<PAGE>

                                                                     Exhibit 4.1


           SONIC AUTOMOTIVE, INC. (A DELAWARE CORPORATION), AS ISSUER,

                                       AND

                   U.S. BANK NATIONAL ASSOCIATION, AS TRUSTEE

          FIRST SUPPLEMENTAL INDENTURE, DATED AS OF MAY 7, 2002 TO THE
     INDENTURE, DATED AS OF MAY 7, 2002, AMONG THE ISSUER, THE TRUSTEES AND
                        THE GUARANTORS SET FORTH THEREIN


              5 1/4% CONVERTIBLE SENIOR SUBORDINATED NOTES DUE 2009

Reconciliation and tie between Trust Indenture Act of 1939,
         as amended, Base Indenture and First Supplemental Indenture,
         dated as of May 7, 2002


<PAGE>


                               Table of Contents
                               -----------------

<TABLE>
<CAPTION>
                                                                                                                Page
                                                                                                                ----
<S>                      <C>                                                                                     <C>
ARTICLE ONE DEFINITIONS  .........................................................................................5

    SECTION 1.1.         Certain Terms Defined in the Base Indenture..............................................5

    SECTION 1.2.         Definitions..............................................................................5

ARTICLE TWO FORM AND TERMS OF THE NOTES..........................................................................11

    SECTION 2.1.         Form of  Face of Note...................................................................11

    SECTION 2.2.         Form of Reverse of Note.................................................................16

    SECTION 2.3.         Applicability of Provisions Regarding Form of Subsidiary Guarantee......................25

    SECTION 2.4.         Applicability of Provisions Regarding Form of Legend for Global Securities..............25

    SECTION 2.5.         Applicability of Provisions Regarding Form of Trustee's Certificate of Authentication...25

    SECTION 2.6.          Execution, Authentication, Delivery and Discharge......................................25

    SECTION 2.7.          Registration, Registration of Transfer and Exchange....................................26

    SECTION 2.8.          Satisfaction and Discharge.............................................................28

    SECTION 2.9.          Events of Default......................................................................29

    SECTION 2.10.        Merger, Conversion, Consolidation or Succession to Business.............................36

    SECTION 2.11.        Applicability of Provisions Regarding Appointment of Authenticating Agent...............37

    SECTION 2.12.        Consolidation, Merger, Sale or Conveyance...............................................37

    SECTION 2.13.        Supplemental Indentures.................................................................38

    SECTION 2.14.        Application of Certain Sections of the Indenture Regarding Covenants of the Company.....42

    SECTION 2.15.        Purchase of Notes upon a Change in Control..............................................42

    SECTION 2.16.        Provision of Financial Statements.......................................................45

    SECTION 2.17.        Waiver of Certain Covenants.............................................................46
</TABLE>


<PAGE>

                                Table of Contents
                                -----------------

                                   (continued)

<TABLE>
<CAPTION>
                                                                                                                Page
                                                                                                                ----
<S>                      <C>                                                                                    <C>
    SECTION 2.18.        Redemption of Notes.....................................................................46

    SECTION 2.19.        Subordination of the Notes..............................................................49

    SECTION 2.20.        Application of the Article of the Indenture Regarding Subsidiary Guarantee..............56

    SECTION 2.21.        Application of the Article of the Indenture Regarding Defeasance and Covenant
                                Defeasance.......................................................................56

    SECTION 2.22.        Applicability of the Article of the Indenture Regarding Sinking Funds...................56

    SECTION 2.23.        Conversion..............................................................................57

ARTICLE THREE MISCELLANEOUS......................................................................................

    SECTION 3.1.         Independence of Covenants...............................................................68

    SECTION 3.2.         Schedules and Exhibits..................................................................68

    SECTION 3.3.         Counterparts............................................................................68

    SECTION 3.4.         Ratification............................................................................68

    SECTION 3.5.         Construction............................................................................68

    SECTION 3.6.         Effectiveness...........................................................................69
</TABLE>


<PAGE>


                          FIRST SUPPLEMENTAL INDENTURE

                  SUPPLEMENTAL INDENTURE (this "First Supplemental Indenture"),
dated as of May 7, 2002 among SONIC AUTOMOTIVE, INC., a Delaware corporation
(the "Company"), the Guarantors (as hereinafter defined) and U.S. BANK NATIONAL
ASSOCIATION, a [New York banking corporation], as Trustee (the "Trustee").

                             RECITALS OF THE COMPANY

                  WHEREAS, the Company, the Trustee and the Guarantors executed
and delivered an Indenture, dated as of May 7, 2002 (the "Base Indenture," and
as supplemented by this First Supplemental Indenture, the "Indenture"), to
provide for the issuance by the Company from time to time of Securities to be
issued in one or mores series as provided in the Indenture;

                  WHEREAS, the issuance and sale of $149,500,000 aggregate
principal amount of a new series of the Company's 5 1/4% Convertible Senior
Subordinated Notes due May 7, 2009 (the "Notes") has been authorized by
resolutions adopted by the Board of Directors of the Company as of April 10,
2002;

                  WHEREAS, the Company desires to issue and sell $149,500,000
aggregate principal amount of the Notes on the date hereof plus any portion of
the Option Amount;

                  WHEREAS, Section 901 of the Indenture provides that without
the consent of any Holders, the Company, when authorized by a Board Resolution,
the 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 to the Base Indenture to, among other things, to (a) add
to the covenants of the Company for the benefit of the Holders of all or any
series of Securities, (b) to add additional Events of Default for the benefit of
the Holders of all or any series of Securities, (c) to establish the form or
terms of any series of Securities, and (d) to cure any ambiguity, to correct or
supplement any provision herein which may be inconsistent with any other
provision in the Base Indenture, or to make any other provisions with respect to
matters or questions arising under the Base Indenture;

                  WHEREAS, the Company and the Guarantors desire to (a) add
covenants of the Company and additional Events of Default for the benefit of the
Holders of all series of Securities, including the Notes (except as may be
provided in a future supplemental indenture to the Indenture (a "Future
Supplemental Indenture"), (b) establish the form and terms of the Notes and (c)
provide whether certain Articles of the Indenture will apply to all series of
Securities, including the Notes (except as may be provided in a Future
Supplement Indenture); and

                  WHEREAS, all things necessary to make this First Supplemental
Indenture a valid supplement to the Indenture according to its terms and the
terms of the Indenture have been done;

                  NOW, THEREFORE, for and in consideration of the premises
stated herein and the purchase of the Notes by the Holders thereof, the parties
hereto herby enter into this First

<PAGE>

Supplemental Indenture, for the equal and proportionate benefit of all Holders
of the Notes, as follows:

                                  ARTICLE ONE

                                   DEFINITIONS

         SECTION 1.1. Certain Terms Defined in the Base Indenture.
                      --------------------------------------------

                  Except as may be provided in a Future Supplemental Indenture,
all capitalized terms used but not defined in this First Supplemental Indenture
shall have the meanings ascribed to such terms in the Base Indenture, as amended
hereby; provided, however, that any term defined in the Base Indenture that is
also defined in this First Supplemental Indenture shall for all purposes of this
First Supplemental Indenture and all matters relating to the Notes, have the
meaning set forth in this First Supplemental Indenture.

         SECTION 1.2. Definitions.
                      ------------

                  (a) Except as may be provided in a Future Supplemental
Indenture, with respect to the Notes and no other class or series of Securities
issued pursuant to the Indenture, Section 101 of the Indenture shall be amended
(i) by adding the following new definitions if such definitions are not
contained in the Base Indenture and (ii) if the terms set forth below are found
in the Base Indenture, by replacing the terms and their meanings set forth in
the Base Indenture with those set forth below:

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

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

                  "Change in Control" means the occurrence of any of the
following: (i) the sale, lease, transfer, conveyance or other disposition (other
than by way of merger or consolidation), in one or a series of related
transactions, of all or substantially all of the Company's and the Company's
Subsidiaries' assets, taken as a whole, to any Person or group; (ii) the
adoption of a plan relating to the Company's liquidation or dissolution; (iii)
the consummation of any transaction (including, without limitation, any merger
or consolidation) the result of which is that any person or group (as such terms
are used in Section 13(d) and 14(d) of the Exchange Act), other than the
Permitted Holders, becomes the beneficial owner, directly or indirectly, of more
than 50% of the voting power of the Company's outstanding Voting Stock; (iv) the
occurrence of any "going private transaction" with respect to the Class A common
stock under Rule 13e-3 of the Securities Act; (v) any person or group acquires
in one or more transactions an amount of Class A common stock which is at the
time great enough to result in the Class A common stock being delisted from the
principal United States national securities exchange (or the Nasdaq


<PAGE>

National Market) on which the shares are then listed; or (vi) the first day on
which more than a majority of the members of the Company's Board of Directors
are not Continuing Directors.

                  "Class A common stock" means the Company's Class A common
stock, par value $.01 per share, or any successor common stock thereto.

                  "Company" means Sonic Automotive, Inc., a corporation
incorporated under the laws of Delaware, until a successor Person shall have
become such pursuant to the applicable provisions hereof, and thereafter
"Company" shall mean such successor Person. All references to the Company
exclude, unless otherwise expressly stated or the context otherwise requires,
its Subsidiaries.

                  "Consolidated Net Income (Loss)" of any Person means, for any
period, the Consolidated net income (or loss) of such Person and its
Subsidiaries for such period on a Consolidated basis as determined in accordance
with GAAP, adjusted, to the extent included in calculating such net income (or
loss), by excluding, without duplication, (i) all extraordinary gains or losses
net of taxes (less all fees and expenses relating thereto), (ii) the portion of
net income (or loss) of such Person and its Subsidiaries on a Consolidated basis
allocable to minority interests in unconsolidated Persons or Subsidiaries to the
extent that cash dividends or distributions have not actually been received by
such Person or one of its Consolidated Subsidiaries, (iii) net income (or loss)
of any Person combined with such Person or any of its Subsidiaries on a "pooling
of interests" basis attributable to any period prior to the date of combination,
(iv) any gain or loss, net of taxes, realized upon the termination of any
employee pension benefit plan, (v) gains or losses, net of taxes (less all fees
and expenses relating thereto), in respect of dispositions of assets other than
in the ordinary course of business, (vi) the net income of any Subsidiary to the
extent that the declaration of dividends or similar distributions by that
Subsidiary of that income is not at the time permitted, directly or indirectly,
by operation of the terms of its charter or any agreement, instrument, judgment,
decree, order, statute, rule or governmental regulation applicable to that
Subsidiary or its stockholders, (vii) any restoration to net income of any
contingency reserve, except to the extent provision for such reserve was made
out of income accrued at any time following the Issue Date, or (viii) any net
gain arising from the acquisition of any securities or extinguishment, under
GAAP, of any Indebtedness of such Person.

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

                  "Continuing directors" means any member of our board of
directors who (i) was a member of our board of directors on the date of original
issuance of the Notes; or (ii) was nominated for election to our board of
directors with the approval of, or whose election to our board of directors was
ratified by, at least a majority of the continuing directors who were members of
our board of directors at the time of such nomination or election.

                  "Conversion Agent" means any Person (including the Company)
authorized by the Company receive Notes (and related documentation) upon
conversion thereof.


<PAGE>

                  "Conversion Price" means, initially, $43.87, and at any point,
the price obtained by dividing $1,000 by the Conversion Rate then in effect,
rounded to the nearest cent.

                  "Designated Senior Indebtedness" means (i) all Senior
Indebtedness under the Floor Plan Facility or the Revolving Facility and (ii)
any other Senior Indebtedness which at the time of determination has an
aggregate principal amount outstanding of at least $25 million and which is
specifically designated in the instrument evidencing such Senior Indebtedness or
the agreement under which such Senior Indebtedness arises as "Designated Senior
Indebtedness" by the Company.

                  "Family Controlled Entity" means (i) any not-for-profit
corporation if at least 80% of its board of directors is composed of Mr. Smith,
Mr. Egan and/or Descendants; (ii) any other corporation if at least 80% of the
value of its outstanding equity is owned by a Permitted Holder; (iii) any
partnership if at least 80% of the value of the partnership interests are owned
by a Permitted Holder; (iv) any limited liability or similar company if at least
80%of the value of the Company is owned by a Permitted Holder; and (v) any
trusts created for the benefit of any of the persons listed in clauses (i) or
(ii) of this definition.

                  "Floor Plan Facility" means an agreement from Ford Motor
Credit Company, or any other bank or asset-based lender pursuant to which the
Company or any Subsidiary incurs Indebtedness all of the net proceeds of which
are used to purchase, finance or refinance vehicles and/or vehicle parts and
supplies to be sold in the ordinary course of business of the Company and its
Subsidiaries and which may not be secured except by a Lien that does not extend
to or cover any property other than the property of the dealership(s) which use
the proceeds of the Floor Plan Facility.

                  "Future Supplemental Indenture" means any supplemental
indenture other than this First Supplemental Indenture which relates to, amends,
or supplements the Base Indenture, this First Supplemental Indenture or any
Future Supplemental Indenture.

                  "Generally Accepted Accounting Principles" or "GAAP" means
generally accepted accounting principles in the United States, consistently
applied, which (i) for the purpose of determining compliance with the covenants
contained in this First Supplemental Indenture were in effect as of the Issue
Date and (ii) for purposes of complying with the reporting requirements
contained in this First Supplemental Indenture are in effect from time to time.

                  "Global Note" means a Note that evidences all or part of the
Notes and bears the legend set forth in Section 2.1 of this First Supplemental
Indenture.

                  "Holder" or "Noteholder" means any holder of any Notes.

                  "Indenture Obligations" means the obligations of the Company
and any other obligor with respect to the Notes under this Indenture or under
the Notes to pay principal of, premium, if any, and interest when due and
payable, and all other amounts due or to become due under or in connection with
the Indenture (with respect to the Notes), the Notes and the performance of all
other obligations to the trustee and the holders under the Indenture and the
Notes, according to the respective terms thereof.


<PAGE>

                  "Issue Date" means the date hereof.

                  "Legal Holiday" means any day other than a Business Day.

                  "Manufacturer" means a vehicle manufacturer which is a party
to a dealership franchise agreement with the Company or any Subsidiary.

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

                  "Outstanding 11% Notes" means the Company's outstanding (a)
11% Senior Subordinated Notes due 2008, Series B and (b) 11% Senior Subordinated
Notes due 2008, Series D.

                  "Pari Passu Indebtedness" means any Indebtedness of the
Company that is pari passu in right of payment to the Notes, including without
limitation, the Outstanding 11% Notes.

                  "Permitted Holders" means (i) Mr. O. Bruton Smith or Mr.
William S. Egan and their respective guardians, conservators, committees, or
attorneys-in-fact; (ii) lineal descendants of Mr. Smith or Mr.Egan (in either
case, a "Descendant ") and their respective guardians, conservators, committees
or attorneys-in-fact; and each "Family Controlled Entity."

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

                  "Predecessor Notes" means every previous Note, including
without limitation, any Notes evidencing all or a portion of the same debt as
that evidenced by such particular Note; and, for the purposes of this
definition, any Note authenticated and delivered under Section 306 in exchange
for a mutilated Note or in lieu of a lost, destroyed or stolen Note shall be
deemed to evidence the same debt as the mutilated, lost, destroyed or stolen
Note.

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

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

                  "Revolving Facility" means the Credit Agreement among the
Company, certain of the Company's subsidiaries and Ford Motor Credit Company,
dated as of December 15, 1997, as such agreement, in whole or in part, may have
been or may be amended, renewed, extended,

<PAGE>

substituted, refinanced, restructured, replaced, supplemented or otherwise
modified from time to time, including, without limitation, any successive
renewals, extensions, substitutions, refinancings, restructurings, replacements,
supplementations or other modifications of the foregoing.

