and the Holders shall 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.

         Except as otherwise provided with respect to the replacement or payment
of mutilated, destroyed, lost or stolen Securities in the last paragraph of
Section 306, 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 Securities
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 a majority in principal amount of the Outstanding
Securities of any series shall have the right to direct the time, method and
place of conducting any proceeding for any

                                       38

<PAGE>

remedy available to the Trustee, or exercising any trust or power conferred on
the Trustee, with respect to the Securities of such series, provided that

                  (1)      such direction shall not be in conflict with any rule
         of law or with this Indenture, and

                  (2)      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.

         The Holders of not less than a majority in principal amount of the
Outstanding Securities of any series may on behalf of the Holders of all the
Securities of such series waive any past default hereunder with respect to such
series and its consequences, except a default

                  (1)      in the payment of the principal of or any premium or
         interest on any Security of such series (including any Security which
         is required to have been purchased by the Company pursuant to an offer
         to purchase by the Company made pursuant to the terms of this
         Indenture), or

                  (2)      in respect of a covenant or provision hereof which
         under Article Nine cannot be modified or amended without the consent of
         the Holder of each Outstanding Security of such series affected.

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

SECTION 514. Undertaking for Costs.

         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, a court may require any party litigant in such suit to
file an undertaking to pay the costs of such suit, and may assess costs against
any such party litigant, in the manner and to the extent provided in the Trust
Indenture Act; provided, however, that neither this Section nor the Trust
Indenture Act shall be deemed to authorize any court to require such an
undertaking or to make such an assessment in any suit instituted by the Company
or any Subsidiary Guarantor.

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

         Each of the Company and the Subsidiary Guarantors covenants (to the
extent that it may lawfully do so) that it will not at any time insist upon, or
plead, or in any manner whatsoever claim or take the benefit or advantage of,
any usury, stay or extension law wherever enacted, now or at any time hereafter
in force, which may affect the covenants or the performance of this Indenture;
and each of the Company and the Subsidiary 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 will not hinder, delay or impede the execution of any
power herein granted to the Trustee,

                                       39

<PAGE>

but will suffer and permit the execution of every such power as though no such
law had been enacted.

                                   ARTICLE SIX

                                   THE TRUSTEE

SECTION 601. Certain Duties and Responsibilities.

         The duties and responsibilities of the Trustee shall be as provided by
the Trust Indenture Act. Notwithstanding the foregoing, 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. Whether or not therein
expressly so provided, every provision of this Indenture relating to the conduct
or affecting the liability of or affording protection to the Trustee shall be
subject to the provisions of this Section.

SECTION 602. Notice of Defaults.

         If a default occurs hereunder with respect to Securities of any series,
the Trustee shall give the Holders of Securities of such series notice of such
default as and to the extent provided by the Trust Indenture Act; provided,
however, that in the case of any default of the character specified in Section
501(4) with respect to Securities of such series, no such notice to Holders
shall be given until at least 30 days after the occurrence thereof. For the
purpose of this Section, the term "default" means any event which is, or after
notice or lapse of time or both would become, an Event of Default with respect
to Securities of such series.

SECTION 603. Certain Rights of Trustee.

         Subject to the provisions of Section 601:

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

                  (2)      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 shall be
         sufficiently evidenced by a Board Resolution;

                  (3)      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, rely upon an Officers'
         Certificate;

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<PAGE>

                  (4)      the Trustee may consult with counsel and the written
         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;

                  (5)      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 reasonable
         security or indemnity against the costs, expenses and liabilities which
         might be incurred by it in compliance with such request or direction;

                  (6)      the Trustee shall not be bound to make any
         investigation into the facts or matters stated in any resolution,
         certificate, statement, instrument, opinion, report, notice, request,
         direction, consent, order, bond, debenture, note, other evidence of
         indebtedness or other paper or document, but the Trustee, in its
         discretion, may make such further inquiry or investigation into such
         facts or matters as it may see fit, and, if the Trustee shall determine
         to make such further inquiry or investigation, it shall be entitled to
         examine the books, records and premises of the Company, personally or
         by agent or attorney; and

                  (7)      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.

SECTION 604. Not Responsible for Recitals or Issuance of Securities.

         The recitals contained herein and in the Securities and the Subsidiary
Guarantees, except the Trustee's certificates of authentication, shall be taken
as the statements of the Company or the Subsidiary Guarantors, as the case may
be, and neither the Trustee nor any Authenticating Agent assumes any
responsibility for their correctness. The Trustee makes no representations as to
the validity or sufficiency of this Indenture or of the Securities or the
Subsidiary Guarantees endorsed thereon. Neither the Trustee nor any
Authenticating Agent shall be accountable for the use or application by the
Company of Securities or the proceeds thereof.

SECTION 605. May Hold Securities.

         The Trustee, any Authenticating Agent, any Paying Agent, any Security
Registrar or any other agent of the Company or any Subsidiary Guarantor, in its
individual or any other capacity, may become the owner or pledgee of Securities
and, subject to Sections 608 and 613, may otherwise deal with the Company and
any Subsidiary Guarantor with the same rights it would have if it were not
Trustee, Authenticating Agent, Paying Agent, Security Registrar or such other
agent.

SECTION 606. Money Held in Trust.

         Money held by the Trustee in trust hereunder need not be segregated
from other funds except to the extent required by law. The Trustee shall be
under no liability for interest on any

                                       41

<PAGE>

money received by it hereunder except as otherwise agreed with the Company or
any Subsidiary Guarantor, as the case may be.

SECTION 607. Compensation and Reimbursement.

         The Company and each Subsidiary Guarantor jointly and severally agree

                  (1)      to pay to the Trustee from time to time reasonable
         compensation 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);

                  (2)      except as otherwise expressly provided herein, to
         reimburse the Trustee upon its request for all reasonable expenses,
         disbursements and advances incurred or made by the Trustee in
         accordance with any provision of this Indenture (including the
         reasonable compensation and the expenses and disbursements of its
         agents and counsel), except any such expense, disbursement or advance
         as may be attributable to its negligence or bad faith; and

                  (3)      to indemnify the Trustee for, and to hold it harmless
         against, any loss, liability or expense incurred without negligence or
         bad faith on its part, arising out of or in connection with the
         acceptance or administration of the trust or trusts hereunder,
         including the costs and expenses of defending itself against any claim
         or liability in connection with the exercise or performance of any of
         its powers or duties hereunder.

SECTION 608. Conflicting Interests.

         If the Trustee has or shall acquire a conflicting interest within the
meaning of the Trust Indenture Act, the Trustee shall either eliminate such
interest or resign, to the extent and in the manner provided by, and subject to
the provisions of, the Trust Indenture Act and this Indenture. To the extent
permitted by such Act, the Trustee shall not be deemed to have a conflicting
interest by virtue of being a trustee under this Indenture with respect to
Securities of more than one series.

SECTION 609. Corporate Trustee Required; Eligibility.

         There shall at all times be one (and only one) Trustee hereunder with
respect to the Securities of each series, which may be Trustee hereunder for
Securities of one or more other series. Each Trustee shall be a Person that is
eligible pursuant to the Trust Indenture Act to act as such, and has a combined
capital and surplus of at least $50,000,000. If any such Person publishes
reports of condition at least annually, pursuant to law or to the requirements
of its supervising or examining authority, then for the purposes of this Section
and to the extent permitted by the Trust Indenture Act, the combined capital and
surplus of such Person 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 with respect to the Securities of any series shall cease to be
eligible in accordance with the provisions of this Section, it shall resign
immediately in the manner and with the effect hereinafter specified in this
Article.

SECTION 610. Resignation and Removal; Appointment of Successor.

                                       42

<PAGE>

         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 in accordance with the
applicable requirements of Section 611.

         The Trustee may resign at any time with respect to the Securities of
one or more series by giving written notice thereof to the Company. If the
instrument of acceptance by a successor Trustee required by Section 611 shall
not have been delivered to the Trustee within 30 days after the giving of such
notice of resignation, the resigning Trustee may petition any court of competent
jurisdiction for the appointment of a successor Trustee with respect to the
Securities of such series.

         The Trustee may be removed at any time with respect to the Securities
of any series by Act of the Holders of a majority in principal amount of the
Outstanding Securities of such series, delivered to the Trustee and to the
Company.

         If at any time:

                  (1)      the Trustee shall fail to comply with Section 608
         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

                  (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 such Holder, 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 such case, (A) the Company by a Board Resolution may remove the
Trustee with respect to all Securities, or (B) subject to Section 514, 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 removal of the Trustee with respect to all
Securities and the appointment of a successor Trustee or Trustees.

         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, with respect
to the Securities of one or more series, the Company, by a Board Resolution,
shall promptly appoint a successor Trustee or Trustees with respect to the
Securities of that or those series (it being understood that any such successor
Trustee may be appointed with respect to the Securities of one or more or all of
such series and that at any time there shall be only one Trustee with respect to
the Securities of any particular series) and shall comply with the applicable
requirements of Section 611. If, within one year after such resignation, removal
or incapability, or the occurrence of such vacancy, a successor Trustee with
respect to the Securities of any series shall be appointed by Act of the Holders
of a majority in principal amount of the Outstanding Securities of such series
delivered to the Company and the retiring Trustee, the successor Trustee so
appointed shall, forthwith upon its acceptance of such appointment in accordance
with the applicable requirements of Section 611, become the successor Trustee
with respect to the Securities of such series and to that extent

                                       43

<PAGE>

supersede the successor Trustee appointed by the Company. If no successor
Trustee with respect to the Securities of any series shall have been so
appointed by the Company or the Holders and accepted appointment in the manner
required by Section 611, any Holder who has been a bona fide Holder of a
Security of such series 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 with respect to the Securities of such
series.

         The Company shall give notice of each resignation and each removal of
the Trustee with respect to the Securities of any series and each appointment of
a successor Trustee with respect to the Securities of any series to all Holders
of Securities of such series in the manner provided in Section 106. Each notice
shall include the name of the successor Trustee with respect to the Securities
of such series and the address of its Corporate Trust Office.

SECTION 611. Acceptance of Appointment by Successor.

         In case of the appointment hereunder of a successor Trustee with
respect to all Securities, every such successor Trustee so appointed shall
execute, acknowledge and deliver to the Company, the Subsidiary Guarantors 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; but, on the request of the Company or the successor Trustee, such
retiring Trustee shall, upon payment of its charges, execute and deliver an
instrument transferring to such successor Trustee all the rights, powers and
trusts of the retiring Trustee and shall duly assign, transfer and deliver to
such successor Trustee all property and money held by such retiring Trustee
hereunder.

         In case of the appointment hereunder of a successor Trustee with
respect to the Securities of one or more (but not all) series, the Company, the
Subsidiary Guarantors, the retiring Trustee and each successor Trustee with
respect to the Securities of one or more series shall execute and deliver an
indenture supplemental hereto wherein each successor Trustee shall accept such
appointment and which (1) shall contain such provisions as shall be necessary or
desirable to transfer and confirm to, and to vest in, each successor Trustee all
the rights, powers, trusts and duties of the retiring Trustee with respect to
the Securities of that or those series to which the appointment of such
successor Trustee relates, (2) if the retiring Trustee is not retiring with
respect to all Securities, shall contain such provisions as shall be deemed
necessary or desirable to confirm that all the rights, powers, trusts and duties
of the retiring Trustee with respect to the Securities of that or those series
as to which the retiring Trustee is not retiring shall continue to be vested in
the retiring Trustee, and (3) shall add to or change any of the provisions of
this Indenture as shall be necessary to provide for or facilitate the
administration of the trusts hereunder by more than one Trustee, it being
understood that nothing herein or in such supplemental indenture shall
constitute such Trustees co-trustees of the same trust and that each such
Trustee shall be trustee of a trust or trusts hereunder separate and apart from
any trust or trusts hereunder administered by any other such Trustee; and upon
the execution and delivery of such supplemental indenture the resignation or
removal of the retiring Trustee shall become effective to the extent provided
therein and each 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 with respect to the Securities of that or those series
to which the appointment of

                                       44

<PAGE>

such successor Trustee relates; but, on request of the Company or any successor
Trustee, such retiring Trustee shall duly assign, transfer and deliver to such
successor Trustee all property and money held by such retiring Trustee hereunder
with respect to the Securities of that or those series to which the appointment
of such successor Trustee relates.

         Upon request of any such successor Trustee, the Company and the
Subsidiary Guarantors shall execute any and all instruments for more fully and
certainly vesting in and confirming to such successor Trustee all such rights,
powers and trusts referred to in the first or second preceding paragraph, as the
case may be.

         No successor Trustee shall accept its appointment unless at the time of
such acceptance such successor Trustee shall be qualified and eligible under
this Article.

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 the corporate trust business
of the Trustee, shall be the successor of the Trustee hereunder, provided such
corporation shall be otherwise qualified and eligible under this Article,
without the execution or filing of any paper or any further act on the part of
any of the parties hereto. In case any Securities shall have been authenticated,
but not delivered, by the Trustee then in office, any successor by merger,
conversion or consolidation to such authenticating Trustee may adopt such
authentication and deliver the Securities so authenticated with the same effect
as if such successor Trustee had itself authenticated such Securities.

SECTION 613. Preferential Collection of Claims Against Company and Subsidiary
             Guarantors.

         If and when the Trustee shall be or become a creditor of the Company,
any Subsidiary Guarantor or any other obligor upon the Securities, the Trustee
shall be subject to the provisions of the Trust Indenture Act regarding the
collection of claims against the Company, such Subsidiary Guarantor or any such
other obligor.

SECTION 614. Appointment of Authenticating Agent.

         The Trustee may appoint an Authenticating Agent or Agents with respect
to one or more series of Securities which shall be authorized to act on behalf
of the Trustee to authenticate Securities of such series issued upon original
issue and upon exchange, registration of transfer or partial redemption thereof
or pursuant to Section 306, and Securities so authenticated shall be entitled to
the benefits of this Indenture and shall be valid and obligatory for all
purposes as if authenticated by the Trustee hereunder. Wherever reference is
made in this Indenture to the authentication and delivery of Securities by the
Trustee or the Trustee's certificate of authentication, such reference shall be
deemed to include authentication and delivery on behalf of the Trustee by an
Authenticating Agent and a certificate of authentication executed on behalf of
the Trustee by an Authenticating Agent. Each Authenticating Agent shall be
acceptable to the Company and shall at all times be a corporation organized and
doing business under the laws of the United States of America, any State thereof
or the District of Columbia, authorized under

                                       45

<PAGE>

such laws to act as Authenticating Agent, having a combined capital and surplus
of not less than $50,000,000 and subject to supervision or examination by
Federal or State authority. If such Authenticating Agent publishes reports of
condition at least annually, pursuant to law or to the requirements of said
supervising or examining authority, then for the purposes of this Section, the
combined capital and surplus of such Authenticating Agent 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 an Authenticating Agent shall cease to be
eligible in accordance with the provisions of this Section, such Authenticating
Agent shall resign immediately in the manner and with the effect specified in
this Section.

