<PAGE>

                                                                     Exhibit 4.1

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


                                 CSK AUTO, INC.

                                       AND

                              CSK AUTO CORPORATION

                                       AND

                     THE SUBSIDIARY GUARANTORS NAMED HEREIN

                                       AND

                              THE BANK OF NEW YORK

                               TRUST COMPANY, N.A.


                                   as Trustee

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



                                    INDENTURE

                                   Dated as of

                                  July 29, 2005

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



                    3 3/8% EXCHANGEABLE SENIOR NOTES DUE 2025


--------------------------------------------------------------------------------
<PAGE>
                             CROSS-REFERENCE TABLE*

<TABLE>
<CAPTION>
Trust Indenture Act Section                                     Indenture Section
---------------------------                                     -----------------
<S>                                                             <C>
Section 310(a)(1)..............................................          7.09
           (a)(2)..............................................          7.09
           (a)(3)..............................................          N.A.
           (a)(4)..............................................          N.A.
           (a)(5)..............................................          N.A.
           (b).................................................          7.08
           (c).................................................          N.A.
Section 311(a).................................................          7.13
           (b).................................................          7.13
           (c).................................................          N.A.
Section 312(a).................................................          5.01;
                                                                         5.02
           (b).................................................          N.A.
           (c).................................................          N.A.
Section 313(a).................................................          5.03
           (b).................................................          N.A.
           (c).................................................          5.03
           (d).................................................          5.03
Section 314(a).................................................          5.04
           (b).................................................          N.A.
           (c)(1)..............................................         15.05
           (c)(2)..............................................         15.05
           (c)(3)..............................................          N.A.
           (d).................................................          N.A.
           (e).................................................         15.05
           (f).................................................          N.A.
Section 315(a).................................................          7.01;
                                                                         7.02
           (b).................................................          6.08
           (c).................................................          6.06
           (d).................................................          7.01;
                                                                         7.06
           (e).................................................          6.09
Section 316(a)(1)..............................................          6.07
           (a)(2)..............................................         10.02
           (b).................................................          N.A.
           (c).................................................          8.01
Section 317(a)(1)..............................................          6.02
           (a)(2)..............................................          6.02
           (b).................................................          4.04
Section 318(a).................................................         15.08
</TABLE>

N.A. means not applicable.

*This Cross-Reference Table shall not, for any purpose, be deemed to be part of
this Indenture.
<PAGE>
                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                                                               Page
<S>                                                                                                       <C>
                                                     ARTICLE 1
                                                    DEFINITIONS

Section 1.01.     Definitions.....................................................................................2

                                                     ARTICLE 2
                                    ISSUE, DESCRIPTION, EXECUTION, REGISTRATION
                                               AND EXCHANGE OF NOTES

Section 2.01.     Designation Amount and Issue of Notes..........................................................11
Section 2.02.     Form of Notes..................................................................................12
Section 2.03.     Date and Denomination of Notes; Payments of Interest...........................................13
Section 2.04.     Execution of Notes.............................................................................14
Section 2.05.     Exchange and Registration of Transfer of Notes; Restrictions on Transfer.......................14
Section 2.06.     Mutilated, Destroyed, Lost or Stolen Notes.....................................................20
Section 2.07.     Temporary Notes................................................................................21
Section 2.08.     Cancellation of Notes..........................................................................21
Section 2.09.     CUSIP Numbers..................................................................................21
Section 2.10.     Ranking........................................................................................21

                                                     ARTICLE 3
                                         REDEMPTION AND REPURCHASE OF NOTES

Section 3.01.     Company's Right to Redeem......................................................................22
Section 3.02.     Notice of Optional Redemption; Selection of Notes..............................................22
Section 3.03.     Payment of Notes Called for Redemption by the Company..........................................24
Section 3.04.     Repurchase of Notes by the Company at Option of Holders upon a Fundamental Change..............25
Section 3.05.     Repurchase of Notes by the Company at Option of Holders on Specified Dates.....................27
Section 3.06.     Conditions and Procedures for Repurchase at Option of Holders..................................29

                                                     ARTICLE 4
                                                PARTICULAR COVENANTS

Section 4.01.     Payment of Principal and Interest..............................................................32
Section 4.02.     Maintenance of Office or Agency................................................................32
Section 4.03.     Appointments to Fill Vacancies in Trustee's Office.............................................32
Section 4.04.     Provisions as to Paying Agent..................................................................33
Section 4.05.     Existence......................................................................................34
Section 4.06.     Rule 144A Information Requirement..............................................................34
Section 4.07.     Stay, Extension and Usury Laws.................................................................34
Section 4.08.     Compliance Certificate.........................................................................34
Section 4.09.     Additional Interest Notice.....................................................................35
Section 4.10.     Future Guarantors..............................................................................35
</TABLE>


                                       i
<PAGE>
<TABLE>
                                                                                                               Page
<S>                                                                                                       <C>
                                                     ARTICLE 5
                           NOTEHOLDERS' LISTS AND REPORTS BY THE COMPANY AND THE TRUSTEE

Section 5.01.     Noteholders' Lists.............................................................................35
Section 5.02.     Preservation and Disclosure of Lists...........................................................35
Section 5.03.     Reports by Trustee.............................................................................36
Section 5.04.     Reports by Company.............................................................................36

                                                     ARTICLE 6
                           REMEDIES OF THE TRUSTEE AND NOTEHOLDERS ON AN EVENT OF DEFAULT

Section 6.01.     Events of Default..............................................................................36
Section 6.02.     Payments of Notes on Default; Suit Therefor....................................................39
Section 6.03.     Application of Monies Collected by Trustee.....................................................40
Section 6.04.     Proceedings by Noteholder......................................................................41
Section 6.05.     Proceedings by Trustee.........................................................................42
Section 6.06.     Remedies Cumulative and Continuing.............................................................42
Section 6.07.     Direction of Proceedings and Waiver of Defaults by Majority of Noteholders.....................42
Section 6.08.     Notice of Defaults.............................................................................43
Section 6.09.     Undertaking to Pay Costs.......................................................................43

                                                     ARTICLE 7
                                                    THE TRUSTEE

Section 7.01.     Duties and Responsibilities of Trustee.........................................................44
Section 7.02.     Reliance on Documents, Opinions, Etc...........................................................45
Section 7.03.     No Responsibility for Recitals, Etc............................................................46
Section 7.04.     Trustee, Paying Agents, Exchange Agents or Registrar May Own Notes.............................47
Section 7.05.     Monies to Be Held in Trust.....................................................................47
Section 7.06.     Compensation and Expenses of Trustee...........................................................47
Section 7.07.     Officers' Certificate as Evidence..............................................................48
Section 7.08.     Conflicting Interests of Trustee...............................................................48
Section 7.09.     Eligibility of Trustee.........................................................................48
Section 7.10.     Resignation or Removal of Trustee..............................................................48
Section 7.11.     Acceptance by Successor Trustee................................................................49
Section 7.12.     Succession by Merger...........................................................................50
Section 7.13.     Preferential Collection of Claims..............................................................50

                                                     ARTICLE 8
                                                  THE NOTEHOLDERS

Section 8.01.     Action by Noteholders..........................................................................51
Section 8.02.     Proof of Execution by Noteholders..............................................................51
Section 8.03.     Who Are Deemed Absolute Owners.................................................................51
Section 8.04.     Company-owned Notes Disregarded................................................................51
Section 8.05.     Revocation of Consents, Future Holders Bound...................................................52
</TABLE>


                                       ii
<PAGE>
<TABLE>
                                                                                                               Page
<S>                                                                                                       <C>
                                                     ARTICLE 9
                                              MEETINGS OF NOTEHOLDERS

Section 9.01.     Purpose of Meetings............................................................................52
Section 9.02.     Call of Meetings by Trustee....................................................................53
Section 9.03.     Call of Meetings by Company or Noteholders.....................................................53
Section 9.04.     Qualifications for Voting......................................................................53
Section 9.05.     Regulations....................................................................................53
Section 9.06.     Voting.........................................................................................54
Section 9.07.     No Delay of Rights by Meeting..................................................................54

                                                     ARTICLE 10
                                              SUPPLEMENTAL INDENTURES

Section 10.01.    Supplemental Indentures Without Consent of Noteholders.........................................54
Section 10.02.    Supplemental Indenture with Consent of Noteholders.............................................56
Section 10.03.    Effect of Supplemental Indenture...............................................................57
Section 10.04.    Notation on Notes..............................................................................58
Section 10.05.    Evidence of Compliance of Supplemental Indenture to Be Furnished to Trustee....................58

                                                     ARTICLE 11
                                 CONSOLIDATION, MERGER, SALE, CONVEYANCE AND LEASE

Section 11.01.    Company, the Issuer and the Subsidiary Guarantors May Consolidate on Certain Terms.............58
Section 11.02.    Successor to Be Substituted....................................................................59
Section 11.03.    Opinion of Counsel to Be Given Trustee.........................................................60

                                                     ARTICLE 12
                                      SATISFACTION AND DISCHARGE OF INDENTURE

Section 12.01.    Discharge of Indenture.........................................................................60
Section 12.02.    Paying Agent to Repay Monies Held..............................................................61
Section 12.03.    Return of Unclaimed Monies.....................................................................61

                                                     ARTICLE 13
                          IMMUNITY OF INCORPORATORS, STOCKHOLDERS, OFFICERS AND DIRECTORS

Section 13.01.    Indenture and Notes Solely Corporate Obligations...............................................61

                                                     ARTICLE 14
                                                 EXCHANGE OF NOTES

Section 14.01.    Right to Exchange..............................................................................62
Section 14.02.    Exercise of Exchange Right; Issuance of Common Stock on Exchange; No Adjustment for
                  Interest or Dividends..........................................................................64
Section 14.03.    Payment Upon Exchange; Cash Payments in Lieu of Fractional Shares..............................66
</TABLE>


                                      iii
<PAGE>
<TABLE>
                                                                                                               Page
<S>                                                                                                       <C>
Section 14.04.    Exchange Rate..................................................................................67
Section 14.05.    Adjustment of Exchange Rate....................................................................67
Section 14.06.    Effect of Reclassification, Consolidation, Merger or Sale......................................73
Section 14.07.    Exchange After a Public Acquirer Change of Control.............................................74
Section 14.08.    Taxes on Shares Issued.........................................................................75
Section 14.09.    Reservation of Shares, Shares to Be Fully Paid; Compliance with Governmental
                  Requirements; Listing of Common Stock..........................................................75
Section 14.10.    Responsibility of Trustee......................................................................77
Section 14.11.    Notice to Holders Prior to Certain Actions.....................................................77
Section 14.12.    Stockholder Rights Plan........................................................................78

                                                     ARTICLE 15
                                                     GUARANTEES

Section 15.01.    Guarantees.....................................................................................78
Section 15.02.    Limitation on Liability........................................................................80
Section 15.03.    Successors and Assigns.........................................................................80
Section 15.04.    No Waiver......................................................................................81
Section 15.05.    Modification...................................................................................81
Section 15.06.    Execution of Supplemental Indenture for Future Guarantors......................................81

                                                     ARTICLE 16
                                              MISCELLANEOUS PROVISIONS

Section 16.01.    Provisions Binding on Successors...............................................................81
Section 16.02.    Official Acts by Successor Corporation.........................................................81
Section 16.03.    Addresses for Notices, Etc.....................................................................82
Section 16.04.    Governing Law..................................................................................82
Section 16.05.    Evidence of Compliance with Conditions Precedent, Certificates to Trustee......................82
Section 16.06.    Business Days..................................................................................83
Section 16.07.    Company Responsible for Making Calculations....................................................83
Section 16.08.    Trust Indenture Act............................................................................83
Section 16.09.    No Security Interest Created...................................................................83
Section 16.10.    Table of Contents, Headings, Etc...............................................................83
Section 16.11.    Authenticating Agent...........................................................................83
Section 16.12.    Execution in Counterparts......................................................................84
Section 16.13.    Severability...................................................................................84
Section 16.14.    Force Majeure..................................................................................85

Schedule A        Additional Shares Table...................................................................SCH A-1

Exhibit A         Form of Note..................................................................................A-1

Exhibit B         Form of Restrictive Legend for Common Stock Issued upon Exchange..............................B-1

Exhibit C         Form of Supplemental Indenture................................................................C-1
</TABLE>


                                       iv
<PAGE>
                                    INDENTURE

      INDENTURE dated as of July 29, 2005 among CSK Auto, Inc., an Arizona
corporation (hereinafter called the "COMPANY"), having its principal office at
645 East Missouri Avenue, Suite 400, Phoenix, AZ 85012, CSK Auto Corporation, a
Delaware corporation, having its principal office at 645 East Missouri Avenue,
Suite 400, Phoenix, AZ 85012, and the parent of the Company (hereinafter called
the "ISSUER"), and The Bank of New York Trust Company, N.A., a national banking
association, as trustee hereunder (hereinafter called the "TRUSTEE").

                                   WITNESSETH:

      WHEREAS, for its lawful corporate purposes, the Company has duly
authorized the issue of its 3 3/8% Senior Exchangeable Notes due 2025
(hereinafter called the "NOTES"), in an aggregate Principal Amount not to exceed
$110,000,000 (or up to $125,000,000 if the Initial Purchasers' over-allotment
option set forth in the Purchase Agreement is exercised in full), and the Issuer
and the Subsidiary Guarantors have duly authorized the Guarantees (as
hereinafter defined), and, to provide the terms and conditions upon which the
Notes and the Guarantees are to be authenticated, issued and delivered, the
Issuer has duly authorized the issuance of its shares of Common Stock upon
exchange of the Notes to the extent required herein and the Company, the Issuer
and the Subsidiary Guarantors have duly authorized the execution and delivery of
this Indenture; and

      WHEREAS, the Notes, the Guarantees set forth herein, the certificate of
authentication to be borne by the Notes, a form of assignment, a form of
fundamental change repurchase election, a form of Company repurchase election
and a form of exchange notice to be borne by the Notes are to be substantially
in the forms hereinafter provided for; and

      WHEREAS, all acts and things necessary to make the Notes and the
Guarantees set forth herein when executed by the Company, the Issuer and the
Subsidiary Guarantors, as applicable, and authenticated and delivered by the
Trustee or a duly authorized authenticating agent, as in this Indenture
provided, the valid, binding and legal obligations of the Company, the Issuer
and the Subsidiary Guarantors, as applicable, and to constitute this Indenture a
valid agreement according to its terms, have been done and performed, and the
execution of this Indenture and the issue hereunder of the Notes and the
Guarantees set forth herein have in all respects been duly authorized,

      NOW, THEREFORE, THIS INDENTURE WITNESSETH:

      That in order to declare the terms and conditions upon which the Notes and
the Guarantees are, and are to be, authenticated, issued and delivered, and in
consideration of the premises and of the purchase and acceptance of the Notes by
the holders thereof, the Company, the Issuer and the Subsidiary Guarantors
covenant and agree with the Trustee for the equal and proportionate benefit of
the respective holders from time to time of the Notes (except as otherwise
provided below), as follows:
<PAGE>
                                    ARTICLE 1
                                   DEFINITIONS

      Section 1.01. Definitions. The terms defined in this Section 1.01 (except
as herein otherwise expressly provided or unless the context otherwise requires)
for all purposes of this Indenture and of any indenture supplemental hereto
shall have the respective meanings specified in this Section 1.01. All other
terms used in this Indenture that are defined in the Trust Indenture Act or
which are by reference therein defined in the Securities Act (except as herein
otherwise expressly provided or unless the context otherwise requires) shall
have the meanings assigned to such terms in the Trust Indenture Act and in the
Securities Act as in force at the date of the execution of this Indenture. The
words "HEREIN", "HEREOF", "HEREUNDER" and words of similar import refer to this
Indenture as a whole and not to any particular Article, Section or other
Subdivision. The terms defined in this Article include the plural as well as the
singular.

      "ADDITIONAL INTEREST" has the meaning specified for "ADDITIONAL INTEREST"
in Section 2(e) of the Registration Rights Agreement.

      "ADDITIONAL INTEREST NOTICE" has the meaning specified in Section 4.09.

      "ADDITIONAL NOTES" has the meaning specified in Section 2.02.

      "ADDITIONAL SHARES" has the meaning specified in Section 14.01(e).

      "ADJUSTMENT EVENT" has the meaning specified in Section 14.05(j).

      "AGENT MEMBERS" has the meaning specified in Section 2.05(b)(v).

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

      "APPLICABLE CONSIDERATION" has the meaning specified in Section 14.06

      "BOARD OF DIRECTORS" means the Board of Directors of the Company or the
Issuer, as the case may be, or a committee of such Board duly authorized to act
for it hereunder.

      "BUSINESS DAY" means any day, other than a Saturday or Sunday, that is
neither a legal holiday nor a day on which commercial banks are authorized or
required by law, regulation or executive order to close in The City of New York
or the city in which the principal Corporate Trust Office of the Trustee is
located.

      "CAPITAL STOCK" of any Person means any and all shares (including ordinary
shares or American Depositary Shares), interests, participations or other
equivalents however designated of corporate stock or other equity
participations, including partnership interests, whether general


                                       2
<PAGE>
or limited, of such Person and any rights (other than debt securities
convertible or exchangeable into an equity interest), warrants or options to
acquire an equity interest in such Person.

      "CASH SETTLEMENT AVERAGING PERIOD" with respect to any Note means the 20
consecutive Trading Day period beginning on the second Trading Day after a
holder of Notes delivers an exchange notice to the Exchange Agent, except that
with respect to any notice of exchange received after the date of issuance of a
Redemption Notice, it shall mean the 20 consecutive Trading Day period ending on
the third Trading Day immediately preceding the applicable Redemption Date.

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

      "COMMON STOCK" means any stock of any class of the Issuer which has no
preference in respect of dividends or of amounts payable in the event of any
voluntary or involuntary liquidation, dissolution or winding up of the Issuer
and which is not subject to redemption by the Issuer Subject to the provisions
of Section 14.06, however, shares issuable on exchange of Notes shall include
only shares of the class designated as common stock of the Issuer at the date of
this Indenture (namely, the Common Stock, par value of $0.01 per share) or
shares of any class or classes resulting from any reclassification or
reclassifications thereof and which have no preference in respect of dividends
or of amounts payable in the event of any voluntary or involuntary liquidation,
dissolution or winding up of the Issuer and which are not subject to redemption
by the Issuer; provided that if at any time there shall be more than one such
resulting class, the shares of each such class then so issuable on exchange
shall be substantially in the proportion which the total number of shares of
such class resulting from all such reclassifications bears to the total number
of shares of all such classes resulting from all such reclassifications.

      "COMPANY" means the corporation named as the "COMPANY" in the first
paragraph of this Indenture, and, subject to the provisions of Article 11 and
Section 14.06, shall include its successors and assigns.

      "COMPANY REPURCHASE DATE" has the meaning specified in Section 3.05(a).

      "COMPANY REPURCHASE ELECTION" has the meaning specified in Section
3.05(c).

      "COMPANY REPURCHASE NOTICE" has the meaning specified in Section 3.05(b).

      "COMPANY REPURCHASE PRICE" has the meaning specified in Section 3.05(a).

      "CONTINUING DIRECTOR" means a director who was a member of the the
Issuer's Board of Directors on the date of this Indenture or who becomes a
director subsequent to such date and whose election, appointment or nomination
for election by the stockholders of the Issuer is duly approved by a majority of
the continuing directors on the Issuer's Board of Directors at the time of such
approval, either by a specific vote or by approval of the proxy statement issued
by the Issuer on behalf of the the Issuer's entire Board of Directors in which
such individual is named as nominee for director.


                                       3
<PAGE>
      "CORPORATE TRUST OFFICE" or other similar term, means the designated
office of the Trustee at which at any particular time its corporate trust
business as it relates to this Indenture shall be principally administered,
which office is, at the date as of which this Indenture is dated, located at 700
South Flower Street, Suite 500, Los Angeles, California 90017, Attn: Corporate
Trust Administration or at any other address as the Trustee may designate from
time to time by notice to the holders.

      "CUSTODIAN" means The Bank of New York Trust Company, N.A., as custodian
for The Depository Trust Company with respect to the Notes in global form, or
any successor entity thereto.

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

      "DEFAULTED INTEREST" has the meaning specified in Section 2.03.

      "DEPOSITARY" means the clearing agency registered under the Exchange Act
that is designated to act as the Depositary for the Global Notes. The Depository
Trust Company shall be the initial Depositary, until a successor shall have been
appointed and become such pursuant to the applicable provisions of this
Indenture, and thereafter, "DEPOSITARY" shall mean or include such successor.

      "DETERMINATION DATE" has the meaning specified in Section 14.05(j).

      "DOMESTIC SUBSIDIARY" means any Subsidiary of the Company organized under
the laws of any federal, state or local jurisdiction of the United States.

      "EFFECTIVE DATE" has the meaning specified in Section 14.01(e).

      "EVENT OF DEFAULT" means any event specified in Section 6.01 as an Event
of Default.

      "EXCHANGE ACT" means the Securities Exchange Act of 1934, as amended, and
the rules and regulations promulgated thereunder, as in effect from time to
time.

      "EXCHANGE AGENT" means the Trustee or such other office or agency
designated by the Company where Notes may be presented for exchange.

      "EXCHANGE DATE" has the meaning specified in Section 14.02.

      "EXCHANGE PRICE" as of any day means the Principal Amount divided by the
Exchange Rate as of such date and rounded to the nearest cent. The initial
Exchange Price shall be $23.09 per share of Common Stock.

      "EXCHANGE RATE" has the meaning specified in Section 14.04.

      "EXCHANGE VALUE" means the product of (1) the applicable Exchange Rate and
(2) the average of the Last Reported Sale Prices of the Common Stock for the 20
consecutive Trading Days during the Cash Settlement Averaging Period.


                                       4
<PAGE>
      "EX-DIVIDEND DATE" means, with respect to any issuance or distribution on
shares of Common Stock, the first date upon which a sale of the Common Stock
does not automatically transfer the right to receive such issuance or
distribution from the seller of the Common Stock to the buyer.

      "EXPIRATION TIME" has the meaning specified in Section 14.05(e).

      "FUNDAMENTAL CHANGE" means the occurrence of any of the following:

      (i)   a "person" or "group" within the meaning of Section 13(d) of the
Exchange Act other than the Issuer, its subsidiaries or its or their employee
benefit plans, files a Schedule TO or any other schedule, form or report under
the Exchange Act disclosing that such person or group has become the direct or
indirect ultimate "beneficial owner," as defined in Rule 13d-3 under the
Exchange Act, of more than 50% of the total voting power of all shares of the
Issuer's capital stock that are entitled to vote generally in the election of
directors;

      (ii)  consummation of any share exchange, consolidation or merger of the
Issuer or any sale, lease, conveyance or other transfer in one transaction or a
series of transactions of all or substantially all of the consolidated assets of
the Issuer and its subsidiaries, taken as a whole, to any person other than the
Issuer or one or more of its subsidiaries pursuant to which the Common Stock
will be exchanged into cash, securities or other property; provided, however,
that a transaction where the holders of the Issuer's voting capital stock
immediately prior to such transaction have, directly or indirectly, more than
50% of the aggregate voting power of all shares of capital stock of the
continuing or surviving corporation or transferee entitled to vote generally in
the election of directors immediately after such event shall not be a
Fundamental Change;

      (iii) Continuing Directors cease to constitute at least a majority of the
Issuer's Board of Directors;

      (iv)  the stockholders of the Issuer approve any plan or proposal for its
liquidation or dissolution; or

      (v)   the Common Stock or other common stock into which the Notes are
exchangeable is neither listed for trading on a U.S. national securities
exchange nor approved for trading on the Nasdaq National Market or another
established automated over the-counter trading market in the United States.

      A Fundamental Change will not be deemed to have occurred in respect of
clauses (i) and (ii) above, however, however, if at least 90% of the
consideration, excluding cash payments for fractional shares or made in
connection with the exercise of dissenters' rights, in the transaction or
transactions constituting the Fundamental Change consists of shares of capital
stock traded on a national securities exchange or quoted on the Nasdaq National
Market or which will be so traded or quoted when issued or exchanged in
connection with a Fundamental Change (these securities being referred to as
"publicly traded securities") and as a result of this transaction or
transactions the Notes become exchangeable into such publicly traded securities,
excluding cash payments for fractional shares.


                                       5
<PAGE>
      "FUNDAMENTAL CHANGE REPURCHASE DATE" has the meaning specified in Section
3.04(a).

      "FUNDAMENTAL CHANGE REPURCHASE ELECTION" has the meaning specified in
Section 3.04(c)(i).

      "FUNDAMENTAL CHANGE REPURCHASE NOTICE" has the meaning specified in
Section 3.04(b).

      "FUNDAMENTAL CHANGE REPURCHASE PRICE" has the meaning provided in Section
3.04(a).

      "GLOBAL NOTE" has the meaning specified in Section 2.02.

      "GUARANTEED OBLIGATIONS" has the meaning specified in Section 15.01.

      "GUARANTEES" means collectively, the obligations of the Issuer and the
Subsidiary Guarantors under Article 15.

      "INDENTURE" means this instrument as originally executed or, if amended or
supplemented as herein provided, as so amended or supplemented.

      "INITIAL NOTES" has the meaning specified in Section 2.02.

      "INITIAL PURCHASERS" means J.P. Morgan Securities Inc. and Banc of America
Securities LLC.

      "INTEREST" means, when used with reference to the Notes, any regular
interest payable under the terms of the Notes, including Additional Interest, if
any, payable under the terms of the Registration Rights Agreement.

      "INTEREST PAYMENT DATE" means August 15 and February 15 of each year,
commencing February 15, 2006.

      "ISSUER" means the corporation named as the "ISSUER" in the first
paragraph of this Indenture, and, subject to the provisions of Article 11 and
Section 14.06, shall include its successors and assigns.

      "LAST REPORTED SALE PRICE" of the Common Stock (or Public Acquirer Common
Stock) on any date means the closing sale price per share (or if no closing sale
price is reported, the average of the bid and asked prices or, if more than one
in either case, the average of the average bid and the average asked prices) on
that date as reported in composite transactions for the principal U.S.
securities exchange on which the Common Stock (or Public Acquirer Common Stock)
is traded or, if the Common Stock is not listed on a U.S. national or regional
securities exchange, as reported by the Nasdaq National Market. If the Common
Stock is not listed for trading on a U.S. national or regional securities
exchange and not reported by the Nasdaq National Market on the relevant date,
the "Last Reported Sale Price" will be the last quoted bid price for the Common
Stock in the over-the-counter market on the relevant date as reported by the
National Quotation Bureau Incorporated or similar organization. If the Common
Stock is not


                                       6
<PAGE>
so quoted, the "Last Reported Sale Price" will be the average of the mid-point
of the last bid and asked prices for the Common Stock on the relevant date
quoted by each of at least three nationally recognized independent investment
banking firms selected by the Company for this purpose.

      "MAJORITY OWNED" means having "beneficial ownership" (as defined in Rule
13(d)(3) under the Exchange Act) of more than 50% of the total voting power of
all shares of the respective entity's capital stock that are entitled to vote
generally in the election of directors. "MAJORITY OWNER" has the correlative
meaning.

      "NON-ELECTING SHARE" has the meaning specified in Section 14.06.

      "NOTE" or "NOTES" means any Note or Notes, as the case may be,
authenticated and delivered under this Indenture, including any Global Note.

      "NOTE REGISTER" has the meaning specified in Section 2.05.

      "NOTE REGISTRAR" has the meaning specified in Section 2.05.

      "NOTEHOLDER" or "HOLDER" as applied to any Note, or other similar terms
(but excluding the term "beneficial holder"), means any Person in whose name at
the time a particular Note is registered on the Note Registrar's books.

      "OFFERING MEMORANDUM" means the offering memorandum dated July 25, 2005
relating to the Notes.

      "OFFICERS' CERTIFICATE", when used with respect to the Company, means a
certificate signed by any two of the Chairman of the Board, the Chief Executive
Officer, the Chief Operating Officer, the President, the Chief Financial
Officer, any Vice President (whether or not designated by a number or numbers or
word or words added before or after the title "Vice President"), the Treasurer
or the Secretary of the Company at least one of whom shall be the Chief
Financial Officer or any more senior officer. "Officers' Certificate" of the
Issuer or any Subsidiary Guarantor has a correlative meaning.

      "OPINION OF COUNSEL" means an opinion in writing signed by legal counsel,
who may be an employee of or counsel to the Company or the Issuer.

      "OUTSTANDING", when used with reference to Notes and subject to the
provisions of Section 7.04, means, as of any particular time, all Notes
authenticated and delivered by the Trustee under this Indenture, except:

      (a)   Notes theretofore canceled by the Trustee or delivered to the
Trustee for cancellation;

      (b)   Notes, or portions thereof, (i) for the redemption of which monies
in the necessary amount shall have been deposited in trust with the Trustee or
with any Paying Agent (other than the Company, the Issuer or the Subsidiary
Guarantors) or (ii) which shall have been otherwise discharged in accordance
with Article 12;


                                       7
<PAGE>
      (c)   Notes in lieu of which, or in substitution for which, other Notes
shall have been authenticated and delivered pursuant to the terms of Section
2.06;

      (d)   Notes exchanged into cash or a combination of cash and Common Stock,
as the case may be, pursuant to Article 13 and Notes deemed not outstanding
pursuant to Article 3; and

      (e)   Notes paid pursuant to Section 2.06.

      "PAYING AGENT" means the Trustee or such other office or agency designated
by the Company where Notes may be presented for payment.

      "PERSON" means a corporation, an association, a partnership, a limited
liability company, an individual, a joint venture, a joint stock company, a
trust, an unincorporated organization or a government or an agency or a
political subdivision thereof.

      "PORTAL MARKET" means The Portal Market operated by the National
Association of Securities Dealers, Inc. or any successor thereto.

      "PREDECESSOR NOTE" of any particular Note means every previous Note
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 2.06 in lieu of a lost, destroyed or
stolen Note shall be deemed to evidence the same debt as the lost, destroyed or
stolen Note that it replaces.

      "PRINCIPAL AMOUNT" of a Note means the stated Principal Amount as set
forth on the face of such Note.

      "PUBLIC ACQUIRER CHANGE OF CONTROL" means a Fundamental Change in which
the acquirer has a class of common stock traded on any U.S. national securities
exchange or quoted on the Nasdaq National Market or which will be so traded or
quoted when issued or exchanged in connection with such Fundamental Change (the
"PUBLIC ACQUIRER COMMON STOCK"). If an acquirer does not itself have a class of
common stock satisfying the foregoing requirement, it shall be deemed to have
Public Acquirer Common Stock if a corporation that directly or indirectly is the
Majority Owner of the acquirer has a class of common stock satisfying the
foregoing requirement; in such case, all references to Public Acquirer Common
Stock shall refer to such class of common stock.

      "PUBLIC ACQUIRER COMMON STOCK" has the meaning assigned to it in the
definition of Public Acquirer Change of Control in this Section 1.01.

      "PURCHASE AGREEMENT" means the Purchase Agreement, dated as of July 25,
2005 among the Company, the Issuer, the Subsidiary Guarantors on such date and
the Initial Purchasers.

      "QIB" means a "QUALIFIED INSTITUTIONAL BUYER" as defined in Rule 144A.

      "REDEMPTION DATE" has the meaning specified in Section 3.02(a).


                                       8
<PAGE>
      "REDEMPTION NOTICE" has the meaning specified in Section 3.02(a).

      "REDEMPTION PRICE" has the meaning specified in Section 3.01.

      "REGISTRATION RIGHTS AGREEMENT" means the Registration Rights Agreement,
dated as of July 29, 2005, among the Company, the Issuer, the Subsidiary
Guarantors on such date and the Initial Purchasers, as amended from time to time
in accordance with its terms.

      "REGULAR RECORD DATE" means, with respect to each Interest Payment Date,
5:00 p.m., New York City time, on the August 1 or February 1 next preceding such
Interest Payment Date (whether or not a Business Day).

      "REPURCHASE DATE" means the Fundamental Change Repurchase Date or the
Company Repurchase Date, as applicable.

      "REPURCHASE ELECTION" means the Fundamental Change Repurchase Election or
the Company Repurchase Election, as applicable.

      "REPURCHASE PRICE" means the Fundamental Change Repurchase Price or the
Company Repurchase Price, as applicable.

      "RESPONSIBLE OFFICER" means, when used with respect to the Trustee, any
officer within the corporate trust department of the Trustee, including any vice
president, assistant vice president, assistant secretary, assistant treasurer,
trust officer or any other officer of the Trustee who customarily performs
functions similar to those performed by the Persons who at the time shall be
such officers, respectively, or to whom any corporate trust matter is referred
because of such person's knowledge of and familiarity with the particular
subject and who shall have direct responsibility for the administration of this
Indenture.

      "RESTRICTED SECURITIES" has the meaning specified in Section 2.05(c).

      "RULE 144A" means Rule 144A as promulgated under the Securities Act.

      "SECURITIES ACT" means the Securities Act of 1933, as amended, and the
rules and regulations promulgated thereunder, as in effect from time to time.

      "SENIOR SUBORDINATED NOTES INDENTURE" means the indenture, dated as of
January 16, 2004 among the Company, the guarantors named therein and The Bank of
New York, as trustee, relating to the 7% senior subordinated notes due 2014.

      "SETTLEMENT AMOUNT" has the meaning specified in Section 14.03(a).

      "SIGNIFICANT SUBSIDIARY" means any Subsidiary that would be a "Significant
Subsidiary" within the meaning of Rule 1-02 under Regulation S-X promulgated by
the Commission.

      "SPECIAL RECORD DATE" has the meaning specified in Section 2.03.

      "SPIN-OFF" has the meaning specified in Section 15.05(c).


                                       9
<PAGE>
      "STATED MATURITY" means August 15, 2025.

      "STOCK PRICE" means the price per share of Common Stock paid in connection
with a corporate transaction described in Section 14.01(b) hereof, which shall
be equal to (i) if holders of Common Stock receive only cash in such corporate
transaction, the cash amount paid per share of Common Stock and (ii) in all
other cases, the average of the Last Reported Sale Prices of Common Stock over
the five Trading Day period ending on the Trading Day preceding the Effective
Date.

      "STOCK RECORD DATE" means, with respect to any dividend, distribution or
other transaction or event in which the holders of Common Stock have the right
to receive any cash, securities or other property or in which the Common Stock
(or other applicable security) is exchanged for or converted into any
combination of cash, securities or other property, the date fixed for
determination of stockholders entitled to receive such cash, securities or other
property (whether such date is fixed by the Board of Directors or by statute,
contract or otherwise).

      "SUBSIDIARY" means, with respect to any Person, (i) any corporation,
association or other business entity of which more than 50% of the total voting
power of shares of capital stock or other equity interest entitled (without
regard to the occurrence of any contingency) to vote in the election of
directors, managers or trustees thereof is at the time owned or controlled,
directly or indirectly, by such Person or one or more of the other subsidiaries
of that Person (or a combination thereof) and (ii) any partnership (a) the sole
general partner or managing general partner of which is such Person or a
subsidiary of such Person or (b) the only general partners of which are such
Person or of one or more subsidiaries of such Person (or any combination
thereof).