                  "Sale Price" of Capital Stock on any Trading Day or any other
day means the closing per share sale price (or, if no closing sale price is
reported, the average of the bid and ask prices or, if more than one in either
case, the average of the average bid and the average ask prices) on such date on
the principal United States securities exchange on which the Capital Stock is
listed or, if the Capital Stock is not listed on a United States national
securities exchange, as reported by the National Association of Securities
Dealers Automated Quotation System or by the National Quotation Bureau
Incorporated. In the absence of such quotation, the Company shall be entitled to
determine the Sale Price on the basis of such quotations as it considers
appropriate.

                  "Senior Indebtedness" means the principal of, premium, if any,
and interest (including interest, to the extent allowable, accruing after the
filing of a petition initiating any proceeding under any state, federal or
foreign bankruptcy law) on any Indebtedness of the Company (other than as
otherwise provided in this definition), whether outstanding on the Issue Date or
thereafter created, incurred or assumed, and whether at anytime owing, actually
or contingent, unless, in the case of any particular indebtedness, the
instrument creating or evidencing the same or pursuant to which the same is
outstanding expressly provides that such indebtedness shall not be senior in
right of payment to the Notes. Notwithstanding the foregoing, "Senior
Indebtedness "shall (x) include any Floor Plan Facility and the Revolving
Facility to the extent the Company is a party to them and (y) not include

                  (i)      Indebtedness evidenced by the Outstanding 11% Notes;

                  (ii)     Indebtedness that is subordinate or junior in right
                           of payment to any Indebtedness of the Company;

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

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

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

                  (vi)     Indebtedness of the Company to a Subsidiary or any
                           other Affiliate of the Company or any of such
                           Affiliate's Subsidiaries;

                  (vii)    to the extent it might constitute Indebtedness,
                           amounts owing for goods, materials or services
                           purchased in the ordinary course of business or
                           consisting of trade accounts payable owed or owing by
                           the Company, and


<PAGE>

                           amounts owed by the Company for compensation to
                           employees or services rendered to the Company;

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

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

                  "Special Payment Date" means, for the payment of any Defaulted
Interest, the payment date fixed by the Company with respect to such interest in
accordance with Section 307 of the Base Indenture.

                  "Subordinated Indebtedness" means Indebtedness of the Company
subordinated in right of payment to the Notes.

                  "Subsidiary" of a Person means:

                  (i)      any corporation more than 50% of the outstanding
                           voting power of the Voting Stock of which is owned or
                           controlled, directly or indirectly, by such Person or
                           by one or more other Subsidiaries of such Person, or
                           by such Person and one or more other Subsidiaries of
                           such Person,

                  (ii)     any limited partnership of which such Person or any
                           Subsidiary of such Person is a general partner, or

                  (iii)    any other Person in which such Person, or one or more
                           other Subsidiaries of such Person, or such Person and
                           one or more other Subsidiaries, directly or
                           indirectly, has more than 50% of the outstanding
                           partnership or similar interests or has the power, by
                           contract or otherwise, to direct or cause the
                           direction of the policies, management and affairs
                           thereof.

                  "Trading Day" means any day on which the New York Stock
Exchange is open for trading, or if the applicable security is quoted on the
Nasdaq national market, a day on which trades may be made on such market, or, if
the applicable security is not so listed, admitted for trading or quoted, any
Business Day.

                  (b)      Other definitions used and defined in this First
                           Supplemental Indenture:


<TABLE>
<CAPTION>
                 Term                                                                    Defined in Section (of
                 ----                                                                    this First Supplemental
                                                                                                Indenture)
                                                                                                ----------
<S>                                                                                                <C>
                 "Average Sale Price"                                                              2.23
                 "Base Indenture"                                                                Recitals
                 "Change in Control Offer"                                                         2.15
</TABLE>

<PAGE>

<TABLE>
<CAPTION>
<S>                                                                                                <C>
                 "Change in Control Purchase Date"                                                 2.15
                 "Change in Control Purchase Notice"                                               2.15
                 "Change in Control Purchase Price"                                                2.15
                 "control," "controlling" and "controlled"                                    definition of
                                                                                                Affiliate
                 "Conversion Date"                                                                 2.23
                 "Conversion Rate"                                                                 2.23
                 "Event of Default"                                                                2.9
                 "Ex-Dividend Date"                                                                2.23
                 "Ex-Dividend Time"                                                                2.23
                 "Extraordinary Cash Dividend"                                                     2.23
                 "F"                                                                               2.23
                 "First Supplemental Indenture"                                                  Preamble
                 "herein" and "hereof"                                                           Recitals
                 "Indenture"                                                                       2.23
                 "Initial Period"                                                                  2.19
                 "maximum fixed repurchase price"                                             definition of
                                                                                               Indebtedness
                 "Measurement Period"                                                              2.23
                 "Non-payment Default"                                                             2.19
                 "Note Register"                                                                   2.7
                 "Note Registrar"                                                                  2.7
                 "Noteholder"                                                              definition of Holder
                 "Notes"                                                                         Recitals
                 "Payment Blockage Period"                                                         2.19
                 "Payment Default"                                                                 2.19
                 "Permitted Junior Notes"                                                          2.19
                 "Post-Distribution Price"                                                         2.23
                 "Regular Record Date"                                                             2.1
                 "Relevant Cash Dividends"                                                         2.23
                 "Required Filing Date"                                                            2.16
                 "Rights"                                                                          2.23
                 "Rights Agreement"                                                                2.23
                 "Surviving Entity"                                                                2.12
                 "Trustee"                                                                       Preamble
                 "Time of Determination"                                                           2.23
</TABLE>

                                  ARTICLE TWO

                           FORM AND TERMS OF THE NOTES

         SECTION 2.1. Form of Face of Note.
                      ---------------------

                  The form of the face of any Notes authenticated and delivered
hereunder and of the Trustee's Certificate of Authentification shall be
substantially as follows:

                        [Legend if Note is a Global Note]


<PAGE>

                  THIS NOTE IS A GLOBAL NOTE WITHIN THE MEANING OF THE INDENTURE
                  HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A
                  DEPOSITARY OR A NOMINEE OF A DEPOSITARY OR A SUCCESSOR
                  DEPOSITARY. TRANSFERS OF THIS GLOBAL NOTE SHALL BE LIMITED TO
                  TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF CEDE & CO.
                  OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR'S NOMINEE AND
                  TRANSFERS OF PORTIONS OF THIS GLOBAL NOTE SHALL BE LIMITED TO
                  TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH
                  IN SECTION 305 OF THE INDENTURE.

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

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

<PAGE>

                             SONIC AUTOMOTIVE, INC.
                               ------------------

              5 1/4% CONVERTIBLE SENIOR SUBORDINATED NOTE DUE 2009


                                                             CUSIP NO. 83545GAE2

No. 1                                                        $149,500,000



                  Sonic Automotive, Inc., a Delaware corporation (herein called
the "Company," which term includes any successor Person under the Indenture
hereinafter referred to), for value received, hereby promises to pay to
___________ or registered assigns, the principal sum of $149,500,000 United
States dollars, or such other principal amount (which, when taken together with
the principal amounts of all other Notes then Outstanding, shall not exceed
$149,500,000 less the principal amount of Notes redeemed by the Company in
accordance with the Indenture) as may be set forth on the Note Register on
Appendix A hereto in accordance with the Indenture, on May 7, 2009, at the
office or agency of the Company referred to below, and to pay interest thereon
from May 7, 2002, semiannually on May 7 and November 7 in each year, commencing
November 7, 2002 at the rate of 5 1/4% per annum in United States dollars, until
the principal hereof is paid or duly provided for. Interest shall be computed on
the basis of a 360-day year comprised of twelve 30-day months.

                  The 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 Note (or any Predecessor Notes) is registered
at the close of business on the Regular Record Date for such interest, which
shall be the April 22 or October 23 (whether or not a Business Day), as the case
may be, next preceding such Interest Payment Date. Any such interest not so
punctually paid, or duly provided for, and interest on such defaulted interest
at the interest rate borne by Notes, to the extent lawful, shall forthwith cease
to be payable to the Holder on such Regular Record Date, and may either be paid
to the Person in whose name this Note (or any Predecessor Notes) 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 Notes 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 Notes may be listed, and
upon such notice as may be required by this Indenture not inconsistent with the
requirements of such exchange, all as more fully provided in this Indenture.

                  Payment of the principal of, premium, if any, and interest on,
this Note, and exchange or transfer of the Note, will be made at the office or
agency of the Company in The City of New York maintained for that purpose (which
initially will be a corporate trust office of the Trustee located at 100 Wall
Street, 20th Floor, New York, New York, 10005), or at such other office or
agency as may be maintained for such purpose, in such coin or currency of the
United States of America as at the time of payment is legal tender for payment
of public and private debts; provided, however, that payment of interest may be
made at the option of the Company by


<PAGE>

check mailed to the address of the Person entitled thereto as such address shall
appear on the Note Register.

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

                  Unless the certificate of authentication hereon has been duly
executed by the Trustee referred to on the reverse hereof or by the
authenticating agent appointed as provided in the Indenture by manual signature
of an authorized signer, this Note 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 by the manual or facsimile signature of its authorized
officers.

                              Sonic Automotive, Inc.

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

Attest:

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


<PAGE>

                     TRUSTEE'S CERTIFICATE OF AUTHENTICATION

                  This is one of the 5 1/4% Convertible Senior Subordinated
Notes due 2009, referred to in the within-mentioned Indenture.


                              U.S Bank National Association,
                                   as Trustee

                              By:
                                    -------------------------------------------
                                    Authorized Signer

Dated:





                       OPTION OF HOLDER TO ELECT PURCHASE

                  If you wish to have this Note purchased by the Company
pursuant to Section Section 1010 of the Indenture, check the Box: [ ].

                  If you wish to have a portion of this Note purchased by the
Company pursuant to Section 1010 of the Indenture, state the amount (in original
principal amount):

                                $ ---------------



Date:                                 Your Signature:
     --------------------------------                 --------------------------

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


Signature Guarantee:
                      ----------------------------------------------------------

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

<PAGE>

         SECTION 2.2. Form of Reverse of Note.
                      ------------------------

                  Except as may be provided in a Future Supplemental Indenture,
the provisions of Section 203 of the Base Indenture are amended (with respect to
the Notes only) in its entirety and restated as follows:

                  The form of the reverse of the Notes shall be substantially as
follows:

                             Sonic Automotive, Inc.
              5 1/4% Convertible Senior Subordinated Note due 2009

                  This Note is one of a duly authorized issue of Notes of the
Company designated as its 5 1/4% Convertible Senior Subordinated Notes due 2009
(herein called the "Notes"), limited in aggregate principal amount to
$149,500,000, issued under and subject to the terms of an indenture, dated as of
May 7, 2002, among the Company, the Guarantors (as defined in the Base
Indenture), if any, (to the extent party thereto) and U.S. Bank National
Association, as trustee (herein called the "Trustee," which term includes any
successor trustee under the Indenture) (the "Base Indenture," and as
supplemented by a "First Supplemental Indenture" of the same date, the
"Indenture"), to which Indenture and all indentures supplemental thereto
reference is hereby made for a statement of the respective rights, limitations
of rights, duties, obligations and immunities thereunder of the Company, the
Trustee and the Holders of the Notes, and of the terms upon which the Notes are,
and are to be, authenticated and delivered.

         Redemption of Notes at the Option of the Company

                  The Notes are subject to redemption at any time on or after
May 7, 2005, at the option of the Company, in whole or in part, on not less than
30 nor more than 60 days' prior notice, in amounts of $1,000 or an integral
multiple thereof, at the following redemption prices (expressed as percentages
of the principal amount), if redeemed as indicated below:

<TABLE>
<CAPTION>
                           Period                                                  Redemption Price
                           ------                                                  ----------------
<S>                                                                                    <C>
                  Beginning on May 7, 2005 and ending on May 6, 2006                   103%
                  Beginning on May 7, 2006 and ending on May 6, 2007                   102.25%
                  Beginning on May 7, 2007 and ending on May 6, 2008                   101.50%
                  Beginning on May 7, 2008 and thereafter                              100.75%
</TABLE>

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

                  If less than all of the Notes are to be redeemed, the Trustee
shall select the Notes or portions thereof to be redeemed by lot, or in its
discretion, on a pro rata basis. If a portion of a Holder's Notes is selected
for partial redemption and that Holder converts (as described below) a portion
of his Notes, the converted portion will be deemed to be of the portion selected
for redemption. No sinking fund is provided for the Notes.


<PAGE>

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

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

         Change in Control Permits Purchase of Notes by Us at the Option of the
Holder

                  Upon the occurrence of a Change in Control, each Holder may
require the Company to purchase such Holder's Notes in whole or in part in
integral multiples of $1,000, at a purchase price in cash in an amount equal to
100% of the principal amount thereof, plus accrued and unpaid interest, if any,
to (but excluding) the date of the purchase, in accordance with the procedures
set forth in the Indenture.

         Conversion

         Conversion Based on Class A Common Stock Price

                  Subject to the provisions hereof and the Indenture and
notwithstanding the fact that any other condition to conversion has not been
satisfied, Holders may convert the Notes into the Company's Class A common stock
in any fiscal quarter commencing after June 30, 2002, if, as of the last day of
the preceding fiscal quarter, the Sale Price of the Class A common stock for at
least 20 Trading Days in a period of 30 consecutive Trading Days ending on the
last Trading Day of such preceding fiscal quarter is more than 110% of the
Conversion Price per share of Class A common stock on the last day of such
preceding fiscal quarter. If the foregoing condition is satisfied, then the
Notes will be convertible at any time, at the option of the Holder, through
Maturity.

                  The Conversion Price per share of Class A common stock as of
any day will initially equal $46.87. Upon adjustment to the Conversion Rate (as
described below), the Conversion Price shall be adjusted to equal $1,000 divided
by the Conversion Rate and rounded to the nearest cent.

         Conversion Based on Trading Price of the Notes

                  Subject to the provisions hereof and the Indenture and
notwithstanding the fact that any other condition to conversion has not been
satisfied, on or before May 7, 2007, a Holder also may convert his Notes into
shares of the Company's Class A common stock at any time after a 10 consecutive
Trading Day period in which the average of the trading prices for the Notes for
that 10 Trading Day period was less than 103% of the average conversion value
for the Notes during that period.


<PAGE>

                  The conversion value of a Note is equal to the product of the
closing sale price for shares of the Company's Class A common stock on a given
day multiplied by the then current Conversion Rate, which is the number of
shares of Class A common stock into which each $1,000 principal amount of Notes
is then convertible. The trading price of the Notes on any date of determination
is the average of the secondary market bid quotations per Note obtained by the
Company or the calculation agent (which may be reasonably selected by the
Company and may be the Trustee) for $2,500,000 principal amount of Notes at
approximately 3:30 p.m., New York City time, on such determination date from two
independent nationally recognized securities dealers the Company's selects,
provided that if at least two such bids cannot reasonably be obtained by the
Company or the calculation agent, but one such bid is obtained, then this one
bid shall be used.

         Conversion Based on Redemption.

                  Subject to the provisions hereof and the Indenture and
notwithstanding the fact that any other condition to conversion has not been
satisfied, a Holder also may convert into Class A common stock a Note or a
portion thereof called for redemption at any time prior to the close of business
on the second Business Day immediately preceding the Redemption Date, even if it
is not otherwise convertible at such time. A Note for which a Holder has
delivered a Change in Control Purchase Notice, as described in the Indenture,
requiring us to purchase such Note may be surrendered for conversion only if
such notice is withdrawn in accordance with the Indenture.

