<PAGE>
                                                                     EXHIBIT 4.5

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







                            Group 1 Automotive, Inc.,
                                    as Issuer

                                       and

                     The Subsidiary Guarantors named herein,
                            as Subsidiary Guarantors

                                       to

                        -------------------------------,
                                   as Trustee



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


                                SENIOR INDENTURE

                         Dated as of             , 200
                                     ------------     --

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


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




<PAGE>



                                TABLE OF CONTENTS

<Table>
<Caption>
                                                                                             PAGE
                                                                                             ----
<S>             <C>                                                                          <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
                 Officer's Certificate..........................................................4
                 Opinion of Counsel.............................................................4
                 Original Issue Discount Security...............................................4
</Table>

----------
    NOTE:  This table of contents shall not, for any purpose, be deemed to be a
           part of the Indenture.


<PAGE>


<Table>
<Caption>
                                                                                             PAGE
                                                                                             ----
<S>             <C>                                                                          <C>
                 Outstanding....................................................................4
                 Paying Agent...................................................................5
                 Person.........................................................................5
                 Place of Payment...............................................................5
                 Predecessor Security...........................................................5
                 Redemption Date................................................................5
                 Redemption Price...............................................................5
                 Regular Record Date............................................................6
                 Securities.....................................................................6
                 Securities Act.................................................................6
                 Security Register..............................................................6
                 Security Registrar.............................................................6
                 Significant Subsidiary.........................................................6
                 Special Record Date............................................................6
                 Stated Maturity................................................................6
                 Subsidiary.....................................................................6
                 Subsidiary Guarantees..........................................................6
                 Subsidiary Guarantors..........................................................6
                 Trust Indenture Act............................................................6
                 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
</Table>


                                      -ii-
<PAGE>


<Table>
<Caption>
                                                                                             PAGE
                                                                                             ----
<S>             <C>                                                                          <C>
SECTION 204.     Form of Subsidiary Guarantee..................................................18
SECTION 205.     Form of Legend for Global Securities..........................................20
SECTION 206.     Form of Trustee's Certificate of Authentication...............................21

                                           ARTICLE THREE

                                          THE SECURITIES

SECTION 301.     Amount Unlimited; Issuable in Series..........................................21
SECTION 302.     Denominations.................................................................24
SECTION 303.     Execution, Authentication, Delivery and Dating................................24
SECTION 304.     Temporary Securities..........................................................25
SECTION 305.     Registration, Registration of Transfer and Exchange...........................26
SECTION 306.     Mutilated, Destroyed, Lost and Stolen Securities..............................28
SECTION 307.     Payment of Interest; Interest Rights Preserved................................28
SECTION 308.     Persons Deemed Owners.........................................................29
SECTION 309.     Cancellation..................................................................30
SECTION 310.     Computation of Interest.......................................................30

                                            ARTICLE FOUR

                                     SATISFACTION AND DISCHARGE

SECTION 401.     Satisfaction and Discharge of Indenture.......................................30
SECTION 402.     Application of Trust Money....................................................31

                                            ARTICLE FIVE

                                             REMEDIES

SECTION 501.     Events of Default.............................................................32
SECTION 502.     Acceleration of Maturity; Rescission and Annulment............................33
SECTION 503.     Collection of Indebtedness and Suits for Enforcement by Trustee...............34
SECTION 504.     Trustee May File Proofs of Claim..............................................35
SECTION 505.     Trustee May Enforce Claims Without Possession of Securities...................36
SECTION 506.     Application of Money Collected................................................36
SECTION 507.     Limitation on Suits...........................................................36
SECTION 508.     Unconditional Right of Holders to Receive Principal, Premium and
                 Interest......................................................................37
SECTION 509.     Restoration of Rights and Remedies............................................37
SECTION 510.     Rights and Remedies Cumulative................................................37
SECTION 511.     Delay or Omission Not Waiver..................................................38
SECTION 512.     Control by Holders............................................................38
SECTION 513.     Waiver of Past Defaults.......................................................38
</Table>


                                      -iii-


<PAGE>


<Table>
<Caption>
                                                                                             PAGE
                                                                                             ----
<S>             <C>                                                                          <C>
SECTION 514.     Undertaking for Costs.........................................................38
SECTION 515.     Waiver of Usury, Stay or Extension Laws.......................................39

                                           ARTICLE SIX

                                           THE TRUSTEE

SECTION 601.     Certain Duties and Responsibilities...........................................39
SECTION 602.     Notice of Defaults............................................................39
SECTION 603.     Certain Rights of Trustee.....................................................40
SECTION 604.     Not Responsible for Recitals or Issuance of Securities........................41
SECTION 605.     May Hold Securities...........................................................41
SECTION 606.     Money Held in Trust...........................................................41
SECTION 607.     Compensation and Reimbursement................................................41
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............................................................47
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.........................................................49
</Table>


                                      -iv-


<PAGE>


<Table>
<Caption>
                                                                                             PAGE
                                                                                             ----
<S>             <C>                                                                          <C>
                                            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..........................................52
SECTION 904.     Effect of Supplemental Indentures.............................................52
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...............................................53
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.....................................................55
SECTION 1007.    Payment of Taxes and Other Claims.............................................56
SECTION 1008.    Maintenance of Insurance......................................................56
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

                                      [INTENTIONALLY OMITTED]
</Table>



                                      -v-


<PAGE>


<Table>
<Caption>
                                                                                             PAGE
                                                                                             ----
<S>             <C>                                                                          <C>
                                           ARTICLE THIRTEEN

                                        SUBSIDIARY GUARANTEES

SECTION 1301.    Applicability of Article......................................................60
SECTION 1302.    Subsidiary Guarantee..........................................................60
SECTION 1303.    Execution and Delivery of Subsidiary Guarantees...............................62
SECTION 1304.    Release of Subsidiary Guarantors..............................................62
SECTION 1305.    Additional Subsidiary Guarantors..............................................63

                                          ARTICLE FOURTEEN

                                      [INTENTIONALLY OMITTED]


                                          ARTICLE FIFTEEN

                                DEFEASANCE AND COVENANT DEFEASANCE

SECTION 1501.    Company's Option to Effect Defeasance or Covenant Defeasance..................63
SECTION 1502.    Defeasance and Discharge......................................................63
SECTION 1503.    Covenant Defeasance...........................................................64
SECTION 1504.    Conditions to Defeasance or Covenant Defeasance...............................64
SECTION 1505.    Deposited Money and U.S. Government Obligations to Be Held in Trust;
                 Miscellaneous Provisions......................................................66
SECTION 1506.    Reinstatement.................................................................67

                                          ARTICLE SIXTEEN

                                           SINKING FUNDS

SECTION 1601.    Applicability of Article......................................................67
SECTION 1602.    Satisfaction of Sinking Fund Payments with Securities.........................67
SECTION 1603.    Redemption of Securities for Sinking Fund.....................................68

                                         ARTICLE SEVENTEEN

                                      CONVERSION OF SECURITIES

SECTION 1701.    Applicability of Article......................................................68
SECTION 1702.    Exercise of Conversion Privilege..............................................68
SECTION 1703.    Fractional Interests..........................................................69
SECTION 1704.    Adjustment of Conversion Price................................................70
SECTION 1705.    Continuation of Conversion Privilege in Case of Merger, Consolidation
                 or Sale of Assets.............................................................74
SECTION 1706.    Notice of Certain Events......................................................75
SECTION 1707.    Taxes on Conversion...........................................................76
SECTION 1708.    Company to Provide Stock......................................................76
SECTION 1709.    Disclaimer of Responsibility for Certain Matters..............................77
SECTION 1710.    Return of Funds Deposited for Redemption of Converted Securities..............77
</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
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.


                                      -vii-


<PAGE>



         INDENTURE, dated as of ____________, 200__, 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, Suite 100, Houston, Texas, each of the Subsidiary Guarantors (as
hereinafter defined) and _______________________________, a
_____________________, 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;


<PAGE>



              (3) all accounting terms not otherwise defined herein have the
     meanings assigned to them in accordance with generally accepted accounting
     principles, and, 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" and "hereunder" and other words
     of similar import refer to this Indenture as a whole and not to any
     particular Article, Section or other subdivision.

         "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.