         Any corporation into which an Authenticating Agent may be merged or
converted or with which it may be consolidated, or any corporation resulting
from any merger, conversion or consolidation to which such Authenticating Agent
shall be a party, or any corporation succeeding to the corporate agency or
corporate trust business of an Authenticating Agent, shall continue to be an
Authenticating Agent, provided such corporation shall be otherwise eligible
under this Section, without the execution or filing of any paper or any further
act on the part of the Trustee or the Authenticating Agent.

         An Authenticating Agent may resign at any time by giving written notice
thereof to the Trustee and to the Company. The Trustee may at any time terminate
the agency of an Authenticating Agent by giving written notice thereof to such
Authenticating Agent and to the Company. Upon receiving such a notice of
resignation or upon such a termination, or in case at any time such
Authenticating Agent shall cease to be eligible in accordance with the
provisions of this Section, the Trustee may appoint a successor Authenticating
Agent which shall be acceptable to the Company and shall give notice of such
appointment in the manner provided in Section 106 to all Holders of Securities
of the series with respect to which such Authenticating Agent will serve. Any
successor Authenticating Agent upon acceptance of its appointment hereunder
shall become vested with all the rights, powers and duties of its predecessor
hereunder, with like effect as if originally named as an Authenticating Agent.
No successor Authenticating Agent shall be appointed unless eligible under the
provisions of this Section.

         The Trustee agrees to pay to each Authenticating Agent from time to
time reasonable compensation for its services under this Section, and the
Trustee shall be entitled to be reimbursed for such payments, subject to the
provisions of Section 607.

         If an appointment with respect to one or more series is made pursuant
to this Section, the Securities of such series may have endorsed thereon, in
addition to the Trustee's certificate of authentication, an alternative
certificate of authentication in the following form:

                                       46

<PAGE>

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

                                         Wells Fargo Bank, N.A.,
                                               As Trustee

                                         By __________________________,
                                            As Authenticating Agent

                                         By __________________________,
                                            Authorized Officer

                                  ARTICLE SEVEN

                HOLDERS' LISTS AND REPORTS BY TRUSTEE AND COMPANY

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

         The Company will furnish or cause to be furnished to the Trustee with
respect to the Securities of each series:

                  (1)      not more than 10 days after each record date with
         respect to the payment of interest, if any, a list, in such form as the
         Trustee may reasonably require, of the names and addresses of the
         Holders of Securities of such series as of such record date, and

                  (2)      at such other times as the Trustee may request in
         writing, within 30 days after the receipt by the Company of any such
         request, a list of similar form and content as of a date not more than
         15 days prior to the time such list is furnished;

excluding from any such list names and addresses received by the Trustee in its
capacity as Security Registrar.

SECTION 702. Preservation of Information; Communications to Holders.

         The Trustee shall preserve, in as current a form as is reasonably
practicable, the names and addresses of Holders contained in the most recent
list furnished to the Trustee as provided in Section 701 and the names and
addresses of Holders received by the Trustee in its capacity as Security
Registrar. The Trustee may destroy any list furnished to it as provided in
Section 701 upon receipt of a new list so furnished.

                                       47

<PAGE>

         The rights of Holders to communicate with other Holders with respect to
their rights under this Indenture or under the Securities, and the corresponding
rights and privileges of the Trustee, shall be as provided by the Trust
Indenture Act.

         Every Holder of Securities, by receiving and holding the same, agrees
with the Company and the Trustee that neither the Company, the Subsidiary
Guarantors nor the Trustee nor any agent of any of them shall be held
accountable by reason of any disclosure of information as to names and addresses
of Holders made pursuant to the Trust Indenture Act.

SECTION 703. Reports by Trustee.

         The Trustee shall transmit to Holders such reports concerning the
Trustee and its actions under this Indenture as may be required pursuant to the
Trust Indenture Act at the times and in the manner provided pursuant thereto.

         A copy of each such report shall, at the time of such transmission to
Holders, be filed by the Trustee with each stock exchange upon which any
Securities are listed, with the Commission and with the Company and with the
Subsidiary Guarantors. The Company will notify the Trustee when any Securities
are listed on any stock exchange.

SECTION 704. Reports by Company and Subsidiary Guarantors.

         The Company and each of the Subsidiary Guarantors shall file with the
Trustee and the Commission, and transmit to Holders, such information, documents
and other reports, and such summaries thereof, as may be required pursuant to
the Trust Indenture Act at the times and in the manner provided pursuant to such
Act; provided that any such information, documents or reports required to be
filed with the Commission pursuant to Section 13 or 15(d) of the Exchange Act
shall be filed with the Trustee within 15 days after the same is so required to
be filed with the Commission.

                                  ARTICLE EIGHT

              CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE

SECTION 801. Company May Consolidate, Etc., Only on Certain Terms.

         The Company shall not, in a single transaction or a series of related
transactions, consolidate with or merge into any other Person or permit any
other Person to consolidate with or merge into the Company or, directly or
indirectly, transfer, convey, sell, lease or otherwise dispose of all or
substantially all of its assets, unless:

                  (1)      in a transaction in which the Company does not
         survive or in which the Company transfers, conveys, sells, leases or
         otherwise disposes of all or substantially all of its assets, the
         successor entity (for purposes of this Article Eight, a "Successor
         Company") shall be a corporation, partnership, trust or other entity
         organized and validly existing under the laws of the United States of
         America, any State thereof or the District of Columbia, and shall
         expressly assume, by an indenture supplemental hereto, executed

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<PAGE>

         and delivered to the Trustee, in form satisfactory to the Trustee, the
         due and punctual payment of the principal of and any premium and
         interest on all the Securities and the performance or observance of
         every covenant of this Indenture on the part of the Company to be
         performed or observed;

                  (2)      immediately before and after giving pro forma effect
         to such transaction and treating any indebtedness which becomes an
         obligation of the Company or any Subsidiary as a result of such
         transaction as having been incurred by the Company or such Subsidiary
         at the time of such transaction, no Event of Default, and no event
         which, after notice or lapse of time or both, would become an Event of
         Default, shall have happened and be continuing;

                  (3)      if, as a result of any such consolidation or merger
         or such transfer, conveyance, sale, lease or other disposition,
         properties or assets of the Company would become subject to a mortgage,
         pledge, lien, security interest or other encumbrance which would not be
         permitted by this Indenture, the Company or the successor company, as
         the case may be, shall take such steps as shall be necessary
         effectively to secure the Securities equally and ratably with (or prior
         to) all indebtedness secured thereby;

                  (4)      any other conditions provided pursuant to Section 301
         with respect to the Securities of a series are satisfied; and

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

SECTION 802. Subsidiary Guarantors May Consolidate, Etc., Only on Certain Terms.

         Except in a transaction resulting in the release of a Subsidiary
Guarantor in accordance with the terms of this Indenture, each Subsidiary
Guarantor shall not, and the Company shall not permit any Subsidiary Guarantor
to, in a single or a series of related transactions, consolidate or merge with
or into any Person (other than the Company or another Subsidiary Guarantor) or
permit any Person (other than another Subsidiary Guarantor) to consolidate or
merge with or into such Subsidiary Guarantor or, directly or indirectly,
transfer, convey, sell, lease or otherwise dispose of all or substantially all
of its assets unless, in each case:

                  (1)      in a transaction in which such Subsidiary Guarantor
         does not survive or in which all or substantially all of the assets of
         such Subsidiary Guarantor are transferred, conveyed, sold, leased or
         otherwise disposed of, the successor entity (the "Successor Subsidiary
         Guarantor") shall be a corporation, partnership, trust or other entity
         organized and validly existing under the laws of the United States of
         America, any State thereof or the District of Columbia, and shall
         expressly assume by an indenture supplemental hereto executed and
         delivered to the Trustee, in form satisfactory to the Trustee, the due
         and punctual payment of all obligations of such Subsidiary Guarantor
         under its Subsidiary

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<PAGE>

         Guarantee and this Indenture and the performance of every covenant of
         this Indenture on the part of such Subsidiary Guarantor to be performed
         or observed; and

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

SECTION 803. Successor Substituted.

         (a)      Upon any consolidation of the Company with, or merger of the
Company into, any other Person or any transfer, conveyance, sale, lease or other
disposition of all or substantially all of the assets of the Company in
accordance with Section 801, the Successor Company shall succeed to, and be
substituted for, and may exercise every right and power of, the Company under
this Indenture with the same effect as if such successor Person had been named
as the Company herein, and thereafter, except in the case of a lease, the
predecessor Person shall be relieved of all obligations and covenants under this
Indenture and the Securities.

         (b)      Upon any consolidation of a Subsidiary Guarantor with, or
merger of such Subsidiary Guarantor into, any other Person or any transfer,
conveyance, sale, lease or other disposition of all or substantially all of the
assets of such Subsidiary Guarantor in accordance with Section 802, the
Successor Subsidiary Guarantor shall succeed to, and be substituted for, and may
exercise every right and power of, such Subsidiary Guarantor under this
Indenture with the same effect as if such successor Person had been named as a
Subsidiary Guarantor herein, and thereafter, except in the case of a lease, the
predecessor Person shall be relieved of all obligations and covenants under this
Indenture and its Subsidiary Guarantee.

                                  ARTICLE NINE

                             SUPPLEMENTAL INDENTURES

SECTION 901. Supplemental Indentures Without Consent of Holders.

         Without the consent of any Holders, the Company, when authorized by a
Board Resolution, the Subsidiary Guarantors, when authorized by their respective
Board Resolutions, and the Trustee, at any time and from time to time, may enter
into one or more indentures supplemental hereto, in form satisfactory to the
Trustee, for any of the following purposes:

                  (1)      to evidence the succession of another Person to the
         Company or any Subsidiary Guarantor and the assumption by any such
         successor of the covenants of the Company or any Subsidiary Guarantor
         herein and in the Securities or Subsidiary Guarantees, as the case may
         be; or

                  (2)      to add to the covenants of the Company for the
         benefit of the Holders of all or any series of Securities (and if such
         covenants are to be for the benefit of less than

                                       50

<PAGE>

         all series of Securities, stating that such covenants are expressly
         being included solely for the benefit of such series) or to surrender
         any right or power herein conferred upon the Company; or

                  (3)      to add any additional Events of Default for the
         benefit of the Holders of all or any series of Securities (and if such
         additional Events of Default are to be for the benefit of less than all
         series of Securities, stating that such additional Events of Default
         are expressly being included solely for the benefit of such series); or

                  (4)      to add to or change any of the provisions of this
         Indenture to such extent as shall be necessary to permit or facilitate
         the issuance of Securities in bearer form, registrable or not
         registrable as to principal, and with or without interest coupons, or
         to permit or facilitate the issuance of Securities in uncertificated
         form; or

                  (5)      to add to, change or eliminate any of the provisions
         of this Indenture in respect of one or more series of Securities,
         provided that any such addition, change or elimination (A) shall
         neither (i) apply to any Security of any series created prior to the
         execution of such supplemental indenture and entitled to the benefit of
         such provision nor (ii) modify the rights of the Holder of any such
         Security with respect to such provision or (B) shall become effective
         only when there is no such Security Outstanding; or

                  (6)      to secure the Securities; or

                  (7)      to establish the form or terms of Securities of any
         series as permitted by Sections 201 and 301; or

                  (8)      to evidence and provide for the acceptance of
         appointment hereunder by a successor Trustee with respect to the
         Securities of one or more series and to add to or change any of the
         provisions of this Indenture as shall be necessary to provide for or
         facilitate the administration of the trusts hereunder by more than one
         Trustee, pursuant to the requirements of Section 611; or

                  (9)      to cure any ambiguity, to correct or supplement any
         provision herein which may be defective or inconsistent with any other
         provision herein; or

                  (10)     to make any other provisions with respect to matters
         or questions arising under this Indenture, provided that such action
         pursuant to clause (9) above shall not adversely affect the interests
         of the Holders of Securities of any series in any material respect; or

                  (11)     to add new Subsidiary Guarantors.

SECTION 902. Supplemental Indentures With Consent of Holders.

         With the consent of the Holders of not less than a majority in
principal amount of the Outstanding Securities of each series affected by such
supplemental indenture, by Act of said Holders delivered to the Company, the
Subsidiary Guarantors and the Trustee, the Company, when authorized by a Board
Resolution, the Subsidiary Guarantors, when authorized by their

                                       50
<PAGE>

respective Board Resolutions and the Trustee may enter into an indenture or
indentures supplemental hereto for the purpose of adding any provisions to or
changing in any manner or eliminating any of the provisions of this Indenture or
of modifying in any manner the rights of the Holders of Securities of such
series under this Indenture; provided, however, that no such supplemental
indenture shall, without the consent of the Holder of each Outstanding Security
affected thereby,

                  (1)      change the Stated Maturity of the principal of, or
         any installment of principal of or interest on, any Security, or reduce
         the principal amount thereof or the rate of interest thereon or any
         premium payable upon the redemption thereof, or reduce the amount of
         the principal of an Original Issue Discount Security or any other
         Security which would be due and payable upon a declaration of
         acceleration of the Maturity thereof pursuant to Section 502, or change
         any Place of Payment where, or the coin or currency in which, any
         Security or any premium or interest thereon is payable, or impair the
         right to institute suit for the enforcement of any such payment on or
         after the Stated Maturity thereof (or, in the case of redemption, on or
         after the Redemption Date or in the case of an offer to purchase
         Securities which has been made pursuant to a covenant contained in this
         Indenture, on or after the applicable purchase date), or modify the
         provisions of this Indenture with respect to the subordination of the
         Securities or the Subsidiary Guarantees in a manner adverse to the
         Holders, or

                  (2)      reduce the percentage in principal amount of the
         Outstanding Securities of any series, the consent of whose Holders is
         required for any such supplemental indenture, or the consent of whose
         Holders is required for any waiver (of compliance with certain
         provisions of this Indenture or certain defaults hereunder and their
         consequences) provided for in this Indenture,

                  (3)      modify any of the provisions of this Section, Section
         513 or Section 1009, except to increase any such percentage or to
         provide that certain other provisions of this Indenture cannot be
         modified or waived without the consent of the Holder of each
         Outstanding Security affected thereby; provided, however, that this
         clause shall not be deemed to require the consent of any Holder with
         respect to changes in the references to "the Trustee" and concomitant
         changes in this Section and Section 1009, or the deletion of this
         proviso, in accordance with the requirements of Sections 611 and
         901(8); or

                  (4)      following the making of an offer to purchase
         Securities which has been made pursuant to a covenant contained in this
         Indenture, modify the provisions of this Indenture with respect to such
         offer to purchase in a manner adverse to such Holder.