         Conversion Upon Certain Distributions by the Company

                  Subject to the provisions hereof and the Indenture and
notwithstanding the fact that any other condition to conversion has not been
satisfied, in the event that the Company declares a dividend or distribution
described in Section 1707 of the Indenture, or a dividend or a distribution
described in Section 1708 of the Indenture where the Fair Market Value, per
share, of such dividend or distribution per share of Class A common stock, as
determined in the Indenture, exceeds 15% of the Sale Price of the Class A common
stock on the Business Day immediately preceding the date of declaration for such
dividend or distribution, the Notes may be surrendered for conversion beginning
on the date the Company gives notice to the Holders of such right (which notice
the Company is hereby required to give at least 20 days prior to the Ex-Dividend
Time for such dividend or distribution), and Notes may be surrendered for
conversion at any time thereafter until the close of business on the Business
Day prior to the Ex-Dividend Time or until the Company announces that such
dividend or distribution will not take place.

         Conversion Upon Occurrence of Certain Corporate Transactions.

                  Subject to the provisions hereof and the Indenture and
notwithstanding the fact that any other condition to conversion has not been
satisfied, if the Company is party to a consolidation, merger or binding share
exchange or a transfer of all or substantially all of its assets, a Note may be
surrendered for conversion at any time from and after the date which is 15 days
prior to the anticipated effective date of the transaction until 15 days after
the actual effective date of such transaction and, at the effective date, the
right to convert a Note into Class A common stock will be changed into a right
to convert it into the kind and amount of securities,

<PAGE>

cash or other assets of the Company or another person which the Holder would
have received if the Holder had converted the Holder's Notes immediately prior
to the transaction. If such transaction also constitutes a Change in Control of
the Company, the holder will be able to require the Company to purchase all or a
portion of such Holder's Notes.

                  The initial Conversion Rate is 21.3379 shares of Class A
common stock per $1,000 principal amount of Notes, subject to adjustment in
certain events described in the Indenture and as described below. The Company
will deliver cash or a check in lieu of any fractional share of Class A common
stock in such amount as is equal to the applicable portion of the then current
sale price of the Company's Class A common stock on the Trading Day immediately
preceding the Conversion Date.

                  To convert a Note, a Holder must (1) complete and manually
sign the conversion notice below (or complete and manually sign a facsimile of
such notice) and deliver such notice to the Conversion Agent, (2) surrender the
Note to the Conversion Agent, (3) furnish appropriate endorsements and transfer
documents if required by the Conversion Agent, the Company or the Trustee and
(4) pay any transfer or similar tax, if required.

                  A Holder may convert a portion of a Note if the principal
amount of such portion is $1,000 or an integral multiple of $1,000. No payment
or adjustment will be made for dividends on the Class A common stock except as
provided in the Indenture. On conversion of a Note, a Holder will not receive
any cash payment of interest representing accrued and unpaid interest, except as
described below. Delivery to the Holder of the full number of shares of Class A
common stock into which the Note is convertible, together with any cash payment
of such Holder's fractional shares, will be deemed: (i) to satisfy the Company's
obligation to pay the principal amount at maturity of the Note; and (ii) to
satisfy the Company's obligation to pay accrued and unpaid interest attributable
to the period from the date of the most recent interest payment through the
Conversion Date.

                  As a result, accrued and unpaid interest is deemed paid in
full rather than cancelled, extinguished or forfeited. Notwithstanding the
foregoing, accrued and unpaid interest, if any, will be payable upon any
conversion of Notes at the option of the Holder made concurrently with or after
acceleration of the Notes following an Event of Default. Holders of Notes
surrendered for conversion during the period from the close of business on any
Regular Record Date next preceding any interest payment date to the opening of
business of such interest payment date will receive the semiannual interest
payable on such Notes on the corresponding interest payment date notwithstanding
the conversion, and such Notes (except Notes called for redemption) upon
surrender must be accompanied by funds equal to the amount of semiannual
interest payable on the principal amount of Notes so converted.

                  The Conversion Rate will not be adjusted for accrued and
unpaid interest. A certificate for the number of full shares of Class A common
stock into which any Note is converted, together with any cash payment for
fractional shares, will be delivered through the Conversion Agent as soon as
practicable following the Conversion Date.

                  The Conversion Rate will be adjusted for dividends or
distributions on Class A common stock payable in Class A common stock or other
of the Company's Capital Stock;

<PAGE>

subdivisions, combinations or certain reclassifications of Class A common stock;
distributions to all holders of Class A common stock of certain rights to
purchase Class A common stock for a period expiring within 60 days issuance for
such distribution at less than the then current Sale Price of the Class A common
stock at the Time of Determination; and distributions to the holders of the
Company's Class A common stock of a portion of the Company's assets (including
shares of Capital Stock of a Subsidiary) or debt securities issued by the
Company or certain rights to purchase the Company's securities (excluding cash
dividends or other cash distributions from current or retained earnings unless
the annualized amount thereof per share exceeds 5% of the sale price of the
Company's Class A common stock on the day preceding the date of declaration of
such dividend or other distribution). However, no adjustment need be made if
Noteholders may participate in the transaction without conversion or in certain
other cases. The Company from time to time may voluntarily increase the
Conversion Rate.

                  If the Company is a party to a consolidation, merger or
binding share exchange or a transfer of all or substantially all of its assets,
or upon certain distributions described in the Indenture, the right to convert a
Note into Class A common stock may be changed into a right to convert it into
the kind and amount of securities, cash or other assets of the Company or
another person which the Holder would have received if the Holder had converted
the Holder's Notes immediately prior to the transaction.

                  In lieu of delivery of shares of the Company's Class A common
stock upon notice of conversion of any Notes (for all or any portion of the
Notes), the Company may elect to pay Holders surrendering Notes an amount in
cash per Note (or a portion of a Note) equal to the average sale price of the
Company's Class A common stock for the five consecutive Trading Days immediately
following either (a) the date of the notice of the Company's election to deliver
cash as described below if it has not given notice of redemption, or (b) the
Conversion Date, in the case of conversion following the notice of redemption
specifying that the Company intends to deliver cash upon conversion, in either
case multiplied by the Conversion Rate in effect on that date. The Company will
inform the Holders through the Trustee no later than two Business Days following
receipt of conversion notice of its election to deliver shares of the Company's
Class A common stock or to pay cash in lieu of delivery of the shares, unless
the Company has already informed Holders of its election in connection with the
optional redemption of the Notes. If the Company elects to deliver all of such
payment in shares of Class A common stock, the shares will be delivered through
the Conversion Agent no later than the fifth Business Day following the
Conversion Date. If the Company elects to pay all or a portion of such payment
in cash, the payment, including any delivery of the Class A common stock, will
be made to Holders surrendering Notes no later than the tenth Business Day
following the applicable Conversion Date. If an Event of Default, as described
in the Indenture (other than a default in a cash payment upon conversion of the
Notes), has occurred and is continuing, the Company may not pay cash upon
conversion of any Notes or portion of a Note (other than cash for fractional
shares).

         Event of Default

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

<PAGE>

         Amendment and Waiver

                  The Indenture permits, with certain exceptions (including
certain amendments permitted without the consent of any Holders and certain
amendments which require the consent of all the Holders) as therein provided,
the amendment thereof and the modification of the rights and obligations of the
Company and the rights of the Holders under the Indenture and the Notes at any
time by the Company and the Trustee with the consent of the Holders of at least
a majority in aggregate principal amount of the Notes at the time Outstanding.
The Indenture also contains provisions permitting the Holders of at least a
majority in aggregate principal amount of the Notes (100% of the Holders in
certain circumstances) at the time Outstanding, on behalf of the Holders of all
the Notes, to waive compliance by the Company with certain provisions of the
Indenture and the Notes and certain past Defaults under the Indenture and the
Notes and their consequences. Any such consent or waiver by or on behalf of the
Holder of this Note shall be conclusive and binding upon such Holder and upon
all future Holders of this Note and of any Note 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 Note.

                  No reference herein to the Indenture and no provision of this
Note or of the Indenture shall alter or impair the obligation of the Company or
any other obligor on the Notes (in the event such other obligor is obligated to
make payments in respect of the Notes), which is absolute and unconditional, to
pay the principal of, premium, if any, and interest on, this Note 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 Note is registrable in the
Note Register, upon surrender of this Note for registration of transfer at the
office or agency of the Company in the Borough of Manhattan, The City of New
York, duly endorsed by, or accompanied by a written instrument of transfer in
form satisfactory to the Company and the Note Registrar duly executed by, the
Holder hereof or its attorney duly authorized in writing, and thereupon one or
more new Notes, of authorized denominations and for the same aggregate principal
amount, will be issued to the designated transferee or transferees.

                  Certificated Notes shall be transferred to all beneficial
holders in exchange for their beneficial interests in the Global Notes, if any,
if (x) the Depositary notifies the Company that it is unwilling or unable to
continue as Depositary or if it ceases to be a clearing agency registered under
the Exchange Act and a successor Depositary is not appointed by the Company
within 90 days, (y) the Company decides to discontinue use of the system of
book-entry transfer though the Depositary (or any successor depositary) or (z)
there shall have occurred and be continuing an Event of Default and the Note
Registrar has received a request from the Depositary. Upon any such issuance,
the Trustee is required to register such certificated Notes in the name of, and
cause the same to be delivered to, such Person or Persons (or the nominee of any
thereof).

                  Notes in certificated form are issuable only in registered
form without coupons in denominations of $1,000 and any integral multiple
thereof. As provided in the Indenture and subject to certain limitations therein
set forth, the Notes are exchangeable for a like aggregate

<PAGE>

principal amount of Notes of a differing authorized denomination, as requested
by the Holder surrendering the same.

                  No service charge shall be made for any registration of
transfer or exchange of Notes, 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 Note 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 Note is registered as the owner hereof
for all purposes, whether or not this Note is overdue, and neither the Company,
the Trustee nor any such agent shall be affected by notice to the contrary.

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

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

<PAGE>

                                CONVERSION NOTICE

To convert this Note into Class A common stock of the Company, check the box:

                                       [ ]

To convert only part of this Note, state the principal amount to be converted
(which must be $1,000 or an integral multiple of $1,000):

$-----------------------------------

If you want the stock certificate made out in another person's name, fill in the
form below:

--------------------------------------------------------------------------------
(Insert other person's soc. sec. or tax ID no.)

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

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

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

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


                  (Print or type other person's name, address and zip code)

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

Date:                         Your Signature:
       ---------------------                 --------------------------------

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


<PAGE>

                       OPTION OF HOLDER TO ELECT PURCHASE

                  If you wish to have this Note purchased by the Company
pursuant to Section 1010 of the Indenture, check the Box: [ ].

                  If you wish to have a portion of this Security purchased by
the Company pursuant to Section 1010 as applicable, of the Indenture, state the
amount (in original principal amount):

                                $ ---------------



Date:                         Your Signature:
       ---------------------                 --------------------------------

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


Signature Guarantee:
                      ----------------------------------------------------------

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


<PAGE>

                  SECTION 2.3. Applicability of Provisions Regarding Form of
                               ---------------------------------------------
                               Subsidiary Guarantee.
                               ---------------------

                  Except as may be provided in a Future Supplemental Indenture,
with respect to the Notes and no other class or series of Securities issued
pursuant to the Indenture, Section 204 of the Base Indenture shall not apply.

                  SECTION 2.4. Applicability of Provisions Regarding Form of
                               ---------------------------------------------
                               Legend for Global Securities.
                               ----------------------------


                  Except as may be provided in a Future Supplemental Indenture,
with respect to the Notes and no other class or series of Securities issued
pursuant to the Indenture, Section 205 of the Base Indenture, shall not apply.

                  SECTION 2.5. Applicability of Provisions Regarding Form of
                               ---------------------------------------------
                               Trustee's Certificate of Authentication.
                               ---------------------------------------


                  Except as may be provided by a Future Supplemental Indenture,
for the sole benefit of the Holders of the Notes, Section 206 of the Base
Indenture, shall not apply to the Notes.

                  SECTION 2.6. Execution, Authentication, Delivery and
                               ---------------------------------------
                               Discharge.
                               ---------


         Except as may be provided in a Future Supplemental Indenture, with
respect to the Notes and no other class or series of Securities issued pursuant
to the Indenture, Section 303 of the Base Indenture shall be replaced in its
entirety with the following:

                  Section 303 Execution, Authentication, Delivery and Discharge.
                              -------------------------------------------------

                  The Notes shall be executed on behalf of the Company by one of
its Chairman of the Board, its President, its Chief Executive Officer, its Chief
Financial Officer or one of its Vice Presidents attested by its Secretary or one
of its Assistant Secretaries. The signatures of any of these officers on the
Notes may be manual or facsimile.

                  Notes 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 Notes or did
not hold such offices at the date of such Notes.

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

                  Each Note shall be dated the date of its authentication.


<PAGE>

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

                  In case the Company, pursuant to Article Eight, shall, in a
single transaction or through a series of related transactions, be consolidated
or merged with or into any other Person or shall sell, assign, convey, transfer,
lease or otherwise dispose of all or substantially all of its properties and
assets to any Person, and the successor Person resulting from such consolidation
or surviving such merger, or into which the Company shall have been merged, or
the successor Person which shall have participated in the sale, assignment,
conveyance, transfer, lease or other disposition as aforesaid, shall have
executed an indenture supplemental hereto with the Trustee pursuant to Article
Eight, any of the Notes authenticated or delivered prior to such consolidation,
merger, sale, assignment, conveyance, transfer, lease or other disposition may,
from time to time, at the request of the successor Person, be exchanged for
other Notes executed in the name of the successor Person with such changes in
phraseology and form as may be appropriate, but otherwise in substance of like
tenor as the Notes surrendered for such exchange and of like principal amount;
and the Trustee, upon Company Request of the successor Person, shall
authenticate and deliver Notes as specified in such request for the purpose of
such exchange. If Notes shall at any time be authenticated and delivered in any
new name of a successor Person pursuant to this Section 303 in exchange or
substitution for or upon registration of transfer of any Notes, such successor
Person, at the option of the Holders but without expense to them, shall provide
for the exchange of all Notes at the time Outstanding for Notes authenticated
and delivered in such new name.

                  The Trustee may appoint an authenticating agent acceptable to
the Company to authenticate Notes on behalf of the Trustee. Unless limited by
the terms of such appointment, an authenticating agent may authenticate Notes
whenever the Trustee may do so. Each reference in this Indenture to
authentication by the Trustee includes authentication by such agent. An
authenticating agent has the same rights as any Note Registrar or Paying Agent
to deal with the Company and its Affiliates.

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

                  SECTION 2.7. Registration, Registration of Transfer and
                               ------------------------------------------
                               Exchange.
                               --------


         Except as may be provided in a Future Supplemental Indenture, with
respect to the Notes and no other class or series of Securities issued pursuant
to the Indenture, Section 305 of the Base Indenture shall be replaced in its
entirety with the following:

                  Section 305. Registration, Registration of Transfer and
                               ------------------------------------------
                               Exchange.
                               --------


<PAGE>

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

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

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

                  At the option of the Holder, Notes may be exchanged for other
Notes of any authorized denomination or denominations, of a like aggregate
principal amount, upon surrender of the Notes to be exchanged at such office or
agency. Whenever any Notes are so surrendered for exchange, the Company shall
execute, and the Trustee shall (in accordance with a Company Order for the
authentication of such Notes) authenticate and make available for delivery,
Notes of the same series which the Holder making the exchange is entitled to
receive.