         "Common Stock" means the Common Stock, par value $.01 per share, of
the Company as the same exists at the date of execution and delivery of this
Indenture or other capital stock of the Company into which such Common Stock
is converted, reclassified or changed from time to time.

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

         "Conversion Agent" means any Person authorized by the Company to
convert any Securities on behalf of the Company.

         "Conversion Price" has the meaning specified in Section 1704.

         "Conversion Shares" has the meaning specified in Section 1704(k).

         "Corporate Trust Office" means the principal office of the Trustee in
the City of New York, New York at which at any particular time its corporate
trust business shall be administered.

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

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

         "Date of Conversion" has the meaning set forth in Section 1702.

         "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.

         "Distribution Date" has the meaning specified in Section 1704(k).

         "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.

         "Expiration Time" has the meaning specified in Section 1704(e).

         "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.

         "Insolvency or Liquidation Proceeding" has the meaning specified in
Section 607.


                                       -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 instalment 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.

         "Last Sale Price" has the meaning specified in Section 1703.

         "Maturity", when used with respect to any Security, means the date on
which the principal of such Security or an instalment 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).

         "Offer" has the meaning specified in Section 1704(e).

         "Officer's Certificate" means a certificate signed by the Chairman of
the Board, a Vice Chairman of the Board, the President or a Vice President, of
the Company or a Subsidiary Guarantor, as the case may be, and delivered to the
Trustee. The officer signing the Company's Officer's 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) 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

                                       -4-


<PAGE>



     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.

         "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.

                                       -5-


<PAGE>



         "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.

         "Significant Subsidiary" means, at any date of determination, any
Subsidiary that represents 10% or more of the Company's total consolidated
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 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.

         "Trading Day" has the meaning specified in Section 1703.

         "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.


                                       -6-


<PAGE>



         "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 Officer's 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;

              (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


                                       -7-


<PAGE>



              (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.

         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 may be embodied in and evidenced by one or more instruments of
substantially similar tenor signed by such Holders in person or by agent duly
appointed in writing; and, except as herein otherwise expressly provided, such
action shall become effective when such instrument or instruments are delivered
to the Trustee and, where it is hereby expressly required, to the Company. Such
instrument or instruments (and the action embodied therein and evidenced
thereby) are herein sometimes referred to as the "Act" of the Holders signing
such instrument or instruments. Proof of execution of any such instrument or of
a writing appointing any such agent shall be sufficient for any purpose of this
Indenture and (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

                                       -8-


<PAGE>



a signer acting in a capacity other than his individual capacity, such
certificate or affidavit shall also constitute sufficient proof of his
authority. The fact and date of the execution of any such instrument or writing,
or the authority of the Person executing the same, may also be proved in any
other manner which the Trustee deems sufficient.

         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 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

                                       -9-


<PAGE>



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 to or with the Trustee at its Corporate Trust
     Office, Attention: Corporate Finance Trust Services, or

              (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 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.



                                      -10-


<PAGE>


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.

         Any request, demand, authorization, direction, notice, consent or
waiver required or permitted under this Indenture shall be in the English
language, except that any published notice may be in an official language of the
country of publication.

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 provisions 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 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,

                                      -12-


<PAGE>



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 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].


                                      -13-


<PAGE>



         [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 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:
                                      --------------------------------------


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 ____________, 200__ (herein called the
"Indenture", which term shall have the meaning assigned to it in such
instrument), among the Company, the Subsidiary Guarantors named therein and
_______________________________, 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

                                      -14-


<PAGE>



Company, the Subsidiary Guarantors, the Trustee and the Holders of the
Securities and of the terms upon which the Securities are, and are to be,
authenticated and delivered. 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>
<Caption>
                                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.]

         [If the Security is subject to conversion, insert -- Subject to the
provisions of the Indenture, each Holder has the right to convert the principal
amount of this Security into fully paid and nonassessable shares of Common
Stock of the Company at the initial Conversion Price per share of Common Stock
of $_____ (or $_____ in principal amount of Securities for each such share of
Common Stock), or at the adjusted Conversion Price then in effect, if
adjustment has been made as provided in the Indenture, upon surrender of the
Security to the Conversion Agent, together with a fully executed notice in
substantially the form attached hereto and, if required by the Indenture, an
amount equal to accrued interest payable on this Security.]

         [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 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

                                      -16-


<PAGE>



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 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

                                      -17-


<PAGE>



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 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.

                                      -18-


<PAGE>



         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.

         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.

         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,

                                      -19-


<PAGE>



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 of a Supplemental Indenture to the Trustee 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 referred to in the Security upon which this Subsidiary Guarantee is
endorsed 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.

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

                                    [Insert Names of Subsidiary Guarantors]


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


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:


                                      -20-


<PAGE>

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.

                                                                               ,
                                                -------------------------------
                                                                    As Trustee


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

SECTION 207.  Form of Conversion Notice.

         Each convertible Security shall have attached thereto, or set forth on
the reverse of the Security, a notice of conversion in substantially the
following form:

                                Conversion Notice

                          To: Group 1 Automotive, Inc.

              The undersigned owner of this Security hereby: (i) irrevocably
     exercises the option to convert this Security, or the portion hereof below
     designated, for shares of Common Stock of Group 1 Automotive, Inc. in
     accordance with the terms of the Indenture referred to in this Security and
     (ii) directs that such shares of Common Stock deliverable upon the
     conversion, together with any check in payment for fractional shares and
     any Security(ies) representing any unconverted principal amount hereof, be
     issued and delivered to the registered holder hereof unless a different
     name has been indicated below. If shares are to be delivered registered in
     the name of a person other than the undersigned, the undersigned will pay
     all transfer taxes payable with respect thereto. Any amount required to be
     paid by the undersigned on account of interest accompanies this Security.

              Dated _________________

                                             -----------------------------------
                                                 Signature

              Fill in for registration of shares if to be delivered, and of
     Securities if to be issued, otherwise than to and in the name of the
     registered holder.


                                             -----------------------------------
                                                 Social Security of other
                                                 Taxpayer Identification Number


---------------------------------
    (Name)

---------------------------------
    (Street Address)

---------------------------------
    (City, State and Zip Code)
 (Please print name and address)
                                    Principal amount to be converted:
                                    (if less than all)
                                    $
                                     --------------------------
Signature Guarantee*

------------------------
*Participant in a recognized Signature Guarantee Medallion Program (or other
signature acceptable to the Trustee).


                                  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 Officer's 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 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

                                      -21-


<PAGE>



     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);

              (4) 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;

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

              (6) 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;

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

              (8) 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;

              (9) 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;

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

              (11) 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;

              (12) 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;

              (13) 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

                                      -22-


<PAGE>



     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);

              (14) 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;

              (15) 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);

              (16) 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;

              (17) 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;

              (18) 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;

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

              (20) whether the Securities of the series will be convertible
     into Common Stock (or cash in lieu thereof) and, if so, the terms and
     conditions upon which such conversion shall be effected including the
     initial Conversion Price and any adjustments thereto in addition to or
     different from those set forth in Section 1704, the conversion period and
     other provisions in addition to or in lieu of those set forth herein; and

              (21) 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 Officer's 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

                                      -23-


<PAGE>



Assistant Secretary of the Company and delivered to the Trustee at or prior to
the delivery of the Officer's 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.


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, its Vice Chairman of the Board, its President or one of
its Vice Presidents, under its corporate seal reproduced thereon. 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


                                      -24-


<PAGE>



              (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, 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 Officer's 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

                                      -25-


<PAGE>



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 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.


                                      -26-


<PAGE>



         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 or 1107 not involving any transfer.

         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 or a successor Depositary 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,
     (B) there shall have occurred and be continuing an Event of Default with
     respect to such Global Security and the Security Registrar shall have
     received a written request from such Depositary to issue certificated
     Securities 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.



                                      -27-


<PAGE>



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 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 or is to be converted, the Company
in its discretion may, instead of issuing a new Security, pay or authorize the
conversion of such Security (without surrender thereof save in the case of a
mutilated 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,
payment or conversion 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

                                      -28-


<PAGE>



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:

              (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

                                      -29-


<PAGE>



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.


SECTION 309.      Cancellation.