A supplemental indenture which changes or eliminates any covenant or other
provision of this Indenture which has expressly been included solely for the
benefit of one or more particular series of Securities, or which modifies the
rights of the Holders of Securities of such series with respect to such covenant
or other provision, shall be deemed not to affect the rights under this
Indenture of the Holders of Securities of any other series.

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<PAGE>

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

SECTION 903. Execution of Supplemental Indentures.

         In executing, or accepting the additional trusts created by, any
supplemental indenture permitted by this Article or the modifications thereby of
the trusts created by this Indenture, the Trustee shall be entitled to receive,
and (subject to Section 601) shall be fully protected in relying upon, an
Opinion of Counsel stating that the execution of such supplemental indenture is
authorized or permitted by this Indenture. The Trustee may, but shall not be
obligated to, enter into any such supplemental indenture which affects the
Trustee's own rights, duties or immunities under this Indenture 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 shall
conform to the requirements of the Trust Indenture Act.

SECTION 906. Reference in Securities to Supplemental Indentures.

         Securities of any series authenticated and delivered after the
execution of any supplemental indenture pursuant to this Article 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 of any series so modified as to conform, in the
opinion of the Trustee and the Company, to any such supplemental indenture may
be prepared and executed by the Company, if applicable the Subsidiary Guarantees
may be endorsed thereon and such new Securities may be authenticated and
delivered by the Trustee in exchange for Outstanding Securities of such series.

                                  ARTICLE TEN

                                   COVENANTS

SECTION 1001. Payment of Principal, Premium and Interest.

         The Company covenants and agrees for the benefit of each series of
Securities that it will duly and punctually pay the principal of and any premium
and interest on the Securities of that series in accordance with the terms of
the Securities and this Indenture.

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<PAGE>

SECTION 1002. Maintenance of Office or Agency.

         The Company will maintain in each Place of Payment for any series of
Securities an office or agency where Securities of that series may be presented
or surrendered for payment, where Securities of that series may be surrendered
for registration of transfer or exchange and where notices and demands to or
upon the Company or any Subsidiary Guarantor in respect of the Securities of
that series or any Subsidiary Guarantee and this Indenture may be served. The
Company will give prompt written notice to the Trustee of the location, and any
change in the location, of such office or agency. If at any time the Company
shall fail to maintain any such required office or agency or shall fail to
furnish the Trustee with the address thereof, such presentations, surrenders,
notices and demands may be made or served at the Corporate Trust Office of the
Trustee, and the Company and each Subsidiary Guarantor hereby appoints the
Trustee as its agent to receive all such presentations, surrenders, notices and
demands.

         The Company may also from time to time designate one or more other
offices or agencies where the Securities of one or more series may be presented
or surrendered for any or all such purposes and may from time to time rescind
such designations; provided, however, that no such designation or rescission
shall in any manner relieve the Company of its obligation to maintain an office
or agency in each Place of Payment for Securities of any series for such
purposes. The Company will give prompt written notice to the Trustee of any such
designation or rescission and of any change in the location of any such other
office or agency.

SECTION 1003. Money for Securities Payments to Be Held in Trust.

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

         Whenever the Company shall have one or more Paying Agents for any
series of Securities, it will, prior to 11:00 A.M., New York City time, on each
due date of the principal of or any premium or interest on any Securities of
that series, deposit with a Paying Agent a sum sufficient to pay such amount,
such sum to be held as provided by the Trust Indenture Act, and (unless such
Paying Agent is the Trustee) the Company will promptly notify the Trustee of its
action or failure so to act.

         The Company will cause each Paying Agent for any series of Securities
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 will (1) comply with the provisions of
the Trust Indenture Act applicable to it as a Paying Agent and (2) during the
continuance of any default by the Company, the Subsidiary Guarantors, if
applicable, or any other obligor upon the Securities of that series in the
making of any payment in respect of the Securities of that series, upon the
written request of the Trustee, forthwith pay to the Trustee all sums held in
trust by such Paying Agent for payment in respect of the Securities of that
series.

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<PAGE>

         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 or any premium or
interest on any Security of any series and remaining unclaimed for two years
after such principal, premium or interest has become due and payable shall 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; provided, however, that the Trustee or such Paying Agent, before being
required to make any such repayment, may at the expense of the Company cause to
be published once, in a newspaper published in the English language, customarily
published on each Business Day and of general circulation in The City of New
York, New York, notice that such money remains unclaimed and that, after a date
specified therein, which shall not be less than 30 days from the date of such
publication, any unclaimed balance of such money then remaining will be repaid
to the Company.

SECTION 1004. Statement by Officers as to Default.

         (a)      The Company and the Subsidiary Guarantors will deliver to the
Trustee, within 90 days after the end of each fiscal year of the Company ending
after the date hereof, an Officers' Certificate, stating whether or not to the
best knowledge of the signers thereof the Company or any Subsidiary Guarantor,
as the case may be, is in default in the performance and observance of any of
the terms, provisions and conditions of this Indenture (without regard to any
period of grace or requirement of notice provided hereunder) and, if the Company
or any Subsidiary Guarantor shall be in default, specifying all such defaults
and the nature and status thereof of which they may have knowledge.

         (b)      The Company and each Subsidiary Guarantor shall deliver to the
Trustee, as soon as possible and in any event within five days after the Company
or such Subsidiary Guarantor becomes aware or should reasonably become aware of
the occurrence of an Event of Default or an event which, with notice or the
lapse of time or both, would constitute an Event of Default, an Officers'
Certificate setting forth the details of such Event of Default or default, and
the action which the Company or such Subsidiary Guarantor proposes to take with
respect thereto.

SECTION 1005. Existence.

         Subject to Article Eight, the Company will do or cause to be done all
things necessary to preserve and keep in full force and effect the existence,
rights (charter and statutory) and franchises of the Company; provided, however,
that the Company shall not be required to preserve any such right or franchise
if it shall determine that the preservation thereof is no longer

                                       55

<PAGE>

desirable in the conduct of the business of the Company and that the loss
thereof is not disadvantageous in any material respect to the Holders.

SECTION 1006. Maintenance of Properties.

         The Company will cause all properties used or useful in the conduct of
its business or the business of any Subsidiary to be maintained and kept in good
condition, repair and working order (reasonable wear and tear excepted) and
supplied with all necessary equipment and will cause to be made all necessary
repairs, renewals, replacements, betterments and improvements thereof, all as in
the judgment of the Company may be necessary so that the business carried on in
connection therewith may be properly and advantageously conducted at all times;
provided, however, that nothing in this Section shall prevent the Company from
discontinuing the operation or maintenance of any of such properties if such
discontinuance is, in the judgment of the Company, desirable in the conduct of
its business or the business of any Subsidiary and not disadvantageous in any
material respect to the Holders.

SECTION 1007. Payment of Taxes and Other Claims.

         The Company will pay or discharge or cause to be paid or discharged,
before the same shall become delinquent, (1) all taxes, assessments and
governmental charges levied or imposed upon the Company or any Subsidiary or
upon the income, profits or property of the Company or any Subsidiary, and (2)
all lawful claims for labor, materials and supplies which, if unpaid, might by
law become a lien upon the property of the Company or any Subsidiary; 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.

SECTION 1008. Maintenance of Insurance.

         The Company shall, and shall cause its Subsidiaries to, keep at all
times all of their properties which are of an insurable nature insured against
loss or damage with insurers believed by the Company to be responsible to the
extent that property of similar character is usually so insured by corporations
similarly situated and owning like properties in accordance with good business
practice.

SECTION 1009. Waiver of Certain Covenants.

         Except as otherwise specified as contemplated by Section 301 for
Securities of such series, the Company may, with respect to the Securities of
any series, omit in any particular instance to comply with any term, provision
or condition set forth in any of Sections 1006 through 1008 or in any covenant
provided pursuant to Section 301(20), 901(2) or 901(7) for the benefit of the
Holders of such series if before the time for such compliance the Holders of at
least a majority in principal amount of the Outstanding Securities of such
series shall, by Act of such Holders, either waive such compliance in such
instance or generally waive compliance with such term, provision or condition,
but no such waiver shall extend to or affect such term, provision 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 term, provision or condition shall remain in full force and
effect.

                                       56

<PAGE>

                                 ARTICLE ELEVEN

                            REDEMPTION OF SECURITIES

SECTION 1101. Applicability of Article.

         Securities of any series which are redeemable before their Stated
Maturity shall be redeemable in accordance with their terms and (except as
otherwise specified as contemplated by Section 301 for such Securities) in
accordance with this Article.

SECTION 1102. Election to Redeem; Notice to Trustee.

         The election of the Company to redeem any Securities shall be evidenced
by a Board Resolution or in another manner specified as contemplated by Section
301 for such Securities. In case of any redemption at the election of the
Company of less than all the Securities of any series (including any such
redemption affecting only a single Security), the Company shall, at least five
Business Days prior to giving notice of such redemption (unless a shorter notice
shall be satisfactory to the Trustee), notify the Trustee of such Redemption
Date, of the principal amount of Securities of such series to be redeemed and,
if applicable, of the tenor of the Securities to be redeemed. In the case of any
redemption of Securities prior to the expiration of any restriction on such
redemption provided in the terms of such Securities or elsewhere in this
Indenture, the Company shall furnish the Trustee with an Officers' Certificate
evidencing compliance with such restriction.

SECTION 1103. Selection by Trustee of Securities to Be Redeemed.

         If less than all the Securities of any series are to be redeemed
(unless all the Securities of such series and of a specified tenor are to be
redeemed or unless such redemption affects only a single Security), the
particular Securities to be redeemed shall be selected by the Trustee, from the
Outstanding Securities of such series not previously called for redemption, (i)
in compliance with the requirements of the principal national securities
exchange on which such Securities are listed, if such Securities are listed on
any national securities exchange, and (ii) if such Securities are not so listed,
on a pro rata basis, by lot or by such method as the Trustee shall deem fair and
appropriate and which may provide for the selection for redemption of a portion
of the principal amount of any Security of such series, provided that the
unredeemed portion of the principal amount of any Security shall be in an
authorized denomination (which shall not be less than the minimum authorized
denomination) for such Security. If less than all the Securities of such series
and of a specified tenor are to be redeemed (unless such redemption affects only
a single Security), the particular Securities to be redeemed shall be selected
by the Trustee, from the Outstanding Securities of such series and specified
tenor not previously called for redemption in accordance with the preceding
sentence.

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

         The provisions of the two preceding paragraphs shall not apply with
respect to any redemption affecting only a single Security, whether such
Security is to be redeemed in whole or

                                       57

<PAGE>

in part. In the case of any such redemption in part, the unredeemed portion of
the principal amount of the Security shall be in an authorized denomination
(which shall not be less than the minimum authorized denomination) for such
Security.

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

SECTION 1104. Notice of Redemption.

         Notice of redemption shall be given by first-class mail, postage
prepaid, mailed not less than 30 nor more than 60 days prior to the Redemption
Date, to each Holder of Securities to be redeemed, at his address appearing in
the Security Register; provided, however, notice of redemption may be given more
than 60 days prior to the Redemption Date if the notice is issued in connection
with a Defeasance pursuant to Section 1502 or a satisfaction and discharge
pursuant to Article Four.

         All notices of redemption shall state:

                  (1)      the Redemption Date,

                  (2)      the Redemption Price, if then determinable and
         otherwise the method of its determination,

                  (3)      if less than all the Outstanding Securities of any
         series consisting of more than a single Security are to be redeemed,
         the identification (and, in the case of partial redemption of any such
         Securities, the principal amounts) of the particular Securities to be
         redeemed and, if less than all the Outstanding Securities of any series
         consisting of a single Security are to be redeemed, the principal
         amount of the particular Security to be redeemed,

                  (4)      that on the Redemption Date the Redemption Price will
         become due and payable upon each such Security to be redeemed and, if
         applicable, that interest thereon will cease to accrue on and after
         said date,

                  (5)      the place or places where each such Security is to be
         surrendered for payment of the Redemption Price, and

                  (6)      that the redemption is for a sinking fund, if such is
         the case.

         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 request, by the
Trustee in the name and at the expense of the Company and shall be irrevocable.

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<PAGE>

SECTION 1105. Deposit of Redemption Price.

         Prior to 11:00 A.M., New York City time, on any Redemption Date, the
Company shall deposit with the Trustee or with a Paying Agent (or, if the
Company is acting as its own Paying Agent, segregate and hold in trust as
provided in Section 1003) an amount of money sufficient to pay the Redemption
Price of, and (except if the Redemption Date shall be an Interest Payment Date)
accrued interest on, all the Securities which are to be redeemed on that date.

SECTION 1106. Securities Payable on Redemption Date.

         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. 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, unless otherwise specified as
contemplated by Section 301, installments of interest whose Stated Maturity is
on or prior to the Redemption Date will be payable to the Holders of such
Securities, or one or more Predecessor Securities, registered as such at the
close of business on the relevant Record Dates according to their terms and the
provisions of Section 307.

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

SECTION 1107. Securities Redeemed in Part.

         Any Security which is to be redeemed only in part shall be surrendered
at a Place of Payment therefor (with, if the Company or the Trustee so requires,
due endorsement by, or a written instrument of transfer in form satisfactory to
the Company and the Trustee duly executed by, the Holder thereof or his attorney
duly authorized in writing), and the Company shall execute, if applicable to
Subsidiary Guarantors shall execute the Subsidiary Guarantee endorsed thereon,
and the Trustee shall authenticate and deliver to the Holder of such Security
without service charge, a new Security or Securities of the same series and of
like tenor, 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.