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

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

                  No service charge shall be made to a Holder for any
registration of transfer, exchange or redemption of Notes, except for any tax or
other governmental charge that may be imposed in connection therewith, other
than exchanges pursuant to Sections 303, 304, 305, 306, 906, 1010 or 1108 not
involving any transfer.

                  The Company shall not be required (a) to issue, register the
transfer of or exchange any Note during a period beginning at the opening of
business 15 days before the

<PAGE>

mailing of a notice of redemption of the Notes selected for redemption under
Section 1104 and ending at the close of business on the day of such mailing or
(b) to register the transfer of or exchange any Note so selected for redemption
in whole or in part, except the unredeemed portion of Notes being redeemed in
part.

                  Every Note shall be subject to the restrictions set forth in
this Section 305, and the Holder of each Note, by such Holder's acceptance
thereof (or interest therein), agrees to be bound by such restrictions on
transfer.

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

                  SECTION 2.8. Satisfaction and Discharge.
                               ---------------------------

                  Except as may be provided in a Future Supplemental Indenture,
with respect to the Notes and no other class or series of Securities issued
pursuant to the Indenture, Article Four of the Base Indenture shall be replaced
in its entirety with the following:

                                  ARTICLE FOUR

                           SATISFACTION AND DISCHARGE

                  Section 401. Satisfaction and Discharge of Indenture.
                               ---------------------------------------

                  When (i) the Company delivers to the Trustee all Notes then
Outstanding (other than Notes replaced pursuant to Section 306) for cancellation
or (ii) all Notes then Outstanding have become due and payable and the Company
irrevocably deposits with the Trustee, the Paying Agent (if the Paying Agent is
not the Company or any of its Affiliates) or the Conversion Agent cash or, if
expressly permitted by the terms of the Notes or the Indenture, Class A common
stock sufficient to pay all amounts due and owing on all Notes then Outstanding
(other than Notes replaced pursuant to Section 306), and if in either case the
Company pays all other sums payable hereunder by the Company, then this
Indenture shall, subject to Section 607, cease to be of further effect. The
Trustee shall join in the execution of a document prepared by the Company
acknowledging satisfaction and discharge of this Indenture on demand of the
Company accompanied by an Officers' Certificate and Opinion of Counsel and at
the cost and expense of the Company.

                  Section 402. Repayment to the Company.
                               ------------------------

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


<PAGE>

                  SECTION 2.9. Events of Default.
                               ------------------

                  Except as may be provided in a Future Supplemental Indenture,
with respect to the Notes and no other class or series of Securities issued
pursuant to the Indenture, Article Five of the Base Indenture shall be replaced
in its entirety with the following:

                                  ARTICLE FIVE

                                    REMEDIES

                  Section 501. Events of Default.
                               -----------------

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

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

                  (b) there shall be a default in the payment of the principal
of (or premium, if any, on) any Note at its Maturity (upon acceleration,
conversion, optional or mandatory redemption, required repurchase or otherwise)
(whether or not prohibited by the subordination provisions of this Indenture);
(c) (i) there shall be a default in the performance, or breach, of any covenant
or agreement of the Company under this Indenture (other than a default in the
performance, or breach, of a covenant or agreement which is specifically dealt
with in clause (a), (b) or in clause (ii), (iii) or (iv) of this clause (c)) and
such default or breach shall continue for a period of 60 days after written
notice has been given, by certified mail, (x) to the Company by the Trustee or
(y) to the Company and the Trustee by the Holders of at least 25% in aggregate
principal amount of the Notes then Outstanding; (ii) there shall be a default in
the performance or breach of the provisions of Article Eight; (iii) the Company
shall have failed to consummate a Change in Control Offer in accordance with the
provisions of Section 1010; or (iv) there shall have been a default by the
Company in the performance of its obligations with respect to Conversion rights;

                  (d) one or more defaults, individually or in the aggregate,
shall have occurred under any of the agreements, indentures or instruments under
which the Company or any Subsidiary then has outstanding Indebtedness in excess
of $20 million in principal amount, individually or in the aggregate, and either
(i) such default results from the failure to pay such Indebtedness at its stated
final maturity or (ii) such default or defaults resulted in the acceleration of
the maturity of such Indebtedness;

                  (e) one or more final judgments, orders or decrees (not
subject to appeal) of any court or regulatory or administrative agency for the
payment of money in excess of $20 million, either individually or in the
aggregate (exclusive of any portion of any such payment covered by insurance, if
and to the extent the insurer has acknowledged in writing its

<PAGE>

liability therefor), shall be rendered against the Company or any Subsidiary or
any of their respective properties and shall not be discharged or fully binded
and there shall have been a period of 60 consecutive days during which a stay of
enforcement of such judgment or order, by reason of an appeal or otherwise,
shall not be in effect;

                  (f) any holder or holders of at least $20 million in aggregate
principal amount of Indebtedness of the Company or any Subsidiary after a
default under such Indebtedness shall notify the Trustee of the intended sale or
disposition of any assets of the Company or any Subsidiary that have been
pledged to or for the benefit of such holder or holders to secure such
Indebtedness or shall commence proceedings, or take any action (including by way
of set-off), to retain in satisfaction of such Indebtedness or to collect on,
seize, dispose of or apply in satisfaction of Indebtedness, assets of the
Company or any Subsidiary (including funds on deposit or held pursuant to
lock-box and other similar arrangements);

                  (g) there shall have been the entry by a court of competent
jurisdiction of (i) a decree or order for relief in respect of the Company or
any Significant Subsidiary in an involuntary case or proceeding under any
applicable Bankruptcy Law or (ii) a decree or order adjudging the Company or any
Significant Subsidiary bankrupt or insolvent, or seeking reorganization,
arrangement, adjustment of or composition of or in respect of the Company or any
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 or any Significant Subsidiary or of any
substantial part of their respective properties, or ordering the winding up or
liquidation of their respective affairs, and any such decree or order for relief
shall continue to be in effect, or any such other decree or order shall be
unstayed and in effect, for a period of 60 consecutive days; or

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

                  Section 502. Acceleration of Maturity; Rescission and
                               ----------------------------------------
Annulment.
----------


                  If an Event of Default (other than an Event of Default
specified in Sections 501(g) and (h)) shall occur and be continuing with respect
to this Indenture, the Trustee or the Holders of not less than 25% in aggregate
principal amount of the Notes then Outstanding may, and the Trustee at the
request of such Holders shall, declare all unpaid principal of, premium, if any,
and

<PAGE>

accrued interest on all Notes to be due and payable immediately, by a notice in
writing to the Company (and to the Trustee if given by the Holders of the
Notes). Upon any such declaration, such principal, premium, if any, and interest
shall become due and payable immediately. If an Event of Default specified in
clause (g) or (h) of Section 501 occurs and is continuing, then all the Notes
shall ipso facto become and be due and payable immediately in an amount equal to
the principal amount of the Notes, together with accrued and unpaid interest, if
any, to the date the Notes become due and payable, without any declaration or
other act on the part of the Trustee or any Holder. Thereupon, the Trustee may,
at its discretion, proceed to protect and enforce the rights of the Holders of
the Notes by appropriate judicial proceedings.

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

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

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

                           (ii) all overdue interest on all then Notes then
                  Outstanding,

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

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


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

                  (c) all Events of Default, other than the non-payment of
principal of, premium, if any, and interest on the Notes which have become due
solely by such declaration of acceleration, have been cured or waived as
provided in Section 513. No such rescission shall affect any subsequent Default
or impair any right consequent thereon.

                  Section 503. Collection of Indebtedness and Suits for
                               ----------------------------------------
                               Enforcement by Trustee.
                               ----------------------

                  The Company covenants that if

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


<PAGE>

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

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

                  If the Company fails to pay such amounts forthwith upon such
demand, the Trustee, in its own name and as trustee of an express trust, may
institute a judicial proceeding for the collection of the sums so due and unpaid
and may prosecute such proceeding to judgment or final decree, and may enforce
the same against the Company or any other obligor upon the Notes and collect the
moneys adjudged or decreed to be payable in the manner provided by law out of
the property of the Company or any other obligor upon the Notes, wherever
situated.

                  If an Event of Default occurs and is continuing, the Trustee
may in its discretion proceed to protect and enforce its rights and the rights
of the Holders under this Indenture by such appropriate private or judicial
proceedings as the Trustee shall deem most effectual to protect and enforce 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 therein,
or to enforce any other proper remedy, or to enforce any other proper remedy,
subject however to Section 512. No recovery of any such judgment upon any
property of the Company shall affect or impair any rights, powers or remedies of
the Trustee or the Holders.

                  Section 504. Trustee May File Proofs of Claim.
                               --------------------------------

                  In case of the pendency of any receivership, insolvency,
liquidation, bankruptcy, reorganization, arrangement, adjustment, composition or
other judicial proceeding relative to the Company or any other obligor upon the
Notes or the property of the Company or of such other obligor or their
creditors, the Trustee (irrespective of whether the principal of the Notes shall
then be due and payable as therein expressed or by declaration or otherwise and
irrespective of whether the Trustee shall have made any demand on the Company
for the payment of overdue principal or interest) shall be entitled and
empowered, by intervention in such proceeding or otherwise,

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

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

<PAGE>

and any custodian, receiver, assignee, trustee, liquidator, sequestrator or
similar official in any such judicial proceeding is hereby authorized by each
Holder to make such payments to the Trustee and, in the event that the Trustee
shall consent to the making of such payments directly to the Holders, to pay the
Trustee any amount due it for the reasonable compensation, expenses,
disbursements and advances of the Trustee, its agents and counsel, and any other
amounts due the Trustee under Section 607.

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

                  Section 505. Trustee May Enforce Claims without Possession of
                               ------------------------------------------------
                               Notes.
                               -----


                  All rights of action and claims under this Indenture or the
Notes may be prosecuted and enforced by the Trustee without the possession of
any of the Notes or the production thereof in any proceeding relating thereto,
and any such proceeding instituted by the Trustee shall be brought in its own
name and as trustee of an express trust, and any recovery of judgment shall,
after provision for the payment of the reasonable compensation, expenses,
disbursements and advances of the Trustee, its agents and counsel, be for the
ratable benefit of the Holders of the Notes in respect of which such judgment
has been recovered.

                  Section 506. Application of Money Collected.
                               ------------------------------

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

                  FIRST: To the payment of all amounts due the Trustee under
Section 607;

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

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

                  Section 507. Limitation on Suits.
                               -------------------

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


<PAGE>

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

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

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

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

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

it being understood and intended that no one or more Holders shall have any
right in any manner whatever by virtue of, or by availing of, any provision of
this Indenture or any Note to affect, disturb or prejudice the rights of any
other Holders, or to obtain or to seek to obtain priority or preference over any
other Holders or to enforce any right under this Indenture or any Note, except
in the manner provided in this Indenture and for the equal and ratable benefit
of all the Holders.

                  Section 508. Unconditional Right of Holders to Receive
                               -----------------------------------------
                               Principal, Premium and Interest.
                               --------------------------------


                  Notwithstanding any other provision in this Indenture, the
Holder of any Note shall have the right based on the terms stated herein, which
is absolute and unconditional, to receive payment of the principal of, premium,
if any, and (subject to Section 309) interest on such Note on the respective
Stated Maturities expressed in such Note (or, in the case of redemption or
repurchase, on the Redemption Date or the repurchase date) and to institute suit
for the enforcement of any such payment, and such rights shall not be impaired
without the consent of such Holder.

                  Section 509. Restoration of Rights and Remedies.
                               ----------------------------------

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

                  Section 510. Rights and Remedies Cumulative.
                               ------------------------------

<PAGE>

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

                  Section 511. Delay or Omission Not Waiver.
                               ----------------------------

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

                  Section 512. Control by Holders.
                               ------------------

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

                  (a) such direction shall not be in conflict with any rule of
law or with this Indenture (including, without limitation, Section 507), expose
the Trustee to personal liability, or be unduly prejudicial to Holders not
joining therein; and

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

                  Section 513. Waiver of Past Defaults.
                               -----------------------

                  The Holders of not less than a majority in aggregate principal
amount of the Notes then Outstanding may on behalf of the Holders of all Notes
then Outstanding waive any past Default hereunder and its consequences, except a
Default

                  (a) in the payment of the principal amount at maturity,
accrued and unpaid interest, redemption price, Change in Control Purchase Price
or obligation to deliver Class A common stock (or cash in lieu thereof) upon
conversion with respect to any Note (which may only be waived with the consent
of each Holder of the Notes affected); or

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

                  Upon any such waiver, such Default shall cease to exist, and
any Event of Default arising therefrom shall be deemed to have been cured, for
every purpose of this Indenture; but no

<PAGE>

such waiver shall extend to any subsequent or other Default or impair any right
consequent thereon.

                  Section 514. Undertaking for Costs.
                               ---------------------

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

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

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

                  Section 516. Remedies Subject to Applicable Law.
                               ----------------------------------

                  All rights, remedies and powers provided by this Article Five
may be exercised only to the extent that the exercise thereof does not violate
any applicable provision of law in the premises, and all the provisions of this
Indenture are intended to be subject to all applicable mandatory provisions of
law which may be controlling in the premises and to be limited to the extent
necessary so that they will not render this Indenture invalid, unenforceable or
not entitled to be recorded, registered or filed under the provisions of any
applicable law.

         SECTION 2.10. Merger, Conversion, Consolidation or Succession to
                       ---------------------------------------------------
                       Business.
                       ---------

         Except as may be provided in a Future Supplemental Indenture, with
respect to the Notes and no other class or series of Securities issued pursuant
to the Indenture, Section 612 of the Base Indenture shall be amended by
replacing the word "night" where it appears in the second paragraph of such
section with the word "right."


<PAGE>

         SECTION 2.11. Applicability of Provisions Regarding Appointment of
                       ----------------------------------------------------
                       Authenticating Agent.
                       ---------------------

         Except as may be provided in a Future Supplemental Indenture, with
respect to the Notes and no other class or series of Securities issued pursuant
to the Indenture, Section 614 of the Base Indenture shall not apply to the
Notes.

         SECTION 2.12. Consolidation, Merger, Sale or Conveyance.
                       ------------------------------------------

                  Except as may be provided in a Future Supplemental Indenture,
with respect to the Notes and no other class or series of Securities issued
pursuant to the Indenture, Article Eight of the Base Indenture shall be replaced
in its entirety with the following:

                                  ARTICLE EIGHT

                    CONSOLIDATION, MERGER, SALE OR CONVEYANCE

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

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

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

                           (ii) immediately before and immediately after giving
                  effect to such transaction on a pro forma basis (and treating
                  any Indebtedness not previously an obligation of the Company
                  or any of its Subsidiaries which becomes the


<PAGE>

                  obligation of the Company or any of its Subsidiaries as a
                  result of such transaction as having been incurred at the time
                  of such transaction), no Default or Event of Default will have
                  occurred and be continuing;

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

                  Section 802. Successor Substituted.
                               ---------------------

                  Upon any consolidation or merger, or any sale, assignment,
conveyance, transfer, lease or disposition of all or substantially all of the
properties and assets of the Company in accordance with Section 801, the
successor Person formed by such consolidation or into which the Company is
merged or the successor Person to which such sale, assignment, conveyance,
transfer, lease or disposition is made shall succeed to, and be substituted for,
and may exercise every right and power of, the Company under this Indenture
and/or the Notes, as the case may be, with the same effect as if such successor
had been named as the Company herein and/or in the Notes, as the case may be,
and the Company shall be discharged from all obligations and covenants under
this Indenture and the Notes; provided that in the case of a transfer by lease
or a sale of substantially all of the assets of the Company that results in the
sale, assignment, conveyance, transfer or other disposition of assets
constituting or accounting for less than 95% of the consolidated assets,
revenues or Consolidated Net Income (Loss) of the Company, the predecessor shall
not be released from the payment of principal and interest on the Notes.