         All Securities surrendered for payment, redemption, purchase,
conversion, 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 registration of transfer or exchange of
Securities herein expressly provided for), 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 theretofore authenticated and delivered
         (other than (i) Securities which have been destroyed, lost or stolen
         and which have been replaced, converted or paid as provided in Section
         306 and (ii) Securities 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


                                      -30-


<PAGE>



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

                      (i) have become due and payable, or

                      (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 Officer's
     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.


                                      -31-
<PAGE>


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

              (1) 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) default in the performance, or breach, of the provisions of
     Article Eight;

              (6) [intentionally omitted];

              (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 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

                                      -32-


<PAGE>



     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 shall occur and be 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, or if the principal amount thereof is not then determinable, such
portion of the principal amount of such Securities, or such other amount in lieu
of such principal amount, 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

                                      -33-


<PAGE>



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
shall occur, the principal amount of all the Securities of that series (or, if
any Securities of that series are Original Issue Discount Securities, or if the
principal amount thereof is not then determinable, such portion of the principal
amount of such Securities, or such other amount in lieu of such principal
amount, 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 (or other specified
     amount) 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


                                      -34-


<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 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 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.


                                      -35-
<PAGE>



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 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 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: 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
     security or 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 security or indemnity has failed to institute any such
     proceeding; and


                                      -36-
<PAGE>


              (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 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), or, if applicable, to convert such Securities as
provided in Article Seventeen, and to institute suit for the enforcement of any
such payment or for the enforcement of any such right to convert, 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.


                                      -37-
<PAGE>



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 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

                                      -38-
<PAGE>


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 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, 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.


                                      -39-
<PAGE>



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 Officer's Certificate;

              (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.


                                      -40-
<PAGE>


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 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 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 expenses, disbursements and advances
     incurred or made by the Trustee in accordance with any provision of this
     Indenture (including the compensation and the expenses and disbursements of
     its agents and counsel), except any such expense, disbursement or advance
     as may be attributable to its gross negligence or bad faith; and

              (3) to indemnify the Trustee for, and to hold it harmless against,
     any loss, liability or expense incurred without gross 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.
     When the Trustee incurs expenses or

                                      -41-


<PAGE>



     renders services after the occurrence of an Event of Default specified in
     paragraph (7) or (8) of Section 501 of this Indenture, such expenses and
     the compensation for such services are intended to constitute expenses of
     administration under any Insolvency or Liquidation Proceeding. For the
     purposes of this paragraph, "Insolvency or Liquidation Proceeding" means,
     with respect to any Person, (a) an insolvency or bankruptcy case or
     proceeding, or any receivership, liquidation, reorganization or similar
     case or proceeding in connection therewith, relative to such Person or its
     creditors, as such, or its assets, or (b) any liquidation, dissolution or
     other winding-up proceeding of such Person, whether voluntary or
     involuntary and whether or not involving insolvency or bankruptcy or (c)
     any assignment for the benefit of creditors or any other marshaling of
     assets and liabilities of such Person.


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.

         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.

                                      -42-


<PAGE>



         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 accord
ance with the applicable requirements of Section 611, become the successor
Trustee with respect to the Securities of such series and to that extent
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

                                      -43-


<PAGE>



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 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.


                                      -44-
<PAGE>


         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 Person into which the Trustee may be merged or converted or with
which it may be consolidated, or any Person resulting from any merger,
conversion or consolidation to which the Trustee shall be a party, or any Person
succeeding to all or substantially all the corporate trust business of the
Trustee, shall be the successor of the Trustee hereunder, provided such Person
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. As soon as practicable, the successor Trustee shall mail a
notice of its succession to the Company and the Holders of the Securities then
Outstanding. 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, conversion 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 Person organized and doing business under the laws of the United States of
America, any State thereof or the District of Columbia, authorized under 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

                                      -45-


<PAGE>



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 Person into which an Authenticating Agent may be merged or
converted or with which it may be consolidated, or any Person resulting from any
merger, conversion or consolidation to which such Authenticating Agent shall be
a party, or any Person succeeding to the corporate agency or corporate trust
business of an Authenticating Agent, shall continue to be an Authenticating
Agent, provided such Person 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:

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

                                                                               ,
                                                -------------------------------
                                                                      As Trustee


                                                    By                         ,
                                                      -------------------------
                                                         As Authenticating Agent


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


                                      -46-


<PAGE>



                                  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

              (1) semi-annually, not later than March 1 and September 1 in each
     year, a list, in such form as the Trustee may reasonably require, of the
     names and addresses of the Holders of Securities of each series as of the
     preceding February 15 or August 15, as the case may be, 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.

         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.


                                      -47-


<PAGE>



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

                                      -48-


<PAGE>



              (4) the Company has delivered to the Trustee an Officer's
     Certificate and an Opinion of Counsel, each stating that such
     consolidation, merger or 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 a Wholly Owned Subsidiary
Guarantor) or permit any Person (other than a Wholly Owned Subsidiary Guarantor)
to consolidate or merge with or into such Subsidiary Guarantor or 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 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 Officer's
     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

                                      -49-

<PAGE>



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 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


                                      -50-


<PAGE>



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

              (10) to add new Subsidiary Guarantors; or

              (11) to provide for adjustment of conversion rights pursuant to
     Section 1705 hereof.


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 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 (a)
     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 (b) any
     conversion right with respect to any Security, or modify the provisions of
     this Indenture with respect to the conversion of the Securities in a manner
     adverse to the Holders, or release any Subsidiary Guarantee other than as
     provided in this Indenture; 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

                                      -51-


<PAGE>



     this Indenture or certain defaults hereunder and their consequences)
     provided for in this Indenture; or

              (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.

         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
Officer's Certificate and 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.


                                      -52-
<PAGE>


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. Principal, premium, if any, and interest
shall be considered paid on the date due if the Paying Agent, if other than the
Company or a Subsidiary thereof, holds as of 11:00 a.m. New York time on the due
date money deposited by the Company in immediately available funds and
designated for and sufficient to pay all principal, premium, if any, and
interest then due.


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 or, if applicable, for conversion 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 Securi ties 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.

                                      -53-


<PAGE>



         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 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.

         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

                                      -54-
<PAGE>



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 Officer's Certificate, stating whether or not to the
best knowledge of the signers thereof the Company or such 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 Officer's
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 the Board of Directors shall determine that the preservation thereof is no
longer 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 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

                                      -55-
<PAGE>



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 Subsid iary, 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 covenant provided pursuant to Section 301(21),
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 60
days prior to the Redemption Date fixed by the Company (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 Officer's 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 not more than 60 days
prior to the Redemption Date by the Trustee, from the Outstanding Securities of
such series not previously called for redemption, 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 not more than 60 days prior to the Redemption Date 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.


                                      -57-
<PAGE>



         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 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. If any Security selected for partial redemption is surrendered for
conversion after such selection, the converted portion of such Security shall be
deemed (so far as may be) to be the portion selected for redemption. Upon any
redemption of less than all the Securities of a series, for purposes of
selection for redemption the Company and the Trustee may treat as Outstanding
Securities surrendered for conversion during the period of 15 days next
preceding the mailing of a notice of redemption, and need not treat as
Outstanding any Security authenticated and delivered during such period in
exchange for the unconverted portion of any Security converted in part during
such period.


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.

         All notices of redemption shall state:

              (1) the Redemption Date,

              (2) the Redemption Price,

              (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,

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


                                      -58-


<PAGE>



              (7) if applicable, the Conversion Price then in effect and the
     date on which the right to convert the Securities or portions thereof to be
     redeemed will expire.

         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.


SECTION 1105.     Deposit of Redemption Price.

         On or prior to any Redemption Date, the Company shall deposit with the
Trustee or with a Paying Agent (or, if the Company 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. If any Security called for redemption is
converted pursuant hereto, any money deposited with the Trustee or any Paying
Agent or so segregated and held in trust for the redemption of such Security
shall be paid to the Company upon delivery of a Company Request to the Trustee
or such Paying Agent, or, if then held by the Company, shall be discharged from
such trust.


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

                                      -59-


<PAGE>



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

                             [INTENTIONALLY OMITTED]


                                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 Guarantee.

         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

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<PAGE>



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 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.