                                 ARTICLE TWELVE

                           SUBORDINATION OF SECURITIES

SECTION 1201. Applicability of Article.

         Unless otherwise provided with respect to the Securities of any series
in or pursuant to the Board Resolution or supplemental indenture establishing
such series of Securities pursuant to Section 301, the provisions of this
Article shall be applicable to each series of Securities.

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<PAGE>

SECTION 1202. Securities Subordinate to Senior Debt.

         The Company covenants and agrees, and each Holder of a Security, by his
acceptance thereof, likewise covenants and agrees, that, to the extent and in
the manner hereinafter set forth in this Article (subject to the provisions of
Article Four and Article Fifteen), the payment of the principal of (and premium,
if any) and interest on each and all of the Securities of such series are hereby
expressly made subordinate and subject in right of payment to the prior payment
in full of all Senior Debt of the Company.

         No provisions of this Article Twelve shall prevent the occurrence of
any Event of Default.

SECTION 1203. Payment Over of Proceeds Upon Dissolution, Etc.

         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 to its creditors,
as such, or to its assets, or (b) any liquidation, dissolution or other winding
up of the Company, whether voluntary or involuntary and whether or not involving
insolvency or bankruptcy, or (c) any assignment for the benefit of creditors or
any other marshalling of assets and liabilities of the Company, then and in any
such event specified in (a), (b) or (c) above (each such event, if any, herein
sometimes referred to as a "Proceeding") the holders of Senior Debt of the
Company shall be entitled to receive payment in full of all amounts due or to
become due on or in respect of all Senior Debt of the Company, or provision
shall be made for such payment in cash or cash equivalents or otherwise in a
manner satisfactory to the holders of Senior Debt of the Company, before the
Holders of the Securities are entitled to receive any payment or distribution of
any kind or character, whether in cash, property or securities (including any
payment or distribution which may be payable or deliverable by reason of the
payment of any other indebtedness of the Company subordinated to the payment of
the Securities, such payment or distribution being hereinafter referred to as a
"Junior Subordinated Payment"), on account of principal of (or premium, if any)
or interest on the Securities or on account of any purchase or other acquisition
of Securities by the Company or any Subsidiary of the Company (all such
payments, distributions, purchases and acquisitions, other than the payment or
distribution of stock or securities of the Company referred to in the second
succeeding paragraph, herein referred to, individually and collectively, as a
"Securities Payment"), and to that end the holders of Senior Debt of the Company
shall be entitled to receive, for application to the payment thereof, any
Securities Payment which may be payable or deliverable in respect of the
Securities in any such Proceeding.

         In the event that, notwithstanding the foregoing provisions of this
Section, the Trustee or the Holder of any Security shall have received any
Securities Payment before all Senior Debt of the Company is paid in full or
payment thereof provided for in cash or cash equivalents or otherwise in a
manner satisfactory to the holders of Senior Debt of the Company, and if such
fact shall, at or prior to the time of such Securities Payment, have been made
known to the Trustee or, as the case may be, such Holder, then and in such event
such Securities Payment shall be paid over or delivered forthwith to the trustee
in bankruptcy, receiver, liquidating trustee, custodian, assignee, agent or
other Person making payment or distribution of assets of the Company for
application to the payment of all Senior Debt of the Company remaining unpaid,
to the extent

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<PAGE>

necessary to pay all Senior Debt of the Company in full, after giving effect to
any concurrent payment or distribution to or for the holders of Senior Debt of
the Company.

         For purposes of this Article only, the words "any payment or
distribution of any kind or character, whether in cash, property or securities"
shall not be deemed to include a payment or distribution of stock or securities
of the Company provided for by a plan of reorganization or readjustment
authorized by an order or decree of a court of competent jurisdiction in a
reorganization proceeding under any applicable bankruptcy law or of any other
corporation provided for by such plan of reorganization or readjustment which
stock or securities are subordinated in right of payment to all then outstanding
Senior Debt of the Company to substantially the same extent as the Securities
are so subordinated as provided in this Article. The consolidation of the
Company with, or the merger of the Company into, another Person or the
liquidation or dissolution of the Company following the conveyance or transfer
of all or substantially all of its assets to another Person upon the terms and
conditions set forth in Article Eight shall not be deemed a Proceeding for the
purposes of this Section if the Person formed by such consolidation or into
which the Company is merged or the Person which acquires by conveyance or
transfer such assets, as the case may be, shall, as a part of such
consolidation, merger, conveyance or transfer, comply with the conditions set
forth in Article Eight.

SECTION 1204. No Payment When Senior Debt of the Company in Default.

         In the event that any Senior Payment Default (as defined below) shall
have occurred and be continuing, then no Securities Payment shall be made unless
and until such Senior Payment Default shall have been cured or waived or shall
have ceased to exist or all amounts then due and payable in respect of Senior
Debt of the Company shall have been paid in full, or provision shall have been
made for such payment in cash or cash equivalents or otherwise in a manner
satisfactory to the holders of Senior Debt of the Company; provided, however,
that nothing in this Section shall prevent the satisfaction of any sinking fund
payment in accordance with Article Sixteen by delivering and crediting pursuant
to Section 1602 Securities which have been acquired (upon redemption or
otherwise) prior to such Senior Payment Default.

                  "Senior Payment Default" means any default in the payment of
         principal of (or premium, if any) or interest on any Senior Debt of the
         Company when due, whether at the Stated Maturity of any such payment or
         by declaration of acceleration, call for redemption or otherwise.

         In the event that any Senior Nonmonetary Default (as defined below)
shall have occurred and be continuing, then, upon the receipt by the Company,
the Subsidiary Guarantors and the Trustee of written notice of such Senior
Nonmonetary Default from the agent for the Designated Senior Debt which is the
subject of such Senior Nonmonetary Default, no Securities Payment shall be made
during the period (the "Payment Blockage Period") commencing on the date of such
receipt of such written notice and ending on the earlier of (i) the date on
which such Senior Nonmonetary Default shall have been cured or waived or shall
have ceased to exist or all Designated Senior Debt the subject of such Senior
Nonmonetary Default shall have been discharged; (ii) the 179th day after the
date of such receipt of such written notice; or (iii) the date on which the
Payment Blockage Period shall have been terminated by written notice to the
Company, any Subsidiary Guarantor or the Trustee from the agent for the
Designated Senior

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<PAGE>

Debt initiating the Payment Blockage Period; provided, however, that nothing in
this Section shall prevent the satisfaction of any sinking fund payment in
accordance with Article Sixteen by delivering and crediting pursuant to Section
1602 Securities which have been acquired (upon redemption or otherwise) prior to
the date of such receipt of such written notice. No more than one Payment
Blockage Period may be commenced with respect to the Securities of a particular
series during any 360-day period and there shall be a period of at least 181
consecutive days in each 360-day period when no Payment Blockage Period is in
effect. For all purposes of this paragraph, no Senior Nonmonetary Default that
existed or was continuing on the date of commencement of any Payment Blockage
Period shall be, or be made, the basis for the commencement of a subsequent
Payment Blockage Period, whether or not within a period of 360 consecutive days,
unless such Senior Nonmonetary Default shall have been cured for a period of not
less than 90 consecutive days.

         "Senior Nonmonetary Default" means the occurrence or existence and
continuance of any event of default with respect to any Designated Senior Debt,
other than a Senior Payment Default, permitting the holders of such Designated
Senior Debt (or a trustee or agent on behalf of the holders thereof) to declare
such Designated Senior Debt due and payable prior to the date on which it would
otherwise become due and payable.

         In the event that, notwithstanding the foregoing, the Company shall
make any Securities Payment to the Trustee or any Holder prohibited by the
foregoing provisions of this Section, and if such fact shall, at or prior to the
time of such Securities Payment, have been made known to the Trustee or, as the
case may be, such Holder, then and in such event such Securities Payment shall
be paid over and delivered forthwith to the Company.

         The provisions of this Section shall not apply to any Securities
Payment with respect to which Section 1203 would be applicable.

SECTION 1205. Payment Permitted If No Default.

         Nothing contained in this Article or elsewhere in this Indenture or in
any of the Securities shall prevent (a) the Company, at any time except during
the pendency of any Proceeding referred to in Section 1203 or under the
conditions described in Section 1204, from making Securities Payments, or (b)
the application by the Trustee of any money deposited with it hereunder to
Securities Payments or the retention of such Securities Payment by the Holders,
if, at the time of such application by the Trustee, it did not have knowledge
that such Securities Payment would have been prohibited by the provisions of
this Article.

SECTION 1206. Subrogation to Rights of Holders of Senior Debt of the Company.

         Subject to the payment in full of all amounts due or to become due on
or in respect of Senior Debt of the Company, or the provision for such payment
in cash or cash equivalents or otherwise in a manner satisfactory to the holders
of Senior Debt of the Company, the Holders of the Securities shall be subrogated
to the rights of the holders of such Senior Debt of the Company to receive
payments and distributions of cash, property and securities applicable to the
Senior Debt of the Company until the principal of (and premium, if any) and
interest on the Securities shall be paid in full. For purposes of such
subrogation, no payments or distributions to

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<PAGE>

the holders of the Senior Debt of the Company 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 of the
Company by Holders of the Securities or the Trustee, shall, as among the
Company, its creditors other than holders of Senior Debt of the Company 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 of the Company.

SECTION 1207. Provisions Solely to Define Relative Rights.

         The provisions of this Article are and are intended solely for the
purpose of defining the relative rights of the Holders on the one hand and the
holders of Senior Debt of the Company 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 of the Company and the Holders of the Securities, the obligation of
the Company, which is absolute and unconditional (and which, subject to the
rights under this Article of the holders of Senior Debt of the Company, is
intended to rank equally with all other general obligations of the Company), to
pay to the Holders of the Securities the principal of (and 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 of the Company; 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 of the Company to receive cash,
property and securities otherwise payable or deliverable to the Trustee or such
Holder.

SECTION 1208. Trustee to Effectuate Subordination.

         Each Holder of a Security by his acceptance thereof authorizes and
directs the Trustee on his behalf to take such action as may be necessary or
appropriate to effectuate the subordination provided in this Article and
appoints the Trustee his attorney-in-fact for any and all such purposes.

SECTION 1209. No Waiver of Subordination Provisions.

         No right of any present or future holder of any Senior Debt of the
Company 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 noncompliance by the Company with the terms, provisions and covenants of
this Indenture, regardless of any knowledge thereof any such holder may have or
be otherwise charged with.

         Without in any way limiting the generality of the foregoing paragraph,
the holders of Senior Debt of the Company 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

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<PAGE>

of the Company, do any one or more of the following: (i) change the manner,
place or terms of payment or extend the time of payment of, or renew or alter,
Senior Debt of the Company, or otherwise amend or supplement in any manner
Senior Debt of the Company or any instrument evidencing the same or any
agreement under which Senior Debt of the Company is outstanding; (ii) sell,
exchange, release or otherwise deal with any property pledged, mortgaged or
otherwise securing Senior Debt of the Company; (iii) release any Person liable
in any manner for the collection of Senior Debt of the Company; and (iv)
exercise or refrain from exercising any rights against the Company and any other
Person.

SECTION 1210. Notice to Trustee.

         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 of the Company or from any trustee therefor;
and, prior to the receipt of any such written notice, the Trustee, subject to
the provisions of Section 601, 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 at least three Business Days
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
(and premium, if any) or interest on any Security), then, anything herein
contained to the contrary notwithstanding, 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 within three Business Days prior to such date.

         Subject to the provisions of Section 601, the Trustee shall be entitled
to rely on the delivery to it of a written notice by a Person representing
himself to be a holder of Senior Debt of the Company (or a trustee therefor) to
establish that such notice has been given by a holder of Senior Debt of the
Company (or a trustee therefor). 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 of the Company 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 of the Company 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 1211. Reliance on Judicial Order or Certificate of Liquidating Agent.

         Upon any payment or distribution of assets of the Company referred to
in this Article, the Trustee, subject to the provisions of Section 601, 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 Proceeding is
pending, or a certificate of the trustee in bankruptcy, receiver, liquidating

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<PAGE>

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 the Senior Debt of
the Company and other indebtedness of the Company, the amount thereof or payable
thereon, the amount or amounts paid or distributed thereon and all other facts
pertinent thereto or to this Article.

SECTION 1212. Trustee Not Fiduciary for Holders of Senior Debt of the Company.

         The Trustee shall not be deemed to owe any fiduciary duty to the
holders of Senior Debt of the Company and shall not be liable to any such
holders if it shall in good faith mistakenly pay over or distribute to Holders
of Securities or to the Company, a Subsidiary Guarantor or to any other Person
cash, property or securities to which any holders of Senior Debt of the Company
shall be entitled by virtue of this Article or otherwise.

SECTION 1213. Rights of Trustee as Holder of Senior Debt of the Company;
              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 of the Company
which may at any time be held by it, to the same extent as any other holder of
Senior Debt of the Company, 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.

SECTION 1214. 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 hereunder, 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 1213 shall not apply to the Company, any Subsidiary
Guarantor or any Affiliate of the Company if it or such Subsidiary Guarantor or
Affiliate acts as Paying Agent.

SECTION 1215. Defeasance of this Article Twelve.

         The subordination of the Securities of a series provided by this
Article Twelve is expressly made subject to the provisions for Defeasance or
Covenant Defeasance in Article Fifteen hereof and, anything herein to the
contrary notwithstanding, upon the effectiveness of any such Defeasance or
Covenant Defeasance, the Securities of such series then outstanding shall
thereupon cease to be subordinated pursuant to this Article Twelve.

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                                ARTICLE THIRTEEN

                              SUBSIDIARY GUARANTEES

SECTION 1301. Applicability of Article.

         Unless the Company elects to issue any series of Securities without the
benefit of the Subsidiary Guarantees, which election shall be evidenced in or
pursuant to the Board Resolution or supplemental indenture establishing such
series of Securities pursuant to Section 301, the provisions of this Article
shall be applicable to each series of Securities except as otherwise specified
in or pursuant to the Board Resolution or supplemental indenture establishing
such series pursuant to Section 301.

SECTION 1302. Subsidiary Guarantees.