         SECTION 2.13. Supplemental Indentures.
                       ------------------------

                  Except as may be provided in a Future Supplemental Indenture,
with respect to the Notes and no other class or series of Securities issued
pursuant to the Indenture, Article Nine of the Base Indenture shall be replaced
in its entirety with the following:

                                  ARTICLE NINE

                             SUPPLEMENTAL INDENTURES

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

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

<PAGE>

                  (a) to cure any ambiguity, omission, defect or inconsistency;

                  (b) to comply with Article Eight or Section 1714 of this
Indenture;

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

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

                  (e) to make any change to comply with the Trust Indenture Act,
or any amendment thereto, or to comply with any requirement or request of the
Commission in connection with the qualification of the Indenture under the Trust
Indenture Act; or

                  (f) to make any change that does not adversely affect the
rights of any Holders (it being understood that any amendment described in
clause (a) above made solely to conform this Indenture to the final offering
memorandum provided to investors in connection with the offering of the Notes
will be deemed not to adversely affect the rights or interests of Holders);

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

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

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

                  Except as permitted by Section 901, with the consent of the
Holders of at least a majority in aggregate principal amount of the Notes then
Outstanding, by Act of said Holders delivered to the Company and the Trustee,
the Company, when authorized by Board Resolutions, and the Trustee may (i) enter
into an indenture or indentures supplemental hereto or agreements or other
instruments with respect to any guarantee in form and substance satisfactory to
the Trustee, for the purpose of adding any provisions to or amending, modifying
or changing in any manner or eliminating any of the provisions of this Indenture
or the Notes (including but not limited to, for the purpose of modifying in any
manner the rights of the Holders under this Indenture or the Notes) or (ii)
waive compliance with any provision in this Indenture or the Notes (other than
waivers of past Defaults covered by Section 513 and waivers of covenants which
are covered by Section 1012; provided, however, that no such supplemental
indenture,

<PAGE>

agreement or instrument shall, without the consent of the Holder of each Note
then Outstanding affected thereby:

                  (a) change the provisions of this Indenture that relate to
modifying or amending this Indenture;

                  (b) reduce the principal amount, change the manner of
calculation or the rate of accrual of Interest or change the Stated Maturity of
principal or interest on any Note;

                  (c) reduce the Redemption Price, or Change in Control Purchase
Price of any Note;

                  (d) make any Note payable in money or securities other than
that stated in the Note;

                  (e) make any change in Section 508, Section 513 or this
Section 902, except to increase any percentage set forth therein;

                  (f) make any change that adversely affects the right to
convert any Note;

                  (g) increase the Conversion Price, except as allowed by the
Notes or hereunder;

                  (h) make any change that adversely affects the right to
require the Company to purchase the Notes in accordance with the terms thereof
and this Indenture;

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

                  (j) impair the right to institute suit for the enforcement of
any payment with respect to the Notes or with respect to conversion of, the
Notes.

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

                  A Future Supplemental Indenture which changes or eliminates
any covenant or other provision of the Base Indenture which has been expressly
included solely for the benefit of one or more particular series of Securities
(other than the Notes) under the Indenture, or which modifies the rights of the
holders of Securities (other than the Notes) with respect to such covenant or
provision shall be deemed not to affect the rights of the Noteholders.

                  Upon a Company Request accompanied by a copy of a Board
Resolution authorizing the execution of any such Future Supplemental Indenture,
and upon the filing with the Trustee of evidence of the consent of Holders as
aforesaid, the Trustee shall join with the Company in the execution of Such
Future Supplemental Indenture.


<PAGE>

                  It shall not be necessary for any Act of Holders under this
Section 902 to approve the particular form of any proposed supplemental
indenture or agreement, but it shall be sufficient if such Act shall approve the
substance thereof.

                  Section 903. Execution of Supplemental Indentures and
                               ----------------------------------------
                               Agreements.
                               -----------

                  In executing, or accepting the additional trusts created by,
any supplemental indenture, agreement, instrument or waiver permitted by this
Article Nine or the modifications thereby of the trusts created by this
Indenture, the Trustee shall be entitled to receive, and (subject to Trust
Indenture Act Sections 315(a) through 315(d) and Section 603(a) hereof) shall be
fully protected in relying upon, an Opinion of Counsel and an Officers'
Certificate stating that the execution of such supplemental indenture, agreement
or instrument (a) is authorized or permitted by this Indenture and (b) does not
violate the provisions of any agreement or instrument evidencing any other
Indebtedness of the Company or any Subsidiary. The Trustee may, but shall not be
obligated to, enter into any such supplemental indenture, agreement or
instrument which affects the Trustee's own rights, duties or immunities under
this Indenture 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 Notes theretofore or thereafter authenticated and delivered
hereunder shall be bound thereby.

                  Section 905. Conformity with Trust Indenture Act.
                               -----------------------------------

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

                  Section 906. Reference in Notes to Supplemental Indentures.
                               ---------------------------------------------

                  Notes authenticated and delivered after the execution of any
supplemental indenture pursuant to this Article Nine may, and shall if required
by the Trustee, bear a notation in form approved by the Trustee as to any matter
provided for in such supplemental indenture. If the Company shall so determine,
new Notes so modified as to conform, in the opinion of the Trustee and the Board
of Directors, to any such supplemental indenture may be prepared and executed by
the Company and authenticated and delivered by the Trustee in exchange for Notes
then Outstanding.

                  Section 907. Notice of Supplemental Indentures.
                               ---------------------------------

                  Promptly after the execution by the Company and the Trustee of
any supplemental indenture pursuant to the provisions of Section 902, the
Company shall give notice thereof to the Holders of each Note then Outstanding
affected, in the manner provided for in Section 106, setting forth in general
terms the substance of such supplemental indenture. Any failure of the Company
to mail such notice, or any defect therein, shall not, however, in any way
impair or affect the validity of any such supplemental indenture.

<PAGE>

         SECTION 2.14. Application of Certain Sections of the Indenture
                       ------------------------------------------------
                       Regarding Covenants of the Company.
                       -----------------------------------

                  The provisions of Section 1006, 1007, 1008 and 1009 of the
Indenture shall not apply to the Notes or the Holders.

         SECTION 2.15. Purchase of Notes upon a Change in Control.
                       -------------------------------------------

                  Except as may be provided in a Future Supplemental Indenture,
with respect to the Notes and no other class or series of Securities issued
pursuant to the Indenture, a new Section 1010 shall be added to added to the
Indenture as follows:

                  Section 1010. Purchase of Notes upon a Change in Control.
                                ------------------------------------------

                  (a) If a Change in Control shall occur at any time, then each
Holder shall have the right to require that the Company purchase such Holder's
Notes in whole or in part in integral multiples of $1,000, at a purchase price
(the "Change in Control Purchase Price") in cash in an amount equal to 100% of
the principal amount of such Notes, plus accrued and unpaid interest, if any, to
(but excluding) the date of purchase (the "Change in Control Purchase Date"),
pursuant to the offer described below in this Section 1010 (the "Change in
Control Offer") and in accordance with the other procedures set forth this
Section 1010.

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

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

                      (2)      the date by which the Change in Control Purchase
                               Notice pursuant to this Section 1010 must be
                               given;

                      (3)      the Change in Control Purchase Date;

                      (4)      the Change in Control Purchase Price and, to the
                               extent known at the time of such notice, the
                               amount of interest, if any, that will be accrued
                               and payable with respect to the Notes as of the
                               Change in Control Purchase Date;

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

                      (6)      the Conversion Rate and any adjustments thereto
                               resulting from the Change in Control;

                      (7)      that Notes as to which a Change in Control
                               Purchase Notice has been given may be converted
                               pursuant to Article 17 hereof only if the


<PAGE>

                               Change in Control Purchase Notice has been
                               withdrawn in accordance with the terms of this
                               Indenture;

                      (8)      that Notes must be surrendered to the Paying
                               Agent to collect payment of the Change in Control
                               Purchase Price;

                      (9)      that the Change in Control Purchase Price for any
                               Note as to which a Change in Control Purchase
                               Notice has been duly given and not withdrawn,
                               together with any accrued interest payable with
                               respect thereto, will be paid promptly following
                               the Change in Control Purchase;

                      (10)     briefly, the procedures the Holder must follow to
                               exercise rights under this Section 1010;

                      (11)     briefly, the conversion rights of the Notes;

                      (12)     the procedures for withdrawing a Change in
                               Control Purchase Notice;

                      (13)     that, unless the Company defaults in making
                               payment of such Change in Control Purchase Price,
                               interest on Notes surrendered for purchase will
                               cease to accrue on and after the Change in
                               Control Purchase Date; and

                      (14)     the CUSIP number of the Notes.

                  (c) A Holder may exercise its rights specified in Section
1010(a) upon delivery of a written notice of purchase (a "Change in Control
                                                         ------------------
Purchase Notice") to the Paying Agent at any time prior to the close of business
----------------
on the Change in Control Purchase Date, stating:

                      (1)      if certificated Notes have been issued, the
                               certificate number of the Note which the Holder
                               will deliver to be purchased;

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

                      (3)      that such Note shall be purchased pursuant to the
                               terms and conditions specified in the Notes.

                  The delivery of such Note to the Paying Agent prior to or on
the Change in Control Purchase Date (together with all necessary endorsements)
at the offices of the Paying Agent shall be a condition to the receipt by the
Holder of the Change in Control Purchase Price therefor; provided, however, that
such Change in Control Purchase Price shall be so paid pursuant to this Section
1010 only if the Note so delivered to the Paying Agent shall conform in all
respects to the description thereof set forth in the related Change in Control
Purchase Notice.


<PAGE>

                  (d) Upon receipt by the Company of the proper tender of Notes,
the Holder of the Note in respect of which such proper tender was made shall
(unless the tender of such Note is properly withdrawn) thereafter be entitled to
receive solely the Change in Control Purchase Price with respect to such Note.
Upon surrender of any such Note for purchase in accordance with the foregoing
provisions, such Note shall be paid by the Company at the Change in Control
Purchase Price; provided, however, that installments of interest whose Stated
Maturity is on or prior to the Change in Control Purchase Date shall be payable
to the Holders of such Notes, or one or more Predecessor Notes, registered as
such on the relevant Regular Record Dates according to the terms and the
provisions of Section 309. If any Note tendered for purchase in accordance with
the provisions of this Section 1010 shall not be so paid upon surrender thereof,
the principal thereof (and premium, if any, thereon) shall, until paid, bear
interest from the Change in Control Purchase Date at the rate borne by such
Note. Holders electing to have Notes purchased will be required to surrender
such Notes to the Paying Agent at the address specified in the Change in Control
Purchase Notice at least one Business Day prior to the Change in Control
Purchase Date. Any Note that is to be purchased only in part shall be
surrendered to a Paying Agent at the office of such Paying Agent (with, if the
Company, the Note Registrar or the Trustee so requires, due endorsement by, or a
written instrument of transfer in form satisfactory to the Company and the Note
Registrar or the Trustee, as the case may be, duly executed by, the Holder
thereof or such Holder's attorney duly authorized in writing), and the Company
shall execute and the Trustee shall authenticate and deliver to the Holder of
such Note, without service charge, one or more new Notes of any authorized
denomination as requested by such Holder in an aggregate principal amount equal
to, and in exchange for, the portion of the principal amount of the Note so
surrendered that is not purchased.

                  (e) The Company shall (i) not later than the Change in Control
Purchase Date, accept for payment Notes or portions thereof tendered pursuant to
the Change in Control Offer, (ii) not later than 10:00 a.m. (New York time) on
the Change in Control Purchase Date, deposit with the Trustee or with a Paying
Agent an amount of money in same day funds sufficient to pay the aggregate
Change in Control Purchase Price of all the Notes or portions thereof which are
to be purchased as of the Change in Control Purchase Date and (iii) not later
than 10:00 a.m. (New York time) on the Change in Control Purchase Date, deliver
to the Paying Agent an Officers' Certificate stating the Notes or portions
thereof accepted for payment by the Company. The Paying Agent shall promptly
mail or deliver to Holders of Notes so accepted payment in an amount equal to
the Change in Control Purchase Price of the Notes purchased from each such
Holder, and the Company shall execute and the Trustee shall promptly
authenticate and mail or deliver to such Holders a new Note equal in principal
amount to any unpurchased portion of the Note surrendered. Any Notes not so
accepted shall be promptly mailed or delivered by the Paying Agent at the
Company's expense to the Holder thereof. The Company will publicly announce the
results of the Change in Control Offer on the Change in Control Purchase Date.
For purposes of this Section 1010, the Company shall choose a Paying Agent which
shall not be the Company.

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

<PAGE>

                      (1)      the name of the Holder;

                      (2)      if certificated Notes have been issued, the
                               certificate number of the Note in respect of
                               which such notice of withdrawal is being
                               submitted;

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

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

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

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

                  (h) The Company shall comply, to the extent applicable, with
the applicable tender offer rules, including Rule 14e-1 under the Exchange Act,
and any other applicable securities laws or regulations in connection with a
Change in Control Offer.

                  (i) Notwithstanding the foregoing, the Company will not be
required to make a Change in Control Offer if a third party makes the Change in
Control Offer, in the manner, at the times and otherwise in compliance with the
requirements set forth in this Indenture applicable to a Change in Control Offer
made by the Company and purchases all the Notes validly tendered and not
withdrawn under such Change in Control Offer.

         SECTION 2.16. Provision of Financial Statements.
                       ----------------------------------

                  Except as may be provided in a Future Supplemental Indenture,
with respect to the Notes and no other class or series of Securities issued
pursuant to the Indenture, a new Section 1011 shall be added to added to the
Indenture as follows:

                  Section 1011 Provision of Financial Statements.
                               ---------------------------------

                  Whether or not the Company is subject to Section 13(a) or
15(d) of the Exchange Act, the Company will, to the extent permitted under the
Exchange Act, file with the Commission the annual reports, quarterly reports and
other documents which the Company


<PAGE>

would have been required to file with the Commission pursuant to Sections 13(a)
or 15(d) if the Company were so subject, such documents to be filed with the
Commission on or prior to the date (the "Required Filing Date") by which the
Company would have been required so to file such documents if the Company were
so subject. The Company will also in any event (x) within 15 days of each
Required Filing Date (i) transmit by mail to all Holders, as their names and
addresses appear in the Note Register, without cost to such Holders and (ii)
file with the Trustee copies of the annual reports, quarterly reports and other
documents which the Company would have been required to file with the Commission
pursuant to Sections 13(a) or 15(d) of the Exchange Act if the Company were
subject to either of such Sections and (y) if filing such documents by the
Company and with the Commission is not permitted under the Exchange Act,
promptly upon written request and payment of the reasonable cost of duplication
and delivery, supply copies of such documents to any prospective Holder at the
Company's cost.

         SECTION 2.17. Waiver of Certain Covenants.
                       ----------------------------

                  Except as may be provided in a Future Supplemental Indenture,
with respect to the Notes and no other class or series of Securities issued
pursuant to the Indenture, a new Section 1012 shall be added to added to the
Indenture as follows:

                  Section 1012 Waiver of Certain Covenants.