         Each Subsidiary Guarantor shall be subrogated to all rights of the
Holders of the Securities upon which its 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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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 of such Subsidiary Guarantor's Chairman of the
Board, Vice Chairman of the Board, Chief Executive Officer, President or one of
its Vice Presidents. The signature of any 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 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) the Securities are defeased
and discharged pursuant to Section 1502 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 issuance, 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 Officer's 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 or the Person acquiring such assets (in the event of a sale or other
disposition of all or substantially all of the assets of such Subsidiary
Guarantor) shall be released and discharged of its obligations under its
Subsidiary Guarantee and under this Article Thirteen without any action on the

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<PAGE>



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 a 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 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

                             [INTENTIONALLY OMITTED]


                                 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, and each
Subsidiary Guarantor shall be deemed to have been

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<PAGE>



discharged from its obligations with respect to its Subsidiary Guarantees of
such Securities, as provided in this Section on and after the date the
conditions set forth in Section 1504 are satisfied (hereinafter 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 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, or to convert
such Securities in accordance with the provisions of Article Seventeen, (2) the
Company's and each Subsidiary Guarantor's obligations with respect to such
Securities under Sections 304, 305, 306, 1002 and 1003 and, if applicable,
Article Seventeen, (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(21), 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(21), 901(2) or 901(7)),
and 501(10) shall be deemed not to be or result in an Event of Default, 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 (hereinafter 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)), 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

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<PAGE>



     (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,
     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.


                                      -65-


<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 is a party or by which it is bound.

              (8) [Intentionally omitted]

              (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.

              (10) The Company shall have delivered to the Trustee an Officer's
     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 funds except to the extent required by law.

         The Company shall pay and indemnify the Trustee against any tax, fee or
other charge imposed on or assessed against the U.S. Government Obligations
deposited pursuant to Section 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

                                      -66-


<PAGE>



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.
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 (x) converted pursuant to Article
Seventeen or (y) redeemed either at the election of the Company pursuant to the
terms of such Securities or through the application of permitted optional
sinking fund

                                      -67-


<PAGE>



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 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 Officer's 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.

                               ARTICLE SEVENTEEN

                            Conversion of Securities

SECTION 1701. Applicability of Article.

         The provisions of this Article shall be applicable to the Securities of
any series which are convertible into Common Stock or, if so provided in a Board
Resolution, Officer's Certificate or executed supplemental indenture referred to
in Sections 201 and 301 by or pursuant to which the form and terms of the
Securities of such series were established, cash in lieu thereof, as and to the
extent provided by the terms of the Securities of such series.

SECTION 1702. Exercise of Conversion Privilege.

         In order to exercise the conversion privilege, the Holder of any
Security to be converted shall surrender such Security to the Conversion Agent
at any time during usual business hours at its office or agency maintained for
the purpose as provided in this Indenture, accompanied by a fully executed
written notice, in substantially the form set forth on the reverse of or
attached to the Security, that the Holder elects to convert such Security or a
stated portion thereof constituting a multiple of $1,000 in principal amount,
and, if such Security is surrendered for conversion during the period between
the close of business on any record date for such Security and the opening of
business on the related Interest Payment Date and has not been called for
redemption on a Redemption Date within such period, accompanied also by payment
to the Company of an amount equal to the interest payable on such Interest
Payment Date on the portion of the principal amount of the Security being
surrendered for conversion, notwithstanding such conversion. The Holder of any
Security at the close of business of a record date for such Security shall be
entitled to receive the interest payable on such Security on the corresponding
Interest Payment Date notwithstanding the conversion thereof after such record
date. The interest payment with respect to a Security called for redemption on a
date during the period from the close of business on or after any record date
for such Security to the close of business on the Business Day following the
corresponding Interest Payment Date shall be payable on the corresponding
Interest Payment Date to the Holder at the close of business of that record date
(notwithstanding the conversion of such Security before the corresponding
Interest Payment Date), and a Holder who elects to convert need not include
funds equal to the interest paid. Such notice shall also state the name or names
(and address) in which the certificate or certificates for shares of Common
Stock shall be issued (or to whom payment in cash in lieu of Common Stock shall
be made). Securities surrendered for conversion shall (if so required by the
Company or the Conversion Agent) be duly endorsed by, or be accompanied by a
written instrument or instruments of transfer in form satisfactory to the
Company and the Conversion Agent duly executed by, the Holder or his attorney


                                      -68-
<PAGE>
duly authorized in writing. As promptly as practicable after the receipt of such
notice and the surrender of such Security as aforesaid, the Company shall,
subject to the provisions of Section 1707, issue and deliver at such office or
agency to such Holder, or on his written order, a certificate or certificates
for the number of full shares of Common Stock issuable on conversion of such
Security in accordance with the provisions of such Security and cash, as
provided in Section 1703, in respect of any fraction of a share of Common Stock
otherwise issuable upon such conversion or, if so provided in a Board
Resolution, Officer's Certificate or executed supplemental indenture referred to
in Sections 201 and 301 by or pursuant to which the form and terms of the
Securities of such series were established, cash in lieu of shares of Common
Stock. Such conversion shall be at the Conversion Price in effect, and shall be
deemed to have been effected, immediately prior to the close of business on the
date (herein called the "Date of Conversion") on which such notice in proper
form shall have been received by the Conversion Agent and such Security shall
have been surrendered as aforesaid, and the Person or Persons in whose name or
names any certificate or certificates for shares of Common Stock shall be
issuable, if any, upon such conversion shall be deemed to have become on the
Date of Conversion the holder or holders of record of the shares represented
thereby; provided, however, that any such surrender on any date when the stock
transfer books of the Company shall be closed shall constitute the Person or
Persons in whose name or names the certificate or certificates for such shares
are to be issued, if any, as the record holder or holders thereof for all
purposes at the opening of business on the next succeeding day on which such
stock transfer books are open but such conversion shall nevertheless be at the
Conversion Price in effect at the close of business on the date when such
Security shall have been so surrendered with the conversion notice in proper
form. In the case of conversion of a portion, but less than all, of a Security,
the Company shall execute, and the Trustee shall authenticate and deliver to the
Holder thereof, at the expense of the Company, a Security or Securities in the
aggregate principal amount of the unconverted portion of the Security
surrendered. Except as otherwise expressly provided in this Indenture, no
payment or adjustment shall be made for interest accrued on any Security (or
portion thereof) converted or for dividends or distributions on any Common Stock
issued upon conversion of any Security. The right, if any, of a Holder of any
Security to cause the Company to redeem, purchase or repay such Security shall
terminate upon receipt by the Company of any notice of conversion of such
Security.

SECTION 1703. Fractional Interests.

         No fractions of shares or scrip representing fractions of shares shall
be issued upon conversion of Securities. If more than one Security shall be
surrendered for conversion at one time by the same Holder, the number of full
shares which shall be issuable upon conversion thereof shall be computed on the
basis of the aggregate principal amount of the Securities so surrendered. If any
fraction of a share of Common Stock would, except for the provisions of this
Section 1703, be issuable on the conversion of any Security or Securities, the
Company shall make payment in lieu thereof in cash equal to the value of such
fraction computed on the basis of the Last Sale Price of one share of Common
Stock on the most recent Trading Day prior to the Date of Conversion. "Last Sale
Price" on any Trading Day shall mean (i) the closing price regular way (or, if
no closing price is reported the average of the bid and asked prices) as
reported on the New York Stock Exchange Composite Tape, or (ii) if on such
Trading Day the Common Stock is not listed or admitted to trading on such
exchange, the closing price regular way (or, if no closing price is reported the
average of the bid and asked prices) on the principal national securities
exchange on which the Common Stock is listed or admitted to trading, or (iii) if
not listed or admitted to trading on any national securities exchange on such
Trading Day, then the average of the closing bid and asked prices as reported
through the National Association of Securities Dealers, Inc. on its NASDAQ
National Market or other NASDAQ


                                      -69-
<PAGE>
market or through a similar organization if NASDAQ is no longer reporting
information, or (iv) if the Common Stock is not listed or admitted to trading on
any national securities exchange or quoted on such National Market or other
NASDAQ market on such Trading Day, then the average of the closing bid and asked
prices in the over-the-counter market as furnished by any New York Stock
Exchange member firm selected from time to time by the Company for that purpose
or (v) if not quoted by any such organization on such Trading Day, the fair
value of such Common Stock on such Trading Day, as determined in good faith by
the Board of Directors. The term "Trading Day" shall mean each Monday, Tuesday,
Wednesday, Thursday and Friday, other than any day on which securities are not
traded on any of the above mentioned exchanges or in such markets.