      "SUBSIDIARY GUARANTEES" means the obligations of the Subsidiary Guarantors
under Article 15.

      "SUBSIDIARY GUARANTORS" means CSK Auto.Com, Inc. and each other subsidiary
of the Company that hereafter guarantees the Notes pursuant to the terms of this
Indenture.

      "TRADING DAY" means a day during which trading in the Common Stock
generally occurs and a closing sale price for the Common Stock is provided on
the New York Stock Exchange or, if the Common Stock is not listed on the New
York Stock Exchange, on the principal other U.S. national or regional securities
exchange on which the Common Stock is then listed or, if the Common Stock is not
listed on a U.S. national or regional securities exchange, as reported by the
Nasdaq National Market or if the Common Stock is not listed in a U.S. national
or regional securities exchange or reported by the Nasdaq National Market, on
the principal other market on which the Common Stock is then traded; provided
that if the Common Stock is not traded on any market, then "Trading Day" shall
mean a day the Last Reported Sale Price can be obtained (as determined by the
Company's Board of Directors).

      "TRUST INDENTURE ACT" means the Trust Indenture Act of 1939, as amended,
as it was in force at the date of this Indenture, except as provided in Sections
10.03 and 14.06; provided that if the Trust Indenture Act of 1939 is amended
after the date hereof, the term "TRUST INDENTURE


                                       10
<PAGE>
ACT" shall mean, to the extent required by such amendment, the Trust Indenture
Act of 1939 as so amended.

      "TRUSTEE" means The Bank of New York Trust Company, N.A. and its
successors and any corporation resulting from or surviving any consolidation or
merger to which it or its successors may be a party and any successor trustee at
the time serving as successor trustee hereunder.

                                   ARTICLE 2
                   ISSUE, DESCRIPTION, EXECUTION, REGISTRATION
                              AND EXCHANGE OF NOTES

      Section 2.01. Designation Amount and Issue of Notes. The Notes shall be
designated as "3 3/8% SENIOR EXCHANGEABLE NOTES DUE 2025". Initially, Notes (the
"INITIAL NOTES") not to exceed the aggregate Principal Amount of $110,000,000
(or up to $125,000,000 if the Initial Purchasers' over-allotment option set
forth in the Purchase Agreement is exercised in full) (except pursuant to
Sections 2.05, 2.06, 3.04, 3.05 and 14.02 hereof) upon the execution of this
Indenture may be executed by the Company and delivered to the Trustee for
authentication, and the Trustee shall thereupon authenticate and deliver said
Notes to or upon the written order of the Company, signed by its Chief Executive
Officer, its President, its Chief Operating Officer, its Chief Financial Officer
or any Vice President (whether or not designated by a number or numbers or word
or words added before or after the title "Vice President"), without any further
action by the Company hereunder. In addition, the Company may issue, from time
to time in accordance with the provisions of this Indenture additional Notes
(the "ADDITIONAL NOTES") and such Notes may be executed by the Company and
delivered to the Trustee for authentication, and the Trustee shall thereupon
authenticate and deliver said Notes to or upon the written order of the Company,
signed by its Chief Executive Officer, its President, its Chief Operating
Officer, its Chief Financial Officer or any Vice President (whether or not
designated by a number or numbers or word or words added before or after the
title "Vice President").

            With respect to any Additional Notes, the Company shall set forth in
(i) Resolutions of the Company Board of Directors and the Issuer Board of
Directors and (ii) one or more indentures supplemental hereto, the following
information:

      (1)   the aggregate principal amount of such Additional Notes to be
authenticated and delivered pursuant to this Indenture (except pursuant to
Sections 2.05, 2.06, 3.04, 3.05 and 14.02) which may be in an unlimited
aggregate principal amount;

      (2)   the issue price and the issue date of such Additional Notes,
including the date from which interest shall accrue;

      (3)   whether such Additional Notes shall be Restricted Securities or
securities that are not Restricted Securities; and

      (4)   that the Issuer has reserved the number of additional shares of
Common Stock sufficient to provide for the exchange of the Additional Notes from
time to time.


                                       11
<PAGE>
            The Initial Notes and the Additional Notes, if any, shall be
considered collectively as a single class (regardless of any series designation)
for all purposes of this Indenture. Holders of the Initial Notes and the
Additional Notes will vote and consent together on all matters to which such
holders are entitled to vote or consent as one class, and none of the holders of
the Initial Notes or the Additional Notes shall have the right to vote or
consent as a separate class on any matter to which such Holders are entitled to
vote or consent.

      Additional Notes may be offered and sold by the Company from time to time
pursuant to one or more purchase agreements which shall specify the terms under
which such Additional Notes will be sold in accordance with applicable law.

      Section 2.02. Form of Notes. The Notes and the Trustee's certificate of
authentication to be borne by such Notes shall be substantially in the form set
forth in Exhibit A. The terms and provisions contained in the form of Note
attached as Exhibit A hereto shall constitute, and are hereby expressly made, a
part of this Indenture and, to the extent applicable, the Company and the
Trustee, by their execution and delivery of this Indenture, expressly agree to
such terms and provisions and to be bound thereby.

      Any of the Notes may have such letters, numbers or other marks of
identification and such notations, legends, endorsements or changes as the
officers executing the same may approve (execution thereof to be conclusive
evidence of such approval) and as are not inconsistent with the provisions of
this Indenture, or as may be required by the Custodian, the Depositary or by the
National Association of Securities Dealers, Inc. in order for the Notes to be
tradable on The Portal Market or as may be required for the Notes to be tradable
on any other market developed for trading of securities pursuant to Rule 144A or
as may be required to comply with any applicable law or with any rule or
regulation made pursuant thereto or with any rule or regulation of any
securities exchange or automated quotation system on which the Notes may be
listed, or to conform to usage, or to indicate any special limitations or
restrictions to which any particular Notes are subject.

      So long as the Notes are eligible for book-entry settlement with the
Depositary, or unless otherwise required by law, or otherwise contemplated by
Section 2.05(a), all of the Notes will be represented by one or more Notes in
global form registered in the name of the Depositary or the nominee of the
Depositary (a "GLOBAL NOTE"). The transfer and exchange of beneficial interests
in any such Global Note shall be effected through the Depositary in accordance
with this Indenture and the applicable procedures of the Depositary. Except as
provided in Section 2.05(a), beneficial holders of a Global Note will not
receive or be entitled to receive physical delivery of certificates in
definitive form and will not be considered holders of such Global Note.

      Any Global Note shall represent such of the outstanding Notes as shall be
specified therein and shall provide that it shall represent the aggregate
Principal Amount of outstanding Notes from time to time endorsed thereon and
that the aggregate Principal Amount of outstanding Notes represented thereby may
from time to time be increased or reduced to reflect redemptions, repurchases,
conversions, transfers or exchanges permitted hereby. Any endorsement of a
Global Note to reflect the amount of any increase or decrease in the Principal
Amount of outstanding Notes represented thereby shall be made by the Trustee or
the Custodian,


                                       12
<PAGE>
at the direction of the Trustee, in such manner and upon instructions given by
the holder of such Notes in accordance with this Indenture. Payment of the
Principal Amount of and Interest on any Global Note shall be made to the holder
of such Note.

      Section 2.03. Date and Denomination of Notes; Payments of Interest. The
Notes shall be issuable in fully registered form without interest coupons in
denominations of $1,000 Principal Amount and integral multiples thereof. Each
Note shall be dated the date of its authentication and shall bear Interest from
the date specified on the face of the form of Note attached as Exhibit A hereto.
Interest on the Notes shall be computed on the basis of a 360-day year comprised
of twelve 30-day months.

      The Person in whose name any Note (or its Predecessor Note) is registered
on the Note Register at 5:00 p.m., New York City time, on the Regular Record
Date with respect to an Interest Payment Date (whether or not such day is a
Business Day) shall be entitled to receive the Interest payable on such Interest
Payment Date, except that (i) Interest payable at the Stated Maturity will be
payable to the Person to whom the Principal Amount is payable and (ii) the
Interest payable upon redemption or repurchase will be payable to the Person to
whom the Principal Amount is payable pursuant to such redemption or repurchase
(unless the Redemption Date or the Repurchase Date, as the case may be, is after
a Regular Record Date and on or prior to the corresponding Interest Payment
Date, in which case the semi-annual payment of interest becoming due on such
date shall be payable to the holders of such Notes registered as such on the
applicable Regular Record Date). Interest shall be payable at the office of the
Company maintained by the Company for such purposes, which shall initially be an
office or agency of the Trustee. The Company shall pay Interest (i) on any Notes
in certificated form by check mailed to the address of the Person entitled
thereto as it appears in the Note Register (or upon written notice, by wire
transfer in immediately available funds, if such Person is entitled to Interest
on Notes with an aggregate Principal Amount in excess of $2,000,000) (provided
that at the Stated Maturity, Interest on any Note will be payable with the
Principal Amount at the Company's office or agency in New York City) or (ii) on
any Global Note by wire transfer of immediately available funds to the account
of the Depositary or its nominee.

      Any Interest on any Note which is payable, but is not punctually paid or
duly provided for, on any August 15 or February 15 (herein called "DEFAULTED
INTEREST") shall forthwith cease to be payable to the Noteholder on the relevant
Regular Record Date by virtue of its having been such Noteholder, and such
Defaulted Interest shall be paid by the Company and the Issuer, at its election
in each case, as provided in clause (1) or (2) below:

      (1) The Company may elect to make payment of any Defaulted Interest to the
Persons in whose names the Notes (or their respective Predecessor Notes) are
registered at 5:00 p.m., New York City time, on a "SPECIAL RECORD Date" for the
payment of such Defaulted Interest, which shall be the date fixed in the
following manner. The Company shall notify the Trustee in writing of the amount
of Defaulted Interest proposed to be paid on each Note and the date of the
proposed payment (which shall be not less than twenty-five days after the
receipt by the Trustee of such notice, unless the Trustee shall consent to an
earlier date), and at the same time the Company shall deposit with the Trustee
an amount of money equal to the aggregate amount to be paid in respect of such
Defaulted Interest or shall make arrangements satisfactory to the Trustee for
such deposit on or prior to the date of the proposed payment, such money when
deposited to


                                       13
<PAGE>
be held in trust for the benefit of the Persons entitled to such Defaulted
Interest as in this clause provided. Thereupon the Trustee shall fix a Special
Record Date for the payment of such Defaulted Interest which shall be not more
than fifteen days and not less than ten days prior to the date of the proposed
payment, and not less than ten days after the receipt by the Trustee of the
notice of the proposed payment. The Trustee shall promptly notify the Company of
such Special Record Date and, in the name and at the expense of the Company,
shall cause notice of the proposed payment of such Defaulted Interest and the
Special Record Date therefor to be mailed, first-class postage prepaid, to each
holder at his address as it appears in the Note Register, not less than ten days
prior to such Special Record Date. Notice of the proposed payment of such
Defaulted Interest and the Special Record Date therefor having been so mailed,
such Defaulted Interest shall be paid to the Persons in whose names the Notes
(or their respective Predecessor Notes) are registered at 5:00 p.m., New York
City time, on such Special Record Date and shall no longer be payable pursuant
to the following clause (2) of this Section 2.03.

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

      Section 2.04. Execution of Notes. The Notes shall be signed in the name
and on behalf of the Company by the manual or facsimile signature of its Chief
Executive Officer, President, Chief Operating Officer, Chief Financial Officer
or any Vice President (whether or not designated by a number or numbers or word
or words added before or after the title "Vice President"). Only such Notes as
shall bear thereon a certificate of authentication substantially in the form set
forth on the form of Note attached as Exhibit A hereto, manually executed by the
Trustee (or an authenticating agent appointed by the Trustee as provided by
Section 16.11), shall be entitled to the benefits of this Indenture or be valid
or obligatory for any purpose. Such certificate by the Trustee (or such an
authenticating agent) upon any Note executed by the Company shall be conclusive
evidence that the Note so authenticated has been duly authenticated and
delivered hereunder and that the holder is entitled to the benefits of this
Indenture.

      In case any officer of the Company who shall have signed any of the Notes
shall cease to be such officer before the Notes so signed shall have been
authenticated and delivered by the Trustee, or disposed of by the Company, such
Notes nevertheless may be authenticated and delivered or disposed of as though
the person who signed such Notes had not ceased to be such officer of the
Company, and any Note may be signed on behalf of the Company by such persons as,
at the actual date of the execution of such Note, shall be the proper officers
of the Company, although at the date of the execution of this Indenture any such
person was not such an officer.

      Section 2.05. Exchange and Registration of Transfer of Notes; Restrictions
on Transfer. (a) The Company shall cause to be kept at the Corporate Trust
Office a register (the register maintained in such office and in any other
office or agency of the Company designated pursuant to Section 4.02 being herein
sometimes collectively referred to as the "NOTE REGISTER") in which, subject to
such reasonable regulations as it may prescribe, the Company shall provide for
the


                                       14
<PAGE>
registration of Notes and of transfers of Notes. The Note Register shall be in
written form or in any form capable of being converted into written form within
a reasonably prompt period of time. The Trustee is hereby appointed "NOTE
REGISTRAR" for the purpose of registering Notes and transfers of Notes as herein
provided. The Company may appoint one or more co-registrars in accordance with
Section 4.02.

      Upon surrender for registration of transfer of any Note to the Note
Registrar or any co-registrar, and satisfaction of the requirements for such
transfer set forth in this Section 2.05, the Company shall execute, and the
Trustee shall authenticate and deliver, in the name of the designated transferee
or transferees, one or more new Notes of any authorized denominations and of a
like aggregate Principal Amount and bearing such restrictive legends as may be
required by this Indenture.

      Notes may be exchanged for other Notes of any authorized denominations and
of a like aggregate Principal Amount, upon surrender of the Notes to be
exchanged at any such office or agency maintained by the Company pursuant to
Section 4.02. Whenever any Notes are so surrendered for exchange, the Company
shall execute, and the Trustee shall authenticate and deliver, the Notes which
the Noteholder making the exchange is entitled to receive bearing registration
numbers not contemporaneously outstanding.

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

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

      No service charge shall be made to any holder for any registration of,
transfer or exchange of Notes, but the Company may require payment by the holder
of a sum sufficient to cover any tax, assessment or other governmental charge
that may be imposed in connection with any registration of transfer or exchange
of Notes.

      Neither the Company nor the Trustee nor any Note Registrar shall be
required to exchange or register a transfer of (a) any Notes for a period of
fifteen days next preceding the mailing of a notice of redemption of Notes to be
redeemed, (b) any Notes or portions thereof called for redemption pursuant to
Section 3.01 (c) any Notes or portions thereof surrendered for exchange pursuant
to Article 14, (d) any Notes or portions thereof tendered for repurchase (and
not withdrawn) pursuant to Section 3.04 or (e) any Notes or portions thereof
tendered for repurchase (and not withdrawn) pursuant to Section 3.05.

      (b)   The following provisions shall apply only to Global Notes:

            (i)   Each Global Note authenticated under this Indenture shall be
      registered in the name of the Depositary or a nominee thereof and
      delivered to such Depositary or a


                                       15
<PAGE>
      nominee thereof or Custodian therefor, and each such Global Note shall
      constitute a single Note for all purposes of this Indenture.

            (ii)  Notwithstanding any other provision in this Indenture, no
      Global Note may be exchanged in whole or in part for Notes registered, and
      no transfer of a Global Note in whole or in part may be registered, in the
      name of any Person other than the Depositary or a nominee thereof unless
      (A) the Depositary (x) has notified the Company that it is unwilling or
      unable to continue as Depositary for such Global Note or (y) has ceased to
      be a clearing agency registered under the Exchange Act, and a successor
      depositary has not been appointed by the Company within ninety days, (B)
      an Event of Default has occurred and is continuing, (C) the Company, in
      its sole discretion, notifies the Trustee in writing that it no longer
      wishes to have all the Notes represented by Global Notes or (D) any
      beneficial holder reasonably requests such exchange on terms acceptable to
      the Company, the Trustee and the Depositary, which in the case of the
      Trustee may include, in the Trustee's sole discretion, among other things,
      the requirement that (i) the Trustee and any Note Registrar receive (a)
      from the Company or the Depositary, a written order, in either case
      requesting such exchange, and an Opinion of Counsel (which upon receipt
      thereof the Trustee and such Note Registrar shall be fully protected in
      relying) to the effect that (x) all securities laws in connection with
      such exchange have been complied with and (y) such exchange is otherwise
      authorized or permitted by this Indenture; and (b) from such beneficial
      holder (x) an affidavit as to its beneficial ownership interest in such
      Global Note and/or (y) an indemnity, reasonably satisfactory to the
      Trustee and such Note Registrar, against any loss, liability or expense to
      the Trustee and such Note Registrar to the extent that the Trustee or Note
      Registrar acts upon such order, affidavit and/or indemnity; and (ii) such
      exchange can be accomplished in a manner that is practicable and not
      inconsistent with the rules of any applicable Depositary or securities
      exchange upon which the Notes may be listed for trading. Any Global Note
      exchanged pursuant to clause (A) or (B) above shall be so exchanged in
      whole and not in part and any Global Note exchanged pursuant to clause (C)
      or (D) above may be exchanged in whole or from time to time in part as
      directed by the Company. Any Note issued in exchange for a Global Note or
      any portion thereof shall be a Global Note; provided that any such Note so
      issued that is registered in the name of a Person other than the
      Depositary or a nominee thereof shall not be a Global Note.

            (iii) Notes issued in exchange for a Global Note or any portion
      thereof pursuant to clause (ii) above shall be issued in definitive, fully
      registered form, without interest coupons, shall have an aggregate
      Principal Amount equal to that of such Global Note or portion thereof to
      be so exchanged, shall be registered in such names and be in such
      authorized denominations as the Depositary shall designate and shall bear
      any legends required hereunder. Any Global Note to be exchanged in whole
      shall be surrendered by the Depositary to the Trustee, as Note Registrar.
      With regard to any Global Note to be exchanged in part, either such Global
      Note shall be so surrendered for exchange or, if the Trustee is acting as
      Custodian for the Depositary or its nominee with respect to such Global
      Note, the Principal Amount thereof shall be reduced, by an amount equal to
      the portion thereof to be so exchanged, by means of an appropriate
      adjustment made on the records of the Trustee. Upon any such surrender or
      adjustment, the Trustee


                                       16
<PAGE>
      shall authenticate and make available for delivery the Note issuable on
      such exchange to or upon the written order of the Depositary or an
      authorized representative thereof.

            (iv)  In the event of the occurrence of any of the events specified
      in clause (ii) above, the Company will promptly make available to the
      Trustee a reasonable supply of certificated Notes in definitive, fully
      registered form, without interest coupons.

            (v)   Neither any members of, or participants in, the Depositary
      ("AGENT MEMBERS") nor any other Persons on whose behalf Agent Members may
      act shall have any rights under this Indenture with respect to any Global
      Note registered in the name of the Depositary or any nominee thereof, and
      the Depositary or such nominee, as the case may be, may be treated by the
      Company, the Issuer, the Subsidiary Guarantors, the Trustee and any agent
      of the Company, the Issuer, the Subsidiary Guarantors or the Trustee as
      the absolute owner and holder of such Global Note for all purposes
      whatsoever. Notwithstanding the foregoing, nothing herein shall prevent
      the Company, the Issuer, the Subsidiary Guarantors, the Trustee or any
      agent of the Company, the Issuer, the Subsidiary Guarantors or the Trustee
      from giving effect to any written certification, proxy or other
      authorization furnished by the Depositary or such nominee, as the case may
      be, or impair, as between the Depositary, its Agent Members and any other
      Person on whose behalf an Agent Member may act, the operation of customary
      practices of such Persons governing the exercise of the rights of a
      beneficial holder of any Note.

            (vi)  At such time as all interests in a Global Note have been
      redeemed, repurchased, canceled or exchanged for Notes in certificated
      form, such Global Note shall, upon receipt thereof, be canceled by the
      Trustee in accordance with standing procedures and instructions existing
      between the Depositary and the Custodian. At any time prior to such
      cancellation, if any interest in a Global Note is redeemed, repurchased,
      canceled or exchanged for Notes in certificated form, the Principal Amount
      of such Global Note shall, in accordance with the standing procedures and
      instructions existing between the Depositary and the Custodian, be
      appropriately reduced, and an endorsement shall be made on such Global
      Note, by the Trustee or the Custodian, at the direction of the Trustee, to
      reflect such reduction.

      (c)   Every Note that bears or is required under this Section 2.05(c) to
bear the legend set forth in this Section 2.05(c) (together with any Common
Stock issued upon exchange of the Notes bearing such legend and required to bear
the legend set forth in Exhibit B, collectively, the "RESTRICTED SECURITIES")
shall be subject to the restrictions on transfer set forth in this Section
2.05(c) (including those set forth in the legend below) unless such restrictions
on transfer shall be waived by written consent of the Company, and the holder of
each such Restricted Security, by such holder's acceptance thereof, agrees to be
bound by all such restrictions on transfer. As used in Section 2.05(c) and
2.05(d), the term "TRANSFER" encompasses any sale, pledge, loan, transfer or
other disposition whatsoever of any Restricted Security or any interest therein.

      Until the expiration of the holding period applicable to sales thereof
under Rule 144(k) under the Securities Act (or any successor provision), any
certificate evidencing such Note (and


                                       17
<PAGE>
all securities issued in exchange therefor or substitution thereof, other than
Common Stock, if any, issued upon exchange thereof, which shall bear the legend
set forth in Exhibit B, if applicable) shall bear a legend in substantially the
following form, unless such Note has been sold pursuant to a registration
statement that has been declared effective under the Securities Act (and which
continues to be effective at the time of such transfer) or pursuant to Rule 144
under the Securities Act or any similar provision then in force, or unless
otherwise agreed by the Company in writing, with written notice thereof to the
Trustee:

THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED (THE "SECURITIES ACT"), OR THE SECURITIES LAWS OF ANY STATE OR OTHER
JURISDICTION. NEITHER THIS SECURITY NOR ANY INTEREST OR PARTICIPATION HEREIN MAY
BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE
DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS
EXEMPT FROM, OR NOT SUBJECT TO, SUCH REGISTRATION. THE HOLDER OF THIS SECURITY,
BY ITS ACCEPTANCE HEREOF:

            (1) REPRESENTS THAT IT IS A "QUALIFIED INSTITUTIONAL BUYER" (AS
      DEFINED IN RULE 144A UNDER THE SECURITIES ACT ("RULE 144A")) AND IS
      PURCHASING IN COMPLIANCE WITH RULE 144A UNDER THE SECURITIES ACT;

            (2) AGREES ON ITS OWN BEHALF AND ON BEHALF OF ANY INVESTOR ACCOUNT
      FOR WHICH IT HAS PURCHASED SECURITIES THAT IT WILL NOT WITHIN TWO YEARS
      AFTER THE ORIGINAL ISSUANCE OF THIS SECURITY OFFER, SELL OR OTHERWISE
      TRANSFER SUCH SECURITY OR ANY COMMON STOCK ISSUABLE UPON EXCHANGE OF SUCH
      SECURITY EXCEPT (A) TO CSK AUTO, INC. (THE "ISSUER") OR ANY SUBSIDIARY
      THEREOF, (B) PURSUANT TO A REGISTRATION STATEMENT THAT HAS BEEN DECLARED
      EFFECTIVE UNDER THE SECURITIES ACT AND WHICH CONTINUES TO BE EFFECTIVE AT
      THE TIME OF SUCH TRANSFER, (C) TO A QUALIFIED INSTITUTIONAL BUYER IN
      COMPLIANCE WITH RULE 144A OR (D) PURSUANT TO THE EXEMPTION FROM THE
      REGISTRATION REQUIREMENTS OF THE SECURITIES ACT PROVIDED BY RULE 144 UNDER
      THE SECURITIES ACT (IF AVAILABLE); AND

            (3) AGREES THAT IT WILL DELIVER TO EACH PERSON TO WHOM THIS SECURITY
      IS TRANSFERRED (OTHER THAN A TRANSFER PURSUANT TO CLAUSE 2(B) OR 2(D)
      ABOVE) A NOTICE SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND.

IN CONNECTION WITH ANY TRANSFER OF THIS SECURITY WITHIN TWO YEARS AFTER THE
ORIGINAL ISSUANCE OF SUCH SECURITY (OTHER THAN A TRANSFER PURSUANT TO CLAUSE
2(B) ABOVE), THE HOLDER MUST CHECK THE APPROPRIATE BOX SET FORTH ON THE REVERSE
HEREOF RELATING TO THE MANNER OF SUCH TRANSFER AND SUBMIT THIS CERTIFICATE TO
THE TRUSTEE (OR ANY SUCCESSOR TRUSTEE, AS APPLICABLE). IF THE PROPOSED TRANSFER
IS


                                       18
<PAGE>
PURSUANT TO CLAUSE 2(D) ABOVE, THE HOLDER MUST, PRIOR TO SUCH TRANSFER, FURNISH
TO THE TRUSTEE (OR ANY SUCCESSOR TRUSTEE, AS APPLICABLE), SUCH CERTIFICATIONS,
LEGAL OPINIONS OR OTHER INFORMATION AS THE ISSUER OR THE TRUSTEE MAY REASONABLY
REQUIRE TO CONFIRM THAT SUCH TRANSFER IS BEING MADE PURSUANT TO AN EXEMPTION
FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE
SECURITIES ACT. THIS LEGEND WILL BE REMOVED UPON THE EARLIER OF THE TRANSFER OF
THIS SECURITY PURSUANT TO CLAUSE 2(B) OR 2(D) ABOVE OR THE EXPIRATION OF TWO
YEARS FROM THE ORIGINAL ISSUANCE OF THE SECURITY EVIDENCED HEREBY.

      Each stock certificate representing Common Stock issued upon exchange of a
Note bearing the legend set forth in this Section 2.05(c) shall bear a
comparable legend as set forth in Exhibit B.

      Any Note (or security issued in exchange or substitution therefor) as to
which such restrictions on transfer shall have expired in accordance with their
terms or as to conditions for removal of the foregoing legend set forth therein
have been satisfied may, upon surrender of such Note for exchange to the Note
Registrar in accordance with the provisions of this Section 2.05, be exchanged
for a new Note or Notes, of like tenor and aggregate Principal Amount, which
shall not bear the restrictive legend required by this Section 2.05(c). If the
Restricted Security surrendered for exchange is represented by a Global Note
bearing the legend set forth in this Section 2.05(c), the Principal Amount of
the legended Global Note shall be reduced by the appropriate Principal Amount
and the Principal Amount of a Global Note without the legend set forth in this
Section 2.05(c) shall be increased by an equal Principal Amount. If a Global
Note without the legend set forth in this Section 2.05(c) is not then
outstanding, the Company shall execute and the Trustee shall authenticate and
deliver an unlegended Global Note to the Depositary.

      (d)   Any Note or Common Stock issued upon the exchange of a Note that,
prior to the expiration of the holding period applicable to sales thereof under
Rule 144(k) under the Securities Act (or any successor provision), is purchased
or owned by the Company, the Issuer or any Affiliate thereof may not be resold
by the Company, the Issuer or such Affiliate unless registered under the
Securities Act or resold pursuant to an exemption from the registration
requirements of the Securities Act in a transaction which results in such Notes
or Common Stock, as the case may be, no longer being "restricted securities" (as
defined under Rule 144).

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


                                       19
<PAGE>
            Neither the Trustee nor any agent of the Trustee shall have any
responsibility for actions taken or not taken by the Depositary.

      Section 2.06. Mutilated, Destroyed, Lost or Stolen Notes. In case any Note
shall become mutilated or be destroyed, lost or stolen, the Company in its
discretion may execute, and upon its written request the Trustee or an
authenticating agent appointed by the Trustee shall authenticate and make
available for delivery, a new Note, bearing a number not contemporaneously
outstanding, in exchange and substitution for the mutilated Note, or in lieu of
and in substitution for the Note so destroyed, lost or stolen. In every case,
the applicant for a substituted Note shall furnish to the Company, to the
Trustee and, if applicable, to such authenticating agent such security or
indemnity satisfactory to them to save each of them harmless for any loss,
claim, damage, liability, cost or expense caused by or connected with such
substitution, and, in every case of destruction, loss or theft, the applicant
shall also furnish to the Company, to the Trustee and, if applicable, to such
authenticating agent evidence to their satisfaction of the destruction, loss or
theft of such Note and of the ownership thereof.

      Following receipt by the Trustee or such authenticating agent, as the case
may be, of satisfactory security or indemnity and evidence, as described in the
preceding paragraph, the Trustee or such authenticating agent may authenticate
any such substituted Note and make available for delivery such Note. Upon the
issuance of any substituted Note, the Company may require the payment by the
holder of a sum sufficient to cover any tax, assessment or other governmental
charge that may be imposed in relation thereto and any other expenses connected
therewith. In case any Note which has matured or is about to mature or has been
called for redemption or has been tendered for repurchase upon a Fundamental
Change (and not withdrawn) or has been surrendered for repurchase on a
Repurchase Date (and not withdrawn) or is to be exchanged into cash or
combination of cash and Common Stock, as the case may be, shall become mutilated
or be destroyed, lost or stolen, the Company may, instead of issuing a
substitute Note, pay or authorize the payment of or exchange or authorize the
exchange of the same (without surrender thereof except in the case of a
mutilated Note), as the case may be, if the applicant for such payment or
exchange shall furnish to the Company, to the Trustee and, if applicable, to
such authenticating agent such security or indemnity satisfactory to them to
save each of them harmless from any loss, claim, damage, liability, cost or
expense caused by or in connection with such substitution, and, in every case of
destruction, loss or theft, the applicant shall also furnish to the Company, the
Trustee and, if applicable, any Paying Agent or Exchange Agent evidence to their
satisfaction of the destruction, loss or theft of such Note and of the ownership
thereof.

      Every substitute Note issued pursuant to the provisions of this Section
2.06 by virtue of the fact that any Note is destroyed, lost or stolen shall
constitute an additional contractual obligation of the Company, whether or not
the destroyed, lost or stolen Note shall be found at any time, and shall be
entitled to all the benefits of (but shall be subject to all the limitations set
forth in) this Indenture equally and proportionately with any and all other
Notes duly issued hereunder. To the extent permitted by law, all Notes shall be
held and owned upon the express condition that the foregoing provisions are
exclusive with respect to the replacement or payment or conversion or redemption
or repurchase of mutilated, destroyed, lost or stolen Notes and shall preclude
any and all other rights or remedies notwithstanding any law or statute existing
or


                                       20
<PAGE>
hereafter enacted to the contrary with respect to the replacement or payment or
conversion or redemption or repurchase of negotiable instruments or other
securities without their surrender.

      Section 2.07. Temporary Notes. Pending the preparation of Notes in
certificated form, the Company may execute and the Trustee or an authenticating
agent appointed by the Trustee shall, upon the written request of the Company,
authenticate and deliver temporary Notes (printed or lithographed). Temporary
Notes shall be issuable in any authorized denomination, and substantially in the
form of the Notes in certificated form, but with such omissions, insertions and
variations as may be appropriate for temporary Notes, all as may be determined
by the Company. Every such temporary Note shall be executed by the Company and
authenticated by the Trustee or such authenticating agent upon the same
conditions and in substantially the same manner, and with the same effect, as
the Notes in certificated form. Without unreasonable delay, the Company will
execute and deliver to the Trustee or such authenticating agent Notes in
certificated form and thereupon any or all temporary Notes may be surrendered in
exchange therefor, at each office or agency maintained by the Company pursuant
to Section 4.02 and the Trustee or such authenticating agent shall authenticate
and make available for delivery in exchange for such temporary Notes an equal
aggregate Principal Amount of Notes in certificated form. Such exchange shall be
made by the Company at its own expense and without any charge therefor. Until so
exchanged, the temporary Notes shall in all respects be entitled to the same
benefits and subject to the same limitations under this Indenture as Notes in
certificated form authenticated and delivered hereunder.

      Section 2.08. Cancellation of Notes. All Notes surrendered for the purpose
of payment, redemption, repurchase, exchange or registration of transfer shall,
if surrendered to the Company or any Paying Agent or any Note Registrar or any
Exchange Agent, be surrendered to the Trustee and promptly canceled by it, or,
if surrendered to the Trustee, shall be promptly canceled by it, and no Notes
shall be issued in lieu thereof except as expressly permitted by any of the
provisions of this Indenture. The Trustee shall dispose of such canceled Notes
in accordance with its customary procedures. If the Company shall acquire any of
the Notes, such acquisition shall not operate as a redemption, repurchase or
satisfaction of the indebtedness represented by such Notes unless and until the
same are delivered to the Trustee for cancellation.

      Section 2.09. CUSIP Numbers. The Company in issuing the Notes may use
"CUSIP" or "ISIN" numbers and/or similar numbers (if then generally in use),
and, if so, the Trustee shall use "CUSIP" and/or "ISIN" numbers in notices of
redemption as a convenience to Noteholders; provided that any such notice may
state that no representation is made as to the correctness of such numbers
either as printed on the Notes or as contained in any notice of a redemption and
that reliance may be placed only on the other identification numbers printed on
the Notes, and any such redemption shall not be affected by any defect in or
omission of such numbers. The Company will promptly notify the Trustee in
writing of any change in the "CUSIP" and/or similar numbers.

      Section 2.10. Ranking

      . The indebtedness of the Company arising under or in connection with this
Indenture and every outstanding Note issued under this Indenture from time to
time constitutes and will constitute a direct and senior general obligation of
the Company ranking equally with other


                                       21
<PAGE>
existing and future senior Indebtedness of the Company, and shall rank senior in
right of payment to existing and future Indebtedness of the Company and the
Issuer that is expressly made subordinate to the Notes by the terms of such
Indebtedness. Additionally, the Notes shall constitute Senior Debt for purposes
of the Senior Subordinated Indenture, and the Notes shall be deemed to be
Designated Senior Debt (as defined in the Senior Subordinated Indenture) at such
time as there does not exist a Credit Agreement (as defined in the Senior
Subordinated Indenture). For purposes of this Section 2.10 only, "INDEBTEDNESS"
means, without duplication, the principal or face amount of (i) all obligations
for borrowed money, (ii) all obligations evidenced by notes or other similar
instruments, (iii) all obligations in respect of letters of credit or bankers
acceptances or similar instruments (or reimbursement obligations with respect
thereto), (iv) all obligations to pay the deferred purchase price of property or
services, (v) all obligations as lessee which are capitalized in accordance with
generally accepted accounting principles, and (vi) all Indebtedness of others
guaranteed by the Company or for which the Company is legally responsible or
liable (whether by agreement to purchase indebtedness of, or to supply funds or
to invest in, others).

                                   ARTICLE 3
                       REDEMPTION AND REPURCHASE OF NOTES

      Section 3.01. Company's Right to Redeem. Prior to August 15, 2010, the
Notes will not be redeemable at the Company's option. At any time on or after
August 15, 2010, the Company, at its option, may redeem the Notes, in whole or
in part, in accordance with the provisions of Section 3.02, Section 3.03 and
Section 3.04 on the Redemption Date for a redemption price in cash equal to 100%
of the Principal Amount of the Notes to be redeemed (the "REDEMPTION PRICE"),
plus any accrued and unpaid Interest on the Notes redeemed to, but not
including, the Redemption Date. If the Redemption Date is after a Regular Record
Date and on or prior to the corresponding Interest Payment Date, the Interest
payable on such Interest Payment Date will be paid on the Redemption Date to the
holder on the Regular Record Date.