         Subject to Section 1301, each Subsidiary Guarantor hereby, jointly and
severally, fully and unconditionally guarantees to each Holder of a Security
authenticated and delivered by the Trustee, the due and punctual payment of the
principal of (and premium, if any) and interest on such Security when and as the
same shall become due and payable, whether at the Stated Maturity, by
acceleration, call for redemption, offer to purchase or otherwise, in accordance
with the terms of such Security and of this Indenture, and each Subsidiary
Guarantor similarly guarantees to the Trustee the payment of all amounts owing
to the Trustee in accordance with the terms of this Indenture. In case of the
failure of the Company punctually to make any such payment, each Subsidiary
Guarantor hereby, jointly and severally, agrees to cause such payment to be made
punctually when and as the same shall become due and payable, whether at the
Stated Maturity or by acceleration, call for redemption, offer to purchase or
otherwise, and as if such payment were made by the Company.

         Each of the Subsidiary Guarantors hereby jointly and severally agrees
that its obligations hereunder shall be absolute, unconditional, irrespective
of, and shall be unaffected by, the validity, regularity or enforceability of
such Security or this Indenture, the absence of any action to enforce the same
or any release, amendment, waiver or indulgence granted to the Company or any
guarantor or any consent to departure from any requirement of any other
guarantee of all or any of the Securities of such series or any other
circumstances which might otherwise constitute a legal or equitable discharge or
defense of a surety or guarantor; provided, however, that, notwithstanding the
foregoing, no such release, amendment, waiver or indulgence shall, without the
consent of such Subsidiary Guarantor, increase the principal amount of such
Security, or increase the interest rate thereon, or alter the Stated Maturity
thereof. Each of the Subsidiary Guarantors hereby waives the benefits of
diligence, presentment, demand for payment, any requirement that the Trustee or
any of the Holders protect, secure, perfect or insure any security interest in
or other lien on any property subject thereto or exhaust any right or take any
action against the Company or any other Person or any collateral, filing of
claims with a court in the event of insolvency or bankruptcy of the Company, any
right to require a proceeding first against the Company, protest or notice with
respect to such Security or the indebtedness evidenced thereby and all demands
whatsoever, and covenants that this Subsidiary Guarantee will not be discharged
in respect of such Security except by complete performance of the obligations
contained in such Security and in such Subsidiary Guarantee. Each Subsidiary
Guarantor agrees

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<PAGE>

that if, after the occurrence and during the continuance of an Event of Default,
the Trustee or any of the Holders are prevented by applicable law from
exercising their respective rights to accelerate the maturity of the Securities
of a series, to collect interest on the Securities of a series, or to enforce or
exercise any other right or remedy with respect to the Securities of a series,
such Subsidiary Guarantor agrees to pay to the Trustee for the account of the
Holders, upon demand therefor, the amount that would otherwise have been due and
payable had such rights and remedies been permitted to be exercised by the
Trustee or any of the Holders.

         The indebtedness of each Subsidiary Guarantor evidenced by the
Subsidiary Guarantees is, to the extent provided in this Indenture, subordinate
and subject in right of payment to the prior payment in full of all Senior Debt
of each Subsidiary Guarantor, and the Subsidiary Guarantees are issued subject
to the provisions of this Indenture with respect thereto. Each Holder of such
Security, by accepting the same, will be deemed to have (a) agreed to and be
bound by such provisions, (b) authorized and directed the Trustee on his behalf
to take such action as may be necessary or appropriate to effectuate the
subordination so provided and (c) appointed the Trustee his attorney-in-fact for
any and all such purposes.

         Each Subsidiary Guarantor shall be subrogated to all rights of the
Holders of the Securities upon which its Subsidiary Guarantee is endorsed
against the Company in respect of any amounts paid by such Subsidiary Guarantor
on account of such Security pursuant to the provisions of its Subsidiary
Guarantee or this Indenture; provided, however, that no Subsidiary Guarantor
shall be entitled to enforce or to receive any payments arising out of, or based
upon, such right of subrogation until the principal of (and premium, if any) and
interest on all Securities of the relevant series issued hereunder shall have
been paid in full.

         Each Subsidiary Guarantor that makes or is required to make any payment
in respect of its Subsidiary Guarantee shall be entitled to seek contribution
from the other Subsidiary Guarantors to the extent permitted by applicable law;
provided, however, that no Subsidiary Guarantor shall be entitled to enforce or
receive any payments arising out of, or based upon, such right of contribution
until the principal of (and premium, if any) and interest on all Securities of
the relevant series issued hereunder shall have been paid in full.

         Each Subsidiary Guarantee shall remain in full force and effect and
continue to be effective should any petition be filed by or against the Company
for liquidation or reorganization, should the Company become insolvent or make
an assignment for the benefit of creditors or should a receiver or trustee be
appointed for all or any part of the Company's assets, and shall, to the fullest
extent permitted by law, continue to be effective or be reinstated, as the case
may be, if at any time payment and performance of the Securities of a series,
is, pursuant to applicable law, rescinded or reduced in amount, or must
otherwise be restored or returned by any Holder of the Securities, whether as a
"voidable preference," "fraudulent transfer," or otherwise, all as though such
payment or performance had not been made. In the event that any payment, or any
part thereof, is rescinded, reduced, restored or returned, the Securities shall,
to the fullest extent permitted by law, be reinstated and deemed reduced only by
such amount paid and not so rescinded, reduced, restored or returned.

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<PAGE>

SECTION 1303. Execution and Delivery of Subsidiary Guarantees.

         The Subsidiary Guarantees to be endorsed on the Securities shall
include the terms of the Subsidiary Guarantee set forth in Section 1302 and any
other terms that may be set forth in the form established pursuant to Section
204. Subject to Section 1301, each of the Subsidiary Guarantors hereby agrees to
execute its Subsidiary Guarantee, in a form established pursuant to Section 204,
to be endorsed on each Security authenticated and delivered by the Trustee.

         The Subsidiary Guarantee shall be executed on behalf of each respective
Subsidiary Guarantor by any one of such Subsidiary Guarantor's Chairman of the
Board of Directors, Vice Chairman of the Board of Directors, Chief Executive
Officer, President, one of its Vice Presidents, or its Secretary. The signature
of any or all of these persons on the Subsidiary Guarantee may be manual or
facsimile.

         A Subsidiary Guarantee bearing the manual or facsimile signature of
individuals who were at any time the proper officers of a Subsidiary Guarantor
shall bind such Subsidiary Guarantor, notwithstanding that such individuals or
any of them have ceased to hold such offices prior to the authentication and
delivery of the Security on which such Subsidiary Guarantee is endorsed or did
not hold such offices at the date of such Subsidiary Guarantee.

         The delivery of any Security by the Trustee, after the authentication
thereof hereunder, shall constitute due delivery of the Subsidiary Guarantee
endorsed thereon on behalf of the Subsidiary Guarantors and shall bind each
Subsidiary Guarantor notwithstanding the fact that Subsidiary Guarantee does not
bear the signature of such Subsidiary Guarantor. Each of the Subsidiary
Guarantors hereby jointly and severally agrees that its Subsidiary Guarantee set
forth in Section 1302 and in the form of Subsidiary Guarantee established
pursuant to Section 204 shall remain in full force and effect notwithstanding
any failure to endorse a Subsidiary Guarantee on any Security.

SECTION 1304. Release of Subsidiary Guarantors.

         Unless otherwise specified pursuant to Section 301 with respect to a
series of Securities, each Subsidiary Guarantee will remain in effect with
respect to the respective Subsidiary Guarantor until the entire principal of,
premium, if any, and interest on the Securities to which such Subsidiary
Guarantee relates shall have been paid in full or otherwise defeased or
discharged in accordance with the provisions of such Securities and this
Indenture and all amounts owing to the Trustee hereunder have been paid;
provided, however, that if (i) such Subsidiary Guarantor ceases to be a
Subsidiary in compliance with the applicable provisions of this Indenture, (ii)
either Defeasance or Covenant Defeasance occurs with respect to such Securities
pursuant to Article Fifteen or (iii) all or substantially all of the assets of
such Subsidiary Guarantor or all of the Capital Stock of such Subsidiary
Guarantor is sold (including by sale, merger, consolidation or otherwise) by the
Company or any Subsidiary in a transaction complying with the requirements of
this Indenture, then, in each case of (i), (ii) or (iii), upon delivery by the
Company of an Officers' Certificate and an Opinion of Counsel stating that all
conditions precedent herein provided for relating to the release of such
Subsidiary Guarantor from its obligations under its Subsidiary Guarantee and
this Article Thirteen have been complied with, such Subsidiary Guarantor shall
be released and discharged of its obligations under its

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<PAGE>

Subsidiary Guarantee and under this Article Thirteen without any action on the
part of the Trustee or any Holder, and the Trustee shall execute any documents
reasonably required in order to acknowledge the release of such Subsidiary
Guarantor from its obligations under its Subsidiary Guarantee endorsed on the
Securities of such series and under this Article Thirteen.

SECTION 1305. Additional Subsidiary Guarantors.

         Unless otherwise specified pursuant to Section 301 with respect to a
series of Securities, the Company will cause any domestic Subsidiary of the
Company that becomes a Subsidiary after the date the Securities of a series are
first issued hereunder to become a Subsidiary Guarantor as soon as practicable
after such Subsidiary becomes a Subsidiary. The Company shall cause any such
Subsidiary to become a Subsidiary Guarantor with respect to the Securities by
executing and delivering to the Trustee (a) a supplemental indenture, in form
and substance satisfactory to the Trustee, which subjects such Person to the
provisions (including the representations and warranties) of this Indenture as a
Subsidiary Guarantor and (b) an Opinion of Counsel to the effect that such
supplemental indenture has been duly authorized and executed by such Person and
such supplemental indenture and such Person's obligations under its Subsidiary
Guarantee and this Indenture constitute the legal, valid, binding and
enforceable obligations of such Person (subject to such customary exceptions
concerning creditors' rights and equitable principles as may be acceptable to
the Trustee in its discretion).

                                ARTICLE FOURTEEN

                     SUBORDINATION OF SUBSIDIARY GUARANTEES

SECTION 1401. Applicability of Article.

         Unless otherwise provided with respect to the Securities of any series
in or pursuant to the Board Resolution or supplemental indenture establishing
such series of Securities pursuant to Section 301, the provisions of this
Article shall be applicable to each series of Securities.

SECTION 1402. Subsidiary Guarantees Subordinate to Senior Debt of Subordinate
              Guarantors.

         Each Subsidiary Guarantor covenants and agrees, and each Holder of a
Security, by his acceptance thereof, likewise covenants and agrees, that, to the
extent and in the manner hereinafter set forth in this Article (subject to the
provisions of Article Four and Article Fifteen), the Subsidiary Guarantee of
such Subsidiary Guarantor is hereby expressly made subordinate and subject in
right of payment to the prior payment in full of all Senior Debt of such
Subsidiary Guarantor.

         No provisions of this Article Fourteen shall prevent the occurrence of
any Event of Default.

SECTION 1403. Payment Over of Proceeds Upon Dissolution, Etc.

         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

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<PAGE>

any Subsidiary Guarantor or to its creditors, as such, or to its assets, or (b)
any liquidation, dissolution or other winding up of any Subsidiary Guarantor,
whether voluntary or involuntary and whether or not involving insolvency or
bankruptcy, or (c) any assignment for the benefit of creditors or any other
marshalling of assets and liabilities of any Subsidiary Guarantor, then and in
any such event specified in (a), (b) or (c) above (each such event, if any,
herein sometimes referred to as a "Guarantor Proceeding") the holders of Senior
Debt of such Subsidiary Guarantor shall be entitled to receive payment in full
of all amounts due or to become due on or in respect of all Senior Debt of such
Subsidiary Guarantor, or provision shall be made for such payment in cash or
cash equivalents or otherwise in a manner satisfactory to the holders of Senior
Debt of such Subsidiary Guarantor, before the Holders of the Securities are
entitled to receive any payment or distribution of any kind or character,
whether in cash, property or securities (including any payment or distribution
which may be payable or deliverable by reason of the payment of any other
indebtedness of such Subsidiary Guarantor subordinated to the payment of the
Securities, such payment or distribution being hereinafter referred to as a
"Guarantor Junior Subordinated Payment"), on account of the Subsidiary Guarantee
of such Subsidiary Guarantor (all such payments, other than the payment or
distribution of stock or securities of a Subsidiary Guarantor referred to in the
second succeeding paragraph, herein referred to, individually and collectively,
as a "Guarantee Payment"), and to that end the holders of Senior Debt of such
Subsidiary Guarantor shall be entitled to receive, for application to the
payment thereof, any Guarantee Payment which may be payable or deliverable in
respect of such Subsidiary Guarantor's Subsidiary Guarantee in any such
Guarantor Proceeding.

         In the event that, notwithstanding the foregoing provisions of this
Section, the Trustee or the Holder of any Security shall have received any
Guarantee Payment before all Senior Debt of such Subsidiary Guarantor is paid in
full or payment thereof provided for in cash or cash equivalents or otherwise in
a manner satisfactory to the holders of Senior Debt of such Subsidiary
Guarantor, and if such fact shall, at or prior to the time of such Guarantee
Payment, have been made known to the Trustee or, as the case may be, such
Holder, then and in such event such Guarantee Payment shall be paid over or
delivered forthwith to the trustee in bankruptcy, receiver, liquidating trustee,
custodian, assignee, agent or other Person making payment or distribution of
assets of such Subsidiary Guarantor for application to the payment of all Senior
Debt of such Subsidiary Guarantor remaining unpaid, to the extent necessary to
pay all Senior Debt of such Subsidiary Guarantor in full, after giving effect to
any concurrent payment or distribution to or for the holders of Senior Debt of
such Subsidiary Guarantor.

         For purposes of this Article only, the words "any payment or
distribution of any kind or character, whether in cash, property or securities"
shall not be deemed to include a payment or distribution of stock or securities
of a Subsidiary Guarantor provided for by a plan of reorganization or
readjustment authorized by an order or decree of a court of competent
jurisdiction in a reorganization proceeding under any applicable bankruptcy law
or of any other corporation provided for by such plan of reorganization or
readjustment which stock or securities are subordinated in right of payment to
all then outstanding Senior Debt of such Subsidiary Guarantor to substantially
the same extent as the Subsidiary Guarantees are so subordinated as provided in
this Article. The consolidation of a Subsidiary Guarantor with, or the merger of
a Subsidiary Guarantor into, another Person or the liquidation or dissolution of
such Subsidiary Guarantor following the conveyance or transfer of all or
substantially all of its assets to another Person upon the terms and conditions
set forth in Article Eight shall not be deemed a Guarantor

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Proceeding for the purposes of this Section if the Person formed by such
consolidation or into which such Subsidiary Guarantor is merged or the Person
which acquires by conveyance or transfer such assets, as the case may be, shall,
as a part of such consolidation, merger, conveyance or transfer, comply with the
conditions set forth in Article Eight.