SECTION 1704. Adjustment of Conversion Price.

         The conversion price or rate (herein called the "Conversion Price") for
a series of Securities shall be as set forth in a Board Resolution, Officers'
Certificate or executed supplemental indenture referred to in Sections 201 and
301 by or pursuant to which the form and terms of the Securities of such series
were established, and, except as otherwise provided therein, shall be subject to
adjustment from time to time as follows:

         (a) In case the Company shall (1) make or pay a dividend (or other
distribution) in shares of Common Stock on any class of Capital Stock of the
Company, (2) subdivide its outstanding shares of Common Stock into a greater
number of shares, (3) combine its outstanding shares of Common Stock into a
smaller number of shares or (4) issue by reclassification of its Common Stock
any shares of capital stock of the Company, the Conversion Price in effect
immediately prior to such action shall be adjusted so that the Holder of any
Security thereafter surrendered for conversion shall be entitled to receive the
number of shares of Common Stock or other capital stock of the Company which he
would have owned immediately following such action had such Security been
converted immediately prior thereto. An adjustment made pursuant to this
subsection (a) shall become effective immediately, except as provided in
subsection (h) below, after the record date in the case of a dividend or
distribution and shall become effective immediately after the effective date in
the case of a subdivision, combination or reclassification. If as a result of an
adjustment made pursuant to this subsection (a), the Holder of any Security
thereafter surrendered for conversion shall become entitled to receive shares of
two or more classes of Capital Stock (including shares of Common Stock) of the
Company, the Board of Directors (whose determination shall, if made in good
faith, be conclusive and shall be described in a statement filed with the
Trustee) shall determine the allocation of the adjusted Conversion Price between
or among shares of such classes of Capital Stock.

         (b) In case the Company shall issue rights, options or warrants to all
holders of Common Stock entitling them to subscribe for or purchase shares of
Common Stock at a price per share less than the current market price per share
(as determined pursuant to subsection (f) below) of the Common Stock on the
record date mentioned below, the Conversion Price shall be adjusted to a price,
computed to the nearest cent, so that the same shall equal the price determined
by multiplying:

              (1) the Conversion Price in effect immediately prior to the date
         of issuance of such rights, options or warrants by a fraction, of which

              (2) the numerator shall be (A) the number of shares of Common
         Stock outstanding on the date of issuance of such rights, options or
         warrants, immediately prior to such issuance, plus (B) the number of
         shares which the aggregate offering price of the total number of shares


                                      -70-
<PAGE>
         so offered for subscription or purchase would purchase at such current
         market price (determined by multiplying such total number of shares by
         the exercise price of such rights, options or warrants and dividing the
         product so obtained by such current market price), and of which

              (3) the denominator shall be (A) the number of shares of Common
         Stock outstanding on the date of issuance of such rights, options or
         warrants, immediately prior to such issuance, plus (B) the number of
         additional shares of Common Stock which are so offered for subscription
         or purchase.

Such adjustment shall become effective immediately, except as provided in
subsection (h) below, after the record date for the determination of holders
entitled to receive such rights or warrants; provided, however, that if any such
rights, options or warrants issued by the Company as described in this
subsection (b) are only exercisable upon the occurrence of certain triggering
events relating to control and provided for in shareholders' rights plans, then
the Conversion Price shall not be adjusted as provided in this subsection (b)
until such triggering events shall occur .

         (c) In case the Company or any of its Subsidiaries shall distribute to
all holders of Common Stock evidences of indebtedness, shares of Capital Stock
other than Common Stock, cash or other assets (including securities, but other
than (x) regular dividends or distributions paid exclusively in cash or (y) any
dividend or distribution for which an adjustment is required to be made in
accordance with subsection (a) or (b) above), subsection (a) or (b) above), then
in each such case the Conversion Price shall be adjusted so that the same shall
equal the price determined by multiplying the Conversion Price in effect
immediately prior to the date of such distribution by a fraction of which the
numerator shall be the current market price per share (determined as provided in
subsection (f) below) of the Common Stock on the record date mentioned below
less the then fair market value (as determined by the Board of Directors, whose
determination shall, if made in good faith, be conclusive evidence of such fair
market value) of the portion of the assets so distributed applicable to one
share of Common Stock, and of which the denominator shall be such current market
price per share of the Common Stock. Such adjustment shall become effective
immediately, except as provided in subsection (h) below, after the record date
for the determination of stockholders entitled to receive such distribution.
Notwithstanding the foregoing, in the event that the fair market value of the
assets, evidences of indebtedness or other securities so distributed applicable
to one share of Common Stock equals or exceeds such current market price per
share of Common Stock, or such current market price exceeds such fair market
value by less than $0.10 per share, the Conversion Price shall not be adjusted
pursuant to this subsection (c) and, to the extent applicable, the provisions of
subsection (k) shall apply to such distribution.

         (d) In case the Company or any Subsidiary of the Company shall make any
distribution consisting exclusively of cash (excluding any cash portion of
distributions for which an adjustment is required to be made in accordance with
(c) above, or cash distributed upon a merger or consolidation to which Section
1705 applies) to all holders of Common Stock in an aggregate amount that,
combined together with (i) all other such all-cash distributions made within the
then preceding 12 months in respect of which no adjustment has been made and
(ii) any cash and the fair market value of other consideration paid or payable
in respect of any tender offer by the Company or any of its Subsidiaries for
Common Stock concluded within the preceding 12 months in respect of which no
adjustment has been made, exceeds 15% of the Company's market capitalization
(defined as being the product of the then current market price of the Common
Stock (determined as provided in


                                      -71-
<PAGE>
subsection (f) below) times the number of shares of Common Stock then
outstanding) on the record date of such distribution, then in each such case the
Conversion Price shall be adjusted so that the same shall equal the price
determined by multiplying the Conversion Price in effect immediately prior to
the date of such distribution by a fraction of which the numerator shall be the
then current market price per share of the Common Stock on such record date less
the amount of the cash so distributed applicable to one share of Common Stock,
and of which the denominator shall be such current market price per share of the
Common Stock. Such adjustment shall become effective immediately, except as
provided in subsection (h) below, after the record date for the determination of
stockholders entitled to receive such distribution. Notwithstanding the
foregoing, in the event that the cash so distributed applicable to one share of
Common Stock equals or exceeds such current market price per share of Common
Stock, or such current market price exceeds such amount of cash by less that
$0.10 per share, the Conversion Price shall not be adjusted pursuant to this
subsection (d), and, to the extent applicable, the provisions of subsection (k)
shall apply to such distribution.

         (e) In case there shall be completed a tender or exchange offer made by
the Company or any Subsidiary of the Company for all or any portion of the
Common Stock (any such tender or exchange offer being referred to as an "Offer")
that involves an aggregate consideration having a fair market value as of the
expiration of such Offer (the "Expiration Time") that, together with (i) any
cash and the fair market value of any other consideration payable in respect of
any other Offer, as of the expiration of such other Offer, expiring within the
12 months preceding the expiration of such Offer and in respect for which no
Conversion Price adjustment pursuant to this subsection (e) has been made and
(ii) the aggregate amount of any all-cash distributions referred to in
subsection (d) of this Section 1704 to all holders of Common Stock within the 12
months preceding the expiration of such Offer for which no Conversion Price
adjustment pursuant to such subsection (d) has been made, exceeds 15% of the
product of the then current market price per share (determined as provided in
subsection (f) below) of the Common Stock on the Expiration Time times the
number of shares of Common Stock outstanding (including any tendered shares) on
the Expiration Time, the Conversion Price shall be reduced by multiplying such
Conversion Price in effect immediately prior to the Expiration Time by a
fraction of which the numerator shall be (i) the product of the then current
market price per share (determined as provided in subsection (f) below) of the
Common Stock on the Expiration Time times the number of shares of Common Stock
outstanding (including any tendered shares) on the Expiration Time minus (ii)
the fair market value of the aggregate consideration payable to stockholders
based on the acceptance (up to any maximum specified in the terms of the Offer)
of all shares validly tendered and not withdrawn as of the Expiration Time (the
shares deemed so accepted being referred to as the "Purchased Shares") and the
denominator shall be the product of (i) such current market price per share on
the Expiration Time times (ii) such number of outstanding shares on the
Expiration Time less the number of Purchased Shares, such reduction to become
effective immediately prior to the opening of business on the day following the
Expiration Time.