      Section 3.02. Notice of Optional Redemption; Selection of Notes.

      (a)   In case the Company shall desire to exercise the right to redeem all
or, as the case may be, any part of the Notes pursuant to Section 3.01, it shall
fix a date for redemption (the "REDEMPTION DATE") and it or, at its written
request received by the Trustee not fewer than ten Business Days prior (or such
shorter period of time as may be acceptable to the Trustee) to the date the
notice (which notice shall be prepared by the Company) of such redemption (the
"REDEMPTION NOTICE") is to be mailed, the Trustee in the name of and at the
expense of the Company, shall mail or cause to be mailed the Redemption Notice
not fewer than 35 calendar nor more than 60 calendar days prior to the
Redemption Date to each holder of Notes so to be redeemed as a whole or in part
at its last address as the same appears on the Note Register; provided that if
the Company shall give such notice, it shall also give written notice of the
Redemption Date to the Trustee. Such mailing shall be by first class mail. The
notice, if mailed in the manner herein provided, shall be conclusively presumed
to have been duly 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.
Concurrently with the mailing of any such Redemption Notice, the Company shall
issue a press


                                       22
<PAGE>
release announcing such redemption, the form and content of which press release
shall be determined by the Company in its sole discretion. The failure to issue
any such press release or any defect therein shall not affect the validity of
the Redemption Notice or any of the proceedings for the redemption of any Note
called for redemption.

      (b)   Each such Redemption Notice shall specify:

            (i)   the aggregate Principal Amount of Notes to be redeemed;

            (ii)  the CUSIP, ISIN or similar number or numbers of the Notes
      being redeemed (if then generally in use);

            (iii) the Redemption Date (which shall be a Business Day);

            (iv)  the Redemption Price at which Notes are to be redeemed;

            (v)   the place or places of payment and that payment will be made
      upon presentation and surrender of such Notes;

            (vi)  that Interest accrued to the Redemption Date will be paid as
      specified in said notice, and that on and after said date Interest thereon
      or on the portion thereof to be redeemed will cease to accrue;

            (vii) that the holder has the right to exchange the Notes called for
      redemption;

            (viii) the Exchange Rate on the date of such notice;

            (ix)  the time and the date on which the right to exchange such
      Notes or portions thereof into Common Stock will expire; and

            (x)   that the Company will pay cash for fractional interests in
      shares of Common Stock, if any, as provided in this Indenture.

If fewer than all the Notes are to be redeemed, the Redemption Notice shall
identify the Notes to be redeemed (including CUSIP, ISIN or similar numbers, if
any). In case any Note is to be redeemed in part only, the Redemption Notice
shall state the portion of the Principal Amount thereof to be redeemed and shall
state that, on and after the Redemption Date, upon surrender of such Note, a new
Note or Notes in Principal Amount equal to the unredeemed portion thereof will
be issued.

      (c)   On or prior to the Redemption Date specified in the Redemption
Notice given as provided in this Section 3.02, the Company will deposit with the
Paying Agent (or, if the Company, the Issuer or a Subsidiary Guarantors is
acting as Paying Agent, set aside, segregate and hold in trust as provided in
Section 4.04) an amount of money in immediately available funds sufficient to
redeem on the Redemption Date all the Notes (or portions thereof) so called for
redemption (other than those theretofore surrendered for exchange into Common
Stock) at the Redemption Price plus accrued and unpaid interest to, but
excluding, the Redemption Date; provided that if such payment is made on the
Redemption Date, it must be received by the


                                       23
<PAGE>
Paying Agent by 10:00 a.m., New York City time, on such date. The Company shall
be entitled to retain any interest, yield or gain on amounts deposited with the
Paying Agent pursuant to this Section 3.02(c) in excess of amounts required
hereunder to pay the Redemption Price and accrued interest to, but not
including, the Redemption Date. Subject to the last sentence of Section 7.05, if
any Note called for redemption is exchanged pursuant hereto prior to such
Redemption Date, any money deposited with the Paying Agent or so segregated and
held in trust for the redemption of such Note shall be paid to the Company upon
its written request, or, if then held by the Company, the Issuer or any of the
Subsidiary Guarantors, shall be discharged from such trust.

            Whenever any Notes are to be redeemed, the Company will give the
Trustee written notice in the form of an Officers' Certificate as to the
aggregate Principal Amount of Notes to be redeemed not fewer than 10 Business
Days (or such shorter period of time as may be acceptable to the Trustee) prior
to the mailing of the Redemption Notice to the holders.

      (d)   If less than all of the outstanding Notes are to be redeemed, the
Trustee shall select the Notes or portions thereof of the Global Note or the
Notes in certificated form to be redeemed (in Principal Amounts of $1,000 or
integral multiples thereof) by lot, on a pro rata basis or by another method the
Trustee deems fair and appropriate. If any Note selected for partial redemption
is submitted for exchange in part after such selection, the portion of such Note
submitted for exchange shall be deemed (so far as may be possible) to be from
the portion selected for redemption. The Notes (or portions thereof) so selected
shall be deemed duly selected for redemption for all purposes hereof,
notwithstanding that any such Note is submitted for exchange in part before the
mailing of the Redemption Notice.

      Upon any redemption of less than all of the outstanding Notes, the Company
and the Trustee may (but need not), solely for purposes of determining the pro
rata allocation among such Notes as are not exchanged and outstanding at the
time of redemption, treat as outstanding any Notes surrendered for exchange
during the period of fifteen days next preceding the mailing of a Redemption
Notice and may (but need not) treat as outstanding any Note authenticated and
delivered during such period in exchange for the not exchanged portion of any
Note exchanged in part during such period.

      Section 3.03. Payment of Notes Called for Redemption by the Company. If
notice of redemption has been given as provided in Section 3.02, the Notes or
portion of Notes with respect to which such notice has been given shall, unless
exchanged into Common Stock pursuant to the terms hereof, become due and payable
on the Redemption Date and at the place or places stated in such notice at the
Redemption Price plus interest accrued to, but not including, the Redemption
Date. Interest on the Notes or portion of Notes so called for redemption shall
cease to accrue on and after the Redemption Date (unless the Company shall
default in the payment of the Redemption Price plus interest accrued to, but not
including, the Redemption Date) and after 5:00 p.m., New York City time, on the
second Trading Day immediately preceding the Redemption Date, such Notes shall
cease to be exchangeable into Common Stock and, except as provided in Section
7.05, to be entitled to any benefit or security under this Indenture, and the
holders thereof shall have no right in respect of such Notes except the right to
receive the Redemption Price plus interest accrued to, but not including, the
Redemption Date. On presentation and surrender of such Notes at a place of
payment in said notice specified, the


                                       24
<PAGE>
said Notes or the specified portions thereof shall be paid and redeemed by the
Company at the Redemption Price plus interest accrued to, but not including, the
Redemption Date; provided that if the applicable Redemption Date is after the
applicable Regular Record Date and on or before an Interest Payment Date, the
Interest payable on such Interest Payment Date shall be paid on such Interest
Payment Date to the holders of record of such Notes on the applicable Regular
Record Date instead of the holders surrendering such Notes for redemption on
such date.

      (a)   Upon presentation of any Note redeemed in part only, the Company
shall execute and the Trustee shall authenticate and make available for delivery
to the holder thereof, at the expense of the Company, a new Note or Notes, of
authorized denominations, in Principal Amount equal to the unredeemed portion of
the Notes so presented.

      Notwithstanding the foregoing, the Trustee shall not redeem any Notes or
mail any Redemption Notice during the continuance of a default in payment of
Interest on the Notes. If any Note called for redemption shall not be so paid
upon surrender thereof for redemption, the principal shall, until paid or duly
provided for, continue to bear interest at the rate borne by the Note,
compounded semi-annually, and such Note shall remain exchangeable into cash or a
combination of cash and Common Stock, as the case may be, until the Principal
Amount and Interest shall have been paid or duly provided for. The Company will
notify all of the holders if the Company redeems any of the Notes.

      Section 3.04. Repurchase of Notes by the Company at Option of Holders upon
a Fundamental Change.

      (a)   If a Fundamental Change shall occur at any time prior to Stated
Maturity, each holder shall have the right, at such holder's option, to require
the Company to repurchase for cash all or a portion of such holder's Notes, or
any portion of the Principal Amount thereof that is equal to $1,000 or an
integral multiple of $1,000, on the date specified in the Fundamental Change
Repurchase Notice, which date shall be no more than 30 Business Days after the
date of the Fundamental Change Repurchase Notice (subject to extension to comply
with applicable law) (the "FUNDAMENTAL CHANGE REPURCHASE DATE"). The Company
shall repurchase such Notes at a price equal to 100% of the Principal Amount
thereof (the "FUNDAMENTAL CHANGE REPURCHASE PRICE") plus any accrued and unpaid
Interest on the Notes to, but not including, the Fundamental Change Repurchase
Date. If the applicable Fundamental Change Repurchase Date is after a Regular
Record Date and on or prior to the corresponding Interest Payment Date, the
Interest payable on such Interest Payment Date shall be paid on such Interest
Payment Date to the holders of record of such Notes on the applicable record
date instead of the holders surrendering such Notes for repurchase on such date.

      (b)   On or before the 30th calendar day after the occurrence of a
Fundamental Change, the Company, or at its written request the Trustee in the
name of and at the expense of the Company (which request must be received by the
Trustee at least five Business Days prior to the date the Trustee is requested
to give notice as described below, unless the Trustee shall agree to a shorter
period), shall mail or cause to be mailed, by first class mail, to all holders
of record on such date a notice (which notice shall be prepared by the Company)
(the "FUNDAMENTAL CHANGE REPURCHASE NOTICE") of the occurrence of such
Fundamental Change and of the repurchase right at the option of the holders
arising as a result thereof to each holder of Notes at its last address as


                                       25
<PAGE>
the same appears on the Note Register, and the Company shall also provide
notification thereof in the manner contemplated by Section 14.01(c) to
beneficial owners as required by applicable law; provided that if the Company
shall give such notice, it shall also give written notice of the Fundamental
Change to the Trustee and Paying Agent, if other than the Trustee, at such time
as it is mailed to Noteholders. Such notice, if mailed in the manner herein
provided, shall be conclusively presumed to have been duly given, whether or not
the holder receives such notice. Each Fundamental Change Repurchase Notice shall
state, among other things:

            (i)   the events causing the Fundamental Change;

            (ii)  the date of the Fundamental Change;

            (iii) the last date on which a holder may exercise the repurchase
      right;

            (iv)  the Fundamental Change Repurchase Price and, to the extent
      known at the time of such notice, the amount of Interest that will be
      payable with respect to the Notes to, but not including, the Fundamental
      Change Repurchase Date;

            (v)   the Fundamental Change Repurchase Date;

            (vi)  the name and address of the Paying Agent and the Exchange
      Agent, if the Notes are then exchangeable in accordance with Section
      14.01;

            (vii) if the Notes are then exchangeable in accordance with Section
      14.01, the applicable Exchange Rate at the time of such notice (and any
      applicable adjustments to the applicable Exchange Rate);

            (viii) if the Notes are then exchangeable in accordance with Section
      14.01, that Notes as to which a Fundamental Change Repurchase Election has
      been given by the holder may be exchanged only if the election has been
      withdrawn by the holder in accordance with the terms of this Indenture;

            (ix)  that the holder shall have the right to withdraw any Notes
      surrendered prior to 5:00 p.m., New York City time, on the Business Day
      immediately preceding the Fundamental Change Repurchase Date (or any such
      later time as may be required by applicable law);

            (x)   a description of the procedures which a Noteholder must follow
      to exercise such repurchase right or to withdraw any surrendered Notes;

            (xi)  the CUSIP, ISIN or similar number or numbers of the Notes (if
      then generally in use); and

            (xii) briefly, the exchange rights of the holders of the Notes.

      No failure of the Company to give the foregoing notices and no defect
therein shall limit the Noteholders' repurchase rights or affect the validity of
the proceedings for the repurchase of the Notes pursuant to this Section 3.04.


                                       26
<PAGE>
      (c)   Notes shall be repurchased pursuant to this Section 3.04 at the
option of the holder upon:

            (i)   delivery to the Paying Agent by a holder of a duly completed
      notice (a "FUNDAMENTAL CHANGE REPURCHASE ELECTION") in the form set forth
      on the reverse of the Note at any time prior to 5:00 p.m., New York City
      time, on the Business Day immediately preceding the Fundamental Change
      Repurchase Date, which is subject to extension to comply with applicable
      law, stating:

                  (A) if certificated notes have been issued, the certificate
            numbers of the Notes which the holder shall deliver to be
            repurchased;

                  (B) the portion of the Principal Amount of the Notes that the
            holder shall deliver to be repurchased, which portion must be $1,000
            or an integral multiple thereof; and

                  (C) that such Notes shall be repurchased by the Company as of
            the Fundamental Change Repurchase Date pursuant to the terms and
            conditions specified in the Notes and in the Indenture; and

            (ii)  delivery or book-entry transfer of the Notes to the Paying
      Agent simultaneously with or at any time after delivery of the Fundamental
      Change Repurchase Election (together with all necessary endorsements) at
      the Corporate Trust Office of the Paying Agent, such delivery or transfer
      being a condition to receipt by the holder of the Fundamental Change
      Repurchase Price therefor; provided that such Fundamental Change
      Repurchase Price shall be so paid pursuant to this Section 3.04 only if
      the Notes so delivered or transferred to the Paying Agent shall conform in
      all respects to the description thereof in the related Fundamental Change
      Repurchase Election. All questions as to the validity, eligibility
      (including time of receipt) and acceptance of any Note for repurchase
      shall be determined by the Company, whose determination shall be final and
      binding absent manifest error.

      If the Notes are not in certificated form, holders must provide notice of
their election in accordance with the appropriate procedures of the Depositary.

      Section 3.05. Repurchase of Notes by the Company at Option of Holders on
Specified Dates.

      (a)   On each of August 15, 2010, August 15, 2015 and August 15, 2020
(each, a "COMPANY REPURCHASE DATE"), each holder shall have the right, at such
holder's option, to require the Company to repurchase for cash all of such
holder's Notes, or any portion of the Principal Amount thereof that is an
integral multiple of $1,000. The Company shall repurchase such Notes at a price
equal to 100% of the Principal Amount thereof (the "COMPANY REPURCHASE PRICE")
plus any accrued and unpaid Interest to, but not including, the Company
Repurchase Date; provided that the Interest will be payable to the holder of
record on the corresponding Regular Record Date.


                                       27
<PAGE>
      (b)   On or before the 20th Business Day prior to each Company Repurchase
Date, the Company, or at its written request the Trustee in the name of and at
the expense of the Company (which request must be received by the Trustee at
least five Business Days prior to the date the Trustee is requested to give
notice as described below, unless the Trustee shall agree to a shorter period),
shall mail or cause to be mailed, by first class mail, to all holders of record
on such date a notice (which notice shall be prepared by the Company) of such
optional repurchase (the "COMPANY REPURCHASE NOTICE") to each holder of Notes at
its last address as the same appears on the Note Register, and the Company shall
also provide notification thereof in the manner contemplated by Section 14.01(c)
to beneficial owners as required by applicable law; provided that if the Company
shall give such notice, it shall also give written notice to the Trustee and
Paying Agent, if other than the Trustee, at such time as it is mailed to
Noteholders. Such notice, if mailed in the manner herein provided, shall be
conclusively presumed to have been duly given, whether or not the holder
receives such notice. Each Company Repurchase Notice shall state, among other
things:

            (i)   the last date on which a holder may exercise the repurchase
      right;

            (ii)  the Company Repurchase Price and, to the extent known at the
      time of such notice, the amount of Interest that will be payable with
      respect to the Notes to, but not including, the Company Repurchase Date;

            (iii) the Company Repurchase Date;

            (iv)  the name and address of the Paying Agent and the Exchange
      Agent, if the Notes are then exchangeable in accordance with Section
      13.01;

            (v)   if the Notes are then exchangeable in accordance with Section
      13.01, the applicable Exchange Rate at the time of such notice (and any
      applicable adjustments to the applicable Exchange Rate);

            (vi)  if the Notes are then exchangeable in accordance with Section
      13.01, those Notes as to which a Company Repurchase Election has been
      given by the holder may be exchanged only if the election has been
      withdrawn by the holder in accordance with the terms of this Indenture;

            (vii) that the holder shall have the right to withdraw any Notes
      surrendered prior to 5:00 p.m., New York City time, on the Business Day
      immediately preceding the Company Repurchase Date (or any such later time
      as may be required by applicable law);

            (viii) a description of the procedures which a Noteholder must
      follow to exercise such repurchase right or to withdraw any surrendered
      Notes;

            (ix)  the CUSIP, ISIN or similar number or numbers of the Notes (if
      then generally in use); and

            (x)   briefly, the exchange rights of the holders of the Notes.


                                       28
<PAGE>
      No failure of the Company to give the foregoing notices and no defect
therein shall limit the Noteholders' repurchase rights or affect the validity of
the proceedings for the repurchase of the Notes pursuant to this Section 3.05.

      (c)   Notes shall be repurchased pursuant to this Section 3.05 at the
option of the holder upon:

            (i)   delivery to the Paying Agent by a holder of a duly completed
      notice (a "COMPANY REPURCHASE ELECTION") in the form set forth on the
      reverse of the Note at any time from 9:00 a.m., New York City time, on the
      20th Business Day preceding the Company Repurchase Date until 5:00 p.m.,
      New York City time, on the Business Day immediately preceding the Company
      Repurchase Date, stating:

                  (A) if certificated Notes have been issued, the certificate
            numbers of the Notes which the holder shall deliver to be
            repurchased;

                  (B) the portion of the Principal Amount of the Notes that the
            holder shall deliver to be repurchased, which portion must be $1,000
            or an integral multiple thereof; and

                  (C) that such Notes shall be repurchased by the Company as of
            the Company Repurchase Date pursuant to the terms and conditions
            specified in the Notes and in the Indenture; and

            (ii)  delivery or book-entry transfer of the Notes to the Paying
      Agent simultaneously with or at any time after delivery of the Company
      Repurchase Election (together with all necessary endorsements) at the
      Corporate Trust Office of the Paying Agent, such delivery or transfer
      being a condition to receipt by the holder of the Company Repurchase Price
      therefor; provided that such Company Repurchase Price shall be so paid
      pursuant to this Section 3.05 only if the Notes so delivered or
      transferred to the Paying Agent shall conform in all respects to the
      description thereof in the related Company Repurchase Election. All
      questions as to the validity, eligibility (including time of receipt) and
      acceptance of any Note for repurchase shall be determined by the Company,
      whose determination shall be final and binding absent manifest error.

      If the Notes are not in certificated form, holders must provide notice of
their election in accordance with the appropriate procedures of the Depositary.

      Section 3.06. Conditions and Procedures for Repurchase at Option of
Holders.

      (a)   At the request of the holder, the Company shall repurchase from such
holder, pursuant to Section 3.04 or Section 3.05, a portion of a Note, if the
Principal Amount of such portion is $1,000 or a whole multiple of $1,000.
Provisions of this Indenture that apply to the repurchase of all of a Note also
apply to the repurchase of such portion of such Note. Upon presentation of any
Note repurchased in part only, the Company shall execute and the Trustee shall
authenticate and make available for delivery to the holder thereof, at the
expense of the Company, a new Note or Notes, of any authorized denomination, in
aggregate Principal Amount equal to the portion of the Notes presented not
repurchased.


                                       29
<PAGE>
      (b)   On or prior to a Repurchase Date, the Company will deposit with the
Paying Agent (or, if the Company or the Issuer is acting as the Paying Agent,
set aside, segregate and hold in trust as provided in Section 4.04) an amount of
money sufficient to repurchase on the Repurchase Date all the Notes or portions
thereof to be repurchased on such date at the Repurchase Price plus accrued and
unpaid Interest, if any, to, but not including, the Repurchase Date, if
applicable; provided that if such deposit is made on the Repurchase Date it must
be received by the Trustee or Paying Agent, as the case may be, by 10:00 a.m.,
New York City time, on such date.

      If on the Repurchase Date the Trustee or other Paying Agent appointed by
the Company (or, if the Company or the Issuer is acting as the Paying Agent, the
Company or the Issuer) holds money sufficient to pay the aggregate Repurchase
Price of all the Notes or portions thereof that are to be repurchased plus
accrued and unpaid Interest, if any, to, but not including, the Repurchase Date,
if applicable, then, on such Repurchase Date (i) such Notes will cease to be
outstanding, (ii) Interest on such Notes will cease to accrue (in the case of
clauses (i) and (ii), whether or not book-entry transfer of the Notes has been
made or the Notes have been delivered to the Paying Agent, as the case may be),
and (iii) all other rights of the holders of such Notes will terminate (other
than the right to receive the Repurchase Price plus accrued and unpaid Interest,
if any, to, but not including, the Repurchase Date, if applicable upon
book-entry transfer or delivery of the Notes, as the case may be).

      (c)   Upon receipt by the Paying Agent of a Repurchase Election, the
holder of the Note in respect of which such Repurchase Election was given shall
(unless such Repurchase Election is validly withdrawn) thereafter be entitled to
receive solely the Repurchase Price with respect to such Note plus accrued and
unpaid Interest, if any, to, but not including, the Repurchase Date, if
applicable. Such Repurchase Price plus accrued and unpaid Interest, if any, to,
but not including, the Repurchase Date, if applicable, shall be paid to such
holder, subject to receipt of funds and/or Notes by the Paying Agent, promptly
following the later of (x) the Repurchase Date with respect to such Note
(provided the holder has satisfied the conditions in Section 3.04(c) or Section
3.05(c), as applicable) and (y) the time of book-entry transfer or delivery of
such Note to the Paying Agent by the holder thereof in the manner required by
Section 3.04(c) or Section 3.05(c), as applicable. Notes in respect of which a
Repurchase Election has been given by the holder thereof may not be exchanged
pursuant to Article 14 hereof on or after the date of the delivery of such
Repurchase Election unless such Repurchase Election has first been validly
withdrawn.

      (d)   Notwithstanding anything herein to the contrary, any holder
delivering to the Paying Agent a Repurchase Election shall have the right to
withdraw such Repurchase Election, in whole or in part, at any time prior to
5:00 p.m., New York City time, on the Business Day preceding the Repurchase Date
(or any such later time as may be required by applicable law) by delivery of a
written notice of withdrawal to the Paying Agent, specifying:

            (i)   if certificated Notes have been issued, the certificate
      numbers of the withdrawn Notes;

            (ii)  the Principal Amount of the Note with respect to which such
      notice of withdrawal is being submitted; and


                                       30
<PAGE>
            (iii) the Principal Amount, if any, of such Note which remains
      subject to the original Repurchase Election and which has been or will be
      delivered for repurchase by the Company.

      If the Notes are not in certificated form, holders must provide notice of
their withdrawal in accordance with the appropriate procedures of the
Depositary.

      The Paying Agent shall promptly notify the Company of the receipt by it of
any Repurchase Election or written notice of withdrawal thereof.

      (e)   The Company will comply with the provisions of Rule 13e-4 and any
other tender offer rules under the Exchange Act to the extent then applicable in
connection with the repurchase rights of the holders of Notes in the event of a
Fundamental Change or on any Company Repurchase Date. If then required by
applicable rules, the Company will file a Schedule TO or any other schedule
required in connection with any offer by the Company to repurchase Notes.

      (f)   There shall be no repurchase of any Notes pursuant to Section 3.04
or Section 3.05 if there has occurred at any time prior to, and is continuing
on, the Repurchase Date an Event of Default (other than an Event of Default that
is cured by the payment of the Repurchase Price with respect to such Notes). The
Paying Agent will promptly return to the respective holders thereof any Notes
(x) with respect to which a Repurchase Election has been withdrawn in compliance
with this Indenture or (y) held by it during the continuance of an Event of
Default (other than a default in the payment of the Repurchase Price with
respect to such Notes) in which case, upon such return, the Repurchase Election
with respect thereto shall be deemed to have been withdrawn.

      (g)   The Paying Agent shall return to the Company any cash that remains
unclaimed as provided in Section 11.03, together with interest, if any, thereon,
held by them for the payment of the Repurchase Price; provided that to the
extent that the aggregate amount of cash deposited by the Company pursuant to
Section 3.06(b) exceeds the aggregate Repurchase Price of the Notes or portions
thereof which the Company is obligated to purchase as of the Repurchase Date
then, unless otherwise agreed in writing with the Company, promptly after the
Business Day following the Repurchase Date, the Paying Agent shall return any
such excess to the Company together with interest, if any, thereon.

      (h)   In the case of (i) a reclassification, change, consolidation,
merger, binding share exchange, combination, sale or conveyance to which Section
14.06 applies, in which the Common Stock of the Issuer is changed or exchanged
as a result into the right to receive cash, securities or other property, which
includes shares of Common Stock of the Issuer or shares of common stock of
another Person that are, or upon issuance will be, traded on a United States
national securities exchange or approved for trading on an established automated
over-the-counter trading market in the United States and such shares constitute
at the time such change or exchange becomes effective in excess of 50% of the
aggregate fair market value of such cash, securities or other property (as
determined by the Company, which determination shall be conclusive and binding)
or (ii) a Public Acquirer Change of Control in which the Company has made the
election pursuant to Section 14.07 to adjust the Exchange Rate and related
exchange


                                       31
<PAGE>
obligation, then the Company shall execute and deliver to the Trustee a
supplemental indenture (accompanied by an Opinion of Counsel that such
supplemental indenture complies with the Trust Indenture Act as in force at the
date of execution of such supplemental indenture and is authorized or permitted
by this Indenture) modifying the applicable provisions of this Article 3 and the
definition of Fundamental Change, as appropriate, as determined in good faith by
the Company (which determination shall be conclusive and binding), to make such
provisions apply to such other Person if different from the Issuer (in lieu of
the Issuer).

                                   ARTICLE 4
                              PARTICULAR COVENANTS

      Section 4.01. Payment of Principal and Interest. The Company covenants and
agrees that it will duly and punctually pay or cause to be paid the Principal
Amount of (including any Redemption Price or Repurchase Price pursuant to
Article 3) and Interest on each of the Notes at the places, at the respective
times and in the manner provided herein and in the Notes.

      Section 4.02. Maintenance of Office or Agency. The Company will maintain
an office or agency in such cities as it shall determine, where the Notes may be
surrendered for registration of transfer or exchange or for presentation for
payment or for conversion, redemption or repurchase and where notices and
demands to or upon the Company in respect of the Notes and this Indenture may be
served. The Company will give prompt written notice to the Trustee of the
location, and any change in the location, of such office or agency not
designated or appointed by the Trustee. If at any time the Company shall fail to
maintain any such required office or agency or shall fail to furnish the Trustee
with the address thereof, such presentations, surrenders, notices and demands
may be made or served at the Corporate Trust Office.

      The Company may also from time to time designate co-registrars and one or
more offices or agencies where the Notes may be presented or surrendered for any
or all such purposes and may from time to time rescind such designations. The
Company will give prompt written notice of any such designation or rescission
and of any change in the location of any such other office or agency.

      The Company hereby initially designates the Trustee as Paying Agent, Note
Registrar, Custodian and Exchange Agent, and each of the Corporate Trust Office
and the office of agency of the Trustee and its affiliate located at 101 Barclay
Street, 8W, New York, New York 10286 shall be considered as one such office or
agency of the Company for each of the aforesaid purposes.

      So long as the Trustee is the Note Registrar, the Trustee agrees to mail,
or cause to be mailed, the notices set forth in Section 7.10(a) and the third
paragraph of Section 7.11. If co-registrars have been appointed in accordance
with this Section, the Trustee shall mail such notices only to the Company and
the holders of Notes it can identify from its records.

      Section 4.03. Appointments to Fill Vacancies in Trustee's Office. The
Company, whenever necessary to avoid or fill a vacancy in the office of Trustee,
will appoint, in the manner provided in Section 7.10, a Trustee, so that there
shall at all times be a Trustee hereunder.


                                       32
<PAGE>
      Section 4.04. Provisions as to Paying Agent. (a)If the Company shall
appoint a Paying Agent other than the Trustee, or if the Trustee shall appoint
such a Paying Agent, the Company will cause such Paying Agent to execute and
deliver to the Trustee an instrument in which such Paying Agent shall agree with
the Trustee, subject to the provisions of this Section 4.04:

            (1) that it will hold all sums held by it as such agent for the
      payment of the Principal Amount of or Interest on the Notes (whether such
      sums have been paid to it by the Company or by any other obligor on the
      Notes) in trust for the benefit of the holders of the Notes;

            (2) that it will give the Trustee notice of any failure by the
      Company (or by any other obligor on the Notes) to make any payment of the
      Principal Amount of or Interest on the Notes when the same shall be due
      and payable; and

            (3) that at any time during the continuance of an Event of Default,
      upon request of the Trustee, it will forthwith pay to the Trustee all sums
      so held in trust.

      The Company shall, on or before each due date of the Principal Amount of
or Interest on the Notes, deposit with the Paying Agent a sum (in funds which
are immediately available on the due date for such payment) sufficient to pay
such Principal Amount or Interest, and (unless such Paying Agent is the Trustee)
the Company will promptly notify the Trustee of any failure to take such action;
provided that if such deposit is made on the due date, such deposit shall be
received by the Paying Agent by 10:00 a.m., New York City time, on such date.

      (b)   If the Company or the Issuer shall act as Paying Agent, it will, on
or before each due date of the Principal Amount of or Interest on the Notes, set
aside, segregate and hold in trust for the benefit of the holders of the Notes a
sum sufficient to pay such Principal Amount or Interest so becoming due and will
promptly notify the Trustee of any failure to take such action and of any
failure by the Company (or any other obligor under the Notes) to make any
payment of the Principal Amount of or Interest on the Notes when the same shall
become due and payable.

      (c)   Anything in this Section 4.04 to the contrary notwithstanding, the
Company may, at any time, for the purpose of obtaining a satisfaction and
discharge of this Indenture, or for any other reason, pay or cause to be paid to
the Trustee all sums held in trust by the Company, the Issuer or any Paying
Agent hereunder as required by this Section 4.04, such sums to be held by the
Trustee upon the trusts herein contained and upon such payment by the Company,
the Issuer or any Paying Agent to the Trustee, the Company, the Issuer or such
Paying Agent shall be released from all further liability with respect to such
sums.

      (d)   Anything in this Section 4.04 to the contrary notwithstanding, the
agreement to hold sums in trust as provided in this Section 4.04 is subject to
Sections 12.02 and 12.03.

      The Trustee shall not be responsible for the actions of any other Paying
Agents (including the Company or the Issuer if acting as Paying Agent) and shall
have no control of any funds held by such other Paying Agents.


                                       33
<PAGE>
      Section 4.05. Existence. Subject to Article 11, the Company will do or
cause to be done all things necessary to preserve and keep in full force and
effect its existence and rights (charter and statutory); provided that the
Company shall not be required to preserve any such right if the Company shall
determine that the preservation thereof is no longer desirable in the conduct of
the business of the Company and that the loss thereof is not disadvantageous in
any material respect to the Noteholders.

      Section 4.06. Rule 144A Information Requirement. Within the period prior
to the expiration of the holding period applicable to sales thereof under Rule
144(k) under the Securities Act (or any successor provision), the Company and
the Issuer covenant and agree that they shall, during any period in which
financial information with respect to it is not provided in accordance with
Section 13 or 15(d) under the Exchange Act, make available to any holder or
beneficial holder of Notes or any Common Stock issued upon exchange thereof
which continue to be Restricted Securities in connection with any sale thereof
and any prospective purchaser of Notes or such Common Stock designated by such
holder or beneficial holder, the information required pursuant to Rule
144A(d)(4) under the Securities Act upon the request of any holder or beneficial
holder of the Notes or such Common Stock and it will take such further action as
any holder or beneficial holder of such Notes or such Common Stock may
reasonably request, all to the extent required from time to time to enable such
holder or beneficial holder to sell its Notes or Common Stock without
registration under the Securities Act within the limitation of the exemption
provided by Rule 144A, as such Rule may be amended from time to time. Upon the
request of any holder or any beneficial holder of the Notes or such Common
Stock, the Company and the Issuer will deliver to such holder a written
statement as to whether it has complied with such requirements.

      Section 4.07. Stay, Extension and Usury Laws. The Company covenants (to
the extent that it may lawfully do so) that it shall not at any time insist
upon, plead, or in any manner whatsoever claim or take the benefit or advantage
of, any stay, extension or usury law or other law which would prohibit or
forgive the Company from paying all or any portion of the Principal Amount of or
Interest on the Notes as contemplated herein, wherever enacted, now or at any
time hereafter in force, or which may affect the covenants or the performance of
this Indenture and the Company (to the extent it may lawfully do so) hereby
expressly waives all benefit or advantage of any such law, and covenants that it
will not, by resort to any such law, hinder, delay or impede the execution of
any power herein granted to the Trustee, but will suffer and permit the
execution of every such power as though no such law had been enacted.

      Section 4.08. Compliance Certificate. The Company shall deliver to the
Trustee, within one hundred twenty calendar days after the end of each fiscal
year of the Company (which fiscal year of the Company presently ends on the
Sunday nearest to January 31), a certificate signed by either the principal
executive officer, principal financial officer or principal accounting officer
of the Company, stating whether or not to the best knowledge of the signer
thereof the Company or the Issuer is in default in the performance and
observance of any of the terms, provisions and conditions of this Indenture
(without regard to any period of grace or requirement of notice provided
hereunder) and, if the Company or the Issuer shall be in default, specifying all
such defaults and the nature and the status thereof of which the signer may have
knowledge.


                                       34
<PAGE>
      The Company will deliver to the Trustee, promptly upon becoming aware of
(i) any default in the performance or observance of any covenant, agreement or
condition contained in this Indenture, or (ii) any Event of Default, an
Officers' Certificate specifying with particularity such default or Event of
Default and further stating what action the Company or the Issuer has taken, is
taking or proposes to take with respect thereto.

      Any notice required to be given under this Section 4.08 shall be delivered
to a Responsible Officer of the Trustee at its Corporate Trust Office.

      Section 4.09. Additional Interest Notice. In the event that the Company is
required to pay Additional Interest to holders of Notes pursuant to the
Registration Rights Agreement, the Company will provide written notice
("ADDITIONAL INTEREST NOTICE") to the Trustee of its obligation to pay
Additional Interest no later than fifteen calendar days prior to the proposed
payment date for the Additional Interest, and the Additional Interest Notice
shall set forth the amount of Additional Interest to be paid by the Company on
such payment date. The Trustee shall not at any time be under any duty or
responsibility to any holder of Notes to determine the Additional Interest, or
with respect to the nature, extent or calculation of the amount of Additional
Interest when made, or with respect to the method employed in such calculation
of the Additional Interest.

      Section 4.10. Future Guarantors. The Company shall cause each Person that
becomes a Domestic Subsidiary to execute and deliver to the Trustee promptly
after such Person becomes a Domestic Subsidiary a supplemental indenture
substantially in the form of Exhibit C hereto pursuant to which such Domestic
Subsidiary shall become a Subsidiary Guarantor hereunder.