                  The Company may omit in any particular instance to comply with
any covenant or condition set forth in Sections 1004 and 1011, if, before or
after the time for such compliance, the Holders of not less than a majority in
aggregate principal amount of the Notes at the time Outstanding shall, by Act of
such Holders, waive such compliance in such instance with such covenant or
provision, but no such waiver shall extend to or affect such covenant or
condition except to the extent so expressly waived, and, until such waiver shall
become effective, the obligations of the Company and the duties of the Trustee
in respect of any such covenant or condition shall remain in full force and
effect.

         SECTION 2.18. Redemption of Notes.
                       --------------------

                  Except as may be provided in a Future Supplemental Indenture,
with respect to the Notes and no other class or series of Securities issued
pursuant to the Indenture, Article Eleven of the Base Indenture shall be
replaced in its entirety with the following:

                                   ARTICLE 11

                             REDEMPTION OF THE NOTES

                  Section 1101. Rights of Redemption.
                                --------------------

                  The Notes are subject to redemption at any time on or after
May 7, 2005, at the option of the Company, in whole or in part, subject to the
conditions, and at the Redemption Price, specified in the form of Note, together
with accrued and unpaid interest, if any, to (but excluding) the Redemption Date
(subject to the right of Holders of record on relevant Regular Record Dates and
Special Record Dates to receive interest due on relevant Interest Payment Dates
and Special Payment Dates).

<PAGE>

                  Section 1102. Applicability of Article.
                                ------------------------

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

                  Section 1103. Election to Redeem; Notice to Trustee.
                                -------------------------------------

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

                  Section 1104. Selection by Trustee of Notes to Be Redeemed.
                                --------------------------------------------

                  If less than all the Notes are to be redeemed, the Trustee
will select the Notes to be redeemed by lot, or in its discretion, on a pro rata
basis.

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

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

                  Section 1105. Notice of Redemption.
                                --------------------

                  Notice of redemption shall be given by first-class mail,
postage prepaid, mailed not less than 30 days nor more than 60 days prior to the
Redemption Date, to each Holder of Notes to be redeemed, at its address
appearing in the Note Register.

                  All notices of redemption shall state:

                  (a)      the Redemption Date;

                  (b)      the Redemption Price;

                  (c)      the Conversion Rate;

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

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


<PAGE>

                  (f) that Holders who want to convert Notes must satisfy the
requirements set forth under the heading "Conversion" in the Notes;

                  (g) if less than all Notes then Outstanding are to be
redeemed, the identification of the particular Notes to be redeemed;

                  (h) in the case of a Note to be redeemed in part, the
principal amount of such Note to be redeemed and that after the Redemption Date
upon surrender of such Note, new Note or Notes in the aggregate principal amount
equal to the unredeemed portion thereof will be issued;

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

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

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

                  (l) the CUSIP number, if any, relating to such Notes; and

                  (m) the procedures that a Holder must follow to surrender the
Notes to be redeemed.

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

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

                  Section 1106. Deposit of Redemption Price.
                                ---------------------------

                  On or prior to any Redemption Date, the Company shall deposit
with the Trustee or with a Paying Agent (or, if the Company or any of its
Affiliates is acting as Paying Agent, segregate and hold in trust as provided in
Section 1003) an amount of money in same day funds sufficient to pay the
Redemption Price of, and (except if the Redemption Date shall be an Interest
Payment Date or Special Payment Date) accrued interest on, all the Notes or
portions thereof which are to be redeemed on that date. The Paying Agent shall
promptly mail or deliver

<PAGE>

to Holders of Notes so redeemed payment in an amount equal to the Redemption
Price of the Notes purchased from each such Holder. All money, if any, earned on
funds held in trust by the Trustee or any Paying Agent shall be remitted to the
Company. For purposes of this Section 1106, the Company shall choose a Paying
Agent which shall not be the Company.

                  Section 1107. Notes Payable on Redemption Date.

                  Notice of redemption having been given as aforesaid, the Notes
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 Notes shall cease to bear interest. Holders will be required to
surrender the Notes to be redeemed to the Paying Agent at the address specified
in the notice of redemption at least one Business Day prior to the Redemption
Date. Upon surrender of any such Note for redemption in accordance with said
notice, such Note shall be paid by the Company at the Redemption Price together
with accrued interest to the Redemption Date; provided, however, that
installments of interest whose Stated Maturity is on or prior to the Redemption
Date shall be payable to the Holders of such Notes, or one or more Predecessor
Notes, registered as such on the relevant Regular Record Dates and Special
Record Dates according to the terms and the provisions of Section 309.

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

                  Section 1108. Notes Redeemed or Purchased in Part.
                                -----------------------------------

                  Any Note which is to be redeemed or purchased only in part
(whether pursuant to this Article Eleven or to Section 1010 hereof) shall be
surrendered to the Paying Agent at the office or agency maintained for such
purpose pursuant to Section 1002 (with, if the Company, the Note Registrar or
the Trustee so requires, due endorsement by, or a written instrument of transfer
in form satisfactory to the Company, the Note Registrar or the Trustee, as the
case may be, duly executed by, the Holder thereof or such Holder's attorney duly
authorized in writing), and the Company shall execute, and the Trustee shall
authenticate and deliver to the Holder of such Note without service charge, a
new Note or Notes, 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 Note so surrendered that is not redeemed or purchased.

         SECTION 2.19.     Subordination of the Notes.
                           ---------------------------

                  Except as may be provided in a Future Supplemental Indenture,
with respect to the Notes and no other class or series of Securities issued
pursuant to the Indenture, Article Twelve of the Base Indenture shall be
replaced in its entirety with the following:

                                   ARTICLE 12

                           SUBORDINATION OF THE NOTES

<PAGE>

                  Section 1201. Notes Subordinate to Senior Indebtedness.
                                ----------------------------------------

                  The Company covenants and agrees, and each Holder of a Note,
by his acceptance thereof, likewise covenants and agrees, that, to the extent
and in the manner hereinafter set forth in this Article, the Indebtedness
represented by the Notes and the payment of the principal of, premium, if any,
and interest on, the Notes are hereby expressly made subordinate and subject in
right of payment as provided in this Article to the prior payment in full of all
Senior Indebtedness.

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

                  Section 1202. Payment Over of Proceeds Upon Dissolution, etc.
                                -----------------------------------------------

                  In the event of (a) any insolvency or bankruptcy case or
proceeding, or any receivership, liquidation, reorganization or other similar
case or proceeding in connection therewith, relative to the Company or its
assets, or (b) any liquidation, dissolution or other winding up of the Company,
whether voluntary or involuntary, or whether or not involving insolvency or
bankruptcy, or (c) any assignment for the benefit of creditors or any other
marshaling of assets or liabilities of the Company, then and in any such event:

                      (1) the holders of Senior Indebtedness shall be entitled
         to receive payment in full of all amounts due on or in respect of
         Senior Indebtedness before the Holders of the Notes are entitled to
         receive any payment or distribution of any kind or character (excluding
         securities of the Company or any other corporation that are equity
         securities or are subordinated in right of payment to all Senior
         Indebtedness, that may be outstanding, to substantially the same extent
         as, or to a greater extent than, the Notes are so subordinated as
         provided in this Article ("Permitted Junior Notes")) on account of the
         principal of, premium, if any, or interest on the Notes or on account
         of the purchase, redemption, other acquisition or conversion of, or in
         respect of, the Notes; and

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

<PAGE>

                  (3) in the event that, notwithstanding the foregoing
         provisions of this Section, the Trustee or the Holder of any Note shall
         have received any payment or distribution of assets of the Company of
         any kind or character, whether in cash, property or securities
         (excluding Permitted Junior Notes), in respect of principal, premium,
         if any, and interest on the Notes before all Senior Indebtedness is
         paid in full, then and in such event such payment or distribution
         (excluding Permitted Junior Notes) shall be paid over or delivered
         forthwith to the trustee in bankruptcy, receiver, liquidating trustee,
         custodian, assignee, agent or other Person making payments or
         distributions of assets of the Company for application to the payment
         of all Senior Indebtedness remaining unpaid, to the extent necessary to
         pay all Senior Indebtedness in full after giving effect to any
         concurrent payment or distribution to or for the holders of Senior
         Indebtedness.

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

                  Section 1203. Suspension of Payment When Designated Senior
                                --------------------------------------------
                                Indebtedness in Default.
                                ------------------------

                  (a) Unless Section 1202 shall be applicable, upon the
occurrence and during the continuance of any default in the payment of any
Designated Senior Indebtedness beyond any applicable grace period (a "Payment
Default") and after the receipt by the Trustee from a Senior Representative of
any Designated Senior Indebtedness of written notice of such default, no payment
(other than amounts previously set aside with the Trustee or payments previously
made, in either case, pursuant to Section 402 or 403 in this Indenture) or
distribution of any assets of the Company or any Subsidiary of any kind or
character (excluding Permitted Junior Notes) may be made by the Company on
account of the principal of, premium, if any, or interest on, the Notes, or on
account of the purchase, redemption, other acquisition or conversion of or in
respect of, the Notes unless and until such Payment Default shall have been
cured or waived or shall have ceased to exist or such Designated Senior
Indebtedness shall have been discharged or paid in full, after which the Company
shall (subject to the other provisions of this Article Twelve) resume making any
and all required payments in respect of the Notes, including any missed
payments.

                  (b) Unless Section 1202 shall be applicable, (1) upon the
occurrence and during the continuance of any non-payment default with respect to
any Designated Senior Indebtedness pursuant to which the maturity thereof may
then be accelerated immediately (a "Non-payment Default") and (2) after the
receipt by the Trustee and the Company from a Senior Representative of any
Designated Senior Indebtedness of written notice of such Non-payment

<PAGE>

Default, no payment (other than any amounts previously set aside with the
Trustee, or payments previously made, in either case, pursuant to the provisions
of Sections 402 or 403 in this Indenture) or distribution of any assets of the
Company of any kind or character (excluding Permitted Junior Notes) may be made
by the Company or any Subsidiary on account of the principal of, premium, if
any, or interest on, the Notes, or on account of the purchase, redemption, other
acquisition or conversion of, or in respect of, the Notes for the period
specified below ("Payment Blockage Period").

                  (c) The Payment Blockage Period shall commence upon the
receipt of notice of the Non-payment Default by the Trustee and the Company from
a Senior Representative and shall end on the earliest of (i) the 179th day after
such commencement, (ii) the date on which such Non-payment Default (and all
other Non-payment Defaults as to which notice is given after such Payment
Blockage Period is initiated) is cured, waived or ceases to exist or on which
such Designated Senior Indebtedness is discharged or paid in full, or (iii) the
date on which such Payment Blockage Period (and all Non-payment Defaults as to
which notice is given after such Payment Blockage Period is initiated) shall
have been terminated by written notice to the Company or the Trustee from the
Senior Representative initiating such Payment Blockage Period, after which, in
the case of clauses (i), (ii) and (iii), the Company shall promptly resume
making any and all required payments in respect of the Notes, including any
missed payments. In no event will a Payment Blockage Period extend beyond 179
days from the date of the receipt by the Company and the Trustee of the notice
initiating such Payment Blockage Period (such 179-day period referred to as the
"Initial Period"). Any number of notices of Non-payment Defaults may be given
during the Initial Period; provided that during any period of 365 consecutive
days only one Payment Blockage Period, during which payment of principal of,
premium, if any, or interest on, the Notes may not be made, may commence and the
duration of such period may not exceed 179 days. No Non-payment Default with
respect to any Designated Senior Indebtedness that existed or was continuing on
the date of the commencement of any Payment Blockage Period will be, or can be,
made the basis for the commencement of a second Payment Blockage Period, whether
or not within a period of 365 consecutive days, unless such default has been
cured or waived for a period of not less than 90 consecutive days. The Company
shall deliver a notice to the Trustee promptly after the date on which any
Non-payment Default is cured or waived or ceases to exist or on which the
Designated Senior Indebtedness related thereto is discharged or paid in full,
and the Trustee is authorized to act in reliance on such notice.

                  (d) In the event that, notwithstanding the foregoing, the
Company shall make any payment to the Trustee or the Holder of any Note
prohibited by the foregoing provisions of this Section, then and in such event
such payment shall be paid over and delivered forthwith to a Senior
Representative of the holders of the Designated Senior Indebtedness or as a
court of competent jurisdiction shall direct.

                  Section 1204. Payment Permitted if No Default.
                                -------------------------------

                  Nothing contained in this Article, elsewhere in this Indenture
or in any of the Notes shall prevent the Company, at any time except during the
pendency of any case, proceeding, dissolution, liquidation or other winding-up,
assignment for the benefit of creditors or other marshaling of assets and
liabilities of the Company referred to in Section 1202 or under


<PAGE>

the conditions described in Section 1203, from making payments at any time of
principal of, premium, if any, or interest on the Notes.

                  Section 1205. Subrogation to Rights of Holders of Senior
                                ------------------------------------------
                                Indebtedness.
                                -------------

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

                  Section 1206. Provisions Solely to Define Relative Rights.
                                -------------------------------------------

                  The provisions of this Article are intended solely for the
purpose of defining the relative rights of the Holders of the Notes on the one
hand and the holders of Senior Indebtedness on the other hand. Nothing contained
in this Article or elsewhere in this Indenture or in the Notes is intended to or
shall (a) impair, as among the Company, its creditors other than holders of
Senior Indebtedness and the Holders of the Notes, the obligation of the Company,
which is absolute and unconditional, to pay to the Holders of the Notes the
principal of, premium, if any, and interest on, the Notes as and when the same
shall become due and payable in accordance with their terms; or (b) affect the
relative rights against the Company or the Holders of the Notes and creditors of
the Company other than the holders of Senior Indebtedness; or (c) prevent the
Trustee or the Holder of any Note from exercising all remedies otherwise
permitted by applicable law upon default under this Indenture, subject to the
rights, if any, under this Article of the holders of Senior Indebtedness (1) in
any case, proceeding, dissolution, liquidation or other winding up, assignment
for the benefit of creditors or other marshaling of assets and liabilities of
the Company referred to in Section 1202, to receive, pursuant to and in
accordance with such Section, cash, property and securities otherwise payable or
deliverable to the Trustee or such Holder, or (2) under the conditions specified
in Section 1303, to prevent any payment prohibited by such Section or enforce
their rights pursuant to Section 1303(d).

                  Section 1207. Trustee to Effectuate Subordination.
                                -----------------------------------

                  Each Holder of a Note by his acceptance thereof authorizes and
directs the Trustee on his behalf to take such action as may be necessary or
appropriate to effectuate the subordination provided in this Article and
appoints the Trustee his attorney-in-fact for any and all such purposes,
including, in the event of any dissolution, winding-up, liquidation or
reorganization of the Company whether in bankruptcy, insolvency, receivership
proceedings, or otherwise, the timely filing of a claim for the unpaid balance
of the indebtedness of the Company


<PAGE>

owing to such Holder in the form required in such proceedings and the causing of
such claim to be approved.