         For purposes of this subsection (e), the fair market value of any
consideration with respect to an Offer shall be reasonably determined in good
faith by the Board of Directors of the Company and described in a Board
Resolution.

         (f) For the purpose of any computation under subsections (b), (c), (d)
and (e) above, the current market price per share of Common Stock on any date
shall be deemed to be the average of the Last Sale Prices of a share of Common
Stock for the five consecutive Trading Days selected by the Company commencing
not more than 20 Trading Days before, and ending not later than, the earlier of
the date in question and the date before the "ex date," with respect to the
issuance, distribution or


                                      -72-
<PAGE>
Offer requiring such computation. For purposes of this paragraph, the term "ex
date," when used with respect to any issuance, distribution or payments with
respect to an Offer, means the first date on which the Common Stock trades
regular way on the New York Stock Exchange (or if not listed or admitted to
trading thereon, then on the principal national securities exchange on which the
Common Stock is listed or admitted to trading) without the right to receive such
issuance, distribution or Offer.

         (g) In addition the foregoing adjustments in subsections (a), (b), (c),
(d) and (e) above, the Company will be permitted to make such reductions in the
Conversion Price as it considers to be advisable in order that any event treated
for Federal income tax purposes as a dividend of stock or stock rights will not
be taxable to the holders of the shares of Common Stock.

     In the event the Company elects to make such a reduction in the Conversion
Price, the Company shall comply with the requirements of Rule 14e-1 of the
Exchange Act and any other Federal and state laws and regulations thereunder if
and to the extent that such laws and regulations are applicable in connection
with the reduction of the Conversion Price; provided, however, that any
provisions of this Indenture which conflict with such laws shall be deemed to be
superseded by the provisions of such laws.

         (h) In any case in which this Section 1704 shall require that an
adjustment (including by reason of the second sentence of subsection (a) or (c)
above) be made immediately following a record date, the Company may elect to
defer the effectiveness of such adjustment (but in no event until a date later
than the effective time of the event giving rise to such adjustment), in which
case the Company shall, with respect to any Security converted after such record
date and before such adjustment shall have become effective, (i) defer paying
any cash payment pursuant to Section 1703 or issuing to the Holder of such
Security the number of shares of Common Stock and other Capital Stock of the
Company (or other assets or securities) issuable upon such conversion in excess
of the number of shares of Common Stock and other Capital Stock of the Company
issuable thereupon only on the basis of the Conversion Price prior to adjustment
and (ii), not later than five Business Days after such adjustment shall have
become effective, pay to such Holder the appropriate cash payment pursuant to
Section 1703 and issue to such Holder the additional shares of Common Stock and
other Capital Stock of the Company (or other assets or securities) issuable on
such conversion.

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

         (j) Whenever the Conversion Price is adjusted as herein provided, the
Company shall promptly (i) file with the Trustee and each Conversion Agent an
Officer's Certificate setting forth the Conversion Price after such adjustment
and setting forth a brief statement of the facts requiring such adjustment,
which certificate shall be conclusive evidence of the correctness of such
adjustment, and (ii) give or cause to be given a notice of such adjustment to
each Holder of Securities in the manner provided in Section 106.

         (k) In the event that the Company distributes rights (including rights
to distributions referred to by paragraphs (c) and (d) of this Section 1704 to
the extent this paragraph (k) applies thereto) or warrants (other than those
referred to in subsection (b) above) pro rata to holders of Common Stock,


                                      -73-
<PAGE>
so long as any such rights or warrants have not expired or been redeemed by the
Company, the Company shall make proper provision so that the Holder of any
Security surrendered for conversion will be entitled to receive upon such
conversion, in addition to the shares of Common Stock issuable upon such
conversion (the "Conversion Shares"), a number of rights or warrants to be
determined as follows: (i) if such conversion occurs on or prior to the date for
the distribution to the holders of rights or warrants of separate certificates
evidencing such rights or warrants (the "Distribution Date"), the same number of
rights or warrants to which a holder of a number of shares of Common Stock equal
to the number of Conversion Shares is entitled at the time of such conversion in
accordance with the terms and provisions of and applicable to the rights or
warrants, and (ii) if such conversion occurs after such Distribution Date, the
same number of rights or warrants to which a holder of the number of shares of
Common Stock into which the principal amount of such Security so converted was
convertible immediately prior to such Distribution Date would have been entitled
on such Distribution Date in accordance with the terms and provisions of and
applicable to the rights or warrants.

SECTION 1705. Continuation of Conversion Privilege in Case of Merger,
Consolidation or Sale of Assets.

         If any of the following shall occur, namely: (a) any reclassification
or change of outstanding Conversion Shares (other than a change in par value, or
from par value to no par value, or from no par value to par value, or as a
result of a subdivision or combination), (b) any consolidation or merger of the
Company with or into any other Person, or the merger of any other Person with or
into the Company (other than a merger which does not result in any
reclassification, change, conversion, exchange or cancellation of outstanding
shares of Common Stock) or (c) any transfer, conveyance, sale, lease or other
disposition of all or substantially all of the assets of the Company, then the
Company, or such successor or purchasing Person, as the case may be, shall, as a
condition precedent to such reclassification, change, consolidation, merger or
disposition, execute and deliver to the Trustee a supplemental indenture
providing that the Holder of each Security then outstanding shall have the right
to convert such Security only into the kind and amount of shares of stock and
other securities and property (including cash) receivable upon such
reclassification, change, consolidation, merger or disposition by a holder of
the number of shares of Common Stock issuable upon conversion of such Security
immediately prior to such reclassification, change, consolidation, merger or
disposition assuming such holder of Common Stock of the Company failed to
exercise his rights of an election, if any, as to the kind or amount of
securities, cash and other property receivable upon such reclassification,
change, consolidation, merger or disposition (provided that if the kind or
amount of securities, cash and other property receivable upon such
reclassification, change, consolidation, merger or disposition is not the same
for each share of Common Stock of the Company held immediately prior to such
reclassification, change, consolidation, merger or disposition in respect of
which such rights of election shall not have been exercised ("non-electing
share"), then for the purpose of this Section 1705 the kind and amount of
securities, cash and other property receivable upon such reclassification,
change, consolidation, merger or disposition by each non-electing share shall be
deemed to be the kind and amount so receivable per share by a plurality of the
non-electing shares). Such supplemental indenture shall provide for adjustments
which shall be as nearly equivalent as may be practicable to the adjustments
provided for in this Article Seventeen. If, in the case of any such
consolidation, merger or disposition, the stock or other securities and property
(including cash) receivable thereupon or in connection therewith by a holder of
shares of Common Stock includes shares of stock or other securities and property
(including cash) of a Person other than the successor or purchasing Person, as
the case may be, in such consolidation, merger or disposition, then such
supplemental indenture shall also be executed by such other Person and shall
contain such additional


                                      -74-
<PAGE>
provisions to protect the interests of the Holders of the Securities as the
Board of Directors shall reasonably consider necessary by reason of the
foregoing. The provisions of this Section 1705 shall similarly apply to
successive consolidations, mergers or dispositions.

     Notice of the execution of each such supplemental indenture shall be given
to each Holder of Securities in the manner provided in Section 106.

     Neither the Trustee nor any Conversion Agent shall be under any
responsibility to determine the correctness of any provisions contained in any
such supplemental indenture relating either to the kind or amount of shares of
stock or other securities or property (including cash) receivable by Holders of
Securities upon the conversion of their Securities after any such
reclassification, change, consolidation, merger or disposition or to any
adjustment to be made with respect thereto, but, subject to the provisions of
Sections 601 and 603, may accept as conclusive evidence of the correctness of
any such provision, and shall be protected in relying upon, the Officer's
Certificate (which the Company shall be obligated to file with the Trustee prior
the execution of any such supplemental indenture) with respect thereto.

SECTION 1706. Notice of Certain Events.