                                   ARTICLE 5
          NOTEHOLDERS' LISTS AND REPORTS BY THE COMPANY AND THE TRUSTEE

      Section 5.01. Noteholders' Lists. The Company covenants and agrees that it
will furnish or cause to be furnished to the Trustee, semiannually, not more
than fifteen calendar days after each August 1 or February 1 in each year
beginning with August 1, 2005, and at such other times as the Trustee may
request in writing, within 30 calendar days after receipt by the Company of any
such request (or such lesser time as the Trustee may reasonably request in order
to enable it to timely provide any notice to be provided by it hereunder), a
list in such form as the Trustee may reasonably require of the names and
addresses of the holders of Notes as of a date not more than fifteen calendar
days (or such other date as the Trustee may reasonably request in order to so
provide any such notices) prior to the time such information is furnished,
except that no such list need be furnished by the Company to the Trustee so long
as the Trustee is acting as the sole Note Registrar.

      Section 5.02. Preservation and Disclosure of Lists. (a) The Trustee shall
preserve, in as current a form as is reasonably practicable, all information as
to the names and addresses of the holders of Notes contained in the most recent
list furnished to it as provided in Section 5.01 or maintained by the Trustee in
its capacity as Note Registrar or co-registrar in respect of the Notes, if so
acting. The Trustee may destroy any list furnished to it as provided in Section
5.01 upon receipt of a new list so furnished.


                                       35
<PAGE>
      (b)   The rights of Noteholders to communicate with other holders of Notes
with respect to their rights under this Indenture or under the Notes, and the
corresponding rights and duties of the Trustee, shall be as provided by the
Trust Indenture Act.

      (c)   Every Noteholder, by receiving and holding the same, agrees with the
Company and the Trustee that neither the Company nor the Trustee nor any agent
of either of them shall be held accountable by reason of any disclosure of
information as to names and addresses of holders of Notes made pursuant to the
Trust Indenture Act.

      Section 5.03. Reports by Trustee. (a) Within 60 calendar days after
September 1 of each year commencing with the year 2005, the Trustee shall
transmit to holders of Notes such reports dated as of September 1 of the year in
which such reports are made concerning the Trustee and its actions under this
Indenture as may be required pursuant to the Trust Indenture Act at the times
and in the manner provided pursuant thereto. In the event that no events have
occurred under the applicable sections of the Trust Indenture Act, the Trustee
shall be under no duty or obligation to provide such reports.

      (b)   A copy of such report shall, at the time of such transmission to
holders of Notes, be filed by the Trustee with each stock exchange and automated
quotation system upon which the Notes are listed, if any, and with the Company.
The Company will promptly notify the Trustee in writing when the Notes are
listed on any stock exchange or automated quotation system or delisted
therefrom.

      Section 5.04. Reports by Company. The Company shall file with the Trustee
(and the Commission if at any time after the Indenture becomes qualified under
the Trust Indenture Act), and transmit to holders of Notes, such information,
documents and other reports and such summaries thereof, as may be required
pursuant to the Trust Indenture Act at the times and in the manner provided
pursuant to such Act, whether or not the Notes are governed by such Act;
provided that any such information, documents or reports required to be filed
with the Commission pursuant to Section 13 or 15(d) of the Exchange Act shall,
unless such information, documents or reports are available on the Commission's
EDGAR filing system (or any successor thereto) be filed with the Trustee within
fifteen calendar days after the same is so required to be filed with the
Commission. Delivery of such reports, information and documents to the Trustee
is for informational purposes only and the Trustee's receipt of such shall not
constitute constructive notice of any information contained therein or
determinable from information contained therein, including the Company's
compliance with any of its covenants hereunder (as to which the Trustee is
entitled to rely exclusively on Officers' Certificates).

                                   ARTICLE 6
         REMEDIES OF THE TRUSTEE AND NOTEHOLDERS ON AN EVENT OF DEFAULT

      Section 6.01. Events of Default. In case one or more of the following
events (each, an "EVENT OF DEFAULT") (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) shall
have occurred and be continuing:


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<PAGE>
      (a)   default in the payment of the Principal Amount of any of the Notes
as and when the same shall become due and payable either at Stated Maturity or
in connection with any redemption, repurchase or Fundamental Change repurchase,
in each case pursuant to Article 3, or otherwise; or

      (b)   default in the payment of any installment of Interest upon any of
the Notes as and when the same shall become due and payable, and continuance of
such default for a period of 30 calendar days; or

      (c)   failure to provide on a timely basis a Fundamental Change Repurchase
Notice after the occurrence of a Fundamental Change as required by Section 3.04;
or

      (d)   default in the Company's obligation to exchange the Notes into cash
or a combination of cash and Common Stock, as applicable, upon the exercise of a
holder's exchange rights pursuant to Article 14 and continuation of such default
for a period of ten calendar days; or

      (e)   failure on the part of the Company duly to observe or perform any
other of the terms, covenants or agreements on the part of the Company in the
Notes or this Indenture (other than a covenant or agreement a default in whose
performance or whose breach is elsewhere in this Section 6.01 specifically dealt
with) continued for a period of 60 calendar days after the date on which written
notice of such failure, requiring the Company to remedy the same, shall have
been given to the Company by the Trustee, or to the Company and a Responsible
Officer of the Trustee by the holders of at least 25% in aggregate Principal
Amount of the Notes at the time outstanding determined in accordance with
Section 8.04; or

      (f)   default under any mortgage, indenture or instrument under which
there may be issued or by which there may be evidenced or secured any
indebtedness for money borrowed by the Company or any of its Subsidiaries (or
the payment of which is guaranteed by the Company or any of its Significant
Subsidiaries) having a principal amount then outstanding, individually or in the
aggregate, of at least $20.0 million, other than indebtedness owed to the
Company or a Subsidiary, whether such indebtedness or guarantee now exists or is
hereafter incurred, which default or defaults, if not cured, rescinded or
annulled within ten calendar days after the date on which written notice of such
failure, requiring the Company to remedy the same, shall have been given to the
Company by the Trustee, or to the Company and a Responsible Officer of the
Trustee by the holders of at least 25% in aggregate Principal Amount of the
Notes at the time outstanding determined in accordance with Section 8.04:

            (i)   is caused by the failure to pay the stated principal amount on
      such indebtedness prior to the expiration of the grace period provided in
      such indebtedness; or

            (ii)  results in the acceleration of such indebtedness prior to its
      maturity; or

      (g)   failure by the Company or any Significant Subsidiary to pay any
final judgment or judgments for the payment of money aggregating in excess of
$20.0 million (net of any amounts covered by a reputable and creditworthy
insurance company (as determined by the Company's Board of Directors) that does
not dispute such coverage), which judgments are not paid, discharged or stayed
for any period of 60 consecutive calendar days; or


                                       37
<PAGE>
      (h)   the Guarantee of the Issuer ceases to be in full force and effect
(except as contemplated by the terms of this Indenture) or is declared null and
void in a judicial proceeding or the Issuer denies or disaffirms its obligations
under the Indenture or the Parent Guarantee;

      (i)   any Subsidiary Guarantee of a Significant Subsidiary ceases to be in
full force and effect (except as contemplated by the terms of this Indenture) or
is declared null and void in a judicial proceeding or any Subsidiary Guarantor
that is a Significant Subsidiary denies or disaffirms such Subsidiary
Guarantor's obligations under this Indenture or its Subsidiary Guarantee;

      (j)   commencement by the Company, the Issuer or any Significant
Subsidiary of a voluntary case or other proceeding seeking liquidation,
reorganization or other relief with respect to the Company, the Issuer or any
Significant Subsidiary or its debts under any bankruptcy, insolvency or other
similar law now or hereafter in effect or seeking the appointment of a trustee,
receiver, liquidator, custodian or other similar official of the Company, the
Issuer or any Significant Subsidiary or any substantial part of the property of
the Company, the Issuer or any Significant Subsidiary, or consent by the
Company, the Issuer or any Significant Subsidiary to any such relief or to the
appointment of or taking possession by any such official in an involuntary case
or other proceeding commenced against the Company, the Issuer or any Significant
Subsidiary, or general assignment by the Company, the Issuer or any Significant
Subsidiary for the benefit of creditors, or failure of the Company, the Issuer
or any Significant Subsidiary generally to pay its debts as they become due; or

      (k)   commencement of an involuntary case or other proceeding against the
Company, the Issuer or any Significant Subsidiary seeking liquidation,
reorganization or other relief with respect to the Company, the Issuer or any
Significant Subsidiary or its debts under any bankruptcy, insolvency or other
similar law now or hereafter in effect or seeking the appointment of a trustee,
receiver, liquidator, custodian or other similar official of the Company, the
Issuer or any Significant Subsidiary or any substantial part of the property of
the Company, the Issuer or any Significant Subsidiary, and such involuntary case
or other proceeding shall remain undismissed and unstayed for a period of 60
calendar consecutive days;

then, and in each and every such case (other than an Event of Default specified
in Section 6.01(j) or Section 6.01(k)), unless the Principal Amount of all of
the Notes shall have already become due and payable, either the Trustee or the
holders of not less than 25% in aggregate Principal Amount of the Notes then
outstanding hereunder determined in accordance with Section 8.04, by notice in
writing to the Company (and to the Trustee if given by Noteholders), may declare
the Principal Amount of all the Notes and the Interest accrued and unpaid
thereon to be due and payable immediately, and upon any such declaration the
same shall become and shall be immediately due and payable, anything in this
Indenture or in the Notes contained to the contrary notwithstanding. If an Event
of Default specified in Section 6.01(h) or Section 6.01(k) occurs, the Principal
Amount of all the Notes and the Interest accrued and unpaid thereon shall be
immediately and automatically due and payable without necessity of further
action. If, however, at any time after the Principal Amount of the Notes shall
have been so declared due and payable, and before any judgment or decree for the
payment of the monies due shall have been obtained or entered as hereinafter
provided, (a) the Company shall pay or shall deposit with the Trustee a sum
sufficient to pay (i) all matured installments of Interest upon all Notes, (ii)
the Principal


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<PAGE>
Amount of any and all Notes which shall have become due otherwise than by
acceleration, (iii) interest on overdue installments of Interest (to the extent
that payment of such interest is enforceable under applicable law) and on such
Principal Amount at the rate borne by the Notes, to the date of such payment or
deposit and (iv) amounts due to the Trustee pursuant to Section 7.06, and (b)
any and all defaults under this Indenture, other than the nonpayment of
Principal Amount of and accrued and unpaid Interest on Notes which shall have
become due by acceleration, shall have been cured or waived pursuant to Section
6.07, then and in every such case the holders of a majority in aggregate
Principal Amount of the Notes then outstanding on behalf of the holders of all
of the Notes then outstanding, by written notice to the Company and to the
Trustee, may waive all defaults or Events of Default and rescind and annul such
declaration and its consequences subject to Section 6.07; but no such waiver or
rescission and annulment shall extend to or shall affect any subsequent default
or Event of Default, or shall impair any right consequent thereon. The Company
shall notify in writing a Responsible Officer of the Trustee, promptly upon
becoming aware thereof, of any Event of Default, as provided in Section 4.08.

      In case the Trustee shall have proceeded to enforce any right under this
Indenture and such proceedings shall have been discontinued or abandoned because
of such waiver or rescission and annulment or for any other reason or shall have
been determined adversely to the Trustee, then and in every such case the
Company, the holders of Notes, and the Trustee shall be restored respectively to
their several positions and rights hereunder, and all rights, remedies and
powers of the Company, the holders of Notes, and the Trustee shall continue as
though no such proceeding had been taken.

      Section 6.02. Payments of Notes on Default; Suit Therefor. The Company
covenants that in the case of an Event of Default pursuant to Section 6.01(a) or
Section 7.01(b), then, upon demand of the Trustee, the Company will pay to the
Trustee, for the benefit of the holders of the Notes, (i) the whole amount that
then shall have become due and payable on all such Notes for Principal Amount or
Interest, as the case may be, with interest upon the overdue Principal Amount
and (to the extent that payment of such interest is enforceable under applicable
law) upon the overdue installments of Interest at the rate borne by the Notes,
from the required payment date, and (ii) in addition thereto, any amounts due
the Trustee under Section 7.06. Until such demand by the Trustee, the Company
may pay the Principal Amount of and Interest on the Notes to the registered
holders, whether or not the Notes are overdue.

      In case the Company shall fail forthwith to pay such amounts upon such
demand, the Trustee, in its own name and as trustee of an express trust, shall
be entitled and empowered to institute any actions or proceedings at law or in
equity for the collection of the sums so due and unpaid, and may prosecute any
such action or proceeding to judgment or final decree, and may enforce any such
judgment or final decree against the Company or any other obligor on the Notes
and collect in the manner provided by law out of the property of the Company or
any other obligor on the Notes wherever situated the monies adjudged or decreed
to be payable.

      In case there shall be pending proceedings for the bankruptcy or for the
reorganization of the Company, the Issuer or any Significant Subsidiary or any
other obligor on the Notes under Title 11 of the United States Code, or any
other applicable law, or in case a receiver, assignee or trustee in bankruptcy
or reorganization, liquidator, sequestrator or similar official shall have been


                                       39
<PAGE>
appointed for or taken possession of the Company, the Issuer or any Significant
Subsidiary or such other obligor, the property of the Company, the Issuer or any
Significant Subsidiary or such other obligor, or in the case of any other
judicial proceedings relative to the Company, the Issuer or any Significant
Subsidiary or such other obligor upon the Notes, or to the creditors or property
of the Company, the Issuer or any Significant Subsidiary or such other obligor,
the Trustee, irrespective of whether the Principal Amount 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 pursuant to the
provisions of this Section 6.02, shall be entitled and empowered, by
intervention in such proceedings or otherwise, to file and prove a claim or
claims for the whole amount of the Principal Amount and Interest owing and
unpaid in respect of the Notes, and, in case of any judicial proceedings, to
file such proofs of claim and other papers or documents as may be necessary or
advisable in order to have the claims of the Trustee and of the Noteholders
allowed in such judicial proceedings relative to the Company or any other
obligor on the Notes, its or their creditors, or its or their property, and to
collect and receive any monies or other property payable or deliverable on any
such claims, and to distribute the same after the deduction of any amounts due
the Trustee under Section 7.06, and to take any other action with respect to
such claims, including participating as a member of any official committee of
creditors, as it reasonably deems necessary or advisable, and, unless prohibited
by law or applicable regulations, and any receiver, assignee or trustee in
bankruptcy or reorganization, liquidator, custodian or similar official is
hereby authorized by each of the Noteholders 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 Noteholders, to pay to the Trustee any amount due it
for reasonable compensation, expenses, advances and disbursements, including
counsel fees and expenses incurred by it up to the date of such distribution. To
the extent that such payment of reasonable compensation, expenses, advances and
disbursements out of the estate in any such proceedings shall be denied for any
reason, payment of the same shall be secured by a lien on, and shall be paid out
of, any and all distributions, dividends, monies, securities and other property
which the holders of the Notes may be entitled to receive in such proceedings,
whether in liquidation or under any plan of reorganization or arrangement or
otherwise.

      All rights of action and of asserting claims under this Indenture, or
under any of the Notes, may be enforced by the Trustee without the possession of
any of the Notes, or the production thereof at any trial or other proceeding
relative thereto, and any such suit or proceeding instituted by the Trustee
shall be brought in its own name as trustee of an express trust, and any
recovery of judgment shall, after provision for the payment of the 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 any proceedings brought by the Trustee (and in any proceedings
involving the interpretation of any provision of this Indenture to which the
Trustee shall be a party) the Trustee shall be held to represent all the holders
of the Notes, and it shall not be necessary to make any holders of the Notes
parties to any such proceedings.

      Section 6.03. Application of Monies Collected by Trustee. Any monies or
other property collected by the Trustee pursuant to this Article 6, or any
monies or other property otherwise distributable in respect of the Company's
obligations under this Indenture, shall be applied in the order following, at
the date or dates fixed by the Trustee for the distribution of


                                       40
<PAGE>
such monies, upon presentation of the several Notes, and stamping thereon the
payment, if only partially paid, and upon surrender thereof, if fully paid:

      FIRST: To the payment of all amounts due the Trustee (including any
predecessor Trustee) under Section 7.06;

      SECOND: In case the Principal Amount of the outstanding Notes shall not
have become due and be unpaid, to the payment of Interest on the Notes in
default in the order of the maturity of the installments of such Interest, with
interest (to the extent that such interest has been collected by the Trustee) as
provided in Section 6.02 upon the overdue installments of Interest at the rate
borne by the Notes, such payments to be made ratably to the Persons entitled
thereto;

      THIRD: In case the Principal Amount of the outstanding Notes shall have
become due, by declaration or otherwise, and be unpaid, to the payment of the
whole amount then owing and unpaid upon the Notes for Principal Amount and
Interest, with interest on the overdue Principal Amount and (to the extent that
such interest has been collected by the Trustee) upon overdue installments of
Interest, at the rate borne by the Notes, and in case such monies shall be
insufficient to pay in full the whole amounts so due and unpaid upon the Notes,
then to the payment of such Principal Amount and Interest without preference or
priority of the Principal Amount over Interest, or of Interest over the
Principal Amount, or of any installment of Interest over any other installment
of Interest, or of any Note over any other Note, ratably to the aggregate of
such Principal Amount and accrued and unpaid Interest; and

      FOURTH: To the payment of the remainder, if any, to the Company or any
other Person lawfully entitled thereto, as determined by a court of competent
jurisdiction.

      Section 6.04. Proceedings by Noteholder. No holder of any Note shall have
any right by virtue of or by reference to any provision of this Indenture to
institute any suit, action or proceeding in equity or at law upon or under or
with respect to this Indenture, or for the appointment of a receiver, trustee,
liquidator, custodian or other similar official, or for any other remedy
hereunder, unless (a) such holder previously shall have given to the Trustee
written notice of an Event of Default and of the continuance thereof, as
hereinbefore provided, (b) the holders of not less than 25% in aggregate
Principal Amount of the Notes then outstanding shall have made written request
upon the Trustee to institute such action, suit or proceeding in its own name as
Trustee hereunder and shall have offered to the Trustee such security or
indemnity satisfactory to the Trustee as it may require against the costs,
expenses and liabilities to be incurred therein or thereby, (c) the Trustee for
60 calendar days after its receipt of such notice, request and offer of
indemnity, shall have neglected or refused to institute any such action, suit or
proceeding and (d) no direction inconsistent with such written request shall
have been given to the Trustee pursuant to Section 6.07; it being understood and
intended, and being expressly covenanted by the taker and holder of every Note
with every other taker and holder and the Trustee, that no one or more holders
of Notes shall have any right in any manner whatever by virtue of or by
reference to any provision of this Indenture to affect, disturb or prejudice the
rights of any other holder of Notes, or to obtain or seek to obtain priority
over or preference to any other such holder, or to enforce any right under this
Indenture, except in the manner herein provided and for the equal, ratable and
common benefit of all holders of Notes (except as otherwise provided herein).
For the protection and enforcement of this Section 6.04, each and


                                       41
<PAGE>
every Noteholder and the Trustee shall be entitled to such relief as can be
given either at law or in equity.

      Notwithstanding any other provision of this Indenture and any provision of
any Note, the right of any holder of any Note to receive payment of the
Principal Amount of (including any Redemption Price or Repurchase Price pursuant
to Article 3) and accrued Interest on such Note on or after the respective due
dates expressed in such Note, or to institute suit for the enforcement of any
such payment on or after such respective dates against the Company, shall not be
impaired or affected without the consent of such holder.

      Anything contained in this Indenture or the Notes to the contrary
notwithstanding, the holder of any Note, without the consent of either the
Trustee or the holder of any other Note, in its own behalf and for its own
benefit, may enforce, and may institute and maintain any proceeding suitable to
enforce, its rights of exchange as provided herein.

      Section 6.05. Proceedings by Trustee. In case of an Event of Default, the
Trustee may, in its discretion, proceed to protect and enforce the rights vested
in it by this Indenture by such appropriate judicial proceedings as are
necessary to protect and enforce any of such rights, either by suit in equity or
by action at law or by proceeding in bankruptcy or otherwise, whether for the
specific enforcement of any covenant or agreement contained in this Indenture or
in aid of the exercise of any power granted in this Indenture, or to enforce any
other legal or equitable right vested in the Trustee by this Indenture or by
law.

      Section 6.06. Remedies Cumulative and Continuing. Except as provided in
Section 2.06, all powers and remedies given by this Article 6 to the Trustee or
to the Noteholders shall, to the extent permitted by law, be deemed cumulative
and not exclusive of any thereof or of any other powers and remedies available
to the Trustee or the holders of the Notes, by judicial proceedings or
otherwise, to enforce the performance or observance of the covenants and
agreements contained in this Indenture, and no delay or omission of the Trustee
or of any holder of any of the Notes to exercise any right or power accruing
upon any default or Event of Default occurring and continuing as aforesaid shall
impair any such right or power, or shall be construed to be a waiver of any such
default or any acquiescence therein, and, subject to the provisions of Section
6.04, every power and remedy given by this Article 6 or by law to the Trustee or
to the Noteholders may be exercised from time to time, and as often as shall be
deemed expedient, by the Trustee or by the Noteholders.

      Section 6.07. Direction of Proceedings and Waiver of Defaults by Majority
of Noteholders. The holders of a majority in aggregate Principal Amount of the
Notes at the time outstanding determined in accordance with Section 8.04 shall
have the right to direct the time, method and place of conducting any proceeding
for any remedy available to the Trustee or exercising any trust or power
conferred on the Trustee; provided that (a) such direction shall not be in
conflict with any rule of law or with this Indenture, (b) the Trustee may take
any other action which is not inconsistent with such direction, (c) the Trustee
may decline to take any action that would benefit some Noteholders to the
detriment of other Noteholders and (d) the Trustee may decline to take any
action that would involve the Trustee in personal liability. The holders of a
majority in aggregate Principal Amount of the Notes at the time outstanding
determined in accordance with Section 8.04 may, on behalf of the holders of all
of the Notes,


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<PAGE>
waive any past default or Event of Default hereunder and its consequences except
(i) a default in the payment of Interest on, or the Principal Amount of, the
Notes, (ii) a failure by the Company to exchange any Notes into cash or a
combination of cash and Common Stock, as the case may be, (iii) a default in the
payment of the Redemption Price pursuant to Section 3.03, (iv) a default in the
payment of the Fundamental Change Repurchase Price pursuant to Section 3.04 or
Company Repurchase Price pursuant to Section 3.05 or (v) a default in respect of
a covenant or provision hereof which under Article 10 cannot be modified or
amended without the consent of the holders of each or all Notes then outstanding
or affected thereby. Upon any such waiver, the Company, the Trustee and the
holders of the Notes shall be restored to their former positions and rights
hereunder; but no such waiver shall extend to any subsequent or other default or
Event of Default or impair any right consequent thereon. Whenever any default or
Event of Default hereunder shall have been waived as permitted by this Section
6.07, said default or Event of Default shall for all purposes of the Notes and
this Indenture be deemed to have been cured and to be not continuing; but no
such waiver shall extend to any subsequent or other default or Event of Default
or impair any right consequent thereon.

      Section 6.08. Notice of Defaults. The Trustee shall, within ninety
calendar days after a Responsible Officer of the Trustee has actual knowledge of
the occurrence of a default, mail to all Noteholders, as the names and addresses
of such holders appear upon the Note Register, notice of all defaults known to a
Responsible Officer, unless such defaults shall have been cured or waived before
the giving of such notice; provided that except in the case of default in the
payment of the Principal Amount of or Interest on any of the Notes, the Trustee
shall be protected in withholding such notice if and so long as a trust
committee of directors and/or Responsible Officers of the Trustee in good faith
determines that the withholding of such notice is in the interests of the
Noteholders. For the purpose of this Section 6.08, the term "DEFAULT" means any
event which is, or after notice or lapse of time or both would become, an Event
of Default.

      Section 6.09. Undertaking to Pay Costs. All parties to this Indenture
agree, and each holder of any Note by its 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 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 and expenses, 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; provided that the provisions of this Section 6.09
(to the extent permitted by law) shall not apply to any suit instituted by the
Trustee, to any suit instituted by any Noteholder, or group of Noteholders,
holding in the aggregate more than ten percent in Principal Amount of the Notes
at the time outstanding determined in accordance with Section 8.04, or to any
suit instituted by any Noteholder for the enforcement of the payment of the
Principal Amount of or Interest on any Note on or after the due date expressed
in such Note or to any suit for the enforcement of the right to exchange any
Note in accordance with the provisions of Article 14.


                                       43
<PAGE>

                                    ARTICLE 7
                                   THE TRUSTEE

      Section 7.01. Duties and Responsibilities of Trustee. The Trustee, prior
to the occurrence of an Event of Default and after the curing of all Events of
Default which may have occurred, undertakes to perform such duties and only such
duties as are specifically set forth in this Indenture. In case an Event of
Default has occurred (which has not been cured or waived), the Trustee shall
exercise such of the rights and powers vested in it by this Indenture, and use
the same degree of care and skill in their exercise, as a prudent person would
exercise or use under the circumstances in the conduct of such person's own
affairs.

      No provision of this Indenture shall be construed to relieve the Trustee
from liability for its own negligent action, its own negligent failure to act or
its own willful misconduct, except that:

      (a) prior to the occurrence of an Event of Default and after the curing or
waiving of all Events of Default which may have occurred:

            (i) the duties and obligations of the Trustee shall be determined
      solely by the express provisions of this Indenture and the Trust Indenture
      Act, and the Trustee shall not be liable except for the performance of
      such duties and obligations as are specifically set forth in this
      Indenture and no implied covenants or obligations shall be read into this
      Indenture and the Trust Indenture Act against the Trustee; and

            (ii) in the absence of bad faith on the part of the Trustee, the
      Trustee may conclusively rely as to the truth of the statements and the
      correctness of the opinions expressed therein, upon any certificates or
      opinions furnished to the Trustee and conforming to the requirements of
      this Indenture; but, in the case of any such certificates or opinions
      which by any provisions hereof are specifically required to be furnished
      to the Trustee, the Trustee shall be under a duty to examine the same to
      determine whether or not they conform to the requirements of this
      Indenture (but need not confirm or investigate the accuracy of
      mathematical calculations or other facts stated therein);

      (b) the Trustee shall not be liable for any error of judgment made in good
faith by a Responsible Officer or Officers of the Trustee, unless the Trustee
was negligent in ascertaining the pertinent facts;

      (c) the Trustee shall not be liable with respect to any action taken or
omitted to be taken by it in good faith in accordance with the written direction
of the holders of not less than a majority in Principal Amount of the Notes at
the time outstanding determined as provided in Section 8.04 relating to the
time, method and place of conducting any proceeding for any remedy available to
the Trustee, or exercising any trust or power conferred upon the Trustee, under
this Indenture;

      (d) the Trustee shall not be liable in respect of any payment (as to the
correctness of amount, entitlement to receive or any other matters relating to
payment) or notice effected by the Company, the Issuer or any Paying Agent or
any records maintained by any co-registrar with respect to the Notes; and


                                       44
<PAGE>
      (e) if any party fails to deliver a notice relating to an event the fact
of which, pursuant to this Indenture, requires notice to be sent to the Trustee,
the Trustee may conclusively rely on its failure to receive such notice as
reason to act as if no such event occurred.

      (f) The Trustee shall not be deemed to have knowledge or notice of any
default (as defined in Section 6.08) or Event of Default hereunder unless a
Responsible Officer of the Trustee shall have received at the Corporate Trust
Office written notice of such default or Event of Default from the Company or
the holders of at least 10% in aggregate Principal Amount of the Notes and such
notice refers to such default or Event of Default, the Notes and the Indenture.

      None of the provisions contained in this Indenture shall require the
Trustee to expend or risk its own funds or otherwise incur any liability in the
performance of any of its duties or in the exercise of any of its rights or
powers, if there is reasonable ground for believing that the repayment of such
funds or adequate indemnity against such risk or liability is not assured to it.

      Whether or not therein provided, every provision of this Indenture
relating to the conduct or affecting the liability of, or affording protection
to, the Trustee shall be subject to the provisions of this Section 7.01.

      Section 7.02. Reliance on Documents, Opinions, Etc. Except as otherwise
provided in Section 7.01:

      (a) the Trustee may conclusively rely and shall be protected in acting
upon any resolution, certificate, statement, instrument, opinion, report,
notice, request, consent, order, bond, note, coupon or other paper or document
(whether in its original or facsimile form) believed by it in good faith to be
genuine and to have been signed or presented by the proper party or parties;

      (b) any request, direction, order or demand of the Company, the Issuer or
any Subsidiary Guarantor mentioned herein shall be sufficiently evidenced by an
Officers' Certificate (unless other evidence in respect thereof be herein
specifically prescribed); and any resolution of the Board of Directors may be
evidenced to the Trustee by a copy thereof certified by the Secretary or an
Assistant Secretary of the Company;

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

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

      (e) the Trustee shall not be bound to make any investigation into the
facts or matters stated in any resolution, certificate, statement, instrument,
opinion, report, notice, request, direction, consent, order, bond, note or other
paper or document, but the Trustee may make such


                                       45
<PAGE>
further inquiry or investigation into such facts or matters as it may see fit,
and, if the Trustee shall determine to make such further inquiry or
investigation, it shall be entitled to examine the books, records and premises
of the Company, the Issuer and any Subsidiary Guarantor, personally or by agent
or attorney at the sole cost of the Company and shall incur no liability or
additional liability of any kind by reason of such inquiry or investigation;

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

      (g) the Trustee shall not be liable for any action taken, suffered or
omitted to be taken by it in good faith and reasonably believed by it to be
authorized or within the discretion or rights or powers conferred upon it by
this Indenture;

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

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

      (j) the Trustee may request that the Company, the Issuer and any
Subsidiary Guarantor, respectively deliver an Officers' Certificate setting
forth the names of individuals and/or titles of officers authorized at such time
to take specified actions pursuant to this Indenture, which Officers'
Certificate may be signed by any person authorized to sign an Officers'
Certificate, including any person specified as so authorized in any such
certificate previously delivered and not superseded;

      (k) before the Trustee acts or refrains from acting, it may require an
Officers' Certificate or an Opinion of Counsel. The Trustee shall not be liable
for any action which it takes or omits to take in good faith in reliance on the
Officers' Certificate or Opinion of Counsel;

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

      (m) the Trustee agrees to accept and act upon facsimile transmission of
written instructions or directions pursuant to this Indenture, it being
understood that originals of such shall be provided to the Trustee in a timely
manner.

      Section 7.03. No Responsibility for Recitals, Etc. The recitals contained
herein and in the Notes (except in the Trustee's certificate of authentication)
and the Guarantees shall be taken as the statements of the Company, the Issuer
and the Subsidiary Guarantors, respectively, and the


                                       46
<PAGE>
Trustee assumes no responsibility for the correctness of the same. The Trustee
makes no representations as to the validity or sufficiency of this Indenture or
of the Notes. The Trustee shall not be accountable for the use or application by
the Company of any Notes or the proceeds of any Notes authenticated and
delivered by the Trustee in conformity with the provisions of this Indenture.

      Section 7.04. Trustee, Paying Agents, Exchange Agents or Registrar May Own
Notes. The Trustee, any Paying Agent, any Exchange Agent or Note Registrar, in
its individual or any other capacity, may become the owner or pledgee of Notes
with the same rights it would have if it were not Trustee, Paying Agent,
Exchange Agent or Note Registrar.

      Section 7.05. Monies to Be Held in Trust. Subject to the provisions of
Section 12.03, all monies received by the Trustee shall, until used or applied
as herein provided, be held in trust for the purposes for which they were
received. Money held by the Trustee in trust hereunder need not be segregated
from other funds except to the extent required by law. The Trustee shall be
under no liability for interest on any money received by it hereunder except as
may be agreed in writing from time to time by the Company and the Trustee.

      Section 7.06. Compensation and Expenses of Trustee. The Company covenants
and agrees to pay to the Trustee from time to time, and the Trustee shall
receive, such compensation for all services rendered by it hereunder in any
capacity (which shall not be limited by any provision of law in regard to the
compensation of a trustee of an express trust) as mutually agreed to from time
to time in writing between the Company and the Trustee, and the Company will pay
or reimburse the Trustee upon its request for all reasonable expenses,
disbursements and advances incurred or made by the Trustee in accordance with
any of the provisions of this Indenture (including the reasonable compensation
and the expenses and disbursements of its counsel and of all Persons not
regularly in its employ) except any such expense, disbursement or advance as may
arise from its negligence, willful misconduct or bad faith. The Company, the
Issuer and the Subsidiary Guarantors, jointly and severally, also covenant to
indemnify the Trustee and any predecessor Trustee (or any officer, director or
employee of the Trustee), in any capacity under this Indenture and its agents
and any authenticating agent for, and to hold them harmless against, any and all
loss, liability, damage, claim or expense including taxes (other than taxes
based on the income of the Trustee) incurred without negligence, willful
misconduct or bad faith on the part of the Trustee or such officers, directors,
employees and agent or authenticating agent, as the case may be, and arising out
of or in connection with the acceptance or administration of this trust or in
any other capacity hereunder, including the costs and expenses (including
reasonable attorneys' fees and expenses) of defending themselves against any
claim (whether asserted by the Company, the Issuer, the Subsidiary Guarantors,
any holder or any other Person) of liability in connection with the exercise or
performance of any of its powers or duties hereunder. The respective obligations
of the Company, the Issuer and the Subsidiary Guarantors under this Section 7.06
to compensate or indemnify the Trustee and to pay or reimburse the Trustee for
expenses (including reasonable attorneys' fees and expenses), disbursements and
advances shall be secured by a lien prior to that of the Notes upon all property
and funds held or collected by the Trustee as such, except funds held in trust
for the benefit of the holders of particular Notes. The obligation of the
Company, the Issuer and the Subsidiary Guarantors under this Section shall
survive the resignation or removal of the Trustee and the satisfaction and
discharge or termination of this Indenture.


                                       47
<PAGE>
      When the Trustee and its agents and any authenticating agent incur
expenses or render services after an Event of Default specified in Section
6.01(h) or Section 6.01(k) with respect to the Company occurs, the expenses
(including reasonable attorneys' fees and expenses) and the compensation for the
services are intended to constitute expenses of administration under any
bankruptcy, insolvency or similar laws.

      Section 7.07. Officers' Certificate as Evidence. Except as otherwise
provided in Section 7.01, whenever in the administration of the provisions of
this Indenture the Trustee shall deem it necessary or desirable that a matter be
proved or established prior to taking or omitting any action hereunder, such
matter (unless other evidence in respect thereof be herein specifically
prescribed) may, in the absence of bad faith or willful misconduct on the part
of the Trustee, be deemed to be conclusively proved and established by an
Officers' Certificate delivered to the Trustee.

      Section 7.08. Conflicting Interests of Trustee. If the Trustee has or
shall acquire a conflicting interest within the meaning of the Trust Indenture
Act, the Trustee shall either eliminate such interest or resign, to the extent
and in the manner provided by, and subject to the provisions of, the Trust
Indenture Act and this Indenture.