                  Section 1208. No Waiver of Subordination Provisions.
                                -------------------------------------

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

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

                  Section 1209. Notice to Trustee.
                                -----------------

                  (a) The Company shall give prompt written notice to the
Trustee of any fact known to the Company which would prohibit the making of any
payment to or by the Trustee in respect of the Notes. Notwithstanding the
provisions of this Article or any other provision of this Indenture, the Trustee
shall not be charged with knowledge of the existence of any facts which would
prohibit the making of any payment to or by the Trustee in respect of the Notes,
unless and until the Trustee shall have received written notice thereof from the
Company or a holder of Senior Indebtedness or from a Senior Representative or
any trustee, fiduciary or agent therefor; and, prior to the receipt of any such
written notice, the Trustee shall be entitled in all respects to assume that no
such facts exist; provided, however, that if the Trustee shall not have received
the notice provided for in this Section by noon, New York City time, on the
Business Day prior to the date upon which by the terms hereof any money may
become payable for any purpose (including, without limitation, the payment of
the principal of, premium, if any, or interest on any Note), then, anything
herein contained to the contrary notwithstanding but without limiting the rights
and remedies of the holders of Senior Indebtedness, a Senior Representative or
any trustee, fiduciary or agent thereof, the Trustee shall have full power and
authority to receive such money and to apply the same to the purpose for which
such money was received and shall not be affected by any notice to the contrary
which may be received by it after such date; nor shall the


<PAGE>

Trustee be charged with knowledge of the curing of any such default or the
elimination of the act or condition preventing any such payment unless and until
the Trustee shall have received an Officers' Certificate to such effect.

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

                  Section 1210. Reliance on Judicial Orders or Certificates.
                                -------------------------------------------

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

                  Section 1211. Rights of Trustee as a Holder of Senior
                                ---------------------------------------
                                Indebtedness; Preservation of Trustee's Rights.
                                -----------------------------------------------

                  The Trustee in its individual capacity shall be entitled to
all the rights set forth in this Article with respect to any Senior Indebtedness
which may at any time be held by it, to the same extent as any other holder of
Senior Indebtedness, and nothing in this Indenture shall deprive the Trustee of
any of its rights as such holder. Nothing in this Article shall apply to claims
of, or payments to, the Trustee under or pursuant to Section 607.

                  Section 1212. rticle Applicable to Paying Agents.
                                ----------------------------------

                  In case at any time any Paying Agent other than the Trustee
shall have been appointed by the Company and be then acting under this
Indenture, the term "Trustee" as used in


<PAGE>

this Article shall in such case (unless the context otherwise requires) be
construed as extending to and including such Paying Agent within its meaning as
fully for all intents and purposes as if such Paying Agent were named in this
Article in addition to or in place of the Trustee; provided, however, that
Section 1211 shall not apply to the Company or any Affiliate of the Company if
it or such Affiliate acts as Paying Agent.

                  Section 1213. No Suspension of Remedies.
                                -------------------------

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

                  Section 1214. Trustee's Relation to Senior Indebtedness.
                                -----------------------------------------

                  With respect to the holders of Senior Indebtedness, the
Trustee undertakes to perform or to observe only such of its covenants and
obligations as are specifically set forth in this Article, and no implied
covenants or obligations with respect to the holders of Senior Indebtedness
shall be read into this Article against the Trustee. The Trustee shall not be
deemed to owe any fiduciary duty to the holders of Senior Indebtedness and the
Trustee shall not be liable to any holder of Senior Indebtedness if it shall in
good faith mistakenly (absent negligence or willful misconduct) pay over or
deliver to Holders, the Company or any other Person moneys or assets to which
any holder of Senior Indebtedness shall be entitled by virtue of this Article or
otherwise.

         SECTION 2.20. Application of the Article of the Indenture Regarding
                       -----------------------------------------------------
                       Subsidiary Guarantee.
                       ---------------------

                  The provisions of Article Thirteen of the Base Indenture shall
not apply to the Notes, and the Notes shall not be deemed guaranteed by any
Subsidiary Guarantor.

         SECTION 2.21. Application of the Article of the Indenture Regarding
                       -----------------------------------------------------
                       Defeasance and Covenant Defeasance.
                       -----------------------------------

                  The provisions of Article Fifteen of the Base Indenture shall
not apply to the Notes.

         SECTION 2.22. Applicability of the Article of the Indenture Regarding
                       -------------------------------------------------------
                       Sinking Funds.
                       --------------

                  The provisions of Article Sixteen of the Base Indenture shall
not apply to the Notes.


<PAGE>

         SECTION 2.23. Conversion.
                       ----------

                  Except as may be provided in a Future Supplemental Indenture,
with respect to the Notes and no other class or series of Securities issued
pursuant to the Indenture, a new Article Seventeen shall be added to added to
the Indenture as follows:

                                ARTICLE SEVENTEEN

                             CONVERSION OF THE NOTES

                  Section 1701. Conversion Privilege.
                                --------------------

                  A Holder of a Note may convert such Note into Class A common
stock at any time during the period stated under the heading "Conversion" set
forth in the Notes. The number of shares of Class A common stock issuable upon
conversion of a Note per $1,000 of principal amount thereof (the "Conversion
Rate") shall be that set forth under the heading "Conversion" in the Notes,
subject to adjustment as herein set forth.

                  A Holder may convert a portion of the principal amount of a
Note if the portion is $1,000 or an integral multiple of $1,000. Provisions of
this Indenture that apply to conversion of all of a Note also apply to
conversion of a portion of a Note.

                  "Average Sale Price" means the average of the Sale Prices of
the Class A common stock for the shorter of

                           (i) 30 consecutive Trading Days ending on the last
                  full Trading Day prior to the Time of Determination with
                  respect to the rights, warrants or options or distribution in
                  respect of which the Average Sale Price is being calculated,
                  or

                           (ii) the period (x) commencing on the date next
                  succeeding the first public announcement of (a) the issuance
                  of rights, warrants or options or (b) the distribution, in
                  each case, in respect of which the Average Sale Price is being
                  calculated and (y) proceeding through the last full Trading
                  Day prior to the Time of Determination with respect to the
                  rights, warrants or options or distribution in respect of
                  which the Average Sale Price is being calculated (excluding
                  days within such period, if any, which are not Trading Days),
                  or

                           (iii) the period, if any, (x) commencing on the date
                  next succeeding the Ex-Dividend Time with respect to the next
                  preceding (a) issuance of rights, warrants or options or (b)
                  distribution, in each case, for which an adjustment is
                  required by the provisions of Section 1706(4), 1707 or 1708
                  and (y) proceeding through the last full Trading Day prior to
                  the Time of Determination with respect to the rights, warrants
                  or options or distribution in respect of which the Average
                  Sale Price is being calculated (excluding days within such
                  period, if any, which are not Trading Days).

                  In the event that the Ex-Dividend Time (or in the case of a
subdivision, combination or reclassification, the effective date with respect
thereto) with respect to a


<PAGE>

dividend, subdivision, combination or reclassification to which Section 1706(1),
(2), (3) or (5) applies occurs during the period applicable for calculating
"Average Sale Price" pursuant to the definition in the preceding sentence,
"Average Sale Price" shall be calculated for such period in a manner determined
by the Board of Directors to reflect the impact of such dividend, subdivision,
combination or reclassification on the Sale Price of the Class A common stock
during such period.

                  "Time of Determination" means the time and date of the earlier
of (i) the determination of stockholders entitled to receive rights, warrants or
options or a distribution, in each case, to which Section 1707 or 1708 applies
and (ii) the time ("Ex-Dividend Time") immediately prior to the commencement of
"ex-dividend" trading for such rights, warrants or options or distribution on
the New York Stock Exchange or such other principal national or regional
exchange or market on which the Class A common stock is then listed or quoted.

                  Section 1702. Conversion Procedure.
                                --------------------

                  To convert a Note a Holder must satisfy the applicable
requirements under the heading "Conversion" of the Notes for such Note to be
convertible. The date on which the Holder satisfies all those requirements is
the Conversion Date (the "Conversion Date"). As soon as practicable after the
Conversion Date (but in no event later than as set forth in the Notes), the
Company shall deliver to the Holder, through the Conversion Agent, a certificate
for the number of full shares of Class A common stock issuable upon the
conversion and cash in lieu of any fractional share determined pursuant to
Section 1703. The person in whose name the certificate is registered shall be
treated as a stockholder of record on and after the Conversion Date; provided,
however, that no surrender of a Note on any date when the stock transfer books
of the Company shall be closed shall be effective to constitute the person or
persons entitled to receive the shares of Class A common stock upon such
conversion as the record holder or holders of such shares of Class A common
stock on such date, but such surrender shall be effective to constitute the
Person or Persons entitled to receive such shares of Class A common stock as the
record holder or holders thereof for all purposes at the close of business on
the next succeeding day on which such stock transfer books are open; such
conversion shall be at the Conversion Rate in effect on the date that such Note
shall have been surrendered for conversion, as if the stock transfer books of
the Company had not been closed. Upon conversion of a Note, such person shall no
longer be a Holder of such Note.

                  No payment or adjustment will be made for dividends on, or
other distributions with respect to, any Class A common stock except as provided
in this Article Seventeen. On conversion of a Note, a Holder will not receive
any cash payment of interest representing accrued and unpaid interest, except as
described below. Delivery to the holder of the full number of shares of Class A
common stock into which the Note is convertible, together with any cash payment
of such Holder's fractional shares, will be deemed: (i) to satisfy the Company's
obligation to pay the principal amount of the Note; and (ii) to satisfy the
Company's obligation to pay accrued and unpaid interest attributable to the
period from the date of the most recent interest payment through the Conversion
Date. As a result, accrued and unpaid interest is deemed paid in full rather
than cancelled, extinguished or forfeited. Notwithstanding the foregoing,
accrued and unpaid interest, if any, will be payable upon any conversion of
Notes at the option of the Holder made concurrently with or after acceleration
of the Notes following an

<PAGE>

Event of Default described in the Indenture. Holders of Notes surrendered for
conversion during the period from the close of business on any regular record
date next preceding any interest payment date to the opening of business of such
interest payment date will receive the semiannual interest payable on such Notes
on the corresponding interest payment date notwithstanding the conversion and
such Notes (except Notes called for redemption) upon surrender must be
accompanied by funds equal to the amount of semiannual interest payable on the
principal amount of Notes so converted.

                  If the Holder converts more than one Note at the same time,
the number of shares of Class A common stock issuable upon the conversion shall
be based on the total principal amount of the Notes converted.

                  If the last day on which a Note may be converted is a Legal
Holiday, the Note may be surrendered on the next succeeding day that is not a
Legal Holiday.

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

                  Section 1703. Fractional Shares.
                                -----------------

                  The Company will not issue a fractional share of Class A
common stock upon conversion of a Note. Instead, the Company will deliver cash
for the current market value of the fractional share. The current market value
of a fractional share shall be determined, to the nearest 1/1,000th of a share,
by multiplying the Sale Price of the Class A common stock, on the last Trading
Day prior to the Conversion Date, of a full share by the fractional amount and
rounding the product to the nearest whole cent.

                  Section 1704. Taxes on Conversion.
                                -------------------

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

                  Section 1705. Company to Provide Stock.
                                ------------------------

                  The Company shall, prior to issuance of any Class A common
stock under this Article Four, and from time to time as may be necessary,
reserve out of its authorized but unissued Class A common stock a sufficient
number of shares of Class A common stock to permit the conversion of the Notes.

                  All shares of Class A common stock delivered upon conversion
of the Notes shall be newly issued shares or treasury shares, shall be duly and
validly issued and fully paid and

<PAGE>

nonassessable and shall be free from preemptive rights and free of any Lien or
adverse claim created by the Company.

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

                  Section 1706. Adjustment for Change In Capital Stock.
                                --------------------------------------

                  If, after the Issue Date of the Notes, the Company:

                      (1)      pays a dividend or makes a distribution on its
                               Class A common stock in shares of its Class A
                               common stock;

                      (2)      subdivides its outstanding shares of Class A
                               common stock into a greater number of shares;

                      (3)      combines its outstanding shares of Class A common
                               stock into a smaller number of shares;

                      (4)      pays a dividend or makes a distribution on its
                               Class A common stock in shares of its Capital
                               Stock (other than Class A common stock or rights,
                               warrants or options for its Capital Stock);

                      (5)      issues by reclassification of its Class A common
                               stock any shares of its Capital Stock (other than
                               rights, warrants or options for its Capital
                               Stock), or

then the conversion privilege, Conversion Price and the Conversion Rate in
effect immediately prior to such action shall be adjusted so that the Holder of
a Note thereafter converted may receive the number of shares of Capital Stock of
the Company which such Holder would have owned immediately following such action
if such Holder had converted the Note immediately prior to such action.

                  The adjustment shall become effective immediately after the
record date in the case of a dividend or distribution and immediately after the
effective date in the case of a subdivision, combination or reclassification.

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


<PAGE>

                  Section 1707. Adjustment for Rights Issue.
                                ---------------------------

                  If after the Issue Date of the Notes, the Company distributes
any rights, warrants or options to all holders of its Class A common stock
entitling them, for a period expiring within 60 days after the record date for
such distribution, to purchase shares of Class A common stock at a price per
share less than the Sale Price of the Class A common stock as of the Time of
Determination, the Conversion Rate shall be adjusted in accordance with the
formula:

         R'  =  R  x      (O + N)
                     ---------------------
                        (O + (N x P)/M)
where:
R' = the adjusted Conversion Rate.

R = the current Conversion Rate.

O = the number of shares of Class A common stock outstanding on the record date
for the distribution to which this Section 1707 is being applied.

N = the number of additional shares of Class A common stock offered pursuant to
the distribution.

P = the offering price per share of the additional shares.

M = the Average Sale Price, minus, in the case of (i) a distribution to which
Section 1706(4) applies or (ii) a distribution to which Section 1708 applies,
for which, in each case, (x) the record date shall occur on or before the record
date for the distribution to which this Section 1707 applies and (y) the
Ex-Dividend Time shall occur on or after the date of the Time of Determination
for the distribution to which this Section 1707 applies, the Fair Market Value
(on the record date for the distribution to which this Section 1707 applies) of
the

                      (1)    Capital Stock of the Company distributed in
                             respect of each share of Class A common stock in
                             such Section 1706(4) distribution and

                      (2)    assets of the Company or debt securities or any
                             rights, warrants or options to purchase securities
                             of the Company distributed in respect of each share
                             of Class A common stock in such Section 1708
                             distribution.

                  The Board of Directors shall determine Fair Market Values for
the purposes of this Section 1707.

                  The adjustment shall become effective immediately after the
record date for the determination of shareholders entitled to receive the
rights, warrants or options to which this Section 1707 applies. If all of the
shares of Class A common stock subject to such rights, warrants or options have
not been issued when such rights, warrants or options expire, then the
Conversion Rate shall promptly be readjusted to the Conversion Rate which would
then be in effect had the adjustment upon the issuance of such rights, warrants
or options been made on the


<PAGE>

basis of the actual number of shares of Class A common stock issued upon the
exercise of such rights, warrants or options.

                  No adjustment shall be made under this Section 1707 if the
application of the formula stated above in this Section 1707 would result in a
value of R' that is equal to or less than the value of R.

                  Section 1708. Adjustment for Other Distributions.
                                ----------------------------------

                  (a) If, after the Issue Date of the Notes, the Company
distributes to all holders of its Class A common stock any of its assets
(including shares of Capital Stock of a Subsidiary) excluding distributions of
Capital Stock or equity interests referred to in Section 1708(b), or debt
securities or any rights, warrants or options to purchase securities of the
Company (including securities or cash, but excluding (x) distributions of
Capital Stock referred to in Section 1706 and distributions of rights, warrants
or options referred to in Section 1707 and (y) cash dividends or other cash
distributions that are paid out of consolidated current net earnings or earnings
retained in the business as shown on the books of the Company unless such cash
dividends or other cash distributions are Extraordinary Cash Dividends) the
Conversion Rate shall be adjusted, subject to the provisions of Section 1708(c),
in accordance with the formula:

R'  =    R x M
         -----
         M - F
where:

R' = the adjusted Conversion Rate.

R = the current Conversion Rate.