     If:

         (a)  the Company shall declare a dividend (or any other distribution)
     payable to the holders of Common Stock otherwise than in cash; or

         (b) the Company shall authorize the granting to all holders of Common
     Stock of rights, options or warrants to subscribe for or purchase any
     shares of stock of any class or of any other rights; or

         (c) the Company shall authorize any reclassification or change of the
     Common Stock (other than a subdivision or combination of its outstanding
     shares of Common Stock), or any consolidation or merger to which the
     Company is a party and for which approval of any stockholders of the
     Company is required under the laws of the state of incorporation of the
     Company, or the transfer, conveyance, sale, lease or other disposition of
     all or substantially all of the assets of the Company; or

         (d) there shall be authorized or ordered any voluntary or involuntary
     dissolution, liquidation or winding-up of the Company; or

         (e) the Company or any of its Subsidiaries shall complete an Offer;

then, the Company shall cause to be filed at the office or agency maintained for
the purpose of conversion of the Securities as provided in Section 1002, and
shall cause to be given to each Holder of Securities, in the manner provided in
Section 106, at least 20 days before the date hereinafter specified (or the
earlier of the dates hereinafter specified, in the event that more than one date
is specified), a notice stating the date on which (1) a record is expected to be
taken for the purpose of such dividend, distribution, rights, warrants, options
or Offer, or if a record is not to be taken, the date as of which the holders of
Common Stock of record to be entitled to such dividend, distribution, rights,
warrants or options or to participate in such Offer are to be determined, or (2)
such


                                      -75-
<PAGE>
reclassification, change, consolidation, merger, disposition, dissolution,
liquidation or winding-up is expected to become effective and the date, if any
is to be fixed, as of which it is expected that holders of Common Stock of
record shall be entitled to exchange their shares of Common Stock for securities
or other property deliverable upon such reclassification, change, consolidation,
merger, disposition, dissolution, liquidation or winding-up.

SECTION 1707. Taxes on Conversion.

         The Company will pay any and all documentary, stamp or similar taxes
payable to the United States of America or any political subdivision or taxing
authority thereof or therein in respect of the issue or delivery of shares of
Common Stock on conversion of Securities pursuant thereto; provided, however,
that the Company shall not be required to pay any tax which may be payable in
respect of any transfer involved in the issue or delivery of shares of Common
Stock in a name other than that of the Holder of the Securities to be converted
(or payment of cash in lieu thereof to a Person other than such Holder) and no
such issue or delivery (or payment) shall be made unless and until the Person
requesting such issue or delivery (or payment) has paid to the Company the
amount of any such tax or has established, to the satisfaction of the Company,
that such tax has been paid. The Company extends no protection with respect to
any other taxes imposed in connection with conversion of Securities.

SECTION 1708. Company to Provide Stock.

         The Company shall reserve, free from preemptive rights, out of its
authorized but unissued shares, sufficient shares to provide for the conversion
of convertible Securities from time to time as such Securities are presented for
conversion, provided, however, that nothing contained herein shall be construed
to preclude the Company from satisfying its obligations in respect of the
conversion of Securities by delivery of repurchased shares of Common Stock which
are held in the treasury of the Company.

         If any shares of Common Stock to be reserved for the purpose of
conversion of Securities hereunder require registration with or approval of any
governmental authority under any Federal or State law before such shares may be
validly issued or delivered upon conversion, then the Company covenants that it
will in good faith and as expeditiously as possible endeavor to secure such
registration or approval, as the case may be; provided, however, that nothing in
this Section 1708 shall be deemed to affect in any way the obligations of the
Company to convert Securities into Common Stock as provided in this Article
Seventeen.

         Before taking any action which would cause an adjustment reducing the
Conversion Price below the then par value, if any, of the Common Stock, the
Company will take all corporate action which may, in the opinion of counsel, be
necessary in order that the Company may validly and legally issue fully paid and
non-assessable shares of Common Stock at such adjusted Conversion Price.

         The Company covenants that all shares of Common Stock which may be
issued upon conversion of Securities will upon issue be fully paid and
non-assessable by the Company and free of preemptive rights.


                                      -76-
<PAGE>
SECTION 1709. Disclaimer of Responsibility for Certain Matters.

         Neither the Trustee, any Conversion Agent nor any agent of either shall
at any time be under any duty or responsibility to any Holder of Securities to
determine whether any facts exist which may require any adjustment of the
Conversion Price, or with respect to the Officer's Certificate referred to in
Section 1704(j), or with respect to the nature or extent of any such adjustment
when made, or with respect to the method employed, or herein or in any
supplemental indenture provided to be employed, in making the same. Neither the
Trustee, any Conversion Agent nor any agent of either shall be accountable with
respect to the validity or value (or the kind or amount) of any shares of Common
Stock, or of any securities or property (including cash), which may at any time
be issued or delivered upon the conversion of any Security, and neither the
Trustee, any Conversion Agent nor any agent of either makes any representation
with respect thereto. Neither the Trustee, any Conversion Agent nor any agent of
either shall be responsible for any failure of the Company to issue, register
the transfer of or deliver any shares of Common Stock or stock certificates or
other securities or property (including cash) upon the surrender of any Security
for the purpose of conversion or, subject to Sections 601 and 603, to comply
with any of the covenants of the Company contained in this Article Seventeen.

SECTION 1710. Return of Funds Deposited for Redemption of Converted Securities.

     Any funds which at any time shall have been deposited by the Company or on
its behalf with the Trustee or any Paying Agent for the purpose of paying the
principal of and interest, if any, on any of the Securities and which shall not
be required for such purposes because of the conversion of such Securities, as
provided in this Indenture, shall forthwith after such conversion be repaid to
the Company by the Trustee or such Paying Agent.



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


         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.


                                      -77-
<PAGE>



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

                                          Group 1 Automotive, Inc.


                                          By
                                            ------------------------------------



                                               Amarillo Motors-C, Ltd.
                                               Amarillo Motors-F, Ltd.
                                               Amarillo Motors-FM, Ltd.
                                               Amarillo Motors-J, Ltd.
                                               Amarillo Motors-SM, Ltd.
                                               Bob Howard Automotive-East, Inc.
                                               Bob Howard Automotive-H, Inc.
                                               Bob Howard Chevrolet, Inc.
                                               Bob Howard Dodge, Inc.
                                               Bob Howard German Imports, Inc.
                                               Bob Howard Motors, Inc.
                                               Bob Howard Nissan, Inc.
                                               Bohn-FII, LLC
                                               Bohn Holdings-F, Inc.
                                               Bohn Holdings-GM, Inc.
                                               Casa Chevrolet Inc.
                                               Casa Chrysler Plymouth Jeep Inc.
                                               Casa Mitsubishi, Inc.
                                               Chaperral Dodge, Ltd.
                                               Colonial Chrysler-Plymouth, Ltd.
                                               Courtesy Ford, Inc.
                                               Courtesy Nissan, Inc.
                                               Danvers-DC, Inc.
                                               Danvers-DCII, Inc.
                                               Danvers-DCIII, Inc.
                                               Danvers-GM, Inc.
                                               Danvers-S, Inc.
                                               Danvers-SU, Inc.
                                               Danvers-T, Inc.
                                               Danvers-TL, Inc.
                                               Delaware Acquisition-DC, L.L.C.
                                               Delaware Acquisition-F, L.L.C.
                                               Delaware Acquisition-GM, L.L.C.
                                               Delaware Acquisition-T, L.L.C.
                                               Flamingo Ford, Inc.
                                               Foyt Motors, Inc.
                                               GPI Acquisition-I, Inc.
                                               GPI, Ltd.
                                               GPI Atlanta-F, Inc.
                                               GPI Atlanta-FLM, Inc.
                                               GPI Atlanta-FLM II, Inc.
                                               GPI Atlanta-T, Inc.
                                               Group 1 Associates, Inc.
                                               Group 1 DCP, Inc.
                                               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.