SECTION 1404. No Payment When Senior Debt of such Subsidiary Guarantor in
              Default.

         In the event that any Senior Payment Default shall have occurred and be
continuing, then no Guarantee Payment shall be made unless and until such Senior
Payment Default shall have been cured or waived or shall have ceased to exist or
all amounts then due and payable in respect of the relevant Senior Debt of the
Company shall have been paid in full, or provision shall have been made for such
payment in cash or cash equivalents or otherwise in a manner satisfactory to the
holders of such Senior Debt; provided, that nothing in this Section shall
prevent the satisfaction of any sinking fund payment in accordance with Article
Sixteen by delivering and crediting pursuant to Section 1602 Securities which
have been acquired (upon redemption or otherwise) prior to such Senior Payment
Default.

         In the event that any Senior Nonmonetary Default shall have occurred
and be continuing, then, upon the receipt by the Company, the Subsidiary
Guarantors and the Trustee of written notice of such Senior Nonmonetary Default
from any holder, or agent for the holders, of any Designated Senior Debt of the
Company, no Guarantee Payment shall be made during the applicable Payment
Blockage Period; provided, however, that nothing in this Section shall prevent
the satisfaction of any sinking fund payment in accordance with Article Sixteen
by delivering and crediting pursuant to Section 1602 Securities which have been
acquired (upon redemption or otherwise) prior to the date of such receipt of
such written notice. No more than one Payment Blockage Period may be commenced
with respect to the Subsidiary Guarantees during any 360-day period and there
shall be a period of at least 181 consecutive days in each 360-day period when
no Payment Blockage Period is in effect. For all purposes of this paragraph, no
Senior Nonmonetary Default that existed or was continuing on the date of
commencement of any Payment Blockage Period shall be, or be made, the basis for
the commencement of a subsequent Payment Blockage Period, whether or not within
a period of 360 consecutive days, unless such Senior Nonmonetary Default shall
have been cured for a period of not less than 90 consecutive days.

         In the event that, notwithstanding the foregoing, a Subsidiary
Guarantor shall make any Guarantee Payment to the Trustee or any Holder
prohibited by the foregoing provisions of this Section, and if such fact shall,
at or prior to the time of such Guarantee Payment, have been made known to the
Trustee or, as the case may be, such Holder, then and in such event such
Guarantee Payment shall be paid over and delivered forthwith to the Company.

         The provisions of this Section shall not apply to any Guarantee Payment
with respect to which Section 1403 would be applicable.

SECTION 1405. Payment Permitted If No Default.

         Nothing contained in this Article or elsewhere in this Indenture or in
any of the Subsidiary Guarantees shall prevent (a) a Subsidiary Guarantor, at
any time except during the

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<PAGE>

pendency of any Guarantor Proceeding referred to in Section 1403 or under the
conditions described in Section 1404, from making Guarantee Payments, or (b) the
application by the Trustee of any money deposited with it hereunder to Guarantee
Payments or the retention of such Guarantee Payment by the Holders, if, at the
time of such application by the Trustee, it did not have knowledge that such
Guarantee Payment would have been prohibited by the provisions of this Article.

SECTION 1406. Subrogation to Rights of Holders of Senior Debt of such
              Subsidiary Guarantor.

         Subject to the payment in full of all amounts due or to become due on
or in respect of Senior Debt of a Subsidiary Guarantor, or the provision for
such payment in cash or cash equivalents or otherwise in a manner satisfactory
to the holders of Senior Debt of such Subsidiary Guarantor, the Holders of the
Securities shall be subrogated to the rights of the holders of such Senior Debt
of such Subsidiary Guarantor to receive payments and distributions of cash,
property and securities applicable to the Senior Debt of such Subsidiary
Guarantor until the principal of (and 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 the Senior Debt of a Subsidiary Guarantor 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 of a Subsidiary Guarantor by Holders of the Securities or the
Trustee, shall, as among a Subsidiary Guarantor, its creditors other than
holders of Senior Debt of such Subsidiary Guarantor and the Holders of the
Securities, be deemed to be a payment or distribution by such Subsidiary
Guarantor to or on account of the Senior Debt of such Subsidiary Guarantor.

SECTION 1407. Provisions Solely to Define Relative Rights.

         The provisions of this Article are and are intended solely for the
purpose of defining the relative rights of the Holders on the one hand and the
holders of Senior Debt of a Subsidiary Guarantor on the other hand. Nothing
contained in this Article or elsewhere in this Indenture or in the Subsidiary
Guarantees is intended to or shall (a) impair, as among a Subsidiary Guarantor,
its creditors other than holders of Senior Debt of such Subsidiary Guarantor and
the Holders of the Securities, the obligation of such Subsidiary Guarantor,
which is absolute and unconditional (and which, subject to the rights under this
Article of the holders of Senior Debt of such Subsidiary Guarantor, is intended
to rank equally with all other general obligations of such Subsidiary
Guarantor), to guarantee payment to the Holders of the Securities of the
principal of (and 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 a Subsidiary Guarantor of the Holders of the
Securities and creditors of such Subsidiary Guarantor other than the holders of
Senior Debt of such Subsidiary Guarantor; 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 of a Subsidiary Guarantor to
receive cash, property and securities otherwise payable or deliverable to the
Trustee or such Holder.

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SECTION 1408. Trustee to Effectuate Subordination.

         Each Holder of a Security by his acceptance thereof authorizes and
directs the Trustee on his behalf to take such action as may be necessary or
appropriate to effectuate the subordination provided in this Article and
appoints the Trustee his attorney-in-fact for any and all such purposes.

SECTION 1409. No Waiver of Subordination Provisions.

         No right of any present or future holder of any Senior Debt of a
Subsidiary Guarantor 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 such Subsidiary Guarantor or by any act or failure to act, in good
faith, by any such holder, or by any noncompliance by such Subsidiary 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.

         Without in any way limiting the generality of the foregoing paragraph,
the holders of Senior Debt of a Subsidiary Guarantor 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 of such Subsidiary Guarantor, do any one or more of the
following: (i) change the manner, place or terms of payment or extend the time
of payment of, or renew or alter, Senior Debt of such Subsidiary Guarantor, or
otherwise amend or supplement in any manner Senior Debt of such Subsidiary
Guarantor or any instrument evidencing the same or any agreement under which
Senior Debt of such Subsidiary Guarantor is outstanding; (ii) sell, exchange,
release or otherwise deal with any property pledged, mortgaged or otherwise
securing Senior Debt of such Subsidiary Guarantor; (iii) release any Person
liable in any manner for the collection of Senior Debt of such Subsidiary
Guarantor; and (iv) exercise or refrain from exercising any rights against such
Subsidiary Guarantor and any other Person.

SECTION 1410. Notice to Trustee.

         Each Subsidiary Guarantor shall give prompt written notice to the
Trustee of any fact known to such Subsidiary Guarantor which would prohibit the
making of any payment to or by the Trustee in respect of its Subsidiary
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 Subsidiary Guarantees, unless and until the
Trustee shall have received written notice thereof from a Subsidiary Guarantor
or a holder of Senior Debt of such Subsidiary Guarantor or from any trustee
therefor; and, prior to the receipt of any such written notice, the Trustee,
subject to the provisions of Section 601, 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 at least three
Business Days 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 (and premium, if any) or interest on any Security), then,
anything herein contained to the contrary notwithstanding, the Trustee shall
have full power and authority

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<PAGE>

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 within three Business Days prior to such date.

         Subject to the provisions of Section 601, the Trustee shall be entitled
to rely on the delivery to it of a written notice by a Person representing
himself to be a holder of Senior Debt of a Subsidiary Guarantor (or a trustee
therefor) to establish that such notice has been given by a holder of Senior
Debt of such Subsidiary Guarantor (or a trustee therefor). 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 of a Subsidiary Guarantor
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 of such Subsidiary
Guarantor 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 1411. Reliance on Judicial Order or Certificate of Liquidating Agent.

         Upon any payment or distribution of assets of a Subsidiary Guarantor
referred to in this Article, the Trustee, subject to the provisions of Section
601, 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 Guarantor
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 the Senior Debt
of such Subsidiary Guarantor and other indebtedness of such Subsidiary
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.

SECTION 1412. Trustee Not Fiduciary for Holders of Senior Debt of such
              Subsidiary Guarantor.

         The Trustee shall not be deemed to owe any fiduciary duty to the
holders of Senior Debt of a Subsidiary Guarantor and shall not be liable to any
such holders if it shall in good faith mistakenly pay over or distribute to
Holders of Securities or to the Company, a Subsidiary Guarantor, or to any other
Person cash, property or securities to which any holders of Senior Debt of such
Subsidiary Guarantor shall be entitled by virtue of this Article or otherwise.

SECTION 1413. Rights of Trustee as Holder of Senior Debt of such Subsidiary
              Guarantor; 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 of a Subsidiary
Guarantor which may at any time be held by it, to the same extent as any other
holder of Senior Debt of such Subsidiary Guarantor, and nothing in this
Indenture shall deprive the Trustee of any of its rights as such holder.

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<PAGE>

         Nothing in this Article shall apply to claims of, or payments to, the
Trustee under or pursuant to Section 607.

SECTION 1414. 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 hereunder, 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 1413 shall not apply to the Company, any Subsidiary
Guarantor or any Affiliate of the Company if it or such Subsidiary Guarantor or
Affiliate acts as Paying Agent.

SECTION 1415. Defeasance of this Article Fourteen.

         The subordination of the Subsidiary Guarantees provided by this Article
Fourteen is expressly made subject to the provisions for Defeasance or Covenant
Defeasance of a series of Securities in Article Fifteen hereof and, anything
herein to the contrary notwithstanding, upon the effectiveness of any such
Defeasance or Covenant Defeasance with respect to a series of Securities, the
Subsidiary Guarantees of the Securities of such series shall thereupon cease to
be subordinated pursuant to this Article Fourteen.

                                 ARTICLE FIFTEEN

                       DEFEASANCE AND COVENANT DEFEASANCE

SECTION 1501. Company's Option to Effect Defeasance or Covenant Defeasance.

         The Company may elect, at its option at any time, to have Section 1502
or Section 1503 applied to any Securities or any series of Securities, as the
case may be, designated pursuant to Section 301 as being defeasible pursuant to
such Section 1502 or 1503, in accordance with any applicable requirements
provided pursuant to Section 301 and upon compliance with the conditions set
forth below in this Article. Any such election shall be evidenced in or pursuant
to a Board Resolution or in another manner specified as contemplated by Section
301 for such Securities.

SECTION 1502. Defeasance and Discharge.

         Upon the Company's exercise of its option (if any) to have this Section
applied to any Securities or any series of Securities, as the case may be, the
Company shall be deemed to have been discharged from its obligations, each
Subsidiary Guarantor shall be deemed to have been discharged from its
obligations with respect to its Subsidiary Guarantees of such Securities, and
the provisions of Articles Twelve and Fourteen shall cease to be effective, with
respect to such Securities and Subsidiary Guarantees as provided in this Section
on and after the date the conditions set forth in Section 1504 are satisfied
(herein called "Defeasance"). For this purpose, such Defeasance means that the
Company shall be deemed to have paid and discharged the entire indebtedness
represented by such Securities and to have satisfied all its other obligations
under

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<PAGE>

such Securities and this Indenture insofar as such Securities are concerned (and
the Trustee, at the expense of the Company, shall execute proper instruments
acknowledging the same), subject to the following which shall survive until
otherwise terminated or discharged hereunder: (1) the rights of Holders of such
Securities to receive, solely from the trust fund described in Section 1504 and
as more fully set forth in such Section, payments in respect of the principal of
and any premium and interest on such Securities when payments are due, (2) the
Company's and each Subsidiary Guarantor's obligations with respect to such
Securities under Sections 304, 305, 306, 1002 and 1003, (3) the rights, powers,
trusts, duties and immunities of the Trustee hereunder and (4) this Article.
Subject to compliance with this Article, the Company may exercise its option (if
any) to have this Section applied to any Securities notwithstanding the prior
exercise of its option (if any) to have Section 1503 applied to such Securities.

SECTION 1503. Covenant Defeasance.

         Upon the Company's exercise of its option (if any) to have this Section
applied to any Securities or any series of Securities, as the case may be, (1)
the Company shall be released from its obligations under Section 801(3),
Sections 1006 through 1008, inclusive, and any covenants provided pursuant to
Section 301(20), 901(2) or 901(7) for the benefit of the Holders of such
Securities, and (2) the occurrence of any event specified in Sections 501(4)
(with respect to any of Section 801(3), Sections 1006 through 1008, inclusive,
and any such covenants provided pursuant to Section 301(20), 901(2) or 901(7)),
501(5), 501(6)), 501(9) and 501(10) shall be deemed not to be or result in an
Event of Default and (3) the provisions of Articles Twelve, Thirteen and
Fourteen shall cease to be effective, in each case with respect to such
Securities and Subsidiary Guarantees as provided in this Section on and after
the date the conditions set forth in Section 1504 are satisfied (herein called
"Covenant Defeasance"). For this purpose, such Covenant Defeasance means that,
with respect to such Securities, the Company and the Subsidiary Guarantors, as
applicable, may omit to comply with and shall have no liability in respect of
any term, condition or limitation set forth in any such specified Section (to
the extent so specified in the case of Section 501(4)) or Article Twelve,
Thirteen or Article Fourteen, whether directly or indirectly by reason of any
reference elsewhere herein to any such Section or Article or by reason of any
reference in any such Section or Article to any other provision herein or in any
other document, but the remainder of this Indenture and such Securities shall be
unaffected thereby.

SECTION 1504. Conditions to Defeasance or Covenant Defeasance.