      Section 7.09. Eligibility of Trustee. There shall at all times be a
Trustee hereunder which shall be a Person that is eligible pursuant to the Trust
Indenture Act to act as such and has a combined capital and surplus of at least
$50,000,000 (or if such Person is a member of a bank holding company system, its
bank holding company shall have a combined capital and surplus of at least
$50,000,000). If such Person publishes reports of condition at least annually,
pursuant to law or to the requirements of any supervising or examining
authority, then for the purposes of this Section the combined capital and
surplus of such Person shall be deemed to be its combined capital and surplus as
set forth in its most recent report of condition so published. If at any time
the Trustee shall cease to be eligible in accordance with the provisions of this
Section 7.09, it shall resign immediately in the manner and with the effect
hereinafter specified in this Article.

      Section 7.10. Resignation or Removal of Trustee.

      (a) The Trustee may at any time resign by giving written notice of such
resignation to the Company and to the holders of Notes. Upon receiving such
notice of resignation, the Company shall promptly appoint a successor trustee by
written instrument, in duplicate, executed by order of the Company's Board of
Directors, one copy of which instrument shall be delivered to the resigning
Trustee and one copy to the successor trustee. If no successor trustee shall
have been so appointed and have accepted appointment 60 calendar days after the
mailing of such notice of resignation to the Noteholders, the resigning Trustee
may, upon ten Business Days' notice to the Company and the Noteholders,
petition, at the expense of the Company, any court of competent jurisdiction for
the appointment of a successor trustee, or, if any Noteholder who has been a
bona fide holder of a Note or Notes for at least six months may, subject to the
provisions of Section 6.09, on behalf of himself and all others similarly
situated, petition any such court for the appointment of a successor trustee.
Such court may thereupon, after such notice, if any, as it may deem proper and
prescribe, appoint a successor trustee.

      (b) In case at any time any of the following shall occur:


                                       48
<PAGE>
            (i) the Trustee shall fail to comply with Section 7.08 after written
      request therefor by the Company or by any Noteholder who has been a bona
      fide holder of a Note or Notes for at least six months; or

            (ii) the Trustee shall cease to be eligible in accordance with the
      provisions of Section 7.09 and shall fail to resign after written request
      therefor by the Company or by any such Noteholder; or

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

then, in any such case, the Company may remove the Trustee and appoint a
successor trustee by written instrument, in duplicate, executed by order of the
Company's Board of Directors, one copy of which instrument shall be delivered to
the Trustee so removed and one copy to the successor trustee, or, subject to the
provisions of Section 6.09, any Noteholder who has been a bona fide holder of a
Note or Notes for at least six months may, on behalf of himself and all others
similarly situated, petition any court of competent jurisdiction for the removal
of the Trustee and the appointment of a successor trustee; provided that if no
successor Trustee shall have been appointed and have accepted appointment 60
calendar days after either the Company or the Noteholders has removed the
Trustee, or the Trustee resigns, the Trustee so removed may petition, at the
expense of the Company, any court of competent jurisdiction for an appointment
of a successor trustee. Such court may thereupon, after such notice, if any, as
it may deem proper and prescribe, remove the Trustee and appoint a successor
trustee.

      (c) The holders of a majority in aggregate Principal Amount of the Notes
at the time outstanding may at any time remove the Trustee and nominate a
successor trustee which shall be deemed appointed as successor trustee unless,
within ten calendar days after notice to the Company of such nomination, the
Company objects thereto, in which case the Trustee so removed or any Noteholder,
or if such Trustee so removed or any Noteholder fails to act, the Company, upon
the terms and conditions and otherwise as in Section 7.10(a) provided, may
petition any court of competent jurisdiction for an appointment of a successor
trustee.

      (d) Any resignation or removal of the Trustee and appointment of a
successor trustee pursuant to any of the provisions of this Section 7.10 shall
become effective upon acceptance of appointment by the successor trustee as
provided in Section 7.11.

      Section 7.11. Acceptance by Successor Trustee. Any successor trustee
appointed as provided in Section 7.10 shall execute, acknowledge and deliver to
the Company and to its predecessor trustee an instrument accepting such
appointment hereunder, and thereupon the resignation or removal of the
predecessor trustee shall become effective and such successor trustee, without
any further act, deed or conveyance, shall become vested with all the rights,
powers, duties and obligations of its predecessor hereunder, with like effect as
if originally named as trustee herein; but, nevertheless, on the written request
of the Company or of the successor trustee, the trustee ceasing to act shall,
upon payment of any amount then due it pursuant to the provisions of Section
7.06, execute and deliver an instrument transferring to such


                                       49
<PAGE>
successor trustee all the rights and powers of the trustee so ceasing to act.
Upon request of any such successor trustee, the Company shall execute any and
all instruments in writing for more fully and certainly vesting in and
confirming to such successor trustee all such rights and powers. Any trustee
ceasing to act shall, nevertheless, retain a lien upon all property and funds
held or collected by such trustee as such, except for funds held in trust for
the benefit of holders of particular Notes, to secure any amounts then due it
pursuant to the provisions of Section 7.06.

      No successor trustee shall accept appointment as provided in this Section
7.11 unless, at the time of such acceptance, such successor trustee shall be
qualified under the provisions of Section 7.08 and be eligible under the
provisions of Section 7.09.

      Upon acceptance of appointment by a successor trustee as provided in this
Section 7.11, the Company (or the former trustee, at the written direction and
the expense of the Company) shall mail or cause to be mailed notice of the
succession of such trustee hereunder to the holders of Notes at their addresses
as they shall appear on the Note Register. If the Company fails to mail such
notice within ten (10) calendar days after acceptance of appointment by the
successor trustee, the successor trustee shall cause such notice to be mailed at
the expense of the Company.

      Section 7.12. Succession by Merger. Any Person into which the Trustee may
be merged or converted or with which it may be consolidated, or any Person
resulting from any merger, conversion or consolidation to which the Trustee
shall be a party, or any Person succeeding to all or substantially all of the
corporate trust business of the Trustee (including any trust created by this
Indenture), shall be the successor to the Trustee hereunder without the
execution or filing of any paper or any further act on the part of any of the
parties hereto, provided that in the case of any Person succeeding to all or
substantially all of the corporate trust business of the Trustee, such Person
shall be qualified under the provisions of Section 7.08 and eligible under the
provisions of Section 7.09.

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

      Section 7.13. Preferential Collection of Claims. If and when the Trustee
shall be or become a creditor of the Company (or any other obligor upon the
Notes), the Trustee shall be subject to the provisions of the Trust Indenture
Act regarding the collection of the claims against the Company (or any such
other obligor).


                                       50
<PAGE>
                                    ARTICLE 8
                                 THE NOTEHOLDERS

      Section 8.01. Action by Noteholders. Whenever in this Indenture it is
provided that the holders of a specified percentage in aggregate Principal
Amount of the Notes may take any action (including the making of any demand or
request, the giving of any notice, consent or waiver or the taking of any other
action), the fact that at the time of taking any such action, the holders of
such specified percentage have joined therein may be evidenced (a) by any
instrument or any number of instruments of similar tenor executed by Noteholders
in person or by agent or proxy appointed in writing, or (b) by the record of the
holders of Notes voting in favor thereof at any meeting of Noteholders duly
called and held in accordance with the provisions of Article 9, or (c) by a
combination of such instrument or instruments and any such record of such a
meeting of Noteholders. Whenever the Company or the Trustee solicits the taking
of any action by the holders of the Notes, the Company or the Trustee may fix in
advance of such solicitation, a date as the record date for determining holders
entitled to take such action. The record date shall be not more than fifteen
calendar days prior to the date of commencement of solicitation of such action.

      Section 8.02. Proof of Execution by Noteholders. Subject to the provisions
of Sections 7.01, 7.02 and 9.05, proof of the execution of any instrument by a
Noteholder or its agent or proxy shall be sufficient if made in accordance with
such reasonable rules and regulations as may be prescribed by the Trustee or in
such manner as shall be satisfactory to the Trustee. The holding of Notes shall
be proved by the registry of such Notes or by a certificate of the Note
Registrar.

      The record of any Noteholders' meeting shall be proved in the manner
provided in Section 9.06.

      Section 8.03. Who Are Deemed Absolute Owners. The Company, the Issuer, any
Subsidiary Guarantor, the Trustee, any Paying Agent, any Exchange Agent and any
Note Registrar may deem the Person in whose name such Note shall be registered
upon the Note Register to be, and may treat it as, the absolute owner of such
Note (whether or not such Note shall be overdue and notwithstanding any notation
of ownership or other writing thereon made by any Person other than the Company
or any Note Registrar) for the purpose of receiving payment of or on account of
the Principal Amount of and Interest on such Note, for exchange of such Note and
for all other purposes; and none of the Company, the Issuer, any Subsidiary
Guarantor, the Trustee, any Paying Agent, any Exchange Agent or any Note
Registrar shall be affected by any notice to the contrary. All such payments so
made to any holder for the time being, or upon his order, shall be valid, and,
to the extent of the sum or sums so paid, effectual to satisfy and discharge the
liability for monies payable upon any such Note.

      Section 8.04. Company-owned Notes Disregarded. In determining whether the
holders of the requisite aggregate Principal Amount of Notes have concurred in
any direction, consent, waiver or other action under this Indenture, Notes which
are owned by the Company or any other obligor on the Notes or any Affiliate of
the Company or any other obligor on the Notes shall be disregarded and deemed
not to be outstanding for the purpose of any such determination; provided that
for the purposes of determining whether the Trustee shall be protected in
relying


                                       51
<PAGE>
on any such direction, consent, waiver or other action, only Notes which a
Responsible Officer actually knows are so owned shall be so disregarded. Notes
so owned which have been pledged in good faith may be regarded as outstanding
for the purposes of this Section 8.04 if the pledgee shall establish to the
satisfaction of the Trustee the pledgee's right to vote such Notes and that the
pledgee is not the Company, any other obligor on the Notes or any Affiliate of
the Company or any such other obligor. In the case of a dispute as to such
right, any decision by the Trustee taken upon the advice of counsel shall be
full protection to the Trustee. Upon request of the Trustee, the Company shall
furnish to the Trustee promptly an Officers' Certificate listing and identifying
all Notes, if any, known by the Company to be owned or held by or for the
account of any of the above described Persons, and, subject to Section 7.01, the
Trustee shall be entitled to accept such Officers' Certificate as conclusive
evidence of the facts therein set forth and of the fact that all Notes not
listed therein are outstanding for the purpose of any such determination.

      Section 8.05. Revocation of Consents, Future Holders Bound. At any time
prior to (but not after) the evidencing to the Trustee, as provided in Section
8.01, of the taking of any action by the holders of the percentage in aggregate
Principal Amount of the Notes specified in this Indenture in connection with
such action, any holder of a Note which is shown by the evidence to be included
in the Notes the holders of which have consented to such action may, by filing
written notice with the Trustee at its Corporate Trust Office and upon proof of
holding as provided in Section 8.02, revoke such action so far as concerns such
Note. Except as aforesaid, any such action taken by the holder of any Note shall
be conclusive and binding upon such holder and upon all future holders and
owners of such Note and of any Notes issued in exchange or substitution
therefor, irrespective of whether any notation in regard thereto is made upon
such Note or any Note issued in exchange or substitution therefor.

                                    ARTICLE 9
                             MEETINGS OF NOTEHOLDERS

      Section 9.01. Purpose of Meetings. A meeting of Noteholders may be called
at any time and from time to time pursuant to the provisions of this Article 9
for any of the following purposes:

            (1) to give any notice to the Company or to the Trustee or to give
      any directions to the Trustee permitted under this Indenture, or to
      consent to the waiving of any default or Event of Default hereunder and
      its consequences, or to take any other action authorized to be taken by
      Noteholders pursuant to any of the provisions of Article 6;

            (2) to remove the Trustee and nominate a successor trustee pursuant
      to the provisions of Article 7;

            (3) to consent to the execution of an indenture or indentures
      supplemental hereto pursuant to the provisions of Section 10.02; or

            (4) to take any other action authorized to be taken by or on behalf
      of the holders of any specified aggregate Principal Amount of the Notes
      under any other provision of this Indenture or under applicable law.


                                       52
<PAGE>
      Section 9.02. Call of Meetings by Trustee. The Trustee may at any time
call a meeting of Noteholders to take any action specified in Section 9.01, to
be held at such time and at such place as the Trustee shall determine. Notice of
every meeting of the Noteholders, setting forth the time and the place of such
meeting and in general terms the action proposed to be taken at such meeting and
the establishment of any record date pursuant to Section 8.01, shall be mailed
to holders of Notes at their addresses as they shall appear on the Note
Register. Such notice shall also be mailed to the Company. Such notices shall be
mailed not less than twenty calendar nor more than ninety calendar days prior to
the date fixed for the meeting.

      Any meeting of Noteholders shall be valid without notice if the holders of
all Notes then outstanding are present in person or by proxy or if notice is
waived before or after the meeting by the holders of all Notes outstanding, and
if the Company and the Trustee are either present by duly authorized
representatives or have, before or after the meeting, waived notice.

      Section 9.03. Call of Meetings by Company or Noteholders. In case at any
time the Company, pursuant to a resolution of its Board of Directors, or the
holders of at least 10% in aggregate Principal Amount of the Notes then
outstanding, shall have requested the Trustee to call a meeting of Noteholders,
by written request setting forth in reasonable detail the action proposed to be
taken at the meeting, and the Trustee shall not have mailed the notice of such
meeting within twenty calendar days after receipt of such request, then the
Company or such Noteholders may determine the time and the place for such
meeting and may call such meeting to take any action authorized in Section 9.01,
by mailing notice thereof as provided in Section 9.02.

      Section 9.04. Qualifications for Voting. To be entitled to vote at any
meeting of Noteholders a person shall (a) be a holder of one or more Notes on
the record date pertaining to such meeting or (b) be a person appointed by an
instrument in writing as proxy by a holder of one or more Notes on the record
date pertaining to such meeting. The only persons who shall be entitled to be
present or to speak at any meeting of Noteholders shall be the persons entitled
to vote at such meeting and their counsel and any representatives of the Trustee
and its counsel and any representatives of the Company and its counsel.

      Section 9.05. Regulations. Notwithstanding any other provisions of this
Indenture, the Trustee may make such reasonable regulations as it may deem
advisable for any meeting of Noteholders, in regard to proof of the holding of
Notes and of the appointment of proxies, and in regard to the appointment and
duties of inspectors of votes, the submission and examination of proxies,
certificates and other evidence of the right to vote, and such other matters
concerning the conduct of the meeting as it shall think fit.

      The Trustee shall, by an instrument in writing, appoint a temporary
chairman of the meeting, unless the meeting shall have been called by the
Company or by Noteholders as provided in Section 9.03, in which case the Company
or the Noteholders calling the meeting, as the case may be, shall in like manner
appoint a temporary chairman. A permanent chairman and a permanent secretary of
the meeting shall be elected by vote of the holders of a majority in Principal
Amount of the Notes represented at the meeting and entitled to vote at the
meeting.


                                       53
<PAGE>
      Subject to the provisions of Section 8.04, at any meeting each Noteholder
or proxyholder shall be entitled to one vote for each $1,000 Principal Amount of
Notes held or represented by him; provided that no vote shall be cast or counted
at any meeting in respect of any Note challenged as not outstanding and ruled by
the chairman of the meeting to be not outstanding. The chairman of the meeting
shall have no right to vote other than by virtue of Notes held by him or
instruments in writing as aforesaid duly designating him as the proxy to vote on
behalf of other Noteholders. Any meeting of Noteholders duly called pursuant to
the provisions of Section 9.02 or 9.03 may be adjourned from time to time by the
holders of a majority of the aggregate Principal Amount of Notes represented at
the meeting, whether or not constituting a quorum, and the meeting may be held
as so adjourned without further notice.

      Section 9.06. Voting. The vote upon any resolution submitted to any
meeting of Noteholders shall be by written ballot on which shall be subscribed
the signatures of the holders of Notes or of their representatives by proxy and
the outstanding Principal Amount of the Notes held or represented by them. The
permanent chairman of the meeting shall appoint two inspectors of votes who
shall count all votes cast at the meeting for or against any resolution and who
shall make and file with the secretary of the meeting their verified written
reports in duplicate of all votes cast at the meeting. A record in duplicate of
the proceedings of each meeting of Noteholders shall be prepared by the
secretary of the meeting and there shall be attached to said record the original
reports of the inspectors of votes on any vote by ballot taken thereat and
affidavits by one or more persons having knowledge of the facts setting forth a
copy of the notice of the meeting and showing that said notice was mailed as
provided in Section 9.02. The record shall show the Principal Amount of the
Notes voting in favor of or against any resolution. The record shall be signed
and verified by the affidavits of the permanent chairman and secretary of the
meeting and one of the duplicates shall be delivered to the Company and the
other to the Trustee to be preserved by the Trustee, the latter to have attached
thereto the ballots voted at the meeting.

      Any record so signed and verified shall be conclusive evidence of the
matters therein stated.

      Section 9.07. No Delay of Rights by Meeting. Nothing contained in this
Article 9 shall be deemed or construed to authorize or permit, by reason of any
call of a meeting of Noteholders or any rights expressly or impliedly conferred
hereunder to make such call, any hindrance or delay in the exercise of any right
or rights conferred upon or reserved to the Trustee or to the Noteholders under
any of the provisions of this Indenture or of the Notes.

                                   ARTICLE 10
                             SUPPLEMENTAL INDENTURES

      Section 10.01. Supplemental Indentures Without Consent of Noteholders. The
Company, when authorized by the resolutions of the Company's Board of Directors,
the Issuer, when authorized by the resolutions of the Issuer's Board of
Directors, any Subsidiary Guarantor, when authorized by the resolutions of its
board of directors, and the Trustee may, from time to time, and at any time
enter into an indenture or indentures supplemental hereto for one or more of the
following purposes:


                                       54
<PAGE>
      (a) to convey, transfer, assign, mortgage or pledge to the Trustee as
security for the Notes, any property or assets;

      (b) to evidence the assumption by a successor Person of the obligations of
the Company pursuant to Article 12 or to modify this Indenture in accordance
with Sections 3.06(h), 11.02, 14.06 or 14.07;

      (c) to provide for the issuance of Additional Notes as provided in this
Indenture;

      (d) to add guarantees or guarantors with respect to the Notes;

      (e) to add to the covenants of the Company, the Issuer or the Subsidiary
Guarantors such further covenants for the benefit of the holders of Notes, and
to make the occurrence, or the occurrence and continuance, of a default in any
such additional covenants a default or an Event of Default permitting the
enforcement of all or any of the several remedies provided in this Indenture as
herein set forth; provided that in respect of any such additional covenant such
supplemental indenture may provide for a particular period of grace after
default (which period may be shorter or longer than that allowed in the case of
other defaults) or may provide for an immediate enforcement upon such default or
may limit the remedies available to the Trustee upon such default;

      (f) to cure any ambiguity or correct any inconsistency or otherwise
defective provision contained in this Indenture, so long as such action will not
adversely affect the interests of holders, provided that any such amendment to
cure any ambiguity or correct any inconsistent or otherwise defective provision
contained in this Indenture made solely to conform the provisions of this
Indenture to the description of the Notes in the Offering Memorandum will be
deemed not to adversely affect the interests of holders of the Notes;

      (g) to evidence the acceptance of appointment hereunder by a successor
Trustee with respect to the Notes;

      (h) to increase the Exchange Rate; provided, however, that such increase
in the Exchange Rate shall not adversely affect the interests of the holders of
the Notes (after taking into account tax and other consequences of such
increase);

      (i) to modify, eliminate or add to the provisions of this Indenture to
such extent as shall be necessary to qualify or maintain the qualification of
this Indenture under the Trust Indenture Act, or under any similar federal
statute hereafter enacted;

      (j) make any changes or modifications necessary in connection with the
registration of the Notes under the Securities Act as contemplated in the
Registration Rights Agreement; provided, that such change or modification does
not, in the good faith opinion of the Company's Board of Directors, adversely
affect the interest of the holders of the Notes; or

      (k) make any provision with respect to matters or questions arising under
this Indenture that the Company may deem necessary or desirable and that shall
not be inconsistent with provisions of this Indenture, provided that such change
will not have a material adverse effect on the interests of the Noteholders.


                                       55
<PAGE>
      Upon the written request of the Company, accompanied by (i) a copy of the
resolutions of the Company's Board of Directors certified by its Secretary or
Assistant Secretary; (ii) the related resolutions of the Issuer's Board of
Directors certified by its Secretary or Assistant Secretary; and (iii) the
related resolutions of the board of directors of each Subsidiary Guarantors
authorizing the execution of any supplemental indenture, the Trustee is hereby
authorized to join in the execution of any such supplemental indenture, to make
any further appropriate agreements and stipulations that may be therein
contained and to accept the conveyance, transfer and assignment of any property
thereunder, but the Trustee shall not be obligated to, but may in its
discretion, enter into any supplemental indenture that affects the Trustee's own
rights, duties or immunities under this Indenture or otherwise.

      Notwithstanding any other provision of the Indenture or the Notes, the
Registration Rights Agreement and the obligation to pay Additional Interest
thereunder may be amended, modified or waived in accordance with the provisions
of the Registration Rights Agreement.

      Section 10.02. Supplemental Indenture with Consent of Noteholders. With
the consent (evidenced as provided in Article 8) of the holders of a majority in
aggregate Principal Amount of the Notes at the time outstanding, the Company,
when authorized by the resolutions of the Company's Board of Directors, the
Issuer, when authorized by the resolutions of the Issuer's Board of Directors,
and each Subsidiary Guarantors, when authorized by the resolutions of its board
of directors and the Trustee may, from time to time and at any time, enter into
an indenture or indentures supplemental hereto for the purpose of adding any
provisions to or changing in any manner or eliminating any of the provisions of
this Indenture or any supplemental indenture or of modifying in any manner the
rights of the holders of the Notes; provided that no such supplemental indenture
shall:

      (a) extend the Stated Maturity of any Note;

      (b) reduce the rate or extend the time for payment of Interest thereon;

      (c) reduce the Principal Amount thereof;

      (d) reduce any amount payable on redemption or repurchase thereof;

      (e) modify the redemption provisions of the Indenture in a manner adverse
to the holders of the Notes or affect the obligation of the Company to redeem
any Notes called for redemption on a Redemption Date in a manner adverse to such
holder;

      (f) affect the obligation of the Company to repurchase any Note on a
Company Repurchase Date in a manner adverse to the holders of Notes;

      (g) affect the obligation of the Company to repurchase any Note upon the
happening of a Fundamental Change in a manner adverse to the holders of Notes;

      (h) impair the right of any Noteholder to institute suit for the payment
thereof;

      (i) make the Principal Amount thereof or Interest thereon payable in any
coin or currency other than that provided in the Notes;


                                       56
<PAGE>
      (j) impair the right to exchange the Notes into cash or a combination of
cash and Common Stock, as the case may be, subject to the terms set forth
herein, including Section 14.06, or reduce the amount of cash and/or number of
shares of Common Stock or the amount of other property receivable upon exchange;

      (k) reduce the quorum or voting requirements set forth in Article 9;

      (l) modify any of the provisions of this Section 10.02 or Section 6.07,
except to increase any such percentage or to provide that certain other
provisions of this Indenture cannot be modified or waived without the consent of
the holder of each Note so affected by such change; or

      (m) reduce the aforesaid percentage of aggregate Principal Amount of
Notes, the holders of which are required to consent to any such supplemental
indenture,

without the consent of each holders affected thereby (in addition to the consent
of the holders of a majority in aggregate Principal Amount of the Notes at the
time outstanding).

      Upon the written request of the Company, accompanied by (i) a copy of the
resolutions of the Company's Board of Directors certified by its Secretary or
Assistant Secretary; (ii) related resolutions of the Issuer's Board of Directors
certified by its Secretary or Assistant Secretary; and (iii) the related
resolutions of the board of directors of each Subsidiary Guarantors authorizing
the execution of any such supplemental indenture, and upon the filing with the
Trustee of evidence of the consent of Noteholders as aforesaid, the Trustee
shall join with the Company in the execution of such supplemental indenture
unless such supplemental indenture affects the Trustee's own rights, duties or
immunities under this Indenture or otherwise, in which case the Trustee may in
its discretion, but shall not be obligated to, enter into such supplemental
indenture.

      It shall not be necessary for the consent of the Noteholders under this
Section 10.02 to approve the particular form of any proposed supplemental
indenture, but it shall be sufficient if such consent shall approve the
substance thereof.

      Section 10.03. Effect of Supplemental Indenture. Any supplemental
indenture executed pursuant to the provisions of this Article 10 shall comply
with the Trust Indenture Act, as then in effect, provided that this Section
10.03 shall not require such supplemental indenture or the Trustee to be
qualified under the Trust Indenture Act prior to the time such qualification is
in fact required under the terms of the Trust Indenture Act or the Indenture has
been qualified under the Trust Indenture Act, nor shall it constitute any
admission or acknowledgment by any party to such supplemental indenture that any
such qualification is required prior to the time such qualification is in fact
required under the terms of the Trust Indenture Act or the Indenture has been
qualified under the Trust Indenture Act. Upon the execution of any supplemental
indenture pursuant to the provisions of this Article 10, this Indenture shall be
and be deemed to be modified and amended in accordance therewith and the
respective rights, limitation of rights, obligations, duties and immunities
under this Indenture of the Trustee, the Company, the Issuer, the Subsidiary
Guarantors and the holders of Notes shall thereafter be determined, exercised
and enforced hereunder, subject in all respects to such modifications and
amendments and all the


                                       57
<PAGE>
terms and conditions of any such supplemental indenture shall be and be deemed
to be part of the terms and conditions of this Indenture for any and all
purposes.

      Section 10.04. Notation on Notes. Notes authenticated and delivered after
the execution of any supplemental indenture pursuant to the provisions of this
Article 10 may bear a notation in form approved by the Trustee as to any matter
provided for in such supplemental indenture. If the Company or the Trustee shall
so determine, new Notes so modified as to conform, in the opinion of the Trustee
and the Company's Board of Directors, to any modification of this Indenture
contained in any such supplemental indenture may, at the Company's expense, be
prepared and executed by the Company, authenticated by the Trustee (or an
authenticating agent duly appointed by the Trustee pursuant to Section 16.11)
and delivered in exchange for the Notes then outstanding, upon surrender of such
Notes then outstanding.

      Section 10.05. Evidence of Compliance of Supplemental Indenture to Be
Furnished to Trustee. Prior to entering into any supplemental indenture, the
Trustee shall be provided with an Officers' Certificate and an Opinion of
Counsel as conclusive evidence that any supplemental indenture executed pursuant
hereto complies with the requirements of this Article 10 and is otherwise
authorized or permitted by this Indenture.

                                   ARTICLE 11
                CONSOLIDATION, MERGER, SALE, CONVEYANCE AND LEASE

      Section 11.01. Company, the Issuer and the Subsidiary Guarantors May
Consolidate on Certain Terms. (a) Subject to the provisions of Section 11.02,
neither the Company nor the Issuer shall consolidate with or merge with or into
any other Person or Persons (whether or not affiliated with the Company or the
Issuer), nor shall the Company or the Issuer or their successor or successors be
a party or parties to successive consolidations or mergers, nor shall the
Company or the Issuer sell, convey, transfer or lease, in one transaction or a
series of related transactions, all or substantially all of the assets of the
Company or the Issuer substantially as an entirety, to any other Person (whether
or not affiliated with the Company or the Issuer), unless:

            (i) (x) the Company or the Issuer, as the case may be, is the
      surviving Person or (y) the resulting, surviving or transferee Person, if
      other than the Company or the Issuer, as the case may be, is a
      corporation, limited liability company or partnership organized and
      existing under the laws of the United States of America, any state thereof
      or the District of Columbia and, upon any such consolidation, merger,
      sale, conveyance, transfer or lease, assumes all obligations of the
      Company or the Issuer, as the case may be, under the Notes, this Indenture
      and the Registration Rights Agreement, by supplemental indenture in form
      reasonably satisfactory to the Trustee, and by supplemental agreement;

            (ii) immediately after giving effect to the transaction described
      above, no Default or Event of Default shall have occurred and be
      continuing; and

            (iii) the Company or the Issuer, as the case may be, shall have
      delivered to the Trustee the Officers' Certificate and Opinion of Counsel,
      if any, requested pursuant to Section 11.03.


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<PAGE>
      (b) Subject to the provisions of Section 11.02 and 15.02(b), a Subsidiary
Guarantor shall not consolidate or merge with or into any other Person (whether
or not affiliated with such Subsidiary Guarantor), nor shall any Subsidiary
Guarantor or its successor or successors be a party or parties to successive
consolidations or mergers, nor shall any Subsidiary Guarantor sell, convey,
transfer or lease all or substantially all the assets of such Subsidiary
Guarantor, to any other Person (whether or not affiliated with such Subsidiary
Guarantor), unless:

            (i) (x) the Subsidiary Guarantors is the surviving Person or (y) the
      resulting, surviving or transferee Person is a corporation, limited
      liability company or partnership organized and existing under the laws of
      the United States of America, any state thereof or the District of
      Columbia and, upon any such consolidation, merger, sale, conveyance,
      transfer or lease, expressly assumes, all obligations of such Subsidiary
      Guarantor under this Indenture and, to the extent a party thereto, the
      Registration Rights Agreement by supplemental indenture in form reasonably
      satisfactory to the Trustee, and by supplemental agreement;

            (ii) immediately after giving effect to the transaction described
      above, no Default or Event of Default shall have occurred and be
      continuing; and

            (iii) such Subsidiary Guarantor shall have delivered to the Trustee
      an Officers' Certificate and an Opinion of Counsel, if any, requested
      pursuant to Section 11.03.

      Section 11.02. Successor to Be Substituted. (a) In case of any such
consolidation, merger, sale, conveyance, transfer or lease in which the Company
or the Issuer, as the case may be, is not the surviving Person and upon the
assumption by the successor Person, by supplemental indenture, executed and
delivered to the Trustee and satisfactory in form to the Trustee, of the due and
punctual payment of the Principal Amount of and Interest on all of the Notes and
the due and punctual performance of all of the covenants and conditions of this
Indenture to be performed or satisfied by the Company or the Issuer, as the case
may be, and by supplemental agreement, executed and delivered to the Trustee, of
all of the obligations of the Company or the Issuer, as the case may be, under
the Registration Rights Agreement, such successor Person shall succeed to and be
substituted for the Company or the Issuer, as the case may be, with the same
effect as if it had been named herein as the party of this first part. Such
successor Person thereupon may cause to be signed, and may issue either in its
own name or in the name of CSK Auto, Inc. any or all of the Notes, issuable
hereunder that theretofore shall not have been signed by the Company and
delivered to the Trustee; and, upon the order of such successor Person instead
of the Company and subject to all the terms, conditions and limitations in this
Indenture prescribed, the Trustee shall authenticate and shall deliver, or cause
to be authenticated and delivered, any Notes that previously shall have been
signed and delivered by the officers of the Company to the Trustee for
authentication, and any Notes that such successor Person thereafter shall cause
to be signed and delivered to the Trustee for that purpose. All the Notes so
issued shall in all respects have the same legal rank and benefit under this
Indenture as the Notes theretofore or thereafter issued in accordance with the
terms of this Indenture as though all of such Notes had been issued at the date
of the execution hereof. In the event of any such consolidation, merger, sale,
conveyance, transfer or lease, the Person named as the "COMPANY" or "ISSUER", as
the case may be, in the first paragraph of this Indenture or any successor that
shall thereafter have become such in the manner prescribed in this Article 11
may


                                       59
<PAGE>
be dissolved, wound up and liquidated at any time thereafter and such Person
shall be released from its liabilities as obligor and maker of the Notes and
from its obligations under this Indenture.

      (b) In case of any such consolidation, merger, sale, conveyance, transfer
or lease in which a Subsidiary Guarantor is not the surviving Person and upon
the assumption by the successor Person, by supplemental indenture, executed and
delivered to the Trustee and satisfactory in form to the Trustee, of the due and
punctual performance and observance of all of the covenants and conditions of
this Indenture to be performed or satisfied by such Subsidiary Guarantor and by
supplemental agreement, executed and delivered to the Trustee, of all of the
obligations of such Subsidiary Guarantor under the Registration Rights Agreement
to the extent a party thereto, such successor Person shall succeed to and be
substituted for such Subsidiary Guarantor, with the same effect as if it had
been named herein as a Subsidiary Guarantor as of the date of this Indenture.
Such successor Person thereupon may cause to be signed, and may issue either in
its own name or in the name of such Subsidiary Guarantor the Subsidiary
Guarantee of such Subsidiary Guarantor, issuable hereunder that theretofore
shall not have been signed by such Subsidiary Guarantor and delivered to the
Trustee. All the Subsidiary Guarantees of the Subsidiary Guarantors so issued
shall in all respects have the same legal rank and benefit under this Indenture
as the Subsidiary Guarantee of the Subsidiary Guarantors theretofore or
thereafter issued in accordance with the terms of this Indenture as though all
of such Subsidiary Guarantees had been issued at the date of the execution
hereof. In the event of any such consolidation, merger, sale, conveyance or
transfer (but not in the case of a lease), the applicable Person named as a
"SUBSIDIARY GUARANTOR" in this Indenture or any supplemental indenture hereto or
any successor that shall thereafter have become such in the manner prescribed in
this Article 11 may be dissolved, wound up and liquidated at any time thereafter
and such Person shall be released from its liabilities as obligor and maker of
its Subsidiary Guarantee and from its obligations under this Indenture and its
Subsidiary Guarantee.

      In case of any such consolidation, merger, sale, conveyance, transfer or
lease, such changes in phraseology and form (but not in substance) may be made
in the Notes thereafter to be issued as may be appropriate.

      Section 11.03. Opinion of Counsel to Be Given Trustee. The Trustee shall
receive an Officers' Certificate and an Opinion of Counsel as conclusive
evidence that any such consolidation, merger, sale, conveyance, transfer or
lease and any such assumption complies with the provisions of this Article 11.

                                   ARTICLE 12
                     SATISFACTION AND DISCHARGE OF INDENTURE

      Section 12.01. Discharge of Indenture. When (a) the Company shall deliver
to the Trustee for cancellation all Notes theretofore authenticated (other than
any Notes that have been destroyed, lost or stolen and in lieu of or in
substitution for which other Notes shall have been authenticated and delivered)
and not theretofore canceled, or (b) all the Notes not theretofore canceled or
delivered to the Trustee for cancellation shall have become due and payable and
the Company shall deposit with the Paying Agent (or, if the Company or the
Issuer is acting as Paying Agent, set aside, segregate and hold in trust as
provided in Section 4.04), in trust, funds


                                       60
<PAGE>
sufficient to pay all amounts due and owing on Notes (other than any Notes that
shall have been mutilated, destroyed, lost or stolen and in lieu of or in
substitution for which other Notes shall have been authenticated and delivered)
not theretofore canceled or delivered to the Trustee for cancellation, and if in
either case the Company shall also pay or cause to be paid all other sums
payable hereunder by the Company, then this Indenture shall cease to be of
further effect (except as to (i) remaining rights of registration of transfer,
substitution and exchange and conversion of Notes, (ii) rights hereunder of
Noteholders to receive payments of Principal Amount of and Interest on the Notes
and the other rights, duties and obligations of Noteholders, as beneficiaries
hereof with respect to the amounts, if any, so deposited with the Trustee and
(iii) the rights and immunities of the Trustee hereunder, including those
pursuant to Section 7.06), and the Trustee, on written demand of the Company
accompanied by an Officers' Certificate and an Opinion of Counsel as required by
Section 16.05 and at the cost and expense of the Company, shall execute proper
instruments acknowledging satisfaction of and discharging this Indenture; the
Company, however, hereby agrees to reimburse the Trustee for any costs or
expenses thereafter reasonably and properly incurred by the Trustee and to
compensate the Trustee for any services thereafter reasonably and properly
rendered by the Trustee in connection with this Indenture or the Notes.