                                      -78-


<PAGE>




                                               Group 1 Holdings-N, L.L.C.
                                               Group 1 Holdings-S, L.L.C.
                                               Group 1 Holdings-T, L.L.C.
                                               Group 1 LP Interests-DC, Inc.
                                               Group 1 LP Interests-F, Inc.
                                               Group 1 LP Interests-GM, Inc.
                                               Group 1 LP Interests-H, Inc.
                                               Group 1 LP Interests-N, Inc.
                                               Group 1 LP Interests-S, Inc.
                                               Group 1 LP Interests-T, Inc.
                                               Group 1 Realty, Inc.
                                               Harvey Ford, LLC
                                               Harvey GM, LLC
                                               Harvey Holdings, Inc.
                                               Harvey Operations-T, LLC
                                               Harvey-T, Inc.
                                               Highland Autoplex, Inc.
                                               Howard Pontiac-GMC, Inc.
                                               Howard-DC, Inc.
                                               Howard-GM, Inc.
                                               Howard-GM II, Inc.
                                               Howard-H, Inc.
                                               Howard-HA, Inc.
                                               Howard-SI, Inc.
                                               Ira Automotive Group, LLC
                                               Jim Tidwell Ford, Inc.
                                               Johns Automotive Group, Inc.
                                               Key Ford, Inc.
                                               Koons Ford, Inc.
                                               Kutz-DC, Ltd.
                                               Lubbock Motors, Ltd.
                                               Lubbock Motors-F, Ltd.
                                               Lubbock Motors-S, Ltd.
                                               Lubbock Motors-SH, Ltd.
                                               Lubbock Motors-T, Ltd.
                                               Luby Chevrolet Co.
                                               Maxwell Chrysler Plymouth Dodge
                                                  Jeep Eagle, Ltd.
                                               Maxwell-FII, Ltd.
                                               Maxwell Ford, Ltd.
                                               Maxwell-SM, Ltd.
                                               McCall-H, Inc.
                                               McCall-HA, Ltd.
                                               McCall-SI, Inc.
                                               McCall-T, Ltd.
                                               McCall-TII, Ltd.


                                       -79-


<PAGE>

                                     McCall-TL, Ltd.
                                     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 Imports, Inc.
                                     Mike Smith Motors, Inc.
                                     Mike Smith GM, Inc.
                                     Perimeter Ford, Inc.
                                     Prestige Chrysler Plymouth Northwest, Ltd.
                                     Prestige Chrysler Plymouth South, Ltd.
                                     Rockwall Automotive-DCD, Ltd.
                                     Rockwall Automotive-F, Ltd.
                                     Round Rock Nissan, Inc.
                                     Shamrock Chevrolet, Inc.
                                     SMC Investment, Inc.
                                     Smith, Liu & Kutz, Inc.
                                     Sunshine Buick Pontiac GMC Truck, Inc.
                                     Town North Nissan, Inc.
                                     Town North Suzuki, Inc.


                                     By
                                       -----------------------------------------


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


                                     By
                                       -----------------------------------------


                                      -80-


<PAGE>
                                   SCHEDULE I

                              SUBSIDIARY GUARANTORS

<Table>
<Caption>
SUBSIDIARY                                           STATE OF ORGANIZATION
----------                                           ---------------------
<S>                                                  <C>
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)
Bob Howard Automotive-East, Inc.                     Oklahoma
Bob Howard Automotive-H, Inc.                        Oklahoma
Bob Howard Chevrolet, Inc.                           Oklahoma
Bob Howard Dodge, Inc.                               Oklahoma
Bob Howard German Imports, Inc.                      Oklahoma
Bob Howard Motors, Inc.                              Oklahoma
Bob Howard Nissan, Inc.                              Oklahoma
Bohn-FII, LLC                                        Delaware
Bohn Holdings-F, Inc.                                Delaware
Bohn Holdings-GM, Inc.                               Delaware
Casa Chevrolet Inc.                                  New Mexico
Casa Chrysler Plymouth Jeep Inc.                     New Mexico
Casa Mitsubishi, Inc.                                New Mexico
Chaperral Dodge, Ltd.                                Texas (limited partnership)
Colonial Chrysler-Plymouth, Ltd.                     Texas (limited partnership)
Courtesy Ford, Inc.                                  Florida
Courtesy Nissan, Inc.                                Texas
Danvers-DC, Inc.                                     Delaware
Danvers-DCII, Inc.                                   Delaware
Danvers-DCIII, Inc.                                  Delaware
Danvers-GM, Inc.                                     Delaware
Danvers-S, Inc.                                      Delaware
Danvers-SU, Inc.                                     Delaware
Danvers-T, Inc.                                      Delaware
Danvers-TL, Inc.                                     Delaware
Delaware Acquisition-DC, L.L.C.                      Delaware
Delaware Acquisition-F, L.L.C.                       Delaware
Delaware Acquisition-GM, L.L.C.                      Delaware
Delaware Acquisition-T, L.L.C.                       Delaware
Flamingo Ford, Inc.                                  Florida
Foyt Motors, Inc.                                    Texas
GPI Acquisition-I, Inc.                              Texas
GPI, Ltd.                                            Texas (limited partnership)
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
Group 1 DCP, Inc.                                    Delaware
Group 1 Holdings-DC, L.L.C.                          Delaware
Group 1 Holdings-F, L.L.C.                           Delaware
</Table>


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<Table>
<S>                                                    <C>
Group 1 Holdings-GM, L.L.C.                            Delaware
Group 1 Holdings-H, L.L.C.                             Delaware
Group 1 Holdings-N, L.L.C.                             Delaware
Group 1 Holdings-S, L.L.C.                             Delaware
Group 1 Holdings-T, L.L.C.                             Delaware
Group 1 LP Interests-DC, Inc.                          Delaware
Group 1 LP Interests-F, Inc.                           Delaware
Group 1 LP Interests-GM, Inc.                          Delaware
Group 1 LP Interests-H, Inc.                           Delaware
Group 1 LP Interests-N, Inc.                           Delaware
Group 1 LP Interests-S, Inc.                           Delaware
Group 1 LP Interests-T, Inc.                           Delaware
Group 1 Realty, Inc.                                   Delaware
Harvey Ford, LLC                                       Delaware
Harvey GM, LLC                                         Delaware
Harvey Holdings, Inc.                                  Delaware
Harvey Operations-T, LLC                               Delaware
Harvey-T, Inc.                                         Delaware
Highland Autoplex, Inc.                                Texas
Howard Pontiac-GMC, Inc.                               Oklahoma
Howard-DC, Inc.                                        Delaware
Howard-GM, Inc.                                        Delaware
Howard-GM II, Inc.                                     Delaware
Howard-H, Inc.                                         Delaware
Howard-HA, Inc.                                        Delaware
Howard-SI, Inc.                                        Delaware
Ira Automotive Group, LLC                              Delaware
Jim Tidwell Ford, Inc.                                 Delaware
Johns Automotive Group, Inc.                           New Mexico
Key Ford, Inc.                                         Florida
Koons Ford, Inc.                                       Florida
Kutz-DC, 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)
Luby Chevrolet Co.                                     Delaware
Maxwell Chrysler Plymouth Dodge Jeep                   Texas (limited partnership)
    Eagle, Ltd.
Maxwell-FII, Ltd.                                      Texas (limited partnership)
Maxwell Ford, Ltd.                                     Texas (limited partnership)
Maxwell-SM, Ltd.                                       Texas (limited partnership)
McCall-H, Inc.                                         Texas
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<Table>
<S>                                                    <C>
McCall-HA, Ltd.                                        Texas (limited partnership)
McCall-SI, Inc.                                        Texas
McCall-T, Ltd.                                         Texas (limited partnership)
McCall-TII, Ltd.                                       Texas (limited partnership)
McCall-TL, Ltd.                                        Texas (limited partnership)
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 Imports, Inc.                               Texas
Mike Smith Motors, Inc.                                Texas
Mike Smith GM, Inc.                                    Delaware
Perimeter Ford, Inc.                                   Delaware
Prestige Chrysler Plymouth Northwest, Ltd.             Texas (limited partnership)
Prestige Chrysler Plymouth South, Ltd.                 Texas (limited partnership)
Rockwall Automotive-DCD, Ltd.                          Texas (limited partnership)
Rockwall Automotive-F, Ltd.                            Texas (limited partnership)
Round Rock Nissan, Inc.                                Texas
Shamrock Chevrolet, Inc.                               Florida
SMC Investment, Inc.                                   Texas
Smith, Liu & Kutz, Inc.                                Texas
Sunshine Buick Pontiac GMC Truck, Inc.                 New Mexico
Town North Nissan, Inc.                                Texas
Town North Suzuki, Inc.                                Texas
</Table>


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