         The following shall be the conditions to the application of Section
1502 or Section 1503 to any Securities or any series of Securities, as the case
may be:

                  (1)      The Company shall irrevocably have deposited or
         caused to be deposited with the Trustee (or another trustee which
         satisfies the requirements contemplated by Section 609 and agrees to
         comply with the provisions of this Article applicable to it) as trust
         funds in trust for the purpose of making the following payments,
         specifically pledged as security for, and dedicated solely to, the
         benefits of the Holders of such Securities, (A) money in an amount, or
         (B) U.S. Government Obligations which through the scheduled payment of
         principal and interest in respect thereof in accordance with their
         terms will provide, not later than one day before the due date of any
         payment,

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<PAGE>

         money in an amount, or (C) a combination thereof, in each case
         sufficient, in the opinion of a nationally recognized firm of
         independent public accountants expressed in a written certification
         thereof delivered to the Trustee, to pay and discharge, and which shall
         be applied by the Trustee (or any such other qualifying trustee) to pay
         and discharge, the principal of and any premium and interest on such
         Securities on the respective Stated Maturities, in accordance with the
         terms of this Indenture and such Securities. As used herein, "U.S.
         Government Obligation" means (x) any security which is (i) a direct
         obligation of the United States of America for the payment of which the
         full faith and credit of the United States of America is pledged or
         (ii) an obligation of a Person controlled or supervised by and acting
         as an agency or instrumentality of the United States of America the
         payment of which is unconditionally guaranteed as a full faith and
         credit obligation by the United States of America, which, in either
         case (i) or (ii), is not callable or redeemable at the option of the
         issuer thereof, and (y) any depositary receipt issued by a bank (as
         defined in Section 3(a)(2) of the Securities Act) as custodian with
         respect to any U.S. Government Obligation which is specified in clause
         (x) above and held by such bank for the account of the holder of such
         depositary receipt, or with respect to any specific payment of
         principal of or interest on any U.S. Government Obligation which is so
         specified and held, 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 depositary receipt from any amount
         received by the custodian in respect of the U.S. Government Obligation
         or the specific payment of principal or interest evidenced by such
         depositary receipt.

                  (2)      In the event of an election to have Section 1502
         apply to any Securities or any series of Securities, as the case may
         be, the Company shall have delivered to the Trustee an Opinion of
         Counsel stating that (A) the Company has received from, or there has
         been published by, the Internal Revenue Service a ruling or (B) since
         the date of this instrument, there has been a change in the applicable
         Federal income tax law, in either case (A) or (B) to the effect that,
         and based thereon such opinion shall confirm that, the Holders of such
         Securities will not recognize gain or loss for Federal income tax
         purposes as a result of the deposit, Defeasance and discharge to be
         effected with respect to such Securities and will be subject to Federal
         income tax on the same amount, in the same manner and at the same times
         as would be the case if such deposit, Defeasance and discharge were not
         to occur.

                  (3)      In the event of an election to have Section 1503
         apply to any Securities or any series of Securities, as the case may
         be, the Company shall have delivered to the Trustee an Opinion of
         Counsel to the effect that the Holders of such Securities will not
         recognize gain or loss for Federal income tax purposes as a result of
         the deposit and Covenant Defeasance to be effected with respect to such
         Securities and will be subject to Federal income tax on the same
         amount, in the same manner and at the same times as would be the case
         if such deposit and Covenant Defeasance were not to occur.

                  (4)      The Company shall have delivered to the Trustee an
         Officer's Certificate to the effect that neither such Securities nor
         any other Securities of the same series, if then listed on any
         securities exchange, will be delisted as a result of such deposit.

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<PAGE>

                  (5)      No event which is, or after notice or lapse of time
         or both would become, an Event of Default with respect to such
         Securities or any other Securities shall have occurred and be
         continuing at the time of such deposit or, with regard to any such
         event specified in Sections 501(7) and (8), at any time on or prior to
         the 121st day after the date of such deposit (it being understood that
         this condition shall not be deemed satisfied until after such 121st
         day).

                  (6)      Such Defeasance or Covenant Defeasance shall not
         cause the Trustee to have a conflicting interest within the meaning of
         the Trust Indenture Act (assuming all Securities are in default within
         the meaning of such Act).

                  (7)      Such Defeasance or Covenant Defeasance shall not
         result in a breach or violation of, or constitute a default under, any
         other agreement or instrument to which the Company or any Subsidiary is
         a party or by which it is bound.

                  (8)      At the time of such deposit, (A) no default in the
         payment of any principal of or premium or interest on any Senior Debt
         of the Company or any Subsidiary Guarantor shall have occurred and be
         continuing, (B) no event of default with respect to any Senior Debt of
         the Company or any Subsidiary Guarantor shall have resulted in such
         Senior Debt becoming, and continuing to be, due and payable prior to
         the date on which it would otherwise have become due and payable
         (unless payment of such Senior Debt has been made or duly provided
         for), and (C) no other event of default with respect to any Senior Debt
         of the Company or any Subsidiary Guarantor shall have occurred and be
         continuing permitting (after notice or lapse of time or both) the
         holders of such Senior Debt (or a trustee on behalf of such holders) to
         declare such Senior Debt due and payable prior to the date on which it
         would otherwise have become due and payable.

                  (9)      The Company shall have delivered to the Trustee an
         Opinion of Counsel to the effect that such deposit shall not cause
         either the Trustee or the trust so created to be subject to the
         Investment Company Act of 1940.

                  (10)     The Company shall have delivered to the Trustee an
         Officers' Certificate and an Opinion of Counsel, each stating that all
         conditions precedent with respect to such Defeasance or Covenant
         Defeasance have been complied with.

SECTION 1505. Deposited Money and U.S. Government Obligations to Be Held in
              Trust; Miscellaneous Provisions.

         Subject to the provisions of the last paragraph of Section 1003, all
money and U.S. Government Obligations (including the proceeds thereof) deposited
with the Trustee or other qualifying trustee (solely for purposes of this
Section and Section 1506, the Trustee and any such other trustee are referred to
collectively as the "Trustee") pursuant to Section 1504 in respect of any
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 such Paying Agent (including the Company acting as its
own 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
and any premium and interest, but money so held in trust need not be segregated
from other

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<PAGE>

funds except to the extent required by law. Money and U.S. Government
Obligations so held in trust shall not be subject to the provisions of Article
Twelve or Article Fourteen.

         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 1504 or the principal and interest received in
respect thereof other than any such tax, fee or other charge which by law is for
the account of the Holders of Outstanding Securities.

         Anything in this Article to the contrary notwithstanding, the Trustee
shall deliver or pay to the Company from time to time upon Company Request any
money or U.S. Government Obligations held by it as provided in Section 1504 with
respect to any Securities which, in the opinion of a nationally recognized firm
of independent public accountants 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 the Defeasance or Covenant Defeasance, as
the case may be, with respect to such Securities.

SECTION 1506. Reinstatement.

         If the Trustee or the Paying Agent is unable to apply any money in
accordance with this Article with respect to any Securities by reason of any
order or judgment of any court or governmental authority enjoining, restraining
or otherwise prohibiting such application, then the obligations under this
Indenture and such Securities from which the Company has been discharged or
released pursuant to Section 1502 or 1503 shall be revived and reinstated as
though no deposit had occurred pursuant to this Article with respect to such
Securities, until such time as the Trustee or Paying Agent is permitted to apply
all money held in trust pursuant to Section 1505 with respect to such Securities
in accordance with this Article; provided, however, that if the Company makes
any payment of principal of or any premium or interest on any such Security
following such reinstatement of its obligations, the Company shall be subrogated
to the rights (if any) of the Holders of such Securities to receive such payment
from the money so held in trust.

                                 ARTICLE SIXTEEN

                                  SINKING FUNDS

SECTION 1601. Applicability of Article.

         The provisions of this Article shall be applicable to any sinking fund
for the retirement of Securities of any series except as otherwise specified as
contemplated by Section 301 for such Securities.

         The minimum amount of any sinking fund payment provided for by the
terms of any Securities is herein referred to as a "mandatory sinking fund
payment", and any payment in excess of such minimum amount provided for by the
terms of such Securities is herein referred to as an "optional sinking fund
payment." If provided for by the terms of any Securities, the cash amount of any
sinking fund payment may be subject to reduction as provided in Section 1602.

                                       79

<PAGE>

Each sinking fund payment shall be applied to the redemption of Securities as
provided for by the terms of such Securities.

SECTION 1602. Satisfaction of Sinking Fund Payments with Securities.

         The Company (1) may deliver Outstanding Securities of a series (other
than any previously called for redemption) and (2) may apply as a credit
Securities of a series which have been redeemed either at the election of the
Company pursuant to the terms of such Securities or through the application of
permitted optional sinking fund payments pursuant to the terms of such
Securities, in each case in satisfaction of all or any part of any sinking fund
payment with respect to any Securities of such series required to be made
pursuant to the terms of such Securities as and to the extent provided for by
the terms of such Securities; provided, however, that the Securities to be so
credited have not been previously so credited. The Securities to be so credited
shall be received and credited for such purpose by the Trustee at the Redemption
Price, as specified in the Securities so to be redeemed, for redemption through
operation of the sinking fund and the amount of such sinking fund payment shall
be reduced accordingly.

SECTION 1603. Redemption of Securities for Sinking Fund.

         Not less than 35 days prior to each sinking fund payment date for any
Securities, the Company will deliver to the Trustee an Officers' Certificate
specifying the amount of the next ensuing sinking fund payment for such
Securities pursuant to the terms of such Securities, the portion thereof, if
any, which is to be satisfied by payment of cash and the portion thereof, if
any, which is to be satisfied by delivering and crediting Securities pursuant to
Section 1602 and will also deliver to the Trustee any Securities to be so
delivered. Not less than 32 days prior to each such sinking fund payment date,
the Trustee shall select the Securities to be redeemed upon such sinking fund
payment date in the manner specified in Section 1103 and cause notice of the
redemption thereof to be given in the name of and at the expense of the Company
in the manner provided in Section 1104. Such notice having been duly given, the
redemption of such Securities shall be made upon the terms and in the manner
stated in Sections 1106 and 1107.

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

                                       80

<PAGE>

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

                            ISSUER:

                            GROUP 1 AUTOMOTIVE, INC.

                            By: /s/ Scott L. Thompson
                                -----------------------------------------------
                            Name:  Scott L. Thompson
                            Title: Executive Vice President, Chief Financial
                                   Officer and Treasurer

                            SUBSIDIARY GUARANTORS:

                            GROUP 1 REALTY, INC.
                            GROUP 1 FL HOLDINGS, INC.

                            By: /s/ Scott L. Thompson
                                -----------------------------------------------
                            Name:  Scott L. Thompson
                            Title: President

                            BOB HOWARD AUTOMOTIVE-EAST, INC.
                            BOB HOWARD AUTOMOTIVE-H, INC.
                            BOB HOWARD CHEVROLET, INC.
                            BOB HOWARD DODGE, INC.
                            BOB HOWARD MOTORS, INC.
                            BOB HOWARD NISSAN, INC.
                            BOHN HOLDINGS-DC, INC.
                            BOHN HOLDINGS-F, INC.
                            BOHN HOLDINGS-GM, INC.
                            BOHN HOLDINGS-S, INC.
                            CASA CHEVROLET INC.
                            CASA CHRYSLER PLYMOUTH JEEP INC.
                            DANVERS-DC, INC.
                            DANVERS-DCII, INC.
                            DANVERS-DCIII, INC.
                            DANVERS-GM, INC.
                            DANVERS-N, INC.
                            DANVERS-NII, INC.
                            DANVERS-S, INC.
                            DANVERS-SU, INC.
                            DANVERS-T, INC.

                                       81

<PAGE>

                            DANVERS-TII, INC.
                            DANVERS-TL, INC.
                            FMM, INC.
                            GPI ATLANTA-F, INC.
                            GPI ATLANTA-FLM, INC.
                            GPI ATLANTA-FLM II, INC.
                            GPI ATLANTA-T, INC.
                            GROUP 1 ASSOCIATES, INC.
                            HARVEY-T, INC.
                            HIGHLAND AUTOPLEX, INC.
                            HOWARD FORD, INC.
                            HOWARD PONTIAC-GMC, INC.
                            HOWARD-DC, INC.
                            HOWARD-DCII, INC.
                            HOWARD-GM, INC.
                            HOWARD-GMII, INC.
                            HOWARD-GMIII, INC.
                            HOWARD-H, INC.
                            HOWARD-HA, INC.
                            HOWARD-FLM, INC.
                            HOWARD-SB, INC.
                            HOWARD-SI, INC.
                            JIM TIDWELL FORD, INC.
                            LUBY CHEVROLET CO.
                            MIKE SMITH AUTOMOTIVE-H, INC.
                            MIKE SMITH AUTOMOTIVE-N, INC.
                            MIKE SMITH AUTOPLAZA, INC.
                            MIKE SMITH AUTOPLEX BUICK, INC.
                            MIKE SMITH AUTOPLEX DODGE, INC.
                            MIKE SMITH AUTOPLEX, INC.
                            MIKE SMITH AUTOPLEX-GERMAN IMPORTS, INC.
                            MIKE SMITH AUTOPLEX-V, INC.
                            MIKE SMITH GM, INC.
                            MIKE SMITH IMPORTS, INC.
                            MIKE SMITH MOTORS, INC.
                            MILLBRO, INC.
                            MILLER AUTOMOTIVE GROUP, INC.
                            MILLER FAMILY COMPANY, INC.
                            MILLER IMPORTS, INC.
                            MILLER INFINITI, INC.
                            MILLER MOTORS VAN NUYS, INC.
                            MILLER NISSAN, INC.
                            MILLER-NII, INC.
                            PERIMETER FORD, INC.

                                       82

<PAGE>

                            SUNSHINE BUICK PONTIAC GMC TRUCK, INC.

                            By: /s/ Scott L. Thompson
                                -----------------------------------------------
                            Name:  Scott L. Thompson
                            Title: Vice President

                            AMARILLO MOTORS-C, LTD.
                            AMARILLO MOTORS-F, LTD.
                            AMARILLO MOTORS-FM, LTD.
                            AMARILLO MOTORS-J, LTD.
                            AMARILLO MOTORS-SM, LTD.
                            CHAPERRAL DODGE, LTD.
                            COLONIAL CHRYSLER-PLYMOUTH, LTD.
                            GPI, LTD.
                            KUTZ-DC, LTD.
                            KUTZ-N, LTD.
                            LUBBOCK MOTORS, LTD.
                            LUBBOCK MOTORS-F, LTD.
                            LUBBOCK MOTORS-S, LTD.
                            LUBBOCK MOTORS-SH, LTD.
                            LUBBOCK MOTORS-T, LTD.
                            MAXWELL CHRYSLER DODGE JEEP, LTD.
                            MAXWELL FORD, LTD.
                            MAXWELL-G, LTD.
                            MAXWELL-N, LTD.
                            MAXWELL-NII, LTD.
                            MAXWELL-SM, LTD.
                            MCCALL-H, LTD.
                            MCCALL-HA, LTD.
                            MCCALL-N, LTD.
                            MCCALL-T, LTD.
                            MCCALL-TII, LTD.
                            MCCALL-TL, LTD.
                            PRESTIGE CHRYSLER NORTHWEST, LTD.
                            PRESTIGE CHRYSLER SOUTH, LTD.
                            ROCKWALL AUTOMOTIVE-DCD, LTD.