      Section 12.02. Paying Agent to Repay Monies Held. Upon the satisfaction
and discharge of this Indenture, all monies then held by any Paying Agent of the
Notes (other than the Trustee) shall, upon written request of the Company, be
repaid to it or paid to the Trustee, and thereupon such Paying Agent shall be
released from all further liability with respect to such monies.

      Section 12.03. Return of Unclaimed Monies. Subject to the requirements of
applicable law, any monies deposited with or paid to the Trustee for payment of
the Principal Amount of or Interest on Notes and not applied but remaining
unclaimed by the holders of Notes for two years after the date upon which the
Principal Amount of or Interest on such Notes, as the case may be, shall have
become due and payable, shall be repaid to the Company by the Trustee on written
demand and all liability of the Trustee shall thereupon cease with respect to
such monies; and the holder of any of the Notes shall thereafter look only to
the Company for any payment that such holder may be entitled to collect unless
an applicable abandoned property law designates another Person.

                                   ARTICLE 13
         IMMUNITY OF INCORPORATORS, STOCKHOLDERS, OFFICERS AND DIRECTORS

      Section 13.01. Indenture and Notes Solely Corporate Obligations. No
recourse for the payment of the Principal Amount of or Interest on any Note, or
for any claim based thereon or otherwise in respect thereof, and no recourse
under or upon any obligation, covenant or agreement of the Company, the Issuer
or the Subsidiary Guarantors in this Indenture or in any supplemental indenture
or in any Note, or of the Issuer and the Subsidiary Guarantors under the
Guarantees or because of the creation of any indebtedness represented thereby,
shall be had against any incorporator, stockholder, employee, agent, officer,
director or subsidiary, as such, past, present or future, of the Company, the
Issuer or the Subsidiary Guarantors or of any successor corporation, either
directly or through the Company, the Issuer or the Subsidiary Guarantors or any
successor corporation, whether by virtue of any constitution, statute or rule of
law, or by the enforcement of any assessment or penalty or otherwise; it being
expressly


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<PAGE>
understood that all such liability is hereby expressly waived and released as a
condition of, and as a consideration for, the execution of this Indenture and
the issue of the Notes.

                                   ARTICLE 14
                                EXCHANGE OF NOTES

      Section 14.01. Right to Exchange. (a) Subject to and upon compliance with
the provisions of this Indenture, at any time prior to 5:00 p.m., New York City
time, on the Trading Day immediately preceding the Stated Maturity, the holder
of any Note shall have the right, at such holder's option, to exchange each
$1,000 Principal Amount of the Notes, and integral multiples thereof, into cash
or a combination of cash and fully paid and non-assessable shares of Common
Stock (as such shares shall then be constituted) at the Exchange Rate in effect
at such time, subject to Section 14.01(d), by surrender of the Note so to be
exchanged in whole or in part, together with any required funds, under the
circumstances described in this Section 14.01 and in the manner provided in
Section 14.02. The Notes shall be exchangeable only during the following periods
upon the occurrence of one of the following events:

            (i) during any fiscal quarter (and only during such fiscal quarter)
      commencing after July 31, 2005, if the Last Reported Sale Price of the
      Common Stock for at least 20 Trading Days during the period of 30
      consecutive Trading Days ending on the last Trading Day of the preceding
      fiscal quarter is greater than or equal to 130% of the applicable Exchange
      Price on such last Trading Day;

            (ii) in the event that the Company calls any or all of the Notes for
      redemption, at any time prior to 5:00 p.m., New York City time, on the
      second Trading Day immediately preceding the Redemption Date at which time
      the right to exchange such Notes will expire, unless the Company fails to
      pay the Redemption Price; provided that only those Notes that are called
      for redemption may be exchanged following such an event; or

            (iii) as provided in Section (b) of this Section 14.01.

      (b) In addition, if:

            (i) (A) the Issuer distributes to all or substantially all holders
      of Common Stock rights or warrants entitling them to subscribe for or
      purchase (for a period expiring within 45 calendar days of the date of the
      distribution) shares of Common Stock at less than the Last Reported Sale
      Price of the Common Stock on the Trading Day immediately preceding the
      declaration date of the distribution, or (B) the Issuer distributes to all
      or substantially all holders of Common Stock, assets, debt securities or
      rights to purchase securities of the Issuer, which distribution has a per
      share value as determined by the Company's Board of Directors and set
      forth in a Company Board Resolution exceeding 15% of the Last Reported
      Sale Price of the Common Stock on the Trading Day immediately preceding
      the declaration date for such distribution, then, in either case, the
      Notes may be surrendered for exchange at any time on and after the date
      that the Issuer gives notice to the holders of such distribution, which
      shall be not less than 20 Business Days prior to the Ex-Dividend Date for
      such distribution, until the earlier of 5:00 p.m.,


                                       62
<PAGE>
      New York City time, on the Business Day immediately preceding, but not
      including, the Ex-Dividend Date or the date the Issuer publicly announces
      that such distribution will not take place; provided that no holder may
      exchange Notes in accordance with this Section 14.01(b)(i) if the holder
      will otherwise participate in such distribution without exchange as a
      result of holding the Notes;

            (ii) the Issuer consolidates with or merges with or into another
      Person, is a party to a binding share exchange or conveys, transfers,
      sells, leases or otherwise disposes of all or substantially all of its
      assets, in each case pursuant to which the Common Stock would be converted
      into (A) cash or property other than securities, or (B) cash, securities
      or other property, provided that in the case of clause (B), such
      transaction also constitutes a Fundamental Change, then the Notes may be
      surrendered for exchange at any time beginning 25 calendar days prior to
      the anticipated effective date of the transaction until and including the
      date which is 25 calendar days after the actual effective date of the
      transaction (or if such consolidation, merger, share exchange or transfer
      also constitutes a Fundamental Change, until the Fundamental Change
      Repurchase Date corresponding to such Fundamental Change). The Company's
      Board of Directors shall determine the anticipated Effective Date of the
      transaction, and such determination shall be conclusive and binding on the
      holders and shall be publicly announced by the Company by publication on
      its Web site or through such other public medium as it may use at that
      time not later than two Business Days prior to such 25th calendar day;

            (iii) a Fundamental Change of the type described in clause (i) of
      the definition of Fundamental Change occurs, holders may surrender Notes
      for exchange at any time beginning on the actual Effective Date of such
      Fundamental Change until and including the date which is 30 calendar days
      after the Effective Date of such transaction or if, later, until the
      Fundamental Change Repurchase Date corresponding to such Fundamental
      Change.

      (c) Whenever the Notes shall become exchangeable pursuant to this Section
14.01, the Company or, at the Company's request, and after the Company has
prepared and delivered such notice to the Trustee, the Trustee in the name and
at the expense of the Company, shall notify the holders of the event triggering
such exchangeability in the manner provided in Section 16.03, and the Company
shall also publicly announce such information by publication on the Company's
Web site or through such other public medium as it may use at such time. Any
notice so given shall be conclusively presumed to have been duly given, whether
or not the holder receives such notice.

      The Company or its designated agent shall determine on a daily basis
during the last 20 Trading Days of each fiscal quarter (until such day, if any,
as the Notes are determined to be exchangeable) whether the Notes shall be
exchangeable as a result of the occurrence of an event specified in Section
14.01(a)(i) and, if the Notes shall be so exchangeable, the Company shall
promptly deliver to the Exchange Agent written notice thereof.

      (d) A Note in respect of which a holder is electing to exercise its option
to require repurchase upon a Fundamental Change pursuant to Section 3.04 or
repurchase pursuant to


                                       63
<PAGE>
Section 3.05 may be exchanged only if such holder withdraws its election in
accordance with Section 3.06(d). A holder of Notes is not entitled to any rights
of a holder of Common Stock until such holder has exchanged his Notes into
Common Stock, and only to the extent such Notes are deemed to have been
exchanged to Common Stock under this Article 14.

      (e) If a Noteholder elects to exchange its notes in connection with a
specified corporate transaction pursuant to Section 14.01(b) that occurs prior
to August 15, 2010, and the corporate transaction also constitutes a Fundamental
Change as described in clause (i) or (ii) of the definition thereof, subject to
Section 14.07, the Exchange Rate shall be increased by an additional number of
shares of Common Stock (the "ADDITIONAL SHARES") as described below, provided
that if the Stock Price is greater than $60.00 or less than $17.76 (subject in
each case to adjustment as described below), the number of Additional Shares
shall be zero. Notwithstanding the foregoing, in no event will the Exchange Rate
be increased pursuant to this Section 14.01(e) to a rate that would exceed
56.3063 shares, subject to adjustments in the same manner as the Exchange Rate
as set forth in Section 14.05 per $1,000 Principal Amount of Notes.

      The number of Additional Shares will be determined by reference to the
table attached as Schedule A hereto, based on the actual effective date of such
corporate transaction (the "EFFECTIVE DATE") and the Stock Price with respect to
such corporate transaction; provided that if the Stock Price is between two
Stock Price amounts in the table or the Effective Date is between two Effective
Dates in the table, the number of Additional Shares will be determined by a
straight-line interpolation between the number of Additional Shares set forth
for the higher and lower Stock Price amounts and the two dates, as applicable,
based on a 365-day year.

      The Stock Prices set forth in the first row of the table in Schedule A
hereto and set forth in the first paragraph of this Section 14.01(e) will be
adjusted as of any date on which the Exchange Rate of the Notes is adjusted
pursuant to Section 14.05. The adjusted Stock Prices will equal the Stock Prices
applicable immediately prior to such adjustment, multiplied by a fraction, the
numerator of which is the Exchange Rate immediately prior to such adjustment and
the denominator of which is the Exchange Rate as so adjusted. The number of
Additional Shares will be adjusted in the same manner as the Exchange Rate as
set forth in Section 14.05.

      Any exchange of Notes occurring at a time when the Notes would be
exchangeable in light of the expected or actual occurrence of a Fundamental
Change will be deemed to have occurred in connection with such Fundamental
Change notwithstanding the fact that a Note may then be exchangeable because
another condition to exchange has been satisfied.

      Section 14.02. Exercise of Exchange Right; Issuance of Common Stock on
Exchange; No Adjustment for Interest or Dividends. In order to exercise the
exchange right with respect to any Note in certificated form, the Company must
receive at the office or agency of the Company maintained for that purpose or,
at the option of such holder, the Corporate Trust Office, such Note with the
original or facsimile of the form entitled "FORM OF EXCHANGE NOTICE" on the
reverse thereof, which is irrevocable, duly completed and manually signed,
together with such Notes duly endorsed for transfer. Such notice shall also
state the name or names (with address or addresses) in which the certificate or
certificates for shares of Common Stock which shall be issuable on such exchange
shall be issued, and to whom the cash payable on such exchange shall be
delivered, and shall be accompanied by transfer or similar taxes, if required
pursuant to


                                       64
<PAGE>
Section 14.08, and funds equal to the Interest payable on the next Interest
Payment Date to which such holder of the Note is not entitled, if required
pursuant to this Section 14.02.

      In order to exercise the exchange right with respect to any interest in a
Global Note, the beneficial holder must complete, or cause to be completed, the
appropriate instruction form for exchange pursuant to the Depositary's
book-entry exchange program, deliver, or cause to be delivered, by book-entry
delivery an interest in such Global Note, furnish appropriate endorsements and
transfer documents if required by the Company or the Trustee or Exchange Agent,
and pay the funds, if any, required by this Section 14.02 and any transfer taxes
if required pursuant to Section 14.08.

      The Company will deliver the Settlement Amount to exchanging holders on
the second Business Day immediately following the last day of the Cash
Settlement Averaging Period, or in the case of an optional redemption pursuant
to Section 3.02, the Redemption Date. Subject to compliance with any
restrictions on transfer if shares issuable on exchange are to be issued in a
name other than that of the Noteholder (as if such transfer were a transfer of
the Note or Notes (or portion thereof) so exchanged), the Company shall issue
and shall deliver through the Exchange Agent to such Noteholder at the office or
agency maintained by the Company for such purpose pursuant to Section 4.02, a
check or cash in respect of the lesser of the aggregate Principal Amount of
Notes being exchanged and the Exchange Value in respect of such Notes,
calculated by the Company as provided in Section 14.03 and a certificate or
certificates for the number of full shares of Common Stock, if any, issuable
upon the exchange of such Note or Notes (or portion thereof) so exchanged as
determined by the Company as provided in Section 14.03, or if the Common Stock
is eligible for transfer through The Depository Trust Company, the Company shall
make a book-entry transfer of such number of shares of Common Stock through The
Depository Trust Company, and a check or cash in respect of any fractional
interest in respect of any share of Common Stock arising upon such exchange. In
case any Note of a denomination greater than $1,000 shall be surrendered for
partial exchange, and subject to Section 2.03, the Company shall execute and the
Trustee shall authenticate and deliver to the holder of the Note so surrendered,
without charge to him, a new Note or Notes in authorized denominations in an
aggregate Principal Amount equal to the unexchanged portion of the surrendered
Note.

      Each exchange shall be deemed to have been effected as to any such Note
(or portion thereof) on the date on which the requirements set forth above in
this Section 14.02 have been satisfied as to such Note (or portion thereof)
(such date, the "EXCHANGE DATE"), and the Person in whose name any certificate
or certificates for shares of Common Stock shall be issuable upon such exchange
shall be deemed to have become on said date the holder of record of the shares
represented thereby; provided that any such surrender on any date when the stock
transfer books of the Company shall be closed shall constitute the Person in
whose name the certificates are to be issued as the record holder thereof for
all purposes on the next succeeding day on which such stock transfer books are
open, but such exchange shall be at the Exchange Rate in effect on the date upon
which such Note shall be surrendered.

      Any Note or portion thereof surrendered for exchange during the period
from 5:00 p.m., New York City time, on any Regular Record Date to 9:00 a.m., New
York City time, on the corresponding Interest Payment Date shall be accompanied
by payment, in immediately


                                       65
<PAGE>
available funds or other funds acceptable to the Company, of an amount equal to
the Interest otherwise payable on such Interest Payment Date on the Principal
Amount being exchanged; provided that no such payment need be made (1) if the
Company has specified a Redemption Date that is after a Regular Record Date and
on or prior to the corresponding Interest Payment Date, (2) if the Company has
specified a Fundamental Change Repurchase Date that is after a Regular Record
Date and on or prior to the corresponding Interest Payment Date or (3) to the
extent of any overdue Interest, if any overdue Interest exists at the time of
exchange with respect to such Note. Except as provided above in this Section
14.02, no payment or other adjustment shall be made for Interest accrued on any
Note exchanged or for dividends on any shares issued upon the exchange of such
Note as provided in this Article 14.

      Upon the exchange of an interest in a Global Note, the Exchange Agent, or
the Custodian at the direction of the Exchange Agent, shall make a notation on
such Global Note as to the reduction in the Principal Amount represented
thereby. The Company shall notify the Trustee in writing of any exchanges of
Notes effected through any Exchange Agent other than the Trustee.

      Upon the exchange of a Note, that portion of the accrued but unpaid
Interest with respect to the exchanged Note shall not be cancelled, extinguished
or forfeited, but rather shall be deemed to be paid in full to the holder
thereof through delivery of cash or a combination of cash and the Common Stock,
as the case may be (together with the cash payment in lieu of fractional shares,
if any) in exchange for the Note being exchanged pursuant to the provisions
hereof; and cash or a combination of cash and shares of Common Stock, as the
case may be (together with any such cash payment in lieu of fractional shares)
shall be treated as issued, to the extent thereof, first in exchange for and in
satisfaction of the Company's obligation to pay the Principal Amount of the
exchanged Note and the accrued but unpaid Interest, and the balance, if any, of
such fair market value of such Common Stock (and any such cash payment) shall be
treated as issued in exchange for and in satisfaction of the right to exchange
the Note being exchanged pursuant to the provisions hereof.

      Section 14.03. Payment Upon Exchange; Cash Payments in Lieu of Fractional
Shares. (a) Upon receipt of a notice of exchange, the Company will deliver to
holders in respect of each $1,000 Principal Amount of Notes being exchanged a
settlement amount (the "SETTLEMENT AMOUNT") consisting of (i) cash equal to the
lesser of $1,000 and the Exchange Value and (ii) to the extent the Exchange
Value exceeds $1,000, a number of shares equal to the sum of, for each day of
the 20 Trading Day Cash Settlement Averaging Period, (A) 5% of the difference
between the Exchange Value and $1,000, divided by (B) the Last Reported Sale
Price of the Common Stock for such day.

      (b) If more than one Note shall be surrendered for exchange at one time by
the same holder, the number of full shares that shall be issuable upon exchange,
if any, shall be computed on the basis of the aggregate principal amount of
Notes so surrendered. No fractional shares of Common Stock shall be issued upon
exchange of Notes. If any fractional share of Common Stock would be issuable
upon the exchange of any Note or Notes, the Company shall make an adjustment and
payment therefor in cash to the holder of Notes at a price equal to the average
of the Last Reported Sale Price of the Common Stock over the Cash Settlement
Averaging Period.


                                       66
<PAGE>
      (c) Until such time as the Issuer shall have increased its authorized
capital stock and reserved such capital stock pursuant to Section 14.09 to
provide for exchange of the Notes from time to time, the Issuer shall not be
required to issue in excess of 3,500,000 shares of Common Stock upon exchange of
the Notes; provided, that this limitation shall not affect the Company's
obligation to deliver cash upon the exchange of the Notes as provided in this
Section 14.03.

      Section 14.04. Exchange Rate. Each $1,000 Principal Amount of the Notes
shall be exchangeable into the number of shares of Common Stock specified in the
form of Note (herein called the "EXCHANGE RATE") attached as Exhibit A hereto
(initially 43.3125 shares), subject to adjustment as provided in this Article
14.

      Section 14.05. Adjustment of Exchange Rate. The Exchange Rate shall be
adjusted from time to time by the Company as follows:

      (a) If the Issuer issues shares of Common Stock as a dividend or
distribution on shares of the Common Stock, or effects a share split or share
combination, the Exchange Rate will be adjusted based on the following formula:

                                      ER(0)
                                 ER'= ----- X OS'
                                      OS(0)

   where,

      ER(0) = the Exchange Rate in effect immediately prior to such event

      ER'   = the Exchange Rate in effect immediately after such event

      OS(0) = the number of shares of Common Stock outstanding immediately prior
              to such event

      OS'   = the number of shares of Common Stock outstanding immediately
              after such event.

Such adjustment shall become effective immediately after 9:00 a.m., New York
City time, on the Business Day following the date fixed for such determination.
If any dividend or distribution of the type described in this Section 15.05(a)
is declared but not so paid or made, the Exchange Rate shall again be adjusted
to the Exchange Rate that would then be in effect if such dividend or
distribution had not been declared.

      (b) If the Issuer issues to all or substantially all holders of its Common
Stock any rights or warrants entitling such holders for a period of not more
than 45 calendar days to subscribe for or purchase shares of Common Stock, at a
price per share less than the Last Reported Sale Price of Common Stock on the
Business Day immediately preceding the date of announcement of such issuance,
the Exchange Rate will be adjusted based on the following formula:

                                            OS(0) + X
                                ER'=ER(0) x ---------
                                            OS(0) + Y


                                       67
<PAGE>
   where,

      ER(0) = the Exchange Rate in effect immediately prior to such event

      ER'   = the Exchange Rate in effect immediately after such event

      OS(0) = the number of shares of Common Stock outstanding immediately prior
              to such event

      X     = the total number of shares of Common Stock issuable pursuant to
              such rights or warrants

      Y     = the number of shares of Common Stock equal to the aggregate price
              payable to exercise such rights divided by the average of the Last
              Reported Sale Prices of Common Stock over the ten consecutive
              Trading Day period ending on the Business Day immediately
              preceding the Stock Record Date for the issuance of such rights or
              warrants.

Such adjustment shall be successively made whenever any such rights or warrants
are issued and shall become effective immediately after 9:00 a.m., New York City
time, on the Business Day following the date fixed for such determination. To
the extent that shares of Common Stock are not delivered prior to the expiration
of such rights or warrants, the Exchange Rate shall be readjusted to the
Exchange Rate that would then be in effect had the adjustments made upon the
issuance of such rights or warrants been made on the basis of delivery of only
the number of shares of Common Stock actually delivered. If such rights or
warrants are not so issued, the Exchange Rate shall again be adjusted to be the
Exchange Rate that would then be in effect if such date fixed for the
determination of stockholders entitled to receive such rights or warrants had
not been fixed.

      In determining whether any rights or warrants entitle the holders to
subscribe for or purchase shares of Common Stock at less than such Last Reported
Sale Price, and in determining the aggregate offering price of such shares of
Common Stock, there shall be taken into account any consideration received by
the Issuer for such rights or warrants and any amount payable on exercise or
conversion thereof, the value of such consideration, if other than cash, to be
determined by the Company's Board of Directors.

      (c) If the Issuer distributes shares of its capital stock, evidences of
its indebtedness or other assets or property of the Issuer to all or
substantially all holders of the Common Stock, excluding:

            (i) dividends or distributions and rights or warrants referred to in
      clause (a) or (b) above; and

            (ii) dividends or distributions paid exclusively in cash;

then the Exchange Rate will be adjusted based on the following formula:


                                       68
<PAGE>
                                            SP(0)
                             ER'=ER(0) x -----------
                                         SP(0) - FMV

   where,

      ER(0) = the Exchange Rate in effect immediately prior to such distribution

      ER'   = the Exchange Rate in effect immediately after such distribution

      SP(0) = the average of the Last Reported Sale Prices of the Common Stock
              over the ten consecutive Trading Day period ending on the Business
              Day immediately preceding the ex-date for such distribution

      FMV   = the fair market value (as determined by the Company's Board of
               Directors) of the shares of capital stock, evidences of
               indebtedness, assets or property distributed with respect to each
               outstanding share of Common Stock on the Stock Record Date for
               such distribution.

Such adjustment shall become effective immediately prior to 9:00 a.m., New York
City time, on the Business Day following the date fixed for the determination of
stockholders entitled to receive such distribution.

With respect to an adjustment pursuant to this clause (c) where there has been a
payment of a dividend or other distribution on the Common Stock or shares of
capital stock of any class or series, or similar equity interest, of or relating
to a subsidiary or other business unit (a "SPIN-OFF") the Exchange Rate in
effect immediately before 5:00 p.m., New York City time, on the Stock Record
Date fixed for determination of stockholders entitled to receive the
distribution will be increased based on the following formula:

                                         FMV(0) + MP(0)
                             ER'=ER(0) x --------------
                                              MP(0)


   where,

      ER(0)  = the Exchange Rate in effect immediately prior to such
               distribution

      ER'    = the Exchange Rate in effect immediately after such distribution

      FMV(0) = the average of the Last Reported Sale Prices of the capital stock
               or similar equity interest distributed to holders of Common Stock
               applicable to one share of Common Stock over the first ten
               consecutive Trading Day period after the effective date of the
               Spin-Off


                                       69
<PAGE>
      MP(0)  = the average of the Last Reported Sale Prices of Common Stock over
               the first ten consecutive Trading Day period after the effective
               date of the Spin-Off.

   Such adjustment shall occur on the tenth Trading Day from, and including,
   the effective date of the Spin-Off.

      (d) If the Issuer makes any cash dividend or distribution during any of
the Issuer's quarterly fiscal period to all or substantially all holders of
Common Stock, the Exchange Rate will be adjusted based on the following formula:

                                            SP(0)
                              ER'=ER(0) x ---------
                                          SP(0) - C


   where,

         ER(0) = the Exchange Rate in effect immediately prior to the Stock
                 Record Date for such dividend or distribution

         ER'   = the Exchange Rate in effect immediately after the Stock Record
                 Date for such dividend or distribution

         SP(0) = the average of the Last Reported Sale Prices of the Common
                 Stock over the ten consecutive Trading Day period ending on the
                 Business Day immediately preceding the ex-date for such
                 dividend or distribution

         C     = the amount in cash per share the Issuer dividends or
                 distributes to holders of Common Stock.

   Such adjustment shall become effective immediately after 5:00 p.m., New
   York City time, on the date for such determination.

      (e) If the Issuer or any of its subsidiaries purchases shares of Common
Stock pursuant to a tender or exchange offer which involves an aggregate per
share consideration that exceeds the Last Reported Sale Price of the Common
Stock on the Trading Day next succeeding the last date on which tenders or
exchanges may be made pursuant to such tender or exchange offer (such last date,
the "EXPIRATION TIME"), the Exchange Rate will be adjusted based on the
following formula:

                                       AC + (SP'xOS')
                           ER'=ER(0) x --------------
                                         OS(0) x SP'

   where,


                                       70
<PAGE>
      ER(0) = the Exchange Rate in effect on the date such tender or exchange
              offer expires

      ER'   = the Exchange Rate in effect on the day next succeeding the date
              such tender or exchange offer expires

      AC    = the aggregate value of all cash and any other consideration (as
              determined by the Company's Board of Directors) paid or payable
              for shares purchased in such tender or exchange offer

      OS(0) = the number of shares of Common Stock outstanding immediately prior
              to the date such tender or exchange offer expires

      OS'   = the number of shares of Common Stock outstanding immediately after
              the date such tender or exchange offer expires

      SP'   = the average of the Last Reported Sale Prices of Common Stock over
              the ten consecutive Trading Day period commencing on the Trading
              Day next succeeding the date such tender or exchange offer
              expires.

If the Issuer is obligated to purchase shares pursuant to any such tender or
exchange offer, but the Issuer is permanently prevented by applicable law from
effecting any such purchases or all such purchases are rescinded, the Exchange
Rate shall again be adjusted to be the Exchange Rate that would then be in
effect if such tender or exchange offer had not been made.

If, however, the application of the foregoing formula would result in a decrease
in the Exchange Rate, no adjustment to the Exchange Rate will be made.

      (f) Notwithstanding the foregoing provisions of this Section 14.05, no
adjustment shall be made thereunder, nor shall an adjustment be made to the
ability of a holder of a Note to exchange, for any distribution described
therein if the holder will otherwise participate in the distribution without
exchange of such holder's Notes.

      (g) The Company may (but is not required to) make such increases in the
Exchange Rate, in addition to those required by clauses (a) through (e) of this
Section 14.05 as the Company's Board of Directors considers to be advisable to
avoid or diminish any income tax to holders of Common Stock or rights to
purchase Common Stock in connection with a dividend or distribution of shares
(or rights to acquire shares) or any similar event treated as such for income
tax purposes.

      To the extent permitted by applicable law, the Company from time to time
may increase the Exchange Rate by any amount for any period of at least 20 days
if the Company's Board of Directors shall have made a determination that such
increase would be in the best interests of the Company, which determination
shall be conclusive.

      (h) All calculations under this Article 14 shall be made by the Company
and shall be made to the nearest cent or to the nearest one-ten thousandth
(1/10,000) of a share, as the case


                                       71
<PAGE>
may be. The Company will not be required to make an adjustment in the Exchange
Rate unless the adjustment would require a change of at least 1% in the Exchange
Rate. However, the Company will carry forward any adjustments that are less than
1% of the Exchange Rate and make such carried forward adjustments, regardless of
whether aggregate adjustment is less than 1% within one year of the first such
adjustment carried forward, upon redemption, upon a Fundamental Change or upon
the Stated Maturity.

      To the extent the Notes become exchangeable into cash, assets or property
(other than capital stock of the Issuer or securities to which Section 14.06 or
14.07 applies), no adjustment shall be made thereafter pursuant to this Section
14.05 as to the cash, assets or property.

      (i) Whenever the Exchange Rate is adjusted as herein provided, the Company
shall promptly file with the Trustee and any Exchange Agent other than the
Trustee an Officers' Certificate setting forth the Exchange Rate after such
adjustment and setting forth a brief statement of the facts requiring such
adjustment. Unless and until a Responsible Officer of the Trustee shall have
received such Officers' Certificate, the Trustee shall not be deemed to have
knowledge of any adjustment of the Exchange Rate and may assume that the last
Exchange Rate of which it has knowledge is still in effect. Promptly after
delivery of such certificate, the Company shall prepare a notice of such
adjustment of the Exchange Rate setting forth the adjusted Exchange Rate and the
date on which each adjustment becomes effective.

      The Company or, at the Company's request after the Company has prepared
and delivered such notice to the Trustee, the Trustee in the name and at the
expense of the Company, shall notify the holders of the adjustment to the
Exchange Rate in the manner provided in Section 16.03, and the Company shall
also publicly announce such information by publication on the Company's Web site
or through such other public medium as it may use at such time. Any notice so
given shall be conclusively presumed to have been duly given, whether or not the
holder receives such notice. Failure to deliver such notice shall not affect the
legality or validity of any such adjustment.

      (j) In any case in which this Section 14.05 provides that an adjustment
shall become effective immediately after (1) a record date or Stock Record Date
for an event, (2) the date fixed for the determination of stockholders entitled
to receive a dividend or distribution pursuant to Section 14.05(a), (3) a date
fixed for the determination of stockholders entitled to receive rights or
warrants pursuant to Section 14.05(b) or (4) the Expiration Time for any tender
or exchange offer pursuant to Section 14.05(e), (each a "DETERMINATION DATE"),
the Company may elect to defer until the occurrence of the applicable Adjustment
Event (as hereinafter defined) (x) issuing to the holder of any Note exchanged
after such Determination Date and before the occurrence of such Adjustment
Event, the additional shares of Common Stock or other securities issuable upon
such exchange by reason of the adjustment required by such Adjustment Event over
and above the Common Stock issuable upon such exchange before giving effect to
such adjustment and (y) paying to such holder any amount in cash in lieu of any
fraction pursuant to Section 14.03. For purposes of this Section 14.05(j), the
term "ADJUSTMENT EVENT" shall mean:

            (i) in any case referred to in clause (1) hereof, the occurrence of
      such event,


                                       72
<PAGE>
            (ii) in any case referred to in clause (2) hereof, the date any such
      dividend or distribution is paid or made,

            (iii) in any case referred to in clause (3) hereof, the date of
      expiration of such rights or warrants, and

            (iv) in any case referred to in clause (4) hereof, the date a sale
      or exchange of Common Stock pursuant to such tender or exchange offer is
      consummated and becomes irrevocable.

      (k) For purposes of this Section 14.05, the number of shares of Common
Stock at any time outstanding shall not include shares held in the treasury of
the Issuer but shall include shares issuable in respect of scrip certificates
issued in lieu of fractions of shares of Common Stock. The Issuer will not pay
any dividend or make any distribution on shares of Common Stock held in the
treasury of the Issuer. The Issuer shall not issue any such rights, options or
warrants in respect of shares of Common Stock held in treasury by the Issuer.

      Section 14.06. Effect of Reclassification, Consolidation, Merger or Sale.
If any of the following events occur (i) any reclassification or change of the
outstanding shares of Common Stock (other than a subdivision or combination to
which Section 14.05(c) applies), (ii) any consolidation, merger, binding share
exchange or combination of the Issuer with another Person as a result of which
holders of Common Stock shall be entitled to receive cash, securities or other
property with respect to or in exchange for such Common Stock, or (iii) any
sale, lease, conveyance or other transfer of all or substantially all of the
properties and assets of the Issuer to any other Person as a result of which
holders of Common Stock shall be entitled to receive cash, securities or other
property with respect to or in exchange for such Common Stock, then the Issuer
and the Company or the successor or purchasing Person, as the case may be, shall
execute with the Trustee a supplemental indenture (which shall comply with the
Trust Indenture Act as in force at the date of execution of such supplemental
indenture) providing that each Note shall be exchangeable into the kind and
amount of cash, securities or other property (and in the same proportion)
receivable (the "APPLICABLE CONSIDERATION") upon such reclassification, change,
consolidation, merger, binding share exchange, combination, sale or conveyance
by a holder of a number of shares of Common Stock issuable upon exchange of such
Notes (assuming, for such purposes, a sufficient number of authorized shares of
Common Stock are available to exchange all such Notes) immediately prior to such
reclassification, change, consolidation, merger, binding share exchange,
combination, sale or conveyance assuming such holder of Common Stock did not
exercise his rights of election, if any, as to the kind or amount of cash,
securities or other property receivable upon such reclassification, change,
consolidation, merger, binding share exchange, combination, sale or conveyance
(provided that, if the kind or amount of cash, securities or other property
receivable upon such reclassification, change, consolidation, merger, binding
share exchange, combination, sale or conveyance is not the same for each share
of Common Stock in respect of which such rights of election shall not have been
exercised ("NON-ELECTING SHARE"), then for the purposes of this Section 14.06
the kind and amount of cash, securities or other property receivable upon such
reclassification, change, consolidation, merger, binding share exchange,
combination, sale or conveyance for each non-electing share shall be deemed to
be the kind and amount so receivable per share by a plurality of the
non-electing shares). Such supplemental indenture shall provide for provisions
and adjustments which shall


                                       73
<PAGE>
be as nearly equivalent as may be practicable to the provisions and adjustments
provided for in this Article 14.

      The Company shall cause notice of the execution of such supplemental
indenture to be mailed to each holder of Notes, at its address appearing on the
Note Register provided for in Section 2.05 of this Indenture, within 20 calendar
days after execution thereof. Failure to deliver such notice shall not affect
the legality or validity of such supplemental indenture.

      In addition, any issuer of securities included in the Applicable
Consideration shall execute an amendment to the Registration Rights Agreement
(to the extent any Transfer Restricted Securities (as defined therein) remain
outstanding) to make the provisions thereof apply to such securities.

      The above provisions of this Section shall similarly apply to successive
reclassifications, changes, consolidations, mergers, binding share exchanges,
combinations, sales and conveyances.

      For purposes of determining the Exchange Value as provided in Section
14.04 the following provisions shall apply: (i) if the Applicable Consideration
includes securities for which the price can be determined in a manner
contemplated by the definition of "Last Reported Sale Price," then the value of
such securities shall be determined in accordance with the principles set forth
in the "Last Reported Sale Price;" (ii) if the Applicable Consideration includes
other property (other than securities or cash), then the value of such property
shall be the fair market value of such property as determined by the Company's
Board of Directors in good faith; and (iii) if the Applicable Consideration
includes cash, then the value of such cash shall be the amount thereof.

      If this Section 14.06 applies to any event or occurrence, Section 14.05
shall not apply. Notwithstanding this Section 14.06, if a Public Acquirer Change
of Control occurs and the Company elects to adjust the Exchange Rate and its
exchange obligation pursuant to, and in compliance with, Section 14.07, the
provisions of Section 14.07 shall apply to such Public Acquirer Change of
Control instead of this Section 14.06.