M = the Average Sale Price, minus, in the case of a distribution to which
Section 1706(4) applies, for which (i) the record date shall occur on or before
the record date for the distribution to which this Section 1708(a) applies and
(ii) the Ex-Dividend Time shall occur on or after the date of the Time of
Determination for the distribution to which this Section 1708(a) applies, the
Fair Market Value (on the record date for the distribution to which this Section
1708(a) applies) of any Capital Stock of the Company distributed in respect of
each share of Class A common stock in such Section 1706(4) distribution.

F = the Fair Market Value (on the record date for the distribution to which this
Section 1708(a) applies) of the assets, securities, rights, warrants or options
to be distributed in respect of each share of Class A common stock in the
distribution to which this Section 1708(a) is being applied (including, in the
case of cash dividends or other cash distributions giving rise to an adjustment,
all such cash distributed concurrently).

                  The Board of Directors shall determine Fair Market Values for
the purposes of this Section 1708(a).


<PAGE>

                  The adjustment shall become effective immediately after the
record date for the determination of shareholders entitled to receive the
distribution to which this Section 1708(a) applies.

                  For purposes of this Section 1708(a), the term "Extraordinary
Cash Dividend" shall mean any cash dividend with respect to the Class A common
stock the amount of which, together with the aggregate amount of cash dividends
on the Class A common stock to be aggregated with such cash dividend in
accordance with the provisions of this paragraph, equals or exceeds the
threshold percentage set forth in item (i) below. For purposes of item (i)
below, the "Measurement Period" with respect to a cash dividend on the Class A
common stock shall mean the 365 consecutive day period ending on the date prior
to the Ex-Dividend Time with respect to such cash dividend, and the "Relevant
Cash Dividends" with respect to a cash dividend on the Class A common stock
shall mean the cash dividends on the Class A common stock with Ex-Dividend Times
occurring in the Measurement Period.

                           (i) If, upon the date prior to the Ex-Dividend Time
                  with respect to a cash dividend on the Class A common stock,
                  the aggregate amount of such cash dividend together with the
                  amounts of all Relevant Cash Dividends equals or exceeds on a
                  per share basis the sum of 5% of the Sale Price of the Class A
                  common stock on the last Trading Day preceding the date of
                  declaration by the Board of Directors of the cash dividend
                  with respect to which this provision is being applied, then
                  such cash dividend together with all Relevant Cash Dividends,
                  shall be deemed to be an Extraordinary Cash Dividend and for
                  purposes of applying the formula set forth above in this
                  Section 1708(a), the value of "F" shall be equal to (y) the
                  aggregate amount of such cash dividend together with the
                  amount of all Relevant Cash Dividends, minus (z) the aggregate
                  amount of all Relevant Cash Dividends for which a prior
                  adjustment in the Conversion Rate was previously made under
                  this Section 1708(a).

                  In making the determinations required by item (i) above, the
amount of cash dividends paid on a per share basis and the amount of any
Relevant Cash Dividends specified in item (i) above, shall be appropriately
adjusted to reflect the occurrence during such period of any event described in
Section 1706.

                  (b) If, after the Issue Date of the Notes, the Company pays a
dividend or makes a distribution to all holders of its Class A common stock
consisting of Capital Stock of any class or series, or similar equity interests,
of or relating to a Subsidiary or other business unit of the Company, the
Conversion Rate shall be adjusted in accordance with the formula:

R' = R x (1 + F/M) where:

R' = the adjusted Conversion Rate.

R = the current Conversion Rate.

<PAGE>

M = the average of the Post-Distribution Prices of the Class A common stock for
the 10 Trading Days commencing on and including the fifth Trading Day after the
date on which "ex-dividend trading" commences for such dividend or distribution
on the principal United States exchange or market which such securities are then
listed or quoted (the "Ex-Dividend Date").

F = the Fair Market Value of the securities distributed in respect of each share
of Class A common stock for which this Section 1708(b) shall mean the number of
securities distributed in respect of each share of Class A common stock
multiplied by the average of the Post-Distribution Prices of those securities
distributed for the 10 Trading Days commencing on and including the fifth
Trading Day after the Ex-Dividend Date.

                  "Post-Distribution Price" of Capital Stock or any similar
equity interest on any date means the closing per unit sale price (or, if no
closing sale price is reported, the average of the bid and ask prices or, if
more than one in either case, the average of the average bid and the average ask
prices) on such date for trading of such units on a "when issued" basis without
due bills (or similar concept) as reported in the composite transactions for the
principal United States securities exchange on which such Capital Stock or
equity interest is traded or, if the Capital Stock or equity interest, as the
case may be, is not listed on a United States national or regional securities
exchange, as reported by the National Association of Notes Dealers Automated
Quotation System or by the National Quotation Bureau Incorporated; provided that
if on any date such units have not traded on a "when issued" basis, the
Post-Distribution Price shall be the closing per unit sale price (or, if no
closing sale price is reported, the average of the bid and ask prices or, if
more than one in either case, the average of the average bid and the average ask
prices) on such date for trading of such units on a "regular way" basis without
due bills (or similar concept) as reported in the composite transactions for the
principal United States securities exchange on which such Capital Stock or
equity interest is traded or, if the Capital Stock or equity interest, as the
case may be, is not listed on a United States national or regional securities
exchange, as reported by the National Association of Notes Dealers Automated
Quotation System or by the National Quotation Bureau Incorporated. In the
absence of such quotation, the Company shall be entitled to determine the
Post-Distribution Price on the basis of such quotations which reflect the
post-distribution value of the Capital Stock or equity interests as it considers
appropriate.

                  (c) In the event that, with respect to any distribution to
which Section 1708(a) would otherwise apply, the difference "M-F" as defined in
the formula set forth in Section 1708(a) is less than $1.00 or "F" is equal to
or greater than "M", then the adjustment provided by Section 1708(a) shall not
be made and in lieu thereof the provisions of Section 1714 shall apply to such
distribution.

                  Section 1709. When Adjustment May Be Deferred.
                                -------------------------------

                  No adjustment in the Conversion Rate need be made unless the
adjustment would require an increase or decrease of at least 1% in the
Conversion Rate. Any adjustments that are not made shall be carried forward and
taken into account in any subsequent adjustment. All calculations under this
Article Four shall be made to the nearest cent or to the nearest 1/1,000th of a
share, as the case may be.

<PAGE>

                  Section 1710. When No Adjustment Required.
                                ---------------------------

                  No adjustment need be made for a transaction referred to in
Section 1706, 1707, 1708 or 1714 if Noteholders are to participate in the
transaction on a basis and with notice that the Board of Directors determines to
be fair and appropriate in light of the basis and notice on which holders of
Class A common stock participate in the transaction and such Holders are not
required to convert.

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

                  No adjustment need be made for a change in the par value or no
par value of the Class A common stock.

                  Section 1711. Notice of Adjustment.
                                --------------------

                  Whenever the Conversion Rate is adjusted, the Company shall
promptly mail to Noteholders a notice of the adjustment. The Company shall file
with the Trustee and the Conversion Agent such notice and a certificate from the
Company's independent public accountants briefly stating the facts requiring the
adjustment and the manner of computing it. The certificate shall be conclusive
evidence that the adjustment is correct. Neither the Trustee nor any Conversion
Agent shall be under any duty or responsibility with respect to any such
certificate except to exhibit the same to any Holder desiring inspection
thereof.

                  Section 1712.  Voluntary Increase.
                                 ------------------

                  The Company from time to time may increase the Conversion Rate
by any amount for any period of time. Whenever the Conversion Rate is increased
pursuant to this Section 1712, the Company shall mail to Noteholders and file
with the Trustee and the Conversion Agent a notice of the increase. The Company
shall mail the notice at least 15 days before the date the increased Conversion
Rate takes effect. The notice shall state the increased Conversion Rate and the
period it will be in effect.

                  A voluntary increase of the Conversion Rate does not change or
adjust the Conversion Rate otherwise in effect for purposes of Section 1706,
1707 or 1708.

                  Section 1713. Notice of Certain Transactions.  If:
                                ------------------------------

                  (1) the Company takes any action that would require an
adjustment in the Conversion Rate pursuant to Section 1706, 1707 or 1708 (unless
no adjustment is to occur pursuant to Section 1710); or

                  (2) the Company takes any action that would require a
supplemental indenture pursuant to Section 1714; or

                  (3) there is a liquidation or dissolution of the Company;


<PAGE>

then the Company shall mail to Noteholders and file with the Trustee and the
Conversion Agent a notice stating the proposed record date for a dividend or
distribution or the proposed effective date of a subdivision, combination,
reclassification, consolidation, merger, binding share exchange, transfer,
liquidation or dissolution. The Company shall file and mail the notice at least
20 days before such date. Failure to file or mail the notice or any defect in it
shall not affect the validity of the transaction.

                 Section 1714. Reorganization of Company; Special Distributions.
                               -------------------------------------------------

                  If the Company is a party to a transaction subject to Section
801 (other than a sale of all or substantially all of the assets of the Company
in a transaction in which the holders of Class A common stock immediately prior
to such transaction do not receive securities, cash or other assets of the
Company or any other person) or a merger or binding share exchange which
reclassifies or changes the outstanding Class A common stock of the Company, the
person obligated to deliver securities, cash or other assets upon conversion of
Notes shall enter into a supplemental indenture. If the issuer of securities
deliverable upon conversion of Notes is an Affiliate of the successor Company,
that issuer shall join in the supplemental indenture.

                  The supplemental indenture shall provide that the Holder of a
Note may convert it into the kind and amount of securities, cash or other assets
which such Holder would have received immediately after the consolidation,
merger, binding share exchange or transfer if such Holder had converted the Note
immediately before the effective date of the transaction, assuming (to the
extent applicable) that such Holder (i) was not a constituent person or an
Affiliate of a constituent person to such transaction; (ii) made no election
with respect thereto; and (iii) was treated alike with the plurality of
non-electing Holders. The supplemental indenture shall provide for adjustments
which shall be as nearly equivalent as may be practical to the adjustments
provided for in this Article 11. The successor Company shall mail to Noteholders
a notice briefly describing the supplemental indenture.

                  If this Section applies, neither Section 1706 nor 1707
applies.

                  If the Company makes a distribution to all holders of its
Class A common stock of any of its assets, or debt securities or any rights,
warrants or options to purchase securities of the Company that, but for the
provisions of Section 1708(c), would otherwise result in an adjustment in the
Conversion Rate pursuant to the provisions of Section 1708, then, from and after
the record date for determining the holders of Class A common stock entitled to
receive the distribution, a Holder of a Note that converts such Note in
accordance with the provisions of this Indenture shall upon such conversion be
entitled to receive, in addition to the shares of Class A common stock into
which the Note is convertible, the kind and amount of securities, cash or other
assets comprising the distribution that such Holder would have received if such
Holder had converted the Note immediately prior to the record date for
determining the holders of Class A common stock entitled to receive the
distribution.

                  Section 1715. Company Determination Final.
                                ---------------------------

                  Any determination that the Company or the Board of Directors
must make pursuant to Section 1703, 1706, 1707, 1708, 1709, 1710, 1714 or 1717
is conclusive.

<PAGE>

                  Section 1716. Trustee's Adjustment Disclaimer.
                                -------------------------------

                  The Trustee has no duty to determine when an adjustment under
this Article Four should be made, how it should be made or what it should be.
The Trustee has no duty to determine whether a supplemental indenture under
Section 1714 need be entered into or whether any provisions of any supplemental
indenture are correct. The Trustee shall not be accountable for and makes no
representation as to the validity or value of any securities or assets issued
upon conversion of Notes. The Trustee shall not be responsible for the Company's
failure to comply with this Article Four. Each Conversion Agent shall have the
same protection under this Section 1716 as the Trustee.

                  Section 1717. Simultaneous Adjustments.
                                ------------------------

                  In the event that this Article Four requires adjustments to
the Conversion Rate under more than one of Sections 1706(4), 1707 or 1708, and
the record dates for the distributions giving rise to such adjustments shall
occur on the same date, then such adjustments shall be made by applying, first,
the provisions of Section 1706, second, the provisions of Section 1708 and,
third, the provisions of Section 1707.

                  Section 1718. Successive Adjustments.
                                ----------------------

                  After an adjustment to the Conversion Rate under this Article
Four, any subsequent event requiring an adjustment under this Article Four shall
cause an adjustment to the Conversion Rate as so adjusted.

                  Section 1719. Rights Issued in Respect of Class A common
                                ------------------------------------------
                                stock Issued Upon Conversion.
                                -----------------------------

                  Each share of Class A common stock issued upon conversion of
Notes pursuant to this Article Seventeen shall be entitled to receive the
appropriate number of Class A common stock or preferred stock purchase rights,
as the case may be (the "Rights"), if any, that all shares of Class A common
stock are entitled to receive and the certificates representing the Class A
common stock issued upon such conversion shall bear such legends, if any, in
each case as may be provided by the terms of any shareholder rights agreement
adopted by the Company, as the same may be amended from time to time (in each
case, a "Rights Agreement"). Provided that such Rights Agreement requires that
each share of Class A common stock issued by the Company (including those that
might be issued upon conversion of Notes) at any time prior to the distribution
of separate certificates representing the Rights be entitled to receive such
Rights, then, notwithstanding anything else to the contrary in this Article
Four, there shall not be any adjustment to the conversion privilege or
Conversion Rate or any other term or provision of the Notes as a result of the
issuance of Rights, the distribution of separate certificates representing the
Rights, the exercise or redemption of such Rights in accordance with any such
Rights Agreement, or the termination or invalidation of such Rights.

                  Section 1720. Cash in Lieu of Class A Stock at the Company's
                                ----------------------------------------------
                                Option upon Conversion.
                                -----------------------

<PAGE>

                  In lieu of delivery of shares of our Class A common stock upon
notice of conversion of any Notes (for all or any portion of the Notes), the
Company may elect to pay Holders surrendering Notes an amount in cash per Note
(or a portion of a Note) as set forth in the Note.

                                 ARTICLE THREE

                                  MISCELLANEOUS

         SECTION 3.1. Independence of Covenants.
                      --------------------------

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

         SECTION 3.2. Schedules and Exhibits.
                      -----------------------

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

         SECTION 3.3. Counterparts.
                      -------------

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

         SECTION 3.4. Ratification.
                      -------------

                  The Base Indenture, as supplemented and amended by this First
Supplemental Indenture, is in all respects ratified and confirmed, and the Base
Indenture and this First Supplemental Indenture shall be read, taken and
construed as one and the same instrument. All provisions included in this First
Supplemental Indenture supersede any conflicting provisions included in the Base
Indenture unless not permitted by law. The Trustee accepts the trusts created by
the Indenture, as supplemented by this First Supplemental Indenture, and agrees
to perform the same upon the terms and conditions of the Indenture, as
supplemented by this First Supplemental Indenture.

         SECTION 3.5. Construction.
                      -------------

             As used in this First Supplemental Indenture, unless otherwise
stated or unless context otherwise implies, the terms "herein," "hereof," "this
Indenture" and "the Indenture" when used to refer to a document reference are
intended to refer to the Base Indenture together with this First Supplemental
Indenture.

<PAGE>

         SECTION 3.6. Effectiveness.
                      --------------

             The provisions of this First Supplemental Indenture shall become
effective as of the date hereof.


<PAGE>

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

                            Sonic Automotive, Inc.

                            By:
                                  --------------------------------------------
                                  Name:  Theodore M. Wright
                                  Title:  Vice President, Treasurer and Chief
                                           Financial Officer

Attest:
         -----------------------
Name:  Stephen K. Coss
Title:  Vice President, General
        Counsel and Secretary

                            U.S. BANK NATIONAL ASSOCIATION

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