                                       83

<PAGE>

                            ROCKWALL AUTOMOTIVE-F, LTD.

                            By:  GROUP 1 ASSOCIATES, INC.,
                                 as general partner

                            By: /s/ Scott L. Thompson
                                ----------------------------
                            Name: Scott L. Thompson
                            Title: Vice President

                            GROUP 1 HOLDINGS-DC, L.L.C.
                            GROUP 1 HOLDINGS-F, L.L.C.
                            GROUP 1 HOLDINGS-GM, L.L.C.
                            GROUP 1 HOLDINGS-H, L.L.C.
                            GROUP 1 HOLDINGS-N, L.L.C.
                            GROUP 1 HOLDINGS-S, L.L.C.
                            GROUP 1 HOLDINGS-T, L.L.C.

                            By:  GROUP 1 AUTOMOTIVE, INC.,
                                 as sole member

                            By: /s/ Scott L. Thompson
                                -----------------------------
                            Name:  Scott L. Thompson
                            Title: Executive Vice President

                            COURTESY FORD, LLC
                            GULF BREEZE FORD, LLC
                            KEY FORD, LLC
                            KOONS FORD, LLC

                            By:  GROUP 1 FL HOLDINGS, INC.,
                                 as sole member

                            By: /s/ Scott L. Thompson
                                ----------------------------
                            Name:  Scott L. Thompson
                            Title: President

                                       84

<PAGE>

                            BOHN-DC, LLC

                            By: BOHN HOLDINGS-DC, INC.,
                                as sole member

                            By: /s/ Scott L. Thompson
                                ----------------------------
                            Name:  Scott L. Thompson
                            Title: Vice President

                            BOHN-FII, LLC
                            BOHN-FIII, LLC
                            HARVEY FORD, LLC
                            HARVEY-FLM, LLC

                           By: BOHN HOLDINGS-F, INC.,
                               as sole member

                            By: /s/ Scott L. Thompson
                                ----------------------------
                            Name:  Scott L. Thompson
                            Title: Vice President

                            HARVEY GM, LLC

                            By: BOHN HOLDINGS-GM, INC.,
                                as sole member

                            By: /s/ Scott L. Thompson
                                ----------------------------
                            Name:  Scott L. Thompson
                            Title: Vice President

                            HARVEY SM, LLC

                            By:  BOHN HOLDINGS-S, INC.,
                                 as sole member

                            By: /s/ Scott L. Thompson
                                ----------------------------
                            Name:  Scott L. Thompson
                            Title: Vice President

                                       85

<PAGE>

                            HARVEY OPERATIONS-T, LLC

                            By: HARVEY-T, INC.,
                                as sole member

                            By: /s/ Scott L. Thompson
                               __________________________________
                            Name:  Scott L. Thompson
                            Title: Vice President

                            IRA AUTOMOTIVE GROUP, LLC

                            By: DANVERS-T, INC.,
                                as sole member

                            By: /s/ Scott L. Thompson
                               __________________________________
                            Name:  Scott L. Thompson
                            Title: Vice President

                            GROUP 1 LP INTERESTS-F, INC.
                            GROUP 1 LP INTERESTS-DC, INC.
                            GROUP 1 LP INTERESTS-T, INC.
                            GROUP 1 LP INTERESTS-GM, INC.
                            GROUP 1 LP INTERESTS-H, INC.
                            GROUP 1 LP INTERESTS-S, INC.
                            GROUP 1 LP INTERESTS-N, INC.

                            By: /s/ Mathew J. Baer
                               __________________________________
                            Name:  Mathew J. Baer
                            Title: President

                            DELAWARE ACQUISITION-DC, LLC

                            By: GROUP 1 LP INTERESTS-DC, INC.,
                                as sole member

                            By: /s/ Mathew J. Baer
                               __________________________________
                            Name:  Mathew J. Baer
                            Title: President and Secretary

                                       86

<PAGE>

                            DELAWARE ACQUISITION-F, LLC

                            By: GROUP 1 LP INTERESTS-F, INC.,
                                as sole member

                            By: /s/ Mathew J. Baer
                               ___________________________________
                            Name:  Mathew J. Baer
                            Title: President and Secretary

                            DELAWARE ACQUISITION-GM, LLC

                            By: GROUP 1 LP INTERESTS-GM, INC.,
                                as sole member

                            By: /s/ Mathew J. Baer
                               ___________________________________
                            Name:  Mathew J. Baer
                            Title: President and Secretary

                            DELAWARE ACQUISITION-N, LLC

                            By: GROUP 1 LP INTERESTS-N, INC.,
                                as sole member

                            By: /s/ Mathew J. Baer
                               ___________________________________
                            Name:  Mathew J. Baer
                            Title: President and Secretary

                            DELAWARE ACQUISITION-T, LLC

                            By: GROUP 1 LP INTERESTS-T, INC.,
                                as sole member

                            By: /s/ Mathew J. Baer
                               ___________________________________
                            Name:  Mathew J. Baer
                            Title: President and Secretary

                                       87

<PAGE>

                                 TRUSTEE:

                                 WELLS FARGO BANK, N.A.,
                                   as Trustee

                                 By: /s/ Melissa Scott
                                    ______________________________
                                 Name:   Melissa Scott
                                 Title:  Vice President

                                       88

<PAGE>

                                   SCHEDULE I

                              SUBSIDIARY GUARANTORS

<TABLE>
<CAPTION>
         SUBSIDIARY                                      STATE OF ORGANIZATION
         ----------                                      ---------------------
<S>                                                      <C>
Group 1 Realty, Inc.                                           Delaware
Group 1 FL Holdings, Inc.                                      Delaware
Bob Howard Automotive-East, Inc.                               Oklahoma
Bob Howard Automotive-H, Inc.                                  Oklahoma
Bob Howard Chevrolet, Inc.                                     Oklahoma
Bob Howard Dodge, Inc.                                         Oklahoma
Bob Howard Motors, Inc.                                        Oklahoma
Bob Howard Nissan, Inc.                                        Oklahoma
Bohn Holdings-DC, Inc.                                         Delaware
Bohn Holdings-F, Inc.                                          Delaware
Bohn Holdings-GM, Inc.                                         Delaware
Bohn Holdings-S, Inc.                                          Delaware
Casa Chevrolet Inc.                                            New Mexico
Casa Chrysler Plymouth Jeep Inc.                               New Mexico
Danvers-DC, Inc.                                               Delaware
Danvers-DCII, Inc.                                             Delaware
Danvers-DCIII, Inc.                                            Delaware
Danvers-GM, Inc.                                               Delaware
Danvers-N, Inc.                                                Delaware
Danvers-NII, Inc.                                              Delaware
Danvers-S, Inc.                                                Delaware
Danvers-SU, Inc.                                               Delaware
Danvers-T, Inc.                                                Delaware
Danvers-TII, Inc.                                              Delaware
Danvers-TL, Inc.                                               Delaware
FMM, Inc.                                                      California
GPI Atlanta-F, Inc.                                            Georgia
GPI Atlanta-FLM, Inc.                                          Delaware
GPI Atlanta-FLM II, Inc.                                       Delaware
GPI Atlanta-T, Inc.                                            Delaware
Group 1 Associates, Inc.                                       Delaware
Harvey-T, Inc.                                                 Delaware
Highland Autoplex, Inc.                                        Texas
Howard Ford, Inc.                                              Delaware
Howard Pontiac-GMC, Inc.                                       Oklahoma
Howard-DC, Inc.                                                Delaware
Howard-DCII, Inc.                                              Delaware
Howard-GM, Inc.                                                Delaware
Howard-GMII, Inc.                                              Delaware
Howard-GMIII, Inc.                                             Delaware
Howard-H, Inc.                                                 Delaware
Howard-HA, Inc.                                                Delaware
</TABLE>

                                  Schedule I-1

<PAGE>

<TABLE>
<CAPTION>
         SUBSIDIARY                                            STATE OF ORGANIZATION
         ----------                                            ---------------------
<S>                                                            <C>
Howard-FLM, Inc.                                               Delaware
Howard-SB, Inc.                                                Delaware
Howard-SI, Inc.                                                Delaware
Jim Tidwell Ford, Inc.                                         Delaware
Luby Chevrolet Co.                                             Delaware
Mike Smith Automotive-H, Inc.                                  Delaware
Mike Smith Automotive-N, Inc.                                  Texas
Mike Smith Autoplaza, Inc.                                     Texas
Mike Smith Autoplex Buick, Inc.                                Texas
Mike Smith Autoplex Dodge, Inc.                                Texas
Mike Smith Autoplex, Inc.                                      Texas
Mike Smith Autoplex-German Imports, Inc.                       Texas
Mike Smith Autoplex-V, Inc.                                    Texas
Mike Smith GM, Inc.                                            Delaware
Mike Smith Imports, Inc.                                       Texas
Mike Smith Motors, Inc.                                        Texas
Millbro, Inc.                                                  California
Miller Automotive Group, Inc.                                  California
Miller Family Company, Inc.                                    California
Miller Imports, Inc.                                           California
Miller Infiniti, Inc.                                          California
Miller Motors Van Nuys, Inc.                                   California
Miller Nissan, Inc.                                            California
Miller-NII, Inc.                                               Delaware
Perimeter Ford, Inc.                                           Delaware
Sunshine Buick Pontiac GMC Truck, Inc.                         New Mexico
Amarillo Motors-C, Ltd.                                        Texas limited partnership
Amarillo Motors-F, Ltd.                                        Texas limited partnership
Amarillo Motors-FM, Ltd.                                       Texas limited partnership
Amarillo Motors-J, Ltd.                                        Texas limited partnership
Amarillo Motors-SM, Ltd.                                       Texas limited partnership
Chaperral Dodge, Ltd.                                          Texas limited partnership
Colonial Chrysler-Plymouth, Ltd.                               Texas limited partnership
GPI, Ltd.                                                      Texas limited partnership
Kutz-DC, Ltd.                                                  Texas limited partnership
Kutz-N, Ltd.                                                   Texas limited partnership
Lubbock Motors, Ltd.                                           Texas limited partnership
Lubbock Motors-F, Ltd.                                         Texas limited partnership
Lubbock Motors-S, Ltd.                                         Texas limited partnership
Lubbock Motors-SH, Ltd.                                        Texas limited partnership
Lubbock Motors-T, Ltd.                                         Texas limited partnership
Maxwell Chrysler Dodge Jeep, Ltd.                              Texas limited partnership
Maxwell Ford, Ltd.                                             Texas limited partnership
Maxwell-G, Ltd.                                                Texas limited partnership
Maxwell-N, Ltd.                                                Texas limited partnership
</TABLE>

                                  Schedule I-2

<PAGE>

<TABLE>
<CAPTION>
         SUBSIDIARY                                                 STATE OF ORGANIZATION
         ----------                                                 ---------------------
<S>                                                            <C>
Maxwell-NII, Ltd.                                              Texas limited partnership
Maxwell-SM, Ltd.                                               Texas limited partnership
McCall-H, Ltd.                                                 Texas limited partnership
McCall-HA, Ltd.                                                Texas limited partnership
McCall-N, Ltd.                                                 Texas limited partnership
McCall-T, Ltd.                                                 Texas limited partnership
McCall-TII, Ltd.                                               Texas limited partnership
McCall-TL, Ltd.                                                Texas limited partnership
Prestige Chrysler Northwest, Ltd.                              Texas limited partnership
Prestige Chrysler South, Ltd.                                  Texas limited partnership
Rockwall Automotive-DCD, Ltd.                                  Texas limited partnership
Rockwall Automotive-F, Ltd.                                    Texas limited partnership
Group 1 Holdings-DC, L.L.C.                                    Delaware limited liability company
Group 1 Holdings-F, L.L.C.                                     Delaware limited liability company
Group 1 Holdings-GM, L.L.C.                                    Delaware limited liability company
Group 1 Holdings-H, L.L.C.                                     Delaware limited liability company
Group 1 Holdings-N, L.L.C.                                     Delaware limited liability company
Group 1 Holdings-S, L.L.C.                                     Delaware limited liability company
Group 1 Holdings-T, L.L.C.                                     Delaware limited liability company
Courtesy Ford, LLC                                             Delaware limited liability company
Gulf Breeze Ford, LLC                                          Delaware limited liability company
Key Ford, LLC                                                  Delaware limited liability company
Koons Ford, LLC                                                Delaware limited liability company
Bohn-DC, LLC                                                   Delaware limited liability company
Bohn-FII, LLC                                                  Delaware limited liability company
Bohn-FIII, LLC                                                 Delaware limited liability company
Harvey Ford, LLC                                               Delaware limited liability company
Harvey-FLM, LLC                                                Delaware limited liability company
Harvey GM, LLC                                                 Delaware limited liability company
Harvey SM, LLC                                                 Delaware limited liability company
Harvey Operations-T, LLC                                       Delaware limited liability company
Ira Automotive Group, LLC                                      Delaware limited liability company
Group 1 LP Interests-F, Inc.                                   Delaware
Group 1 LP Interests-DC, Inc.                                  Delaware
Group 1 LP Interests-T, Inc.                                   Delaware
Group 1 LP Interests-GM, Inc.                                  Delaware
Group 1 LP Interests-H, Inc.                                   Delaware
Group 1 LP Interests-S, Inc.                                   Delaware
Group 1 LP Interests-N, Inc.                                   Delaware
Delaware Acquisition-DC, LLC                                   Delaware limited liability company
Delaware Acquisition-F, LLC                                    Delaware limited liability company
Delaware Acquisition-GM, LLC                                   Delaware limited liability company
Delaware Acquisition-N, LLC                                    Delaware limited liability company
Delaware Acquisition-T, LLC                                    Delaware limited liability company
</TABLE>

                                  Schedule I-3