      Section 14.07. Exchange After a Public Acquirer Change of Control.

      (a) In the event of a Public Acquirer Change of Control, the Company may,
in lieu of increasing the Exchange Rate by Additional Shares pursuant to Section
14.01(e), elect (subject to the satisfaction of the provisions of this Section
14.07) to adjust the Exchange Rate and the related exchange obligation such that
from and after the Effective Date of such Public Acquirer Change of Control,
holders will be entitled to exchange their Notes, in accordance with Section
14.02 hereof (subject to the satisfaction of the requirements of Section 14.01)
into a number of shares of Public Acquirer Common Stock by adjusting the
Exchange Rate in effect immediately before the Public Acquirer Change of Control
by multiplying it by a fraction:

            (i) the numerator of which will be (A) in the case of a share
      exchange, consolidation, merger or binding share exchange, pursuant to
      which the Common Stock is converted into cash, securities or other
      property, the average value of all cash and any other consideration (as
      determined by the Company's Board of Directors in the manner


                                       74
<PAGE>
      contemplated by Section 14.06) paid or payable per share of Common Stock
      or (B) in the case of any other Public Acquirer Change of Control, the
      average of the Last Reported Sale Prices of the Common Stock for the five
      consecutive Trading Days prior to but excluding the Effective Date of such
      Public Acquirer Change of Control, and

            (ii) the denominator of which will be the average of the Last
      Reported Sale Prices of the Public Acquirer Common Stock for the five
      consecutive Trading Days commencing on the Trading Day next succeeding the
      Effective Date of such Public Acquirer Change of Control.

      (b) In order to make the election pursuant to this Section 14.07, the
Company and the issuer of the Public Acquirer Common Stock shall execute with
the Trustee a supplemental indenture (which shall comply with the Trust
Indenture Act as in force at the date of execution of such supplemental
indenture) providing that each Note shall be exchangeable into Public Acquirer
Common Stock and execute an amendment to the Registration Rights Agreement (to
the extent any Transfer Restricted Securities (as defined therein) remain
outstanding) to make the provisions thereof apply to the Public Acquirer Common
Stock. Such supplemental indenture shall provide for provisions and adjustments
which shall be as nearly equivalent as may be practicable to the provisions and
adjustments provided for in this Article 14.

      (c) The Company will notify holders of its election by providing notice as
set forth in Section 14.01(c) promptly after making the election pursuant to
this Section 14.07.

      Section 14.08. Taxes on Shares Issued. The issue of stock certificates on
exchanges of Notes shall be made without charge to the exchanging Noteholder for
any documentary, stamp or similar issue or transfer tax in respect of the issue
thereof. The Company shall not, however, be required to pay any such tax which
may be payable in respect of any transfer involved in the issue and delivery of
stock in any name other than that of the holder of any Note exchanged, and the
Company shall not be required to issue or deliver any such stock certificate
unless and until the Person or Persons requesting the issue thereof shall have
paid to the Company the amount of such tax or shall have established to the
satisfaction of the Company that such tax has been paid.

      Section 14.09. Reservation of Shares, Shares to Be Fully Paid; Compliance
with Governmental Requirements; Listing of Common Stock. (a) The Issuer shall
reserve and provide, free from preemptive rights, out of its authorized but
unissued shares or shares held in treasury by the Issuer, initially 3,500,000
shares of Common Stock to provide for the exchange of the Notes and shall
contribute such shares to the Company for delivery to holders of Notes upon
exchange of the Notes. The Issuer agrees to use its reasonable best efforts to
seek to obtain approval at the next annual meeting of its shareholders to
increase its authorized capital stock to a number of shares of Common Stock
sufficient to provide for the exchange of the Notes from time to time as such
Notes are presented for exchange. If the Issuer shall not obtain approval at its
next meeting of stockholders to increase its authorized capital stock to a
number of shares of Common Stock sufficient to provide for the exchange of the
Notes as described in the immediately preceding sentence, the Issuer shall use
its reasonable best efforts to obtain approval at each succeeding meeting of its
stockholders until such time as it shall have obtained approval for an increase
in its authorized capital stock sufficient to provide for the exchange of the
Notes.


                                       75
<PAGE>
      The Issuer agrees that following any increase in its authorized capital
stock after the date of this Indenture, and thereafter, the Issuer shall reserve
and provide, free from preemptive rights out of its authorized but unissued
shares or shares held in treasury by the Issuer, sufficient shares of Common
Stock to provide for exchange of the Notes from time to time and shall
contribute such shares to the Company for delivery to holders upon exchange of
the Notes. The Issuer further agrees that it will not engage in any transactions
(including, without limitation, making any dividends or distributions, issuing
any rights or warrants, or making any tender offer) which would require an
adjustment to the Exchange Rate as provided in this Section 14.09 until the
Issuer has complied with the provisions of the immediately preceding sentence.
The Company further agrees that it will not issue any Additional Notes until the
Issuer has complied with the provisions of the first sentence of this paragraph.

      (b) Before taking any action which would cause an adjustment increasing
the Exchange Rate to an amount that would cause the Exchange Price to be reduced
below the then par value, if any, of the shares of Common Stock issuable upon
exchange of the Notes, the Issuer will take all corporate action which may, in
the opinion of its counsel, be necessary in order that the Company may validly
and legally issue shares of such Common Stock at such adjusted Exchange Rate.

      (c) The Company and the Issuer covenant that all shares of Common Stock
which may be issued upon exchange of Notes shall have been duly authorized,
subject to the limitation described in clause (a) above, and upon issue and
delivery in accordance with the terms of this Indenture shall be validly issued,
fully paid and non-assessable by the Issuer and free from all taxes, liens and
charges with respect to the issue thereof.

      The Company and the Issuer covenant that, if any shares of Common Stock to
be provided for the purpose of exchange of Notes hereunder require registration
with or approval of any governmental authority under any federal or state law
before such shares may be validly issued upon exchange, the Company and the
Issuer will in good faith and as expeditiously as possible, to the extent then
permitted by the rules and interpretations of the Commission (or any successor
thereto), endeavor to secure such registration or approval, as the case may be.
In connection with any transaction referred to in Sections 14.06 or 14.07, the
Company and any other Person required to issue common stock upon exchange of a
Note shall take such actions as are required so that Section 3(a)(9) or another
exemption under the Securities Act can be relied upon in connection with such
exchange of the Notes to permit such exchange without requiring registration
thereof under the Securities Act or provide for the registration of such
exchange under the Securities Act.

      The Issuer further covenants that, if at any time the Common Stock shall
be listed on the New York Stock Exchange, Nasdaq National Market or any other
national securities exchange or automated quotation system, the Issuer will, if
permitted by the rules of such exchange or automated quotation system, list and
keep listed, so long as the Common Stock shall be so listed on such exchange or
automated quotation system, all Common Stock issuable upon exchange of the
Notes; provided that if the rules of such exchange or automated quotation system
permit the Issuer to defer the listing of such Common Stock until the first
exchange of the Notes into Common Stock in accordance with the provisions of
this Indenture, the Issuer covenants to list


                                       76
<PAGE>
such Common Stock issuable upon exchange of the Notes in accordance with the
requirements of such exchange or automated quotation system at such time.

      Section 14.10. Responsibility of Trustee. The Trustee and any other
Exchange Agent shall not at any time be under any duty or responsibility to the
Company or any holder of Notes to determine the Exchange Rate or whether any
facts exist which may require any adjustment of the Exchange Rate, or with
respect to the nature or extent or calculation of any such adjustment when made,
or with respect to the method employed, or herein or in any supplemental
indenture provided to be employed, in making the same. The Trustee and any other
Exchange Agent shall not be accountable with respect to the validity or value
(or the kind or amount) of any shares of Common Stock, or of any securities or
property, which may at any time be issued or delivered upon the exchange of any
Note; and the Trustee and any other Exchange Agent make no representations with
respect thereto. Neither the Trustee nor any Exchange Agent shall be responsible
for any failure of the Company to issue, transfer or deliver any shares of
Common Stock or stock certificates or other securities or property or cash upon
the surrender of any Note for the purpose of exchange or to comply with any of
the duties, responsibilities or covenants of the Company contained in this
Article 14. Without limiting the generality of the foregoing, neither the
Trustee nor any Exchange Agent shall be under any responsibility to determine
the correctness of any provisions contained in any supplemental indenture
entered into pursuant to Section 14.06 relating either to the kind or amount of
shares of stock or securities or property (including cash) receivable by
Noteholders upon the exchange of their Notes after any event referred to in such
Section 14.06 or to any adjustment to be made with respect thereto, but, subject
to the provisions of Section 7.01, may accept as conclusive evidence of the
correctness of any such provisions, and shall be protected in relying upon, the
Officers' Certificate (which the Company shall be obligated to file with the
Trustee prior to the execution of any such supplemental indenture) with respect
thereto.

      Section 14.11. Notice to Holders Prior to Certain Actions. In case:

      (a) The Issuer shall declare a dividend (or any other distribution) on its
Common Stock that would require an adjustment in the Exchange Rate pursuant to
Section 14.05; or

      (b) The Issuer shall authorize the granting to the holders of all or
substantially all of its Common Stock of rights or warrants to subscribe for or
purchase any share of any class or any other rights or warrants; or

      (c) of any reclassification or reorganization of the Common Stock of the
Issuer (other than a subdivision or combination of its outstanding Common Stock,
or a change in par value, or from par value to no par value, or from no par
value to par value), or of any consolidation or merger to which the Issuer is a
party and for which approval of any stockholders of the Issuer is required, or
of the sale or transfer of all or substantially all of the assets of the
Company; or

      (d) of the voluntary or involuntary dissolution, liquidation or winding up
of the Issuer or the Company;

the Company shall cause to be filed with the Trustee and to be mailed to each
holder of Notes at his address appearing on the Note Register provided for in
Section 2.05 of this Indenture, as


                                       77
<PAGE>
promptly as possible but in any event at least ten (10) calendar days prior to
the applicable date hereinafter specified, a notice stating (x) the date on
which a record is to be taken for the purpose of such dividend, distribution or
rights or warrants, or, if a record is not to be taken, the date as of which the
holders of Common Stock of record to be entitled to such dividend, distribution
or rights are to be determined, or (y) the date on which such reclassification,
consolidation, merger, sale, transfer, dissolution, liquidation or winding up is
expected to become effective or occur, and the date as of which it is expected
that holders of Common Stock of record shall be entitled to exchange their
Common Stock for securities or other property deliverable upon such
reclassification, consolidation, merger, sale, transfer, dissolution,
liquidation or winding up. Failure to give such notice, or any defect therein,
shall not affect the legality or validity of such dividend, distribution,
reclassification, consolidation, merger, sale, transfer, dissolution,
liquidation or winding up.

      Section 14.12. Stockholder Rights Plan. To the extent that the Issuer has
a rights plan in effect upon exchange of the Notes, the Noteholder will receive,
in addition to the Common Stock, if any, the rights under the rights plan,
unless prior to any exchange, the rights have separated from the Common Stock,
in which case the Exchange Rate will be adjusted at the time of separation as if
the Issuer distributed to all holders of Common Stock, shares of the Issuer's
capital stock, evidences of indebtedness or assets as described in Section
14.04(c) above, subject to readjustment in the event of the expiration,
termination or redemption of such rights. In lieu of any such adjustment, the
Issuer may amend such applicable stockholder rights agreement to provide that
upon exchange of the Notes the holders will receive, in addition to the Common
Stock issuable upon such exchange, the rights which would have attached to such
Common Stock if the rights had not become separated from the Common Stock under
such applicable stockholder rights agreement.

                                   ARTICLE 15
                                   GUARANTEES

      Section 15.01. Guarantees. (a) Subject to the provisions of this Article
15, the Issuer and the Subsidiary Guarantors hereby irrevocably and
unconditionally guarantee, jointly and severally, on a senior basis to each
holder and to the Trustee and its successors and assigns (i) the full and
punctual payment when due, whether at Stated Maturity, by acceleration, by
redemption or otherwise, of all obligations of the Company under this Indenture
(including obligations to the Trustee) and the Notes, whether for payment of
principal of or interest on the Notes, delivery of the Settlement Amount and all
other monetary obligations of the Company under this Indenture and the Notes and
(ii) the full and punctual performance within applicable grace periods of all
other obligations of the Company whether for fees, expenses, indemnification or
otherwise under this Indenture and the Notes (all the foregoing being
hereinafter collectively called the "GUARANTEED OBLIGATIONS"). Subject to
Section 15.02, the Issuer and the Subsidiary Guarantors further agree that the
Guaranteed Obligations may be extended or renewed, in whole or in part, without
notice or further assent from either the Issuer or the Subsidiary Guarantors,
and that the Issuer and the Subsidiary Guarantors shall remain bound under this
Article 15 notwithstanding any extension or renewal of any Guaranteed
Obligation.

      (b) To the extent permitted by law, the Issuer and the Subsidiary
Guarantors waive presentation to, demand of payment from and protest to the
Company of any of the Guaranteed


                                       78
<PAGE>
Obligations and also waive notice of protest for nonpayment. The Issuer and the
Subsidiary Guarantors waive notice of any default under the Notes or the
Guaranteed Obligations. The obligations of the Issuer and the Subsidiary
Guarantors hereunder shall not be affected by (i) the failure of any holder or
the Trustee to assert any claim or demand or to enforce any right or remedy
against the Company or any other Person under this Indenture, the Notes or any
other agreement or otherwise; (ii) any extension or renewal of any thereof;
(iii) any rescission, waiver, amendment or modification of any of the terms or
provisions of this Indenture, the Notes or any other agreement; (iv) the release
of any security held by any holder or the Trustee for the Guaranteed Obligations
or any of them; (v) the failure of any holder or the Trustee to exercise any
right or remedy against any other guarantor of the Guaranteed Obligations; or
(vi) any change in the ownership of the Issuer or the Subsidiary Guarantors,
except as provided in Section 15.02(b).

      (c) The Issuer and each Subsidiary Guarantor agrees that its Guarantee
constitutes a guarantee of payment, performance and compliance when due (and not
a guarantee of collection) and waives any right to require that any resort be
had by any holder or the Trustee to any security held for payment of the
Guaranteed Obligations.

      (d) Except as expressly set forth in Section 15.02, the obligations of the
Issuer and the Subsidiary Guarantors hereunder shall not be subject to any
reduction, limitation, impairment or termination for any reason, including any
claim of waiver, release, surrender, alteration or compromise, and shall not be
subject to any defense of setoff, counterclaim, recoupment or termination
whatsoever or by reason of the invalidity, illegality or unenforceability of the
Guaranteed Obligations or otherwise. Without limiting the generality of the
foregoing, the obligations of the Issuer and the Subsidiary Guarantors herein
shall not be discharged or impaired or otherwise affected by the failure of any
holder or the Trustee to assert any claim or demand or to enforce any remedy
under this Indenture, the Notes or any other agreement, by any waiver or
modification of any thereof, by any default, failure or delay, willful or
otherwise, in the performance of the Guaranteed Obligations, or by any other act
or thing or omission or delay to do any other act or thing which may or might in
any manner or to any extent vary the risk of the Issuer or the Subsidiary
Guarantors or would otherwise operate as a discharge of the Issuer or the
Subsidiary Guarantors as a matter of law or equity.

      (e) The Issuer and each Subsidiary Guarantors agree that its respective
Guarantee shall remain in full force and effect until payment in full of all the
Guaranteed Obligations. The Issuer and each Subsidiary Guarantors further agrees
that its Guarantee shall continue to be effective or be reinstated, as the case
may be, if at any time payment, or any part thereof, of principal of or interest
on any Guaranteed Obligation is rescinded or must otherwise be restored by any
holder or the Trustee upon the bankruptcy or reorganization of the Company or
otherwise.

      (f) In furtherance of the foregoing and not in limitation of any other
right which any holder or the Trustee has at law or in equity against the Issuer
and the Subsidiary Guarantors by virtue hereof, upon the failure of the Company
to pay the principal of or interest on any Guaranteed Obligation when and as the
same shall become due, whether at maturity, by acceleration, by redemption or
otherwise, or to perform or comply with any other Guaranteed Obligation, the
Issuer and the Subsidiary Guarantors hereby promise to and shall, upon receipt
of


                                       79
<PAGE>
written demand by the Trustee, forthwith pay, or cause to be paid, in cash, to
the holders or the Trustee an amount equal to the sum of (i) the unpaid
principal amount of such Guaranteed Obligations, (ii) accrued and unpaid
interest on such Guaranteed Obligations (but only to the extent not prohibited
by law) and (iii) all other monetary obligations of the Company to the holders
and the Trustee.

      (g) The Issuer and each Subsidiary Guarantors agree that it shall not be
entitled to any right of subrogation in relation to the holders in respect of
any Guaranteed Obligations guaranteed hereby until payment in full of all
Guaranteed Obligations. The Issuer and each Subsidiary Guarantors further agree
that, as between it, on the one hand, and the holders and the Trustee, on the
other hand, (i) the maturity of the Guaranteed Obligations guaranteed hereby may
be accelerated as provided in Article 6 for the purposes of its Guarantee,
notwithstanding any stay, injunction or other prohibition preventing such
acceleration in respect of the Guaranteed Obligations guaranteed hereby, and
(ii) in the event of any declaration of acceleration of such Guaranteed
Obligations as provided in Article 6, such Guaranteed Obligations (whether or
not due and payable) shall forthwith become due and payable by the Issuer and
the Subsidiary Guarantors or the Company for the purposes of this Section 15.01.

      (h) The Issuer and the Subsidiary Guarantors also agree to pay any and all
costs and expenses (including reasonable attorneys' fees and expenses) incurred
by the Trustee or any holder in enforcing any rights under this Section 15.01.

      (i) Upon request of the Trustee, the Issuer and the Subsidiary Guarantors
shall execute and deliver such further instruments and do such further acts as
may be reasonably necessary or proper to carry out more effectively the purpose
of this Indenture.

      Section 15.02. Limitation on Liability. (a) Any other term or provision of
this Indenture to the contrary notwithstanding, the maximum aggregate amount of
the Guaranteed Obligations guaranteed hereunder by each Subsidiary Guarantors
shall not exceed the maximum amount that can be hereby guaranteed without
rendering this Indenture, as it relates to such Subsidiary Guarantors, voidable
under applicable law relating to fraudulent conveyance or fraudulent transfer or
similar laws affecting the rights of creditors generally.

      (b) A Subsidiary Guarantee shall terminate and be of no further force in
effect and the Subsidiary Guarantors shall be deemed to be released from all
obligations under this Article 15 (without any further action by the Trustee or
the holders) upon (i) the sale or other disposition of all or substantially all
of the assets of the Subsidiary Guarantors (including by way of any merger or
consolidation) or (ii) the sale or other disposition of all of the capital stock
of a Subsidiary Guarantor, in each case, other than the sale or other
disposition to the Issuer or a Subsidiary of the Issuer. At the request of the
Company, the Trustee shall execute and deliver an appropriate instrument
evidencing such release (in the form provided by the Company).

      Section 15.03. Successors and Assigns. This Article 15 shall be binding
upon the Issuer and any Subsidiary Guarantor and their successors and assigns
and shall inure to the benefit of the successors and assigns of the Trustee and
the holders and, in the event of any transfer or assignment of rights by any
holder or the Trustee, the rights and privileges conferred upon that


                                       80
<PAGE>
party in this Indenture and in the Notes shall automatically extend to and be
vested in such transferee or assignee, all subject to the terms and conditions
of this Indenture.

      Section 15.04. No Waiver. Neither a failure nor a delay on the part of
either the Trustee or the holders in exercising any right, power or privilege
under this Article 15 shall operate as a waiver thereof, nor shall a single or
partial exercise thereof preclude any other or further exercise of any right,
power or privilege. The rights, remedies and benefits of the Trustee and the
holders herein expressly specified are cumulative and not exclusive of any other
rights, remedies or benefits which either may have under this Article 15 at law,
in equity, by statute or otherwise.

      Section 15.05. Modification. No modification, amendment or waiver of any
provision of this Article 15, nor the consent to any departure by the Issuer or
any Subsidiary Guarantor therefrom, shall in any event be effective unless the
same shall be in writing and signed by the Trustee, and then such waiver or
consent shall be effective only in the specific instance and for the purpose for
which given. No notice to or demand on the Issuer or any Subsidiary Guarantor in
any case shall entitle the Issuer or any Subsidiary Guarantor to any other or
further notice or demand in the same, similar or other circumstances.

      Section 15.06. Execution of Supplemental Indenture for Future Guarantors.
Each Person which is required to become a Guarantor pursuant to Section 4.10,
shall promptly execute and deliver to the Trustee a supplemental indenture in
the form of Exhibit C hereto pursuant to which such Subsidiary or other Person
shall become a Guarantor under this Article 15 and shall guarantee the
Guaranteed Obligations. Concurrently with the execution and delivery of such
supplemental indenture, the Company shall deliver to the Trustee an Opinion of
Counsel and an Officers' Certificate to the effect that such supplemental
indenture has been duly authorized, executed and delivered by such Subsidiary or
other Person and that, subject to the application of bankruptcy, insolvency,
moratorium, fraudulent conveyance or transfer and other similar laws relating to
creditors' rights generally and to the principles of equity, whether considered
in a proceeding at law or in equity, the Guarantee of such Subsidiary Guarantor
is a legal, valid and binding obligation of such Subsidiary Guarantor,
enforceable against such Subsidiary Guarantor in accordance with its terms
and/or to such other matters as the Trustee may reasonably request.

                                   ARTICLE 16
                            MISCELLANEOUS PROVISIONS

      Section 16.01. Provisions Binding on Successors. All the covenants,
stipulations, promises and agreements by the Company, the Issuer and the
Subsidiary Guarantors contained in this Indenture shall bind its successors and
assigns whether so expressed or not.

      Section 16.02. Official Acts by Successor Corporation. Any act or
proceeding by any provision of this Indenture authorized or required to be done
or performed by any board, committee or officer of the Company, the Issuer or
the Subsidiary Guarantors shall and may be done and performed with like force
and effect by the like board, committee or officer of any Person that shall at
the time be the lawful sole successor of the Company, the Issuer or the
Subsidiary Guarantors.


                                       81
<PAGE>
      Section 16.03. Addresses for Notices, Etc. Any request, notice or demand
which by any provision of this Indenture is required or permitted to be given or
served by the Trustee or by the holders of Notes on the Company, the Issuer or
the Subsidiary Guarantors shall be deemed to have been sufficiently given or
made, for all purposes, if delivered by messenger or overnight carrier, given or
served by being deposited postage prepaid by registered or certified mail in a
post office letter box or sent by telecopier transmission addressed as follows:
to CSK Auto, Inc., 645 E. Missouri Avenue, Suite 400, Phoenix, Arizona 85012,
Telecopier No. (602) 294-7139, Attention: Randi Val Morrison, Vice President,
Assistant General Counsel and Secretary. Any notice, direction, request or
demand hereunder to or upon the Trustee shall be deemed to have been
sufficiently given or made, for all purposes, if delivered by messenger or
overnight carrier, given or served by being deposited, postage prepaid, by
registered or certified mail in a post office letter box or sent by telecopier
transmission addressed as follows: The Bank of New York Trust Company, N.A., 700
South Flower Street, Suite 500, Los Angeles, California 90017, Telecopier No.:
(312) 827-8542, Attention: Corporate Trust Administration; provided, however,
that the Trustee shall not be deemed to have received notice until such notice
is actually received.

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

      Any notice or communication mailed to a Noteholder shall be mailed to him
by first class mail, postage prepaid, at his address as it appears on the Note
Register and shall be sufficiently given to him if so mailed within the time
prescribed.

      Failure to mail a notice or communication to a Noteholder or any defect in
it shall not affect its sufficiency with respect to other Noteholders. If a
notice or communication is mailed in the manner provided above, it is duly
given, whether or not the addressee receives it.

      Section 16.04. Governing Law. This Indenture, the Guarantees and each Note
shall be deemed to be a contract made under the laws of the State of New York,
and for all purposes shall be construed in accordance with the laws of the State
of New York (including Section 5-1401 of the New York General Obligations Law or
any successor to such statute).

      Section 16.05. Evidence of Compliance with Conditions Precedent,
Certificates to Trustee. Upon any application, request or demand by the Company
to the Trustee to take any action under any of the provisions of this Indenture,
the Trustee shall be entitled to receive upon its request an Officers'
Certificate stating that all conditions precedent, if any, provided for in this
Indenture relating to the proposed action have been complied with, and an
Opinion of Counsel stating that, in the opinion of such counsel, all such
conditions precedent have been complied with.

      Each certificate or opinion provided for in this Indenture and delivered
to the Trustee with respect to compliance with a condition or covenant provided
for in this Indenture shall include: (1) a statement that the person making such
certificate or opinion has read such covenant or condition; (2) a brief
statement as to the nature and scope of the examination or investigation upon
which the statement or opinion contained in such certificate or opinion is
based; (3) a statement that, in the opinion of such person, he has made such
examination or


                                       82
<PAGE>
investigation as is necessary to enable him to express an informed opinion as to
whether or not such covenant or condition has been complied with; and (4) a
statement as to whether or not, in the opinion of such person, such condition or
covenant has been complied with.

      Section 16.06. Business Days. In any case in which the date of maturity of
Interest on or principal of the Notes or the Redemption Date of any Note or any
Repurchase Date with respect to any Note will not be a Business Day, then
payment of such Interest on or the Principal Amount of the Notes need not be
made on such date, but may be made on the next succeeding Business Day with the
same force and effect as if made on the date of maturity or the Redemption Date
or the Repurchase Date, as the case may be, and no interest shall accrue for the
period from and after such date.

      Section 16.07. Company Responsible for Making Calculations. The Company
will be responsible for making all calculations called for under this Indenture.
These calculations include, but are not limited to, determination of the Last
Reported Sale Price and Trading Price, the amount of accrued Interest (including
any Additional Interest) payable on the Notes, the Principal Amount and the
Exchange Rate of the Notes. The Company or its agents will make these
calculations in good faith and, absent manifest error, these calculations will
be final and binding on the Noteholders. Promptly after the calculation thereof,
the Company will provide to each of the Trustee and the Exchange Agent an
Officers' Certificate setting forth a schedule of its calculations, and each of
the Trustee and the Exchange Agent is entitled to conclusively rely upon the
accuracy of such calculations without independent verification. The Trustee will
forward the Company's calculations to any Holder upon the written request of
such Holder.

      Section 16.08. Trust Indenture Act. This Indenture is hereby made subject
to, and shall be governed by, the provisions of the Trust Indenture Act required
to be part of and to govern indentures qualified under the Trust Indenture Act;
provided that this Section 16.08 shall not require this Indenture or the Trustee
to be qualified under the Trust Indenture Act prior to the time such
qualification is in fact required under the terms of the Trust Indenture Act,
nor shall it constitute any admission or acknowledgment by any party to the
Indenture that any such qualification is required prior to the time such
qualification is in fact required under the terms of the Trust Indenture Act. If
any provision hereof limits, qualifies or conflicts with another provision
hereof which is required to be included in an indenture qualified under the
Trust Indenture Act, such required provision shall control.

      Section 16.09. No Security Interest Created. Except as provided in Section
7.06, nothing in this Indenture or in the Notes, expressed or implied, shall be
construed to constitute a security interest under the Uniform Commercial Code or
similar legislation, as now or hereafter enacted and in effect, in any
jurisdiction in which property of the Company or its subsidiaries is located.

      Section 16.10. Table of Contents, Headings, Etc. The table of contents and
the titles and headings of the Articles and Sections of this Indenture have been
inserted for convenience of reference only, are not to be considered a part
hereof, and shall in no way modify or restrict any of the terms or provisions
hereof.

      Section 16.11. Authenticating Agent. The Trustee may appoint an
authenticating agent that shall be authorized to act on its behalf, and subject
to its direction, in the authentication and


                                       83
<PAGE>
delivery of Notes in connection with the original issuance thereof and transfers
and exchanges of Notes hereunder, including under Sections 2.04, 2.05, 2.06,
2.07, 3.02 and 3.06, as fully to all intents and purposes as though the
authenticating agent had been expressly authorized by this Indenture and those
Sections to authenticate and deliver Notes. For all purposes of this Indenture,
the authentication and delivery of Notes by the authenticating agent shall be
deemed to be authentication and delivery of such Notes "by the Trustee" and a
certificate of authentication executed on behalf of the Trustee by an
authenticating agent shall be deemed to satisfy any requirement hereunder or in
the Notes for the Trustee's certificate of authentication. Such authenticating
agent shall at all times be a Person eligible to serve as trustee hereunder
pursuant to Section 7.09.

      Any corporation into which any authenticating agent may be merged or
converted or with which it may be consolidated, or any corporation resulting
from any merger, consolidation or conversion to which any authenticating agent
shall be a party, or any corporation succeeding to all or substantially all the
corporate trust business of any authenticating agent, shall be the successor of
the authenticating agent hereunder, if such successor corporation is otherwise
eligible under this Section 16.11, without the execution or filing of any paper
or any further act on the part of the parties hereto or the authenticating agent
or such successor corporation.

      Any authenticating agent may at any time resign by giving written notice
of resignation to the Trustee and to the Company. The Trustee may at any time
terminate the agency of any authenticating agent by giving written notice of
termination to such authenticating agent and to the Company. Upon receiving such
a notice of resignation or upon such a termination, or in case at any time any
authenticating agent shall cease to be eligible under this Section, the Trustee
shall either promptly appoint a successor authenticating agent or itself assume
the duties and obligations of the former authenticating agent under this
Indenture and, upon such appointment of a successor authenticating agent, if
made, shall give written notice of such appointment of a successor
authenticating agent to the Company and shall mail notice of such appointment of
a successor authenticating agent to all holders of Notes as the names and
addresses of such holders appear on the Note Register.

      The Company agrees to pay to the authenticating agent from time to time
such reasonable compensation for its services as shall be agreed upon in writing
between the Company and the authenticating agent.

      The provisions of Sections 7.02, 7.03, 7.04 and 8.03 and this Section
16.11 shall be applicable to any authenticating agent.

      Section 16.12. Execution in Counterparts. This Indenture may be executed
in any number of counterparts, each of which shall be an original, but such
counterparts shall together constitute but one and the same instrument.

      Section 16.13. Severability. In case any provision in this Indenture or in
the Notes shall be invalid, illegal or unenforceable, then (to the extent
permitted by law) the validity, legality and enforceability of the remaining
provisions shall not in any way be affected or impaired thereby.


                                       84
<PAGE>
      The Bank of New York Trust Company, N.A. hereby accepts the trusts in this
Indenture declared and provided, upon the terms and conditions herein above set
forth.

      Section 16.14. Force Majeure. In no event shall the Trustee be responsible
or liable for any failure or delay in the performance of its obligations
hereunder arising out of or caused by, directly or indirectly, forces beyond its
control, including, without limitation, strikes, work stoppages, accidents, acts
of war or terrorism, civil or military disturbances, nuclear or natural
catastrophes or acts of God, and interruptions, loss or malfunctions of
utilities, communications or computer (software and hardware) services; it being
understood that the Trustee shall use reasonable efforts which are consistent
with accepted practices in the banking industry to resume performance as soon as
practicable under the circumstances.


                                       85
<PAGE>
      IN WITNESS WHEREOF, the parties hereto have caused this Indenture to be
duly executed.

                                        CSK AUTO, INC.


                                        By: /s/ Martin Fraser
                                            ------------------------------------
                                            Name:  Martin Fraser
                                            Title: President and
                                                   Chief Operating Officer


                                        CSK AUTO CORPORATION


                                        By: /s/ Martin Fraser
                                            ------------------------------------
                                            Name:  Martin Fraser
                                            Title: President and
                                                   Chief Operating Officer


                                        CSK AUTO.COM, INC., as Subsidiary
                                          Guarantor


                                        By: /s/ Martin Fraser
                                            ------------------------------------
                                            Name:  Martin Fraser
                                            Title: President and
                                                   Chief Operating Officer


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


                                        By: /s/ Melonee Young
                                            ------------------------------------
                                            Name:  Melonee Young
                                            Title: Vice President
<PAGE>
                                                                      SCHEDULE A

The following table sets forth the number of Additional Shares to be received
per $1,000 Principal Amount of Notes pursuant to Section 14.01(e) of this
Indenture:


<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------------------
                                                         Stock Price
Effective Date    $17.76    $20.00  $24.00  $28.00  $32.00  $36.00  $40.00  $44.00  $48.00  $52.00  $56.00  $60.00
------------------------------------------------------------------------------------------------------------------
<S>               <C>      <C>      <C>     <C>     <C>     <C>     <C>     <C>     <C>     <C>     <C>     <C>
2005...........   12.9938  10.3070  7.1173  5.2984  4.1810  3.4408  2.9162  2.5239  2.2173  1.9693  1.7631  0.0000
AUGUST 15, 2006   12.9938   9.7226  6.3885  4.5961  3.5520  2.8917  2.4399  2.1095  1.8546  1.6498  1.4799  0.0000
AUGUST 15, 2007   12.9938   9.0405  5.5342  3.7757  2.8290  2.2706  1.9075  1.6499  1.4537  1.2966  1.1662  0.0000
AUGUST 15, 2008   12.9938   8.2562  4.4854  2.7877  1.9878  1.5703  1.3188  1.1463  1.0155  0.9098  0.8212  0.0000
AUGUST 15, 2009   12.9938   7.3446  3.0958  1.5527  1.0175  0.8021  0.6852  0.6036  0.5389  0.4849  0.4388  0.0000
AUGUST 15, 2010    0.0000   0.0000  0.0000  0.0000  0.0000  0.0000  0.0000  0.0000  0.0000  0.0000  0.0000  0.0000
</TABLE>


                                    SCH A-1
<PAGE>
                                                                       EXHIBIT A

[Include only for Global Notes:]

[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY (55 WATER STREET, NEW YORK, NEW YORK) (THE
"DEPOSITARY", WHICH TERM INCLUDES ANY SUCCESSOR DEPOSITARY FOR THE CERTIFICATES)
TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT,
AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH
OTHER NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY (AND
ANY PAYMENT HEREIN IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED
BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY), 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.]

[Include only for Notes that are Restricted Securities:]

[THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED (THE "SECURITIES ACT"), OR THE SECURITIES LAWS OF ANY STATE OR OTHER
JURISDICTION. NEITHER THIS SECURITY NOR ANY INTEREST OR PARTICIPATION HEREIN MAY
BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE
DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS
EXEMPT FROM, OR NOT SUBJECT TO, SUCH REGISTRATION. THE HOLDER OF THIS SECURITY,
BY ITS ACCEPTANCE HEREOF:

            (1) REPRESENTS THAT IT IS A "QUALIFIED INSTITUTIONAL BUYER" (AS
      DEFINED IN RULE 144A UNDER THE SECURITIES ACT ("RULE 144A")) AND IS
      PURCHASING IN COMPLIANCE WITH RULE 144A UNDER THE SECURITIES ACT;

            (2) AGREES ON ITS OWN BEHALF AND ON BEHALF OF ANY INVESTOR ACCOUNT
      FOR WHICH IT HAS PURCHASED SECURITIES THAT IT WILL NOT WITHIN TWO YEARS
      AFTER THE ORIGINAL ISSUANCE OF THIS SECURITY OFFER, SELL OR OTHERWISE
      TRANSFER SUCH SECURITY OR ANY COMMON STOCK ISSUABLE UPON EXCHANGE OF SUCH
      SECURITY EXCEPT (A) TO CSK AUTO, INC. (THE "COMPANY") OR ANY SUBSIDIARY
      THEREOF, (B) PURSUANT TO A REGISTRATION STATEMENT THAT HAS BEEN DECLARED
      EFFECTIVE UNDER THE SECURITIES ACT AND WHICH CONTINUES TO BE EFFECTIVE AT
      THE TIME OF SUCH TRANSFER, (C) TO A QUALIFIED INSTITUTIONAL BUYER IN
      COMPLIANCE WITH RULE 144A; OR (D) PURSUANT TO THE EXEMPTION FROM THE
      REGISTRATION REQUIREMENTS OF THE SECURITIES ACT PROVIDED BY RULE 144 UNDER
      THE SECURITIES ACT (IF AVAILABLE); AND


                                      A-1
<PAGE>
            (3) AGREES THAT IT WILL DELIVER TO EACH PERSON TO WHOM THIS SECURITY
      IS TRANSFERRED A NOTICE SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND.

IN CONNECTION WITH ANY TRANSFER OF THIS SECURITY WITHIN TWO YEARS AFTER THE
ORIGINAL ISSUANCE OF SUCH SECURITY (OTHER THAN A TRANSFER PURSUANT TO CLAUSE
2(B) ABOVE), THE HOLDER MUST CHECK THE APPROPRIATE BOX SET FORTH ON THE REVERSE
HEREOF RELATING TO THE MANNER OF SUCH TRANSFER AND SUBMIT THIS CERTIFICATE TO
THE TRUSTEE (OR ANY SUCCESSOR TRUSTEE, AS APPLICABLE). IF THE PROPOSED TRANSFER
IS PURSUANT TO CLAUSE 2(D) ABOVE, THE HOLDER MUST, PRIOR TO SUCH TRANSFER,
FURNISH TO THE TRUSTEE (OR ANY SUCCESSOR TRUSTEE, AS APPLICABLE), SUCH
CERTIFICATIONS, LEGAL OPINIONS OR OTHER INFORMATION AS THE COMPANY OR THE
TRUSTEE MAY REASONABLY REQUIRE TO CONFIRM THAT SUCH TRANSFER IS BEING MADE
PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE
REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. THIS LEGEND WILL BE REMOVED
UPON THE EARLIER OF THE TRANSFER OF THIS SECURITY PURSUANT TO CLAUSE 2(B) OR
2(D) ABOVE OR THE EXPIRATION OF TWO YEARS FROM THE ORIGINAL ISSUANCE OF THE
SECURITY EVIDENCED HEREBY.]

THE HOLDER OF THIS SECURITY IS ENTITLED TO THE BENEFITS OF A REGISTRATION RIGHTS
AGREEMENT DATED JULY 29, 2005 AND, BY ITS ACCEPTANCE HEREOF, AGREES TO BE BOUND
BY AND TO COMPLY WITH THE PROVISIONS OF SUCH REGISTRATION RIGHTS AGREEMENT.


                                      A-2
<PAGE>
                                 CSK AUTO, INC.

                    3 3/8% SENIOR EXCHANGEABLE NOTE DUE 2025

                                                                          $
NO. ___                                                                   CUSIP:

      CSK Auto, Inc., a corporation duly organized and validly existing under
the laws of the State of Arizona (herein called the "Company", which term
includes any successor corporation under the Indenture referred to on the
reverse hereof), for value received hereby promises to pay to __________ or its
registered assigns, [the Principal Amount of ___________ Dollars(1) ($ )] [the
Principal Amount of _________ Dollars ($ ) or such amount as is indicated in the
records of the Trustee and the Depositary(2)] on August 15, 2025, and to pay
interest thereon from July 29, 2005 or from the most recent Interest Payment
Date to which Interest has been paid or duly provided for, on August 15 and
February 15 of each year (each, an "Interest Payment Date"), commencing on
February 15, 2006, at the rate of 3.375% per annum for the period from and
including July 29, 2005 to, but excluding August 15, 2010, and 3.125% per annum
thereafter, until the Principal Amount is paid or made available for payment at
August 15, 2025 or upon acceleration, or until such date on which the Notes are
exchanged or repurchased as provided herein, and at the rate of 3.375% per annum
on any overdue principal and on any overdue installment of Interest. Except as
otherwise provided herein or in the Indenture, the Interest so payable, and
punctually paid or duly provided for, on any Interest Payment Date will, as
provided in the Indenture (as hereinafter defined), be paid to the Person in
whose name this Note (or one or more predecessor Notes) is registered at 5:00
p.m., New York City time, on the Regular Record Date for such interest, which
will be the August 1 or February 1 (whether or not a Business Day), as the case
may be, next preceding the corresponding Interest Payment Date. The Company
shall pay Interest (i) on any Notes in certificated form by check mailed to the
address of the Person entitled thereto as it appears in the Note Register (or,
upon written notice, by wire transfer in immediately available funds, if such
Person is entitled to interest on Notes with an aggregate Principal Amount in
excess of $2,000,000) (provided that at the Stated Maturity Interest payable on
this Note will be payable with the Principal Amount at the Company's office or
agency in New York City) or (ii) on any Global Note by wire transfer of
immediately available funds to the account of the Depositary or its nominee.

      Reference is made to the further provisions of this Note set forth on the
reverse hereof, including, without limitation, provisions giving the holder of
this Note the right to exchange this Note into cash or a combination of cash and
Common Stock, as the case may be, on the terms and subject to the limitations
referred to on the reverse hereof and as more fully specified in the Indenture.
Such further provisions shall for all purposes have the same effect as though
fully set forth at this place.

--------
1 This phrase should be included only if the Note is a Certificated Note.

2 This phrase should be included only if the Note is a Global Note.


                                      A-3
<PAGE>
      This Note shall be deemed to be a contract made under the laws of the
State of New York, and for all purposes shall be construed in accordance with
and governed by the laws of the State of New York (including Section 5-1401 of
the New York General Obligations Law or any successor to such statute).

      This Note shall not be valid or become obligatory for any purpose until
the certificate of authentication hereon shall have been manually signed by the
Trustee or a duly authorized authenticating agent under the Indenture.


                                      A-4
<PAGE>
      IN WITNESS WHEREOF, the Company has caused this Note to be duly executed.

                                        CSK AUTO, INC.


                                        By:
                                            ------------------------------------


[Date of Authentication]

TRUSTEE'S CERTIFICATE OF AUTHENTICATION

This is one of the Notes described in the within-named Indenture.

The Bank of new york TRUST COMPANY, N.A., as Trustee


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


                                      A-5
<PAGE>

                             FORM OF REVERSE OF NOTE

                                 CSK AUTO, INC.

                    3 3/8% SENIOR EXCHANGEABLE NOTE DUE 2025


           This Note is one of a duly authorized issue of Notes of the Company,
designated as its 3 3/8% Senior Exchangeable Notes due 2025 (herein called the
"NOTES"), initially limited in aggregate Principal Amount to $110,000,000 (or up
to $125,000,000 if the Initial Purchasers exercise their over-allotment option
in full), issued and to be issued under and pursuant to an Indenture dated as of
July 29, 2005 (herein called the "INDENTURE"), among the Company, CSK Auto
Corporation (the "ISSUER" which term includes any successor corporation under
the Indenture) and any domestic subsidiaries of the Company (each, a "SUBSIDIARY
GUARANTORS") and The Bank of New York Trust Company, N.A., as trustee (herein
called the "TRUSTEE"), to which Indenture and all indentures supplemental
thereto reference is hereby made for a description of the rights, limitations of
rights, obligations, duties and immunities thereunder of the Trustee, the
Company, the Issuer, the Subsidiary Guarantors and the holders of the Notes. The
Company may issue an unlimited Principal Amount of Additional Notes as provided
in the Indenture having identical terms and conditions as the Notes. Any
Additional Notes will be part of the same issue as the Notes and will vote on
all matters with the holders of the Notes.

           The payment by the Company of the principal of and interest on the
Notes is fully and unconditionally guaranteed by the Issuer and the Subsidiary
Guarantors on a senior basis pursuant to the terms of the Indenture.

           In case an Event of Default shall have occurred and be continuing,
the Principal Amount of and accrued Interest on all Notes may be declared by
either the Trustee or the holders of not less than 25% in aggregate Principal
Amount of the Notes then outstanding, and upon said declaration shall become, or
may as provided in the Indenture automatically become, due and payable, in the
manner, with the effect and subject to the conditions provided in the Indenture.

           The Indenture contains provisions permitting the Company, the Issuer,
the Subsidiary Guarantors 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, to execute supplemental indentures adding any provisions to or
changing in any manner or eliminating any of the provisions of the Indenture or
of any supplemental indenture or modifying in any manner the rights of the
holders of the Notes, subject to the exceptions set forth in Section 10.02 of
the Indenture. Subject to the provisions of the Indenture, the holders of a
majority in aggregate Principal Amount of the Notes at the time outstanding may
on behalf of the holders of all of the Notes waive any past default or Event of
Default under the Indenture and its consequences, subject to the exceptions set
forth in the Indenture. Any such consent or waiver by the holder of this Note
(unless revoked as provided in the Indenture) shall be conclusive and binding
upon such holder and upon all future holders and owners of this Note and any
Notes which may be issued in exchange or substitution hereof, irrespective of
whether or not any notation thereof is made upon this Note or such other Notes.

                                      A-6
<PAGE>
           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, the Issuer
or the Subsidiary Guarantors, which are absolute and unconditional, to pay the
Principal Amount of and Interest on this Note at the place, at the respective
times, at the rate and in the coin or currency herein prescribed.

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

           The Notes are issuable in fully registered form, without interest
coupons, in denominations of $1,000 Principal Amount and any multiple of $1,000.
At the office or agency of the Company referred to on the face hereof, and in
the manner and subject to the limitations provided in the Indenture, without
payment of any service charge but with payment of a sum sufficient to cover any
tax, assessment or other governmental charge that may be imposed in connection
with any registration or exchange of Notes, Notes may be exchanged for a like
aggregate Principal Amount of Notes of any other authorized denominations.

           At any time on or after August 15, 2010, the Notes may be redeemed at
the option of the Company, in whole or in part, in cash upon mailing a notice of
such redemption not less than 35 calendar days but not more than 60 calendar
days before the Redemption Date to the holders of Notes at their last registered
addresses, all as provided in the Indenture, at a Redemption Price equal to 100%
of the Principal Amount of notes being redeemed plus accrued and unpaid Interest
to, but not including, the Redemption Date; provided that if the applicable
Redemption Date is after a Regular Record Date and on or prior to the
corresponding Interest Payment Date, Interest will be paid on the Redemption
Date to the holder on the applicable record date. In no event will the Notes be
redeemable at the option of the Company before August 15, 2010. The Company may
not give notice of any redemption of the Notes if a default in the payment of
Interest on the Notes has occurred and is continuing.

           The Notes are not subject to redemption through the operation of any
sinking fund.

           If a Fundamental Change occurs at any time prior to maturity of the
Notes, the holders will have the right to require the Company to repurchase all
or any portion of the Notes on a Fundamental Change Repurchase Date specified by
the Company, which shall be no later than 30 Business Days after notice thereof,
in integral multiples of $1,000 Principal Amount at a Fundamental Change
Repurchase Price equal to 100% of the Principal Amount thereof, together with
accrued Interest to, but not including, the Fundamental Change Repurchase Date;
provided that if the applicable Fundamental Change Repurchase Date is after a
Regular Record Date and on or prior to the corresponding Interest Payment Date,
the Interest payable on such Interest Payment Date shall be paid on such
Interest Payment Date to the holders of record of such Notes on the applicable
record date instead of the holders surrendering such Notes for repurchase on
such date. The Company shall mail to all holders of record of the Notes a notice
of the occurrence of a Fundamental Change and of the repurchase right arising as
a result thereof on or before the 30th calendar day after the occurrence of such
Fundamental Change. To exercise such right, a holder must deliver to the Paying
Agent such Notes with the form entitled "FORM OF FUNDAMENTAL CHANGE REPURCHASE
ELECTION" on the reverse thereof duly completed, together with such Notes, duly
endorsed for transfer (or if such Notes are Global Notes, book-entry

                                      A-7
<PAGE>
transfer of such Notes) at any time prior to 5:00 p.m., New York City time, on
the Business Day immediately preceding the Fundamental Change Repurchase Date.

           Subject to the terms and conditions of the Indenture, the holders
will have the right to require the Company to repurchase all or any portion of
the Notes on August 15, 2010, August 15, 2015 and August 15, 2020 in integral
multiples of $1,000 Principal Amount at a Company Repurchase Price of 100% of
the Principal Amount, plus any accrued and unpaid Interest on such Note to, but
not including, the Company Repurchase Date; provided that the Interest payable
on the applicable Company Repurchase Date shall be paid on such Interest Payment
Date to the holders of record of such Notes on the applicable record date
instead of the holders surrendering such Notes for repurchase on such date. To
exercise such right, a holder must deliver to the Paying Agent such Notes with
the form entitled "FORM OF COMPANY REPURCHASE ELECTION" on the reverse thereof
duly completed, together with such Notes, duly endorsed for transfer (or if such
Notes are Global Notes, book-entry transfer of such Notes) at any time from 9:00
a.m., New York City time, on the date that is 20 Business Days prior to such
Company Repurchase Date until 5:00 p.m., New York City time, on the Business Day
immediately preceding the Company Repurchase Date.

           The Company Repurchase Price to be paid on any of August 15, 2010,
August 15, 2015 and August 15, 2020 and the Fundamental Change Repurchase Price
to be paid on any Fundamental Change Repurchase Date shall be paid in cash,
subject to the terms and conditions of the Indenture.

           Holders have the right to withdraw any Repurchase Election by
delivering to the Paying Agent a written notice of withdrawal up to 5:00 p.m.,
New York City time, on the Business Day immediately preceding the Repurchase
Date, all as provided in the Indenture.

           If on the Repurchase Date the Trustee or other Paying Agent appointed
by the Company (or, if the Company or the Issuer is acting as the Paying Agent,
the Company or the Issuer) holds money sufficient to pay the aggregate
Repurchase Price of all the Notes or portions thereof that are to be repurchased
plus accrued and unpaid Interest, if any, to, but not including, the Repurchase
Date, if applicable, then, on such Repurchase Date (i) such Notes will cease to
be outstanding, (ii) Interest on such Notes will cease to accrue (in the case of
clauses (i) and (ii), whether or not book-entry transfer of the Notes has been
made or the Notes have been delivered to the Paying Agent, as the case may be),
and (iii) all other rights of the holders of such Notes will terminate (other
than the right to receive the Repurchase Price plus accrued and unpaid Interest,
if any, to, but not including, the Repurchase Date, if applicable upon
book-entry transfer or delivery of the Notes, as the case may be).

           Subject to the occurrence of certain events and in compliance with
the provisions of the Indenture, on or prior to the Trading Day preceding the
Stated Maturity, the holder hereof has the right, at its option, to exchange, in
accordance with the terms and provisions of the Indenture, each $1,000 principal
amount of this Note into 43.3125 shares of Common Stock (an Exchange Price of
approximately $23.09 per share) as such shares shall be constituted at the date
of exchange and subject to adjustment from time to time as provided in the
Indenture, upon surrender of this Note (in certificated form) with the form
entitled "FORM OF EXCHANGE NOTICE" on the reverse hereof duly completed and
manually signed, to the Company at the office or

                                      A-8
<PAGE>
agency of the Company maintained for that purpose in accordance with the terms
of the Indenture, or at the option of such holder, the Corporate Trust Office
together with any funds required pursuant to the terms of the Indenture, and,
unless the shares issuable on exchange are to be issued in the same name as this
Note, duly endorsed by, or accompanied by instruments of transfer in form
satisfactory to the Company duly executed by, the holder or by his duly
authorized attorney. The Company will notify the holder thereof of any event
triggering the right to exchange the Notes as specified above in accordance with
the Indenture. In order to exercise the exchange right with respect to any
interest in a Global Note, the holder must complete and deliver the appropriate
instruction form pursuant to the Depositary's book-entry exchange program,
together with any funds required pursuant to the terms of the Indenture, deliver
by book-entry delivery an interest in such Global Note, furnish appropriate
endorsements and transfer documents if required pursuant to the terms of the
Indenture. Upon exchange, the Company will deliver cash equal to the lesser of
the aggregate principal amount of Notes being exchanged and the Exchange Value,
and shares of Common Stock in respect of the remainder, if any, of the Exchange
Value as provided in the Indenture.

           If the Issuer (i) is a party to a consolidation, merger, statutory
share exchange or combination, (ii) reclassifies the Common Stock, or (iii)
sells or conveys its properties and assets substantially as an entirety to any
Person, the right to exchange a Security into shares of Common Stock may be
changed into a right to exchange it into the kind or amount of cash, securities
or other property receivable upon such event, in each case in accordance with
the Indenture.

           In addition, following certain corporate transactions as set forth in
Section 14.01(b) of the Indenture that occur prior to August 15, 2010 and that
also constitute a Fundamental Change, the Exchange Rate will be increased by the
number of Additional Shares of Common Stock in certain circumstances as provided
in the Indenture. In certain circumstances involving a Public Acquirer Change of
Control, the Company may elect, in lieu of increasing the Exchange Rate by the
number of Additional Shares of Common Stock, to provide for the exchange of the
Notes into shares of the Public Acquirer Common Stock as set forth in Section
14.07 of the Indenture.

           No adjustment in respect of Interest on any Note exchanged (other
than the payment of Additional Interest, if any) or dividends on any shares
issued upon exchange of such Note will be made upon any exchange except as set
forth in the next sentence. If this Note (or portion hereof) is surrendered for
exchange during the period from 5:00 p.m., New York City time, on any record
date for the payment of Interest to 9:00 a.m., New York City time, on the
immediately following Interest Payment Date, this Note (or portion hereof being
exchanged) must be accompanied by payment, in immediately available funds or
other funds acceptable to the Company, of an amount equal to the Interest
otherwise payable on such Interest Payment Date on the Principal Amount being
exchanged; provided that no such payment shall be required (1) if the Company
has specified a Redemption Date that is after a record date and on or prior to
the corresponding Interest Payment Date, (2) if the Company has specified a
Fundamental Change Repurchase Date that is after a record date and on or prior
to the corresponding Interest Payment Date or (3) to the extent of any overdue
Interest, if any overdue Interest exists at the time of exchange with respect to
such Note.

                                      A-9
<PAGE>
           No fractional shares will be issued upon any exchange, but an
adjustment and payment in cash will be made, as provided in the Indenture, in
respect of any fraction of a share which would otherwise be issuable upon the
surrender of any Note or Notes for exchange.

           A Note in respect of which a holder is exercising its right to
require repurchase upon a Fundamental Change or repurchase on a Repurchase Date
may be exchanged only if such holder withdraws its election to exercise such
right in accordance with the terms of the Indenture.

           Upon due presentment for registration of transfer of this Note at the
office or agency of the Company maintained for that purpose in accordance with
the terms of the Indenture, a new Note or Notes of authorized denominations for
an equal aggregate Principal Amount will be issued to the transferee in exchange
thereof, subject to the limitations provided in the Indenture, without charge
except for any tax, assessment or other governmental charge imposed in
connection therewith.

           The Company, the Issuer, the Subsidiary Guarantors, the Trustee, any
authenticating agent, any Paying Agent, any Exchange Agent and any Note
Registrar may deem and treat the registered holder hereof as the absolute owner
of this Note (whether or not this Note shall be overdue and notwithstanding any
notation of ownership or other writing hereon made by anyone other than the
Company or any Note Registrar) for the purpose of receiving payment hereof, or
on account hereof, for the exchange hereof and for all other purposes, and
neither the Company nor the Trustee nor any other authenticating agent nor any
Paying Agent nor other Exchange Agent nor any Note Registrar shall be affected
by any notice to the contrary. All payments made to or upon the order of such
registered holder shall, to the extent of the sum or sums paid, satisfy and
discharge liability for monies payable on this Note.

           No recourse for the payment of the Principal Amount of or Interest on
any Note, or for any claim based thereon or otherwise in respect thereof, and no
recourse under or upon any obligation, covenant or agreement of the Company, the
Issuer or the Subsidiary Guarantors in the Indenture or in any supplemental
indenture or in any Note, or of the Issuer and the Subsidiary Guarantors under
the Guarantees or because of the creation of any indebtedness represented
thereby, shall be had against any incorporator, stockholder, employee, agent,
officer, director or subsidiary, as such, past, present or future, of the
Company, the Issuer or the Subsidiary Guarantors or of any successor
corporation, either directly or through the Company, the Issuer or the
Subsidiary Guarantors or any successor corporation, whether by virtue of any
constitution, statute or rule of law, or by the enforcement of any assessment or
penalty or otherwise; it being expressly understood that all such liability is
hereby expressly waived and released as a condition of, and as a consideration
for, the execution of the Indenture and the issue of the Notes.

           Terms used in this Note and defined in the Indenture are used herein
as therein defined.

                                      A-10
<PAGE>
                                  ABBREVIATIONS

           The following abbreviations, when used in the inscription of the face
of this Note, shall be construed as though they were written out in full
according to applicable laws or regulations.


TEN COM - as tenants in common
TEN ENT - as tenant by the entireties
JT TEN -  as joint tenants with right of survivorship and
          not as tenants in common

UNIF GIFT MIN ACT -___ Custodian ___
(Cust) (Minor)
under Uniform Gifts to Minors Act
____________________________
(State)

         Additional abbreviations may also be used though not in the above list.

                                      A-11
<PAGE>
                                     FORM OF
                                 EXCHANGE NOTICE

TO:        CSK AUTO, INC.
           645 E. Missouri, Suite 400
           Phoenix, AZ  85012


           The undersigned registered owner of this Note hereby irrevocably
exercises the option to exchange this Note, or the portion thereof (which is
$1,000 Principal Amount or a multiple thereof) below designated, into Common
Stock of CSK Auto Corporation, in accordance with the terms of the Indenture
referred to in this Note, and directs that the funds in payment of the lesser of
the aggregate principal amount of the Notes being exchanged and the Exchange
Value, together with any funds in payment of fractional shares, if any, any
shares issuable and deliverable payable upon such exchange and any Notes
representing any unexchanged Principal Amount hereof, be issued and delivered to
the registered holder hereof unless a different name has been indicated below.
Capitalized terms used herein but not defined shall have the meanings ascribed
to such terms in the Indenture. If funds, shares or any portion of this Note not
exchanged are to be issued in the name of a person other than the undersigned,
the undersigned will provide the appropriate information below and pay all
transfer taxes payable with respect thereto. Any amount required to be paid by
the undersigned on account of Interest accompanies this Note.

Dated: ______________________


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

                                      ------------------------------
                                      Signature(s)

                                      A-12
<PAGE>
                                    Signature(s) must be guaranteed by an
                                    "ELIGIBLE GUARANTOR INSTITUTION" meeting the
                                    requirements of the Note Registrar, which
                                    requirements include membership or
                                    participation in the Security Transfer Agent
                                    Medallion Program ("STAMP") or such other
                                    "SIGNATURE GUARANTEE PROGRAM" as may be
                                    determined by the Note Registrar in addition
                                    to, or in substitution for, STAMP, all in
                                    accordance with the Securities Exchange Act
                                    of 1934, as amended.

                                    ------------------------------
                                    Signature Guarantee

           Fill in the registration of shares of Common Stock if to be issued,
and Notes if to be delivered, other than to and in the name of the registered
holder:

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

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

------------------------------
(City, State and Zip Code)

------------------------------
Please print name and address


Principal Amount to be exchanged (if less than all):

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

Social Security or Other Taxpayer
 Identification Number:

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

                                      A-13
<PAGE>
                                     FORM OF

                     FUNDAMENTAL CHANGE REPURCHASE ELECTION

TO:        CSK AUTO, INC.
           645 E. Missouri, Suite 400
           Phoenix, AZ  85012

           The undersigned registered owner of this Note hereby irrevocably
acknowledges receipt of a notice from CSK Auto, Inc. (the "COMPANY") as to the
occurrence of a Fundamental Change with respect to CSK Auto Corporation, and
requests and instructs the Company to repurchase the entire Principal Amount of
this Note, or the portion thereof (which is $1,000 Principal Amount or a
multiple thereof) below designated, in accordance with the terms of the
Indenture referred to in this Note at the price of 100% of the entire Principal
Amount or portion thereof, together with accrued Interest to, but not including,
the Fundamental Change Repurchase Date, to the registered holder hereof.
Capitalized terms used herein but not defined shall have the meanings ascribed
to such terms in the Indenture.

Dated: ______________________

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

                                             ------------------------------
                                             Signature(s)

NOTICE: The above signatures of the holder(s) hereof must correspond with the
name as written upon the face of the Note in every particular without alteration
or enlargement or any change whatever.

Note Certificate Number (if applicable):

Principal Amount to be repurchased (if less than all):

Social Security or Other Taxpayer Identification Number:

                                      A-14
<PAGE>
                                     FORM OF

                           COMPANY REPURCHASE ELECTION

TO:        CSK AUTO, INC.
           645 E. Missouri, Suite 400
           Phoenix, AZ  85012

           The undersigned registered owner of this Note hereby irrevocably
acknowledges receipt of a notice from CSK Auto, Inc. (the "COMPANY") regarding
the right of holders to elect to require the Company to repurchase the Notes and
requests and instructs the Company to repurchase the entire Principal Amount of
this Note, or the portion thereof (which is $1,000 Principal Amount or an
integral multiple thereof) below designated, in accordance with the terms of the
Indenture at a price of 100% of the entire Principal Amount or portion thereof,
together with accrued Interest to, but not including, the Company Repurchase
Date, to the registered holder hereof. Capitalized terms used herein but not
defined shall have the meanings ascribed to such terms in the Indenture. The
Notes shall be repurchased by the Company as of the Company Repurchase Date
pursuant to the terms and conditions specified in the Indenture.

Dated: ______________________


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

                                      ------------------------------
                                      Signature(s)

NOTICE: The above signatures of the holder(s) hereof must correspond with the
name as written upon the face of the Note in every particular without alteration
or enlargement or any change whatever.

Note Certificate Number (if applicable):

Principal Amount to be repurchased (if less than all):

Social Security or Other Taxpayer Identification Number:

                                      A-15
<PAGE>
                                   ASSIGNMENT

           For value received ______________________________hereby sell(s)
assign(s) and transfer(s) unto ___________________________________ (Please
insert social security or other Taxpayer Identification Number of assignee) the
within Note, and hereby irrevocably constitutes and appoints
______________________________________ attorney to transfer said Note on the
books of the Company, with full power of substitution in the premises.

           In connection with any transfer of the Note prior to the expiration
of the holding period applicable to sales thereof under Rule 144(k) under the
Securities Act (or any successor provision), the undersigned confirms that such
Note is being transferred:

           [ ][ ] To CSK Auto, Inc. or a subsidiary thereof; or

           [ ]    To a "QUALIFIED INSTITUTIONAL BUYER" in compliance with Rule
                  144A under the Securities Act of 1933, as amended; or

           [ ]    Pursuant to and in compliance with Rule 144 under the
                  Securities Act of 1933, as amended; or

           [ ][ ]  Pursuant to a Registration Statement which has been declared
                  effective under the Securities Act of 1933, as amended, and
                  which continues to be effective at the time of transfer;

and unless the Note has been transferred to CSK Auto, Inc. or a subsidiary
thereof, the undersigned confirms that such Note is not being transferred to an
"AFFILIATE" of the Company as defined in Rule 144 under the Securities Act of
1933, as amended.

           Unless one of the boxes is checked, the Trustee will refuse to
register any of the Notes evidenced by this certificate in the name of any
person other than the registered holder thereof.

Dated: ______________________



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

                                    ------------------------------
                                    Signature(s)

                                    Signature(s) must be guaranteed by an
                                    "ELIGIBLE GUARANTOR INSTITUTION" meeting the
                                    requirements of the Note Registrar, which
                                    requirements include membership or
                                    participation in the Security Transfer Agent
                                    Medallion Program ("STAMP") or such other
                                    "SIGNATURE GUARANTEE PROGRAM" as may be
                                    determined by the Note Registrar in addition
                                    to, or in substitution for, STAMP, al in
                                    accordance

                                      A-16
<PAGE>
                                    with the Securities Exchange Act of 1934, as
                                    amended.

                                    ------------------------------
                                    Signature Guarantee

NOTICE: The signature on the Exchange Notice, the Fundamental Change Repurchase
Election, the Company Repurchase Election or the Assignment must correspond with
the name as written upon the face of the Note in every particular without
alteration or enlargement or any change whatever.

                                      A-17
<PAGE>
                                                                       EXHIBIT B

                         FORM OF RESTRICTIVE LEGEND FOR
                       COMMON STOCK ISSUED UPON EXCHANGE(1)

THE SECURITY EVIDENCED BY THIS CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR ANY STATE
SECURITIES LAWS AND MAY NOT BE OFFERED OR SOLD EXCEPT AS SET FORTH IN THE
FOLLOWING SENTENCE. BY ACQUISITION HEREOF, THE HOLDER:

                  (1) REPRESENTS THAT IT IS A "QUALIFIED INSTITUTIONAL BUYER"
         (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT ("RULE 144A")); AND

                  (2) AGREES IT WILL NOT, WITHIN TWO YEARS AFTER THE ORIGINAL
         ISSUANCE OF THE SECURITY UPON THE EXCHANGE OF WHICH THE COMMON STOCK
         EVIDENCED HEREBY WAS ISSUED, RESELL OR OTHERWISE TRANSFER THE SECURITY
         EVIDENCED HEREBY EXCEPT (A) TO CSK AUTO CORPORATION (THE "ISSUER") OR
         ANY SUBSIDIARY THEREOF, (B) PURSUANT TO A REGISTRATION STATEMENT WHICH
         HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT AND WHICH
         CONTINUES TO BE EFFECTIVE AT THE TIME OF SUCH TRANSFER OR (C) PURSUANT
         TO THE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES
         ACT PROVIDED BY RULE 144 UNDER THE SECURITIES ACT (IF AVAILABLE).

IF THE PROPOSED TRANSFER IS PURSUANT TO CLAUSE 2(C) ABOVE, THE HOLDER MUST,
PRIOR TO SUCH TRANSFER, FURNISH TO THE TRANSFER AGENT (OR ANY SUCCESSOR TRANSFER
AGENT, AS APPLICABLE), SUCH CERTIFICATIONS, LEGAL OPINIONS OR OTHER INFORMATION
AS THE COMPANY OR THE TRANSFER AGENT MAY REASONABLY REQUIRE TO CONFIRM THAT SUCH
TRANSFER IS BEING MADE PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT
SUBJECT TO, THE REGISTRATION REQUIREMENTS OF, THE SECURITIES ACT. THIS LEGEND
WILL BE REMOVED UPON THE EARLIER OF THE TRANSFER OF THIS SECURITY PURSUANT TO
CLAUSE 2(B) OR 2(C) ABOVE OR THE EXPIRATION OF TWO YEARS FROM THE ORIGINAL
ISSUANCE OF THE SECURITY WHICH THIS SECURITY WAS ISSUED IN EXCHANGE FOR.

THE HOLDER OF THIS SECURITY IS ENTITLED TO THE BENEFITS OF A REGISTRATION RIGHTS
AGREEMENT DATED JULY 29, 2005 AND, BY ITS

------------------------
(1) This legend should be included if the Security is a Restricted Security.

                                      B-1
<PAGE>
ACCEPTANCE HEREOF, AGREES TO BE BOUND BY AND TO COMPLY WITH THE PROVISIONS OF
SUCH REGISTRATION RIGHTS AGREEMENT.

                                      B-2
<PAGE>
                                                                       EXHIBIT C

                        [FORM OF SUPPLEMENTAL INDENTURE]

                  SUPPLEMENTAL INDENTURE (this "Supplemental Indenture") dated
as of [ ], among [GUARANTOR] (the "New Guarantor"), CSK AUTO, INC. (or its
successor), an Arizona corporation (the "Company"), CSK AUTO CORPORATION, a
Delaware corporation and the parent of the Company (the "Issuer") and THE BANK
OF NEW YORK, a New York banking corporation, as trustee under the indenture
referred to below (the "Trustee").

                              W I T N E S S E T H :

                  WHEREAS the Company, the Issuer and the existing Subsidiary
Guarantors have heretofore executed and delivered to the Trustee an Indenture
(as amended, supplemented or otherwise modified, the "Indenture") dated as of
July 29, 2005, providing for the issuance of the Company's 3 3/8% Senior
Exchangeable Notes due 2025 (the "Notes), initially in the aggregate principal
amount of $110,000,000 (or up to $125,000,000 if the Initial Purchasers exercise
their over-allotment option set forth in the Purchase Agreement in full), and
Additional Notes as provided in the Indenture;

                  WHEREAS Section 4.10 of the Indenture provides that under
certain circumstances the Company is required to cause the New Guarantor to
execute and deliver to the Trustee a supplemental indenture pursuant to which
the New Guarantor shall unconditionally guarantee all the Company's obligations
under the Notes and the Indenture pursuant to a Guarantee on the terms and
conditions set forth herein and in the Indenture; and

                  WHEREAS pursuant to Section 10.01 of the Indenture, the
Trustee, the Company, the Issuer and the existing Guarantors are authorized to
execute and deliver this Supplemental Indenture;

                  NOW THEREFORE, in consideration of the foregoing and for other
good and valuable consideration, the receipt of which is hereby acknowledged,
the New Guarantor, the Company, the Issuer and the Trustee mutually covenant and
agree for the equal and ratable benefit of the holders of the Notes as follows:

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

                  2. Agreement to Guarantee. The New Guarantor hereby agrees,
jointly and severally with all existing Guarantors (if any), to unconditionally
guarantee the Company's obligations under the Notes and the Indenture on the
terms and subject to the conditions set forth in Article 15 of the Indenture and
to be bound by all other applicable provisions of the Indenture

                                      C-1
<PAGE>
and the Notes and to perform all of the obligations and agreements of a
Guarantor under the Indenture.

                  4. Notices. All notices or other communications to the New
Guarantor shall be given as provided in Section 16.03 of the Indenture.

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

                  5. Governing Law. THIS SUPPLEMENTAL INDENTURE SHALL BE
GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW
YORK.

                  6. Trustee Makes No Representation. The Trustee makes no
representation as to the validity or sufficiency of this Supplemental Indenture.

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

                  8. Effect of Headings. The titles and headings of the Sections
of this Supplemental Indenture have been inserted for convenience of reference
only, and are not to be considered a part hereof, and shall in no way modify or
restrict any of the terms or provisions hereof.

                                      C-2
<PAGE>
                  IN WITNESS WHEREOF, the parties hereto have caused this
Supplemental Indenture to be duly executed as of the date first above written.

                                    [NEW GUARANTOR]

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

                                     CSK AUTO, INC.

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

                                     CSK AUTO CORPORATION

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

                                     [EXISTING SUBSIDIARY GUARANTOR(S)]

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

                                     THE BANK OF NEW YORK, as Trustee




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

                                      